General Purchasing Conditions

Last Updated: May 15, 2007
 

ARTICLE 1. IMMUNITIES—APPLICABLE LAW

The IMF and its property and transactions are immune from all taxation. The IMF is also immune from all forms of judicial process and does not waive that immunity under this Purchase Order (the "Order"). This Order shall be governed and construed in accordance with the laws of the District of Columbia.

ARTICLE 2. COMPLETE AGREEMENT

This Order constitutes the entire agreement between the parties. No change in the terms hereof shall be effective unless accepted in writing by the IMF. The parties expressly exclude the Supplier's terms of sale, as may be contained in its quotation or its own form of acknowledgment of this Order.

ARTICLE 3. CHANGE ORDERS BY THE IMF

The Supplier acknowledges that the IMF may need to modify the quantities, specifications or other terms of this Order including, without limitation, the time and/or duration of the performance. Written notice of any such modification shall be provided to the Supplier by the IMF (the "Change Order"). The Supplier agrees to make a good faith effort to meet the needs of the IMF and to reach agreement on a mutually acceptable Change Order.
 

ARTICLE 4. PRICE AND PAYMENT

All prices in this Order are on a firm fixed basis. The IMF, at its sole discretion, may withhold all or any part of payments due if the Supplier breaches any of its obligations hereunder.

ARTICLE 5. DELIVERY—ACCEPTANCE

All deliveries shall be at the Supplier's sole risk and expense to the Site (including off-loading to an area designated by the IMF) unless otherwise specified on the front page of this Order. All deliveries shall be made to the address on this order between the hours of 8:00 am and 5:00 pm, Monday to Friday; Saturdays, Sundays and holidays excepted. No deliveries shall be accepted by anyone other than authorized Receiving personnel or their delegates. IMF's acceptance shall take place upon delivery in accordance with the terms of this Order, subject to the IMF's right to reject non-conforming Deliverables (goods, equipment and/or services to be furnished by the Supplier) and provided that the IMF has had the opportunity to physically inspect the Deliverables. Until the IMF's acceptance of the Deliverables, the Supplier shall insure at its cost such Deliverables to their full replacement value. Upon IMF acceptance of the Deliverables risk of loss thereof shall pass to the IMF.

ARTICLE 6. WARRANTY AND GUARANTEES

The Supplier warrants that all Deliverables furnished and performed hereunder, are free from defect in design, material or workmanship and conform to all requirements of this Order; are subject to all warranties expressed or implied by law; are merchantable; are of first class quality and material; are suitable for the purpose ordinarily intended and for the anticipated use thereof as expressed by the IMF. At any time prior to the expiration of the Supplier's stated warranty for the Deliverables, the Supplier shall promptly repair or replace, at the IMF's option, all defective Deliverables at the Supplier's sole expense. The IMF may, in its sole discretion, direct that repair or replacement shall be accomplished at the place of intended use of the Deliverables. The Supplier's warranties shall survive the IMF's acceptance and payment.

ARTICLE 7. ASSIGNMENT—SUBCONTRACTS

This Order (including the Supplier's right to receive payment hereunder) shall not be assigned or subcontracted in whole or part by the Supplier without the IMF's prior written consent.

ARTICLE 8. THE SUPPLIER'S RESPONSIBILITY

The Supplier shall indemnify and hold harmless the IMF for any and all liability, loss and damage arising from or in connection with (i) any negligent or willful act or omission; (ii) any infringement of any patent, copyright or trademark; or (iii) any breach of or failure, to perform any covenant, agreement, obligation or duty under this Order, by the Supplier, its employees or agents (including, without limitation, all lawyers' fees and expenses).

ARTICLE 9. TERMINATION

Time is of the essence in this Order.

In the event of any breach by, or failure of the Supplier to comply with any of the terms of this Order, or any of the Supplier's obligations under this Order and if within five (5) days after receipt of written notice from the IMF the Supplier fails to remedy such default, the IMF may terminate this Order in whole or in part and/or set-off any amounts otherwise due to the Supplier under this Order against any loss or damage the IMF may sustain as a result of such default.

The IMF may, at its sole option, terminate this Order for convenience in whole or in part. Termination shall be effected by a written notice to the Supplier specifying that termination is for the convenience of the IMF, the extent to which performance of the Deliverables under this Order is terminated, and the date upon which such termination is to become effective (which in no event shall be earlier than seven (7) days from receipt of such notice). In the event of such termination the exclusive remedy of the Supplier will be for payment for Deliverables completed prior to the effective date of termination.

ARTICLE 10. CONFIDENTIALITY

This Order is strictly confidential and shall not be disclosed to any third party without the prior written consent of the IMF. No references to articles or services provided to the IMF are to be made by the Supplier in any advertising or promotional materials without the prior written permission of the IMF.

ARTICLE 11. PUBLICITY

The Supplier agrees not to refer to awards in commercial advertising which states or implies that the Deliverables provided are endorsed or preferred by the IMF or are considered by the IMF to be superior to other Deliverables.