General Purchasing Conditions

Source details

The International Monetary Fund (IMF) and its property and transactions are immune from all taxation.
The IMF is immune from all forms of judicial process and does not waive that immunity under this Order.
Governing law: laws of the District of Columbia.

This Order constitutes the entire agreement between the parties.
No change is effective unless accepted in writing by the IMF.
The Supplier's terms of sale, including those in any quotation or acknowledgment form, are expressly excluded.

The IMF may modify quantities, specifications or other terms of the Order, including time and/or duration of performance.
Modifications will be provided by written notice (the "Change Order").
The Supplier must make a good faith effort to meet IMF needs and reach agreement on a mutually acceptable Change Order.

All prices in this Order are on a firm fixed basis.
The IMF may withhold all or any part of payments if the Supplier breaches any obligations under the Order.

Delivery terms:
- Deliveries 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 the Order.
- Delivery hours: between the hours of 8:00 am and 5:00 pm, Monday to Friday; Saturdays, Sundays and holidays excepted.
- No deliveries accepted by anyone other than authorized Receiving personnel or their delegates.
Acceptance and inspection:
- IMF acceptance occurs upon delivery in accordance with Order terms, subject to the IMF's right to reject non-conforming Deliverables and provided the IMF has had the opportunity to physically inspect the Deliverables.
- Until IMF acceptance, the Supplier shall insure Deliverables to their full replacement value at the Supplier's cost.
- Upon IMF acceptance, risk of loss passes to the IMF.

Supplier warranties:
- Deliverables are free from defect in design, material or workmanship and conform to all Order requirements.
- Deliverables are subject to all warranties expressed or implied by law; are merchantable; are of first class quality and material; and are suitable for the purpose ordinarily intended and for the anticipated use as expressed by the IMF.
Remedy:
- Prior to the expiration of the Supplier's stated warranty, the Supplier shall promptly repair or replace, at the IMF's option, all defective Deliverables at the Supplier's sole expense.
- The IMF may direct repair or replacement at the place of intended use.
- Supplier's warranties survive IMF acceptance and payment.

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

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;
- (iii) any breach of or failure to perform any covenant, agreement, obligation or duty under this Order by the Supplier, its employees or agents.
Indemnity includes, without limitation, all lawyers' fees and expenses.

Time is of the essence.
Breach remedy and termination:
- If the Supplier breaches or fails to comply with any terms and fails to remedy such default within five (5) days after receipt of written notice from the IMF, the IMF may terminate the Order in whole or in part and/or set-off amounts due against any loss or damage the IMF sustains.
Termination for convenience:
- The IMF may terminate the Order for convenience in whole or in part.
- Termination is effected by written notice specifying termination for IMF convenience, the extent of termination, and the effective date (which shall not be earlier than seven (7) days from receipt of such notice).
- Supplier's exclusive remedy in such termination is payment for Deliverables completed prior to the effective date of termination.

The Order is strictly confidential and shall not be disclosed to any third party without the IMF's prior written consent.
The Supplier shall not reference articles or services provided to the IMF in advertising or promotional materials without the IMF's prior written permission.

The Supplier agrees not to refer to awards in commercial advertising that state or imply IMF endorsement, preference, or superiority of the Deliverables.