Common use of GENERAL AND CONTRACTUAL CONDITIONS Clause in Contracts

GENERAL AND CONTRACTUAL CONDITIONS. The contract between WHO and the selected bidder ("the Contract") will, unless otherwise explicitly agreed in writing, include the provisions as set forth in this section, and will otherwise inter alia address the following issues: • responsibilities of the selected bidder(s) ("the Contractor(s)") and WHO; • clear deliverables, timelines and acceptance procedures; • payment terms tied to the satisfactory performance and completion of the work; • notices. The prices payable by WHO for the work to be performed under the Contract shall be fixed for the duration of the Contract and shall be in a UN convertible currency (preferably US Dollars), based on the UN exchange rate of the date of invoice. The total amount payable by WHO under the Contract may be either a lump sum or a maximum amount. If the option for payment of a lump su m applies, that lump sum is payable in the manner provided, subject to satisfactory performance of the work. If the option for payment of a maximum amount applies: - the Contract shall include a detailed budget; - the Contractor shall be held to submit a f inancial statement together with each invoice; - any advance payments by WHO shall be used by the Contractor exclusively for the work in accordance with the budget and any unspent balance shall be refunded to WHO; - payment by WHO shall be subject to satisfactory performance and the acceptance of the Contractor's financial statements; and - all financial reports shall be subject to audit by or on behalf of WHO, including examination of supporting documentation and relevant accounting entries in the Contract or's books. In order to facilitate financial reporting and audit, the Contractor shall keep systematic and accurate accounts and records in respect of the work. Unless otherwise specified in the Contract, WHO shall have no obligation to purchase any minimum quantities of goods or services from the Contractor, and WHO shall have no limitation on its right to obtain goods or services of the same kind, quality and quantity as described in the Contract, from any other sources at any time. Unless otherwise specified in the Contract, in the event that the Contract is a Long-Term Agreement (“LTA”), the Contractor shall offer the same prices and terms as those agreed with WHO under the Contract to other interested United Nations system agencies and to organizations eligible to purchase through WHO, it being understood that each such agency and organization will be responsible for independently entering into and administering its own contract with the Contractor. The Contractor shall take into account t he additional quantities of services purchased by all United Nations system agencies and other organizations as aforesaid to further reduce the prices for WHO and such other agencies and organizations.

GENERAL AND CONTRACTUAL CONDITIONS. The contract between WHO UNAIDS and the selected bidder ("the Contract") will, unless otherwise explicitly agreed in writing, include the provisions as set forth in this section, and will otherwise inter alia address the following issues: • responsibilities  Responsibilities of the selected bidder(s) ("the “The Contractor(s)"”) and WHOUNAIDS; •  clear deliverables, timelines and acceptance procedures; •  payment terms tied to the satisfactory performance and completion of the work; •  notices. The prices payable by WHO UNAIDS for the work to be performed under the Contract shall be fixed for the duration of the Contract and shall be in a UN convertible currency (preferably US Dollars), based on the UN exchange rate of the date of invoice. The total amount payable by WHO UNAIDS under the Contract may be either a lump sum or a maximum amount. If the option for payment of a lump su m sum applies, that lump sum is payable in the manner provided, subject to satisfactory performance of the work. If the option for payment of a maximum amount applies: - the Contract shall include a detailed budget; - the Contractor shall be held to submit a f inancial financial statement together with each invoice; - any advance payments by WHO UNAIDS shall be used by the Contractor exclusively for the work in accordance with the budget and any unspent balance shall be refunded to WHOUNAIDS; - payment by WHO UNAIDS shall be subject to satisfactory performance and the acceptance of the Contractor's financial statements; and - all financial reports shall be subject to audit by or on behalf of WHOUNAIDS, including examination of supporting documentation and relevant accounting entries in the Contract orContractor's books. In order to facilitate financial reporting and audit, the Contractor shall keep systematic and accurate accounts and records in respect of the work. Unless otherwise specified in the Contract, WHO UNAIDS shall have no obligation to purchase any minimum quantities of goods or services from the Contractor, and WHO UNAIDS shall have no limitation on its right to obtain goods or services of the same kind, quality and quantity as described in the Contract, from any other sources at any time. Unless otherwise specified in the Contract, in the event that the Contract is a Long-Term Agreement (“LTA”), the Contractor shall offer the same prices and terms as those agreed with WHO under the Contract to other interested United Nations system agencies and to organizations eligible to purchase through WHO, it being understood that each such agency and organization will be responsible for independently entering into and administering its own contract with the Contractor. The Contractor shall take into account t he additional quantities of services purchased by all United Nations system agencies and other organizations as aforesaid to further reduce the prices for WHO and such other agencies and organizations...