EXHIBIT 10.3
CONTRACT BETWEEN
THE MINISTRY OF HEALTH OF THE REPUBLIC OF INDONESIA
AND
ENRAF NONIUS B.V. PROJECT DIVISION (ENP)
FOR
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN
INDONESIA
NO: PL.00.01.5.2.440
February 5, 1999
This Contract, (hereinafter, together with all appendices attached hereto and
forming an integral part hereof called the "Contract") is made and entered on
between:
1. Name : Dr. Sri Astuti S. Suparmanto, MscPH
Position : Director General for Medical Care of the
Ministry of Health
Address : JI. H.R Rasuna Said Blok x-5
Xxx. Xx. 0-0, Xxxxxxx 00000
Representing the Ministry of Health of the Republic of Indonesia for the project
Development of Medical Rehabilitation Services in Indonesia Decree No. 78/
Menkes/II/1999 dated February 3, 1999 for and on behalf of the Government of the
Republic of Indonesia on the one part.
2. a. Name : Xxx xx Xxxx
Position : Managing Director
Company : Enraf Nonius, BV
Address : Delft, The Netherlands
b. Name : Xxxxxx van der Schouw
Position : Director
Company : Enraf Nonius Project Division (ENP)
Address : Delft, The Netherlands
on the other part.
For the supply and installation of The Development of Medical Rehabilitation
Services in Indonesia in the selected hospitals of the Republic of Indonesia;
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 1 -
Whereas the project is financed by a buyer's credit to be obtained by the
Republic of Indonesia from ABN AMRO Bank (hereinafter called Credit Agreement")
in the amount of NLG 62,840,397.94 (in words sixty two million eight hundred
forty thousand three hundred ninety seven Dutch Guilders and ninety four cents).
Whereas the Ministry of Health has agreed to engage the Contractor on the basis
of its offer which has been approved by the Ministry of Health Decree No.
78/Menkes/II 1999 dated February 3, 1999.
Now, therefore in consideration of the mutual covenants herein contained it is
hereby agreed by and between the parties hereto as follows:
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 2 -
TABLE OF CONTENTS
Page No.
Article I : Definitions
Article II : Basis of the Contract
Article III : Contract Documents
Article IV : Subject Of Contract
Article V : Project Formation
Article VI : Price
Article VII : Scope Of Work
1. General
2. Supply of Equipment
a. Prior Inspection
b. Packing and Shipping
c. Transport and Insurance
d. Site Preparation
e. Installation Works
f. Functional Tests
g. Training for the Hospital Staff
h. Four Year Maintenance Program
i. Equipment Manuals
Article VIII: Implementation Of Works
1. Inspection and Delivery
2. Quality Inspection
3. Transfer of Title for Equipment
4. Compliance with the Technical Specification
5. Standards
6. Labels and Plates
7. Packing and Marking
8. Temporary Facilities
9. Warranty and Guarantee
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 3 -
10. Access to the site
11. Test arid Inspections
12. Spare Parts
13. Operation Manuals and Service Manuals
14. Certificate/License for Operation
15. Submittal
16. Records and Reports
Article IX : Completion Of Work
- Time Of Completion
- Effective Date
- Certificate Of Acceptance and partial handing over
- Certificate Of Handing Over
- Certificate by rights
- Default
Article X : Contract Price And Payment
1. Contract Price
2. Validity Price
3. No Price Escalation
4. Method of payment
Article XI : Performance Bond and bank guarantee
Article XII : Variation Of Order
Article XIII: Laws And Regulations
1. Laws and Regulation for Works
2. Disputes and Arbitration
3. Force Majeure
4. Assignment and Subletting
5. Commencement of Validity of Contract
6. Early Termination of Contract
Article XIV : Tax And Duties
1. Stamp Duties
2. Non Indonesia Taxes.
3. Local Taxes And Duties
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 4 -
Article XV : Others
1. Responsibility of the Purchaser
2. Language, Measurements and Calendar
3. Interpretation
4. General End-user software license
5. Liquidated Damage, Delay and Liability
6. Introduction of the Euro
7. Dispatch of Supplier/Manufacturer's Personnel
8. Miscellaneous
9. Copies of Contract
10. Notice
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 5 -
ARTICLE XVI
DEFINITIONS
Unless the Contract otherwise requires the following terms whenever used in this
Contract shall have the following meanings;
1. Government : shall mean the Government of the Republic of
Indonesia and shall include competent government
authorities.
2. Ministry : shall mean the Ministry of
Health of the Republic of Indonesia
represented by the Director General of
Medical Care.
3. Project : shall mean the supply and installation of
Development of Medical Rehabilitation Services in
Indonesia in the hospitals of; RSUP Cipto
Mangunkusumo, RSUP Kariadi, RSUP
Malalayang, RSUP Hasan Sadikin RSUD Dr.
Soetomo, RSUP Persahabatan, RSUD Xx. Xxxxxxx
Xxxxx, RSUP Fatmawati, RSUP Dr. Sardjito, RSUP
H Xxxx Xxxxx, RSUP Palembang, RSUP Wahidin S.
Husodo, RSUD X. X. Xxxxxxxx, RSUP Xxxx, RSU
M. Haulussy, RSUP Sanglah, RSU H. Abdoel
Moeloek, RSU Dr. Zaenul Abidin, RSUP
Dr. M Djamil, RSUD Jayapura, RSU Pekanbaru,
RSU Serang, RSUD Soppeng, RSUD Pangkep,
RSUD Maros, RSUD Wlingi, RSUD Wonosobo,
RSUD Sukohardjo, RSUD Karang Anyar, RSUD
Banjarnegara, RSUD Nganjuk, RSUD Tulung Agung,
RSUD Magetan, RSUD Pare, RSUD Jombang, RSUD
Sragen, RSUD Madiun, RSUP Bengkulu, RSU
Balikpapan, RSUD A. Muchtar, RSUD Padang
Panjang, RSUD Ciawi, RSUD Jember, RSUD
Tasikmalaya, RSU Mataram, RSUD Gorontalo, RSU
Purwokerto, RSU Tangerang, RSUD Dr. Soedarso,
RSU Undata, RSU Langsa, RSU Pematang
Siantar, RSU Dr. Moewardi.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 6 -
4. Contract : shall mean the written agreement
entered into by the Ministry and the
contractor.
5. Purchaser : shall mean the Ministry of health of the Republic
or Buyer of Indonesia and shall include any person authorized
by the Ministry.
6. Project : shall mean the person duly authorized by the
Officer Ministry in connection with the execution of the
project.
7. Receiving : shall mean the team designated by the project officer
Committee to receive, inspect and issue Certificate of the
Acceptance (COA) for the works performed by the
Contractor.
8. Contractor : shall mean Enraf Nonius B.V., Project Division
or Seller: (ENP) Xxxxxxxxxx 0, 0000 XX Xxxxx, Xxx
Xxxxxxxxxxx.
9. Manufacturer : shall mean the firm(s) which
produced the equipment to be supplied by
the Contractor under the Contract to the
purchaser.
10. Specifications: shall mean general and specific technical data
specified in the lists of equipment which form an
integral part the Contract document and any
addendum or changes issued with respect hereto.
11. Services : shall mean the work to be performed by the
Contractor such as Site Preparation, installation (pre-
installation, installation), training, commissioning,
maintenance and consumables.
12. Contract : shall mean the price payable to the Contractor under
Price this Contract for the full and proper performance of
its Contractual obligations.
13. Delivery Time : shall mean the number of calendar days starting
from the Effective Date of the Contract to the
completion of the functional test, confirmed by the
Certificate of Acceptance (COA1).
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 7 -
14. Site : shall mean the necessary work to be executed by the
Preparation contractor for the installation of the equipment
Work supplied bythe Contractor.
15. Installation : shall mean all efforts to
install, put into operation, demonstrate
the performance of every unit delivered by
the Contractor including functional test.
16. Functional
Test : shall mean the testing of
the technical performance in full capacity
of each individual equipment by the
Contractor and supervised by the appointed
official.
17. Training : shall mean the training of Indonesian hospital and
Ministry of Health personnel in the management,
knowledge, operation and technical, to be conducted in
Indonesia and Netherlands or outside Indonesia.
According to the training program submitted by the
Contractor.
18. Certificate
of Acceptance : shall mean a written statement issued by the
receiving (COA) committee mentioning that a certain
stage of the works have been completed. COAs shall be
issued separately for the equipment for each project
site.
COA 0 : shall be issued after the completion of the site
preparation at each project site.
COA 1 : shall be issued after the completion of the
installation and functional test at each project site.
COA 2 : shall be issued after the completion of training for
the hospital staffs performed by the Contractor at
each project site.
COA 3a : shall be issued after the completion of the first phase
of the five years maintenance program.
COA 3b : shall be issued after the completion of he second
phase of the five years maintenance program.
COA 3c : shall be issued after the completion of the third phase
of the five years maintenance program.
COA 3d : shall be issued after the completion of the fourth
phase of the five years maintenance program.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 8 -
19. Certificate of: shall mean a written statement issued by the Purchaser
Handling Over 1 mentioning that supply, installation and functional
(COHO1) test of all the equipment has been completed and shall
be signed by the Contractor and the project officer.
20. Certificate of: shall mean a written statement issued by the
Handling Over 2 Purchaser mentioning that the training
(COHO 2) program to be performed by the Contractor has been
completed and shall be signed by the Contractor and the
project officer.
21. Certificate of: shall mean a written statement issued by the
Handling Over 3 Contractor mentioning all works be performed by
(COHO 3) the Contractor have been completed and shall
be signed by the Contractor and the project officer.
22. Warranty
Period : shall be 12 (twelve) months after the issuance of
each COA 1.
23. Effective
Date : shall mean the date on which all conditions specified
in Article X have been fulfilled.
24. Completion
Date : shall mean the date on which the Ministry issues the
COHO 1 in accordance to the Contract.
25. Local Partner : shall mean the local partner of the Contractor
namely PT. Rifa Jaya Mulia, address: Gedung Rifa
6th Floor, JI. Prof. Xx. Xxxxxx Xxxx C4 Xxx. 0-0,
Xxxxxxx 00000, appointed by the Contractor for the
execution of the works in Indonesia. The local partner
shall sign this agreement as a witness.
26. Project Sites : shall mean the selected hospitals where the works and
services are to be performed by the Contractor as
stipulated in Annex IA and IB.
27. Works : shall mean the supply of the equipment and services.
28. Regulations : shall mean the regulations, which are in force in
Indonesia.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 9 -
ARTICLE XVII
BASIS OF THE CONTRACT
The Contract comprises of two volumes, forming an integral part hereof:
2.1. Letter of intent dated, October 27, 1998 from ABN AMRO (Amsterdam Office)
preceding the Credit Agreement.
2.2. Invitation to offer dated, November 13, 1998.
2.3. Contractor offer dated December 7, 1998.
2.4. The official report on Price Negotiation no. PL. 00.03.1.2.2.07 dated
December 11th 1998.
2.5 Ministry of Health Decree No. 78/menkes/II/1999 dated February 3, 1999.
ARTICLE XVIII
CONTRACT DOCUMENTS
The Contract comprises the following documents, forming an integral part hereof:
1 - The Contract
2 - Annexes consisting of:
I. Bidding documentation PL.00.03.1.2.2.01
II. Pre-installation Requirements, Site Preparation
III. Training program
IV. Maintenance Program
V. Installation and commissioning
VI. Forms of Guarantees
VII. Forms of Acceptance Certificates
VIII. End user license
IX. Delivery Consumables
X. Project Organization Chart
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 10 -
ARTICLE XIX
SUBJECT OF CONTRACT
The Contractor agrees to sell and deliver to the Purchaser and the Purchaser
agrees to buy and to receive from Contractor the supply of equipment and
services for the Development of Medical Rehabilitation Service in Indonesia in
the selected teaching hospitals of; RSUP. Dr. Cipto Mangunkusumo, RSUP Dr.
Kariadi, RSUP Malalayang, RSUP Xx. Xxxxx Sadikin, RSUD Dr. Soetomo, RSUP
Persahabatan, RSUD Xx. Xxxxxxx Xxxxx, RSUP Fatmawati, RSUP Dr. Sardijito, RSUP
H. Xxxx Xxxxx, RSUM Haulussy, RSUP Sanglah, RSU H. Abdoel Moeloek, RSU Zainoel
Abidin, RSUP M. Djamil, RSUD Jayapura, RSU Pekanbaru, RSUD Serang, RSUD Soppeng,
RSUD Pangkep, RSUD Maros, RSUD Wlingi, RSUD Wonosobo, RSUD Sukohardjo, RSUD
Karang Anyuar, RSUD Banjarnegara, RSUD Nganjuk, RSUD Tulung Agung, RSUD Magetan,
RSUD Pare, RSUD Jombang, RSUD Sragen, RSU Madiun, RSU Bengkulu, RSU Balikpapan,
RSU Achmad Muchtar, RSUD Padang Panjang, RSUD Ciawi, RSU Jember, RSU
Tasikmalaya, RSU Xxxxxxx, XXX Xxxxxxxxx, XXX Xxxxxxxxxx, XXX Tangerang, RSUD Dr.
Soedarso, RSU Undata, RSUD Langsa, RSU Pematang Siantar, RSU Dr. Moewardi.
TIME SCHEDULE
The Contractor shall complete the delivery, installation, functional test and
training at the latest 78 months after the Effective Date. However in the event
an extension of time for the completion of the works becomes necessary due to
causes beyond he control and responsibility of the Contractor or to cause not
imputable to the Purchaser, the extension of time shall be negotiated between
the parties hereto excluding events mentioned in Article XIII paragraph 3.
The time schedule for works to be carried out by the Contractor is shown in
Annex I which will be amended in accordance to the Effective Date.
SUPPLY OF EQUIPMENT
1. The delivery of the equipment to the hospitals in Indonesia shall be
completed within 18 months from the Effective Date of the Contract.
2. The installation and functional test of the equipment shall be completed
within 18 months after the Effective Date of the Contract.
3. The training of the hospital staff in the operation and maintenance of the
equipment shall be completed within 78 months after the Effective Date of
the Contract.
4. Five Years Maintenance including 12 months warranty period program:
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 10 -
a. The first phase shall be completed within 24 months after the
issuance of Certificate of Acceptance-1.
b. The second phase shall be completed within 36 months after the
issuance of Certificate of Acceptance-1.
c. The third phase shall be completed within 48 months after the
issuance of Certificate of Acceptance-1.
d. The fourth phase shall be completed within 60 months after the
issuance of Certificate of Acceptance-1.
ARTICLE XX
PROJECT FORMATION
All parties involved in this project are:
1. PURCHASER
a. Project Director; directing, policy maker and decision maker
b. Project Manager
Project Manager is responsible for overall coordination of the
entire project within the Ministry of Health and other government
institutions in Indonesia which are directly or indirectly connected
with the project implementation.
c. Project Officer
Project Officer is responsible for the implementation of the entire
project which are directly connected with the respective project
Site.
d. Hospital Director
The hospital director is responsible for Supervising, reporting
appointing of the receiving committee and preparing all matters
related to the implementation of the works at the respective project
Site.
e. Receiving Committee
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 12 -
The team duly authorized by the hospital director to evaluate and
check all performances of the equipment. One receiving committee
shall be appointed for each project site.
f. The Organization chart - annex X
2. CONTRACTOR
a. PROJECT MANAGER
The Contractor project manager shall be a person with sound
knowledge of healthcare/rehabilitation medicine infrastructure and
will be fluent in English language. The organization chart as per
Annex I will be the basis for the final organization structure. The
Contractor to the Purchaser shall submit the final organization
chart within two months after the Effective Date.
b. LOCAL PARTNER
The local partner will undertake the following:
o provision of local official licenses
o execution of local administrative procedures
o coordination and monitoring of custom clearance and handling
of goods in the port of discharge
o coordination and monitoring of delivery of goods to the site
o coordination and monitoring of pre-installation/installation
work, training and maintenance of the equipment
ARTICLE XXI
PRICE
5.1 The total price of this Contract is NLG (DUTCH GUILDERS)
62,840,397.94 (words sixty two million eight hundred forty thousand
three hundred ninety seven Dutch Guilders and ninety-four cents).
5.2 Price shall be quoted DUTCH Guilders comprising of:
- Total FOB price
- Transportation Cost (freight, handling & inland cost)
- Insurance cost
- Installation cost
- Training cost
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 13 -
- 4 years Maintenance cost
- Consumables price
- Site Preparation
ARTICLE XXII
SCOPE OF WORK
1. GENERAL
The works to be performed by the Contractor under the Contract consists of
the following work categories;
a. Supply of equipment and services CIF selected the Hospitals of: RSUP
Dr. Cipto Mangunkusumo, RSUP Dr. Kariadi, RSUP Malalayang, RSUP Xx.
Xxxxx Sadikin, RSUD Dr. Soetomo, RSUP Persahabatan, RSUD Xx. Xxxxxxx
Xxxxx, RSUP Fatmawati, RSUP Dr. Sardjito, RSUP H. Xxxx Xxxxx, RSUP
Palembang, RSUP Xx. Xxxxxxx S. Husodo, RSUD X.X. Xxxxxxxx, RSUP
Xxxx, RSU M. Haulussy, RSUP Sanglah, RSU H Abdoel Moeloek, RSU
Zainoel Abidin, RSUP M. Djamil, RSUD Jayapura, RSU Pekanbaru, RSUD
Serang, RSUD Soppeng, RSUD Pangkep, RSUD Maros, RSUD Wlingi, RSUD
Wonosobo, RSUD Sukohardjo, RSUD Karang Anyar, RSUD Banjarnegara,
RSUD Nganjuk, RSUD Tulung Agung, RSUD Magetan, RSUD Pare, RSUD
Jombang, RSUD Sragen, RSU Madiun, RSU Bengkulu, RSU Balikpapan, RSU
Achmad Muchtar, RSUD Padang Panjang, RSUD Ciawi, RUS Jember, RSU
Tasikmalaya, RSU Xxxxxxx, XXX Xxxxxxxxx, XXX Xxxxxxxxxx, XXX
Tangerang, RSUD Dr. Doedarso, RSU Undata, RSUD Langsa, RSU Pematang
Siantar, RESU Dr. Moewardi.
b. Site Preparation
c. Training of Indonesian hospital and Ministry of Health staff in:
- Management Training (Overseas)
- Knowledge training - TOT approach (Overseas & Local)
- Operation Training (Local)
- Technical (Maintenance) Training (Local)
d. All ocean and inland transport CIF selected hospital site and
Insurance. Insurance for the equipment against "all risks" up to the
issuance of COA-1
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 14 -
e. Provision of operation 1 (one) set of manual per equipment in
English and/or if available in Indonesian language, provision of
maintenance manuals and installation manuals in English. All manuals
will be supplied in 2 (two) sets.
f. The Execution of one year warranty and four years maintenance
program.
g. Delivery of consumables
2. SUPPLY OF EQUIPMENT
Under the Contract, the Contractor undertakes the delivery and services of
equipment to the Purchaser which includes: the design, manufacturing,
purchasing, overseas transportation and insurance, unpacking,
pre-installation, installation, functional test, commissioning, manuals
and the execution of one years warranty.
The above mentioned supply and services shall cover:
Delivery of Equipment.
a. Prior Inspection:
Prior to shipment to the project site the Purchaser reserves the
right to inspect all items at the premises of manufacturer.
Therefore the Contractor shall give notice by facsimile or telex to
the Purchaser within 15 (fifteen) days prior to the shipment of the
equipment to the final destination.
b. Packing and Shipping
1. All equipment shall be packed in scaworthy and tropical
packing suitable for export. Such packing must be sufficient
to assure full protection unit arrival at destination sites,
adequately covering such overseas hazards as handling and
possible corrosion due to exposure to salt atmosphere and salt
spray.
2. All loose items required for joining shall be carefully packed
in wooden cases, crates or boxes.
3. The Contractor shall be held responsible for all damages due
to improper preparation and packing for shipment. Where
necessary heavy items shall be mounted on skids, so that cable
slings for handling can be readily attached. When it is unsafe
to apply external sling to a package, attached slings or
lifting devices shall be provided, and shall connect through
the crate, so that attachment can be readily made.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 15 -
4. The content of each crate shall be itemized (name and code
number of each item, specified in the equipment) on a detailed
packing list.
5. One copy or the detailed packing list in a waterproof envelope
shall be enclosed in each crate to be shipped. In one of the
crates, a master crate list, summarizing and identifying each
individual crate, which is a part of the shipment, shall be
enclosed.
6. The case number in which the master Packing list is contained
should be shown on each packing list. The cases shall be
numbered in the following manner:
XXX XXX
------------------------ ------------------------
Case code number Hospital number
7. Each bale, bundle, package, case, crate or any other type of
the container delivered under the Contract shall carry the
shipping xxxx:
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 16 -
HOSPITAL EQUIPMENT
DEPARTMENT KESEHATAN R.I.
PROJECT : Development of Medical rehabilitation Services
in Indonesia
CONTRACT NO. : _________________________________________
L/C No. : _________________________________________
PORT OF DESTINATION OR : (Indonesia Airport & Seaport).
AIRPORT DESTINATION
CITY : _________________________________________
HOSPITAL NAME : _________________________________________
CASE No. : _________________________________________
NET WEIGHT : _________________________________________
GROSS WEIGHT : _________________________________________
DIMENSIONS : L (_________) X (__________) X (__________)
8. Each project site shall be provided with: - Set of manual as
described in Article VI/3. - The set of manuals shall be
included In the equipment crate.
c. Transport and Insurance
1. All equipment shall be delivered to the project sites within
18(eighteen) months after the Effective Date, except minor
supplies (i.e. sundry supplies).
2. The Contractor after finalization of all functional test shall
provide functional test reports of the individual equipment
approved by the receiving committee.
3. It is imperative that all goods imported must be examined by
Directorate General of Custom, Ministry of Finance or its
agents.
4. The Contractor shall execute the handling of the equipment and
custom clearance in the port of destination. The Purchaser
will provide the necessary documents on time.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 17 -
5. The Contractor shall insure and keep insured the equipment
from the Contractor's premises at the designated sites with a
Dutch or Indonesian insurance company, to its 110% (One
hundred and ten percent) of the Contract price on a
competitive basis under policies of on site covering "ALL
RISKS" until the issuance of Certificate of Acceptance-1.
6. The Contractor shall inspect the consignment for probable
transport damage, and shall be responsible for transport
insurance claims.
d. Site Preparation Works
The Site Preparation works of the equipment shall cover:
1. Contractor shall submit to the Purchaser (or their
representative) technical data/documentation which are
required for the finalization of the Site Preparation works
within 4 (four) months after the Effective Date.
The documents shall be made in 4 (four) copies, comprising of:
- Technical data/drawings installation layout
- Electrical power connection diagrams
- Civil/construction requirements design (foundations,
ceiling hanger)
2. The Contractor shall check the coordination of all aspects in
connection with the installation of the equipment, e.g.: civil
works, mechanical as well as electrical installation.
3. The Contractor will carry out the Site Preparation works
e. Installation Works
1. The Contractor shall take care the equipment installation
meets the requirements of manufacturer, equipment installation
drawing as well as national and local regulations.
2. The installation of the equipment supplied by the Contractor
shall be according to the International installation
regulations.
3. The Contractor shall transport/distribute all equipment to the
designated hospitals.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 18 -
4. Should any installation work differ from installation drawing
the Contractor shall consult the Purchaser.
5. The whole installation works as laid down in the scope of this
Contract should be completely carried out by the Contractor at
the latest of 18 (eighteen) months after the Effective Date.
f. Functional Test
The functional test of each individual equipment shall cover:
1. The Contractor shall execute the functional test for
individual equipment under full operational conditions
according to the designed procedures and specifications.
2. The Contractor in the presence of the hospital staff in charge
shall execute the functional test of the equipment.
3. All equipment shall be installed and functionally tested
within 18 (eighteen) months after the Effective Date.
4. Completion of the Functional Test.
Upon the completion of the functional test the Certificate of
Acceptance-1 shall be issued be the Purchaser after the
finalizing of all installation works.
g. Training for the Hospital Staff (Medical Rehabilitation Specialist,
Therapist, Orthotic/Prosthetic Engineer and Medial Engineer)
To assure proper Site Preparation, calibration, use and application
of the equipment, the program will provide training for Medical
Rehabilitation Specialist, Therapist and Engineer. Training general
covers:
1. Technical training for the hospital engineers will allow for
proper failure reporting and efficient repair.
2. Application training by Medical Rehabilitation Team will be
followed by sequential updates over the project.
3. Medical training is planned, executed and monitored in the
framework of International Medical Rehabilitation Program.
Full responsibility remains with the institutions involved.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 19 -
h. Five Years Maintenance Program
1. A maintenance contract for preventive and corrective
maintenance will include:
* spare parts
* labor
* expenses
A comprehensive maintenance contract of 5 years including 1
(one) year warranty period is effective for the equipment
delivered under the project.
2. Corrective maintenance
3. The Preventive maintenance shall be carried out twice a year
or in accordance with the manufacturers instructions set forth
in the respective service manuals.
4. The Contractor shall provide annual report to Purchaser,
Certificate of Acceptance 3 shall be issued by Purchaser after
the Contractor has finalized each maintenance year.
5. In the event the execution of the project is delayed for 6 or
more consecutive months after shipment of equipment, parties
will mutually agree and redefine the duration of the warranty
period.
g. Equipment Manuals
Manual of equipment shall cover:
1. The Contractor shall provide the operation manuals of the
equipment supplied under this Contract in the English language
or if available in Indonesian.
2. Printing quality should be made in the best quality. Drawings,
pictures, diagram should be clear and easy it be read Paper
should be from the best quality for the tropical Conditions.
3. Any damage or shortage of manuals shall be replaced by the
Contractor not later than 2 (two) months after checking report
by the receiving committee.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 20 -
ARTICLE VIII
IMPLEMENTATION OF WORKS
1. Inspection Delivery
a. Inspection of Import Equipment by Purchaser
The Purchaser may visit the Contractor in The Netherlands to
inspect the imported equipment before shipping, the Purchaser
shall, in advance, notify the Contractor of such inspection
visit by at least 14 (fourteen) days before shopping with the
information such as number and names of the inspectors,
inspection items and inspection schedule. The Contractor shall
make necessary arrangement for such inspection and take care
of the inspectors during the period of inspection go that the
inspector can carry out the inspection smoothly and properly
according to shipment ready.
b. It is imperative that all goods imported to Indonesia must be
examined by the Directorate General of Customs, Ministry of
Finance or its agents.
c. Preservation of Equipment by purchaser
After delivery of equipment to the hospital, the hospital
shall provide preservation of the delivered equipment.
However, notwithstanding the above, the Contractor shall be
responsible for the preservation of equipment and the damage
to the equipment solely caused by Contractor under his
Contractual obligations.
The Contractor shall not be responsible for the storage and
preservation of the equipment in case of any project delay for
a period longer than 6 Consecutive months beyond the control
and responsibility of the Contractor
d. Variation
Should any deviation and/or variations from the specifications
be found, the Contractor must report and obtain the approval
of the Purchaser thereof.
The Purchaser will have the right to reject any equipment or
materials which do not meet the requirements stipulated in the
technical specifications, unless the deviation is proposed by
the manufacturer due to the discontinuation of an approved
equipment. Reports signed by thc Purchaser attesting that
items
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 21 -
inspected meet the specifications shall be included in the
report as further required in Article IX hereafter.
2. Quality Inspection
Test and inspections shall be performed as per the following
procedures:
a. All items of the equipment to be supplied under these
technical specifications shall be subject to the quality test
and inspection by the Contractor prior to their shipment from
the origin country. Should any deviation and/or variations
from the specifications be found, the Contractor must report
and obtain the approval of the Purchaser thereof. The
Purchaser will have the right to reject any equipment or
materials which do not meet the requirenients stipulated in
the technical specifications
b. The Contractor shall conduct functional test of the equipinent
and shall chcck the accessories, in order to ensure that their
conditions are good and adequate for proper operations and
maintenance.
3. Transfer of Title for Equipment
The title of all equipment to be supplied under this Contract shall
be transferred to the Purchaser from the Contractor after all
payments have been made. However notwithstanding delivery of
equipment to the Purchaser (hospital), the Contractor shall be
responsible the damage to equipment during the installation,
testing, testing and commissioning to be canried out under his
control and responsibility until the completion of work.
4. Compliance with the Technical Specifications
All equipment to be supplied under the Contract shall be brand new,
of latest generation, unused, free of faulty workmanship/materials
shall meet/comply with the technical specifications.
5. Standards
a. All the equipment and works shall conform to the approved
standards of the origin country and the following standards
wherever applicable and shall meet Indonesian national and
local regulation which are inverse at the moment of the
installation.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 22 -
b. Even if some codes and standard are designated in the
technical specifications, the other codes and standards not
shown therein are also applicable instead of the designated
codes and standards and meet the requirements thereof.
c. Code and General Standards.
All works performed under this Contract shall be completed
with all necessary equipment for its satisfactory operation,
control, maintenance and safety under all International
standard of services.
d. All the electrically operated equipment shall be 220 V/380 V
(+/-10%), 50 Hz, or otherwise specified.
6. Labels and Plates
The equipment shall be provided with a sticker label except those
identified by the Purchaser as being impossible to stick on these
labels shall specify the manufacturer's model name and serial
numbers etc.
7. Packing and Marking
The equipment shall bc packed for seaworthy shipment. Such packing
shall be sufficient to ensure full protection against severe
tropical conditions until arrival at the destination. These
equipment shall be shipped by container vessel to the designated
site Shipping marking shall be made in accordance with Article IX.
The Contractor shall xxxx each bundle, bale, package, case or any
other type or container, and deliver them as per Contractual
obligations. Truck and railway transportation is also allowed for
local transportation.
8. Temporary Facilities
In case a part of the Purchaser's facilities is necessary to
be occupied by tbe Contractor he shall submit to the
Purchaser or the hospital lor his approval the plan showing
such occupation as well as protection of facilities against
any damage and theft. Arrangement of the temporary
facilities shall be done by the local partner.
9. WARRANTY AND GUARANTEE
a. The Contractor shall warranty and guarantee brand new
equipment and the proper functioning of the equipment for a
period of 12 (twelve) months from the date of Certificate of
Acceptance 1 (COA I). If any part of the equipment
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 23 -
breakdown or fails due to faulty of improper design,
materials, workmanship, manufacturer or
fabrications/instruction, or fails to meet the requirements of
the technical specifications, then the Contractor upon
notification in writing from the Purchaser shall, as promptly
as possible thereafter, repair or replace at Contractors sole
option every such defective or improper part of the equipment.
If the equipment becomes defective due to non fault of the
Contractor such as voltage fluctuations, misuse and
negligence, the Contractor shall be indemnified by the
Purchaser in respect of repair or replace thereof.
b. The Purchaser shall promptly notify the Contractor and the
Contractor shall, within 30 (thirty) days rectify or replace
the defective parts, components of equipment at no cost to the
Purchaser, Defective spare-parts become the property of the
Contractor as soon as they have been replaced.
c. The Contractor shall guarantee the availability of all
spare-parts, replacement materials of the equipmcnt supplied
with the shortest delivery time for a period of 5 (five) years
after the Certificate of Handling Over 1 (COHO 1).
d. The Contractor shall ensure the goods and materials, provide
their standard guarantee for works under all sections of the
specifications. However, such guarantees shall be in addition
to and not in lieu of all other responsibilities and
liabilities of the Contractor.
e. The warranty shall not include lamps, tubes, crystals
semiconductors, rectifier, vibrators and batteries or other
parts being subject to unavoidable wear and tear.
f. During the period of warranty the Contractor shall have the
right of access, at all reasonable working hours, at his own
risk and expense, by himself or his duly authorized local
representative whose name shall have previously been
communicated in writing to the Purchaser, to all parts of the
works for the purpose of inspecting the work and taking notes
of performance. Subject to the Purchaser's approval, which
shall not be reasonably withheld, the Contractor may at his
own risk and expense make any test which he considers
advisable.
g. All other claims of or whatsoever kind which may be put
forward by the Purchaser are excluded.
10. ACCESS TO THE SITE
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 24 -
a. The Purchaser shall give the Contractor access to the
designated site during the period of validity of Contract
unless otherwise provided. Should any delay take place in
giving the Contractor access to the designated site or should
such access be suspended or is considered inadequate, the
delay, suspension of inadequacy shall be deemed not to
constitute a breach of the Contract but the Contractor will
receive an extension of time for the completion of the works,
if so requested in writing by Contractor.
b. The Contractor shall give a notice to the Purchaser at least
15 (fifteen) days before commencing field works at the
site(s), in cases where such works are required.
c. The Contractor shall at all times consult with the Purchaser
and obtain 14 (fourteen) days prior approval for any action
likely to interfere with the user's operations. The Purchaser
shall reply to any such request within 7 (seven) days.
11. TESTS AND INSPECTIONS
a. In addition to the provisions of the scope of works in Article
VII of the Contract, the Contractor shall, in the presence of
the Purchaser and/or the authorized personnel of the Purchaser
execute the work, and inspect and test the equipment in
accordance with the technical specifications. Any defect
discovered during such inspection and test shall be corrected
promptly by the Contractor at his own expense to the
satisfaction of the Purchaser and/or the authorized personnel
of the Purchaser.
All Contractor instruction must be strictly observed and
adhered to with respect to Site Preparation,
installation/setting up and commissioning of the supplied
equipment.
b. The Contractor shall make records of the results of each
inspection and test and submit them to the Purchaser.
12. SPARE PARTS
The Contractor shall provide the Purchaser with a documentary
guarantee of the equipment to be supplied, making available for sale
to the Purchaser such as spares and accessories as maybe necessary
for the operation of the equipment for a period of 5 (five) years
from the date of Certificate of Handing Over I (COHO 1). This
document shall be submitted within 1 (one) month before COHO 1.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 25 -
13. OPERATION MANUALS AND SERVICE MANUALS
Prior to the installation/setting up of equipment the Contractor
shall provide to the hospital.
a. 2 (two) copies of operation manuals written in English
language and/or if available by the manufacturer in Indonesian
language.
b. 1 (one) copy of installation/service manuals written in
English for all of the equipment.
14. CERTIFICATE/LICENSE FOR OPERATION
The Contractor assisted by the local partner shall obtain the
necessary certificate/license for the importation of equipment to be
supplied under this Contract according to the prevailing applicable
rules and regulations of the Indonesian Government.
15. SUBMITTALS
a. The Contractor shall prepare and submit the following papers
in English to the Purchaser within 3 (three) months after the
receipt of notification of the Effective Date.
1. Work Schedule
The Contractor shall submit to the Purchaser for
approval a complete work schedule providing for the
orderly performance of the works together with a
detailed breakdown of the proposed schedule for the
performance of each item of the works which indicates
the following:
a. L/C arrangement
b. The Effective Date
c. Supply of equipment
- equipment schedule
- shipping
- installation works
- functional test
d. Training for the hospital staffs
e. 48 months maintenance program
2. Organization Set Up
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 26 -
- Project Team of Contractor
3. Execution Plan
- Basic details of each activities
- Project procedure (correspondence, reporting
authorization invoicing, inspection, etc.)
b. The Contractor shall submit the following papers in English to
the Purchaser
1. Within 3 (three) months after the Effective Date of the
Contract
a. List of recommended spare parts of item for
the project
b. Required pre-installation drawings for
the project
2. Within 4 (four) months after the Effective Date of the
Contract for approval
- Training program = 4 sets
3. Within 6 (six) months after the Effective Date of the
Contract for approval
- 48 months maintenance program = 4 sets
c. The contractor shall submit the following papers to the
Purchaser upon completion of the works in 4 sets each.
1. List of the equipment supplied & supplies
2. List of recommend spare-parts
3. Results of the tests and inspection of the equipment
supplied as the requirement of Article VII
4. As built drawing of equipment installation for any
relevant hospital sites.
16. RECORDS AND REPORTS
The Contractor shall submit from time to time to the Purchaser,
notices and other documents as specified in the Instruction to the
supplier as well as records and report which shall include but not
limited to the following, in 4 set each.
a. Installation with illustration and/or relevant photographs
if necessary
b. Three monthly report, on the execution of the works as
follows:
Within the first 10 (ten) days of each three months during the
performance of the works under the Contract, the Contractor
shall submit to the Purchaser
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 27 -
2 (two) copies of a type-written report covering the works
planned for the succeeding month in detail using the forms
acceptable to the Purchaser. Such a report shall include among
others:
1. Physical progress for the three months and estimated
progress for the succeeding three month.
2. Completion schedule (target and actual)
3. Photographs showing the dominant works progress
performed at each hospital.
4. Any delay and its reasons.
5. Necessary pictures/photo taken from particular event of
works.
ARTICLE IX
COMPLETION OF WORKS
Time of Completion
The Contractor shall complete all the works exclusive 48 months maintenance
program at the latest 78 (seventy eight) months after the Effective Date.
However in the event that an extension of time for completion of the works
becomes necessary due to causes beyond the control and responsibility of the
Contractor or to cause not iniputable to the Purchaser, excluding events
mentioned in Force Majeur clause XIII paragraph 3, the extension of time shall
be negotiated between the parties hereto:
Effective Date :
a. This Contract shall come into force automatically at the time of
fulfillment of the following events
1) Signature of the present Contract.
2) Issuance of the Minister of health Decree No.
78/menkes/II/1999 dated February 3, 1999.
3) Signature of the Credit Agreement between ABN AMRO and MOF RI
containing the stipulations that it shall enter into force
upon effectiveness of this Contract.
4) Issuance of all necessary authorizations from the Indonesian
and Contractor authorities.
5) Opening of L/C through Bank of Indonesia in favor of the
Contractor/effectiveness of L/C.
6) Notification by the Contractor of fulfillment of the preceding
events.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 28 -
b. The notification by the Contractor shall be issued on the same day
of receiving the advance payment in 3 (three) copies. One copy will
be sent to the Director General of Medical Care, one copy to the
project officer and one copy to local partner. The date of
notification shall be considered as the Effective Date.
Certificate of Acceptance and partial handing over
a. Completion of site preparation
After completion of the site preparation, the completion of the
works will be substantiated by the issuance of the Certificate of
Acceptance 0 (COA 0) by the receiving committee.
b. Completion of works for supply and installation of equipment.
After installation and functional tests, the completion of the work
will be substantiated by the issuance of the Certificate of
Acceptance I (COA I) for the equipment by the receiving Committee.
If the Certificate of Acceptance (COA I) has not been issued within
2 (two) weeks after the functional test, the Contractor shall make
records of the result of functional test and submit them by
registered letter to the project officer without undue delay. Within
1 (one) week upon receipt of such registered letter, purchaser is
obliged to issue the COA 1 to Contractor.
c. Completion of Training for the Hospital Staff and partial acceptance
During training phase, the completion of the work will be
substantiated by the issuance of Certificate of Acceptance 2 (COA 2)
for the equipment by the receiving committee.
When the respective training have been completed, the receiving
committee will issue immediately a Certificate of Acceptance (COA
2). If the Certificate of Acceptance 2 (COA 2) has not been issued
within 2 (two) weeks after the completion of the training the
Contractor shall make records of the results of the training and
submit them by registered letter to the project officer without
undue delay.
d. Completion of 12 months Maintenance Program
1. During the completion of the first year of the 48 months
maintenance program the Contractor shall make the reports
receiving committee substantiated by Xxxxxxxxxxx xx Xxxxxxxxxx
0x (XXX 0x).
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 29 -
2. During the completion of the second year of the four years of
maintenance program the Contractor shall make the reports
receiving committee substantiated by Xxxxxxxxxxx xx Xxxxxxxxxx
0x (XXX 0x).
3. During the completion of the third year of the four years
maintenance program the Contractor shall make the reports
receiving committee substantiated by Certificate of Acceptance
3c (COA 3c).
4. During the completion of the fourth year of the four years
maintenance program the Contractor shall make the reports
receiving committee substantiated by Certificate of Acceptance
3d (COA 3d)
5. If any of xxx XXX 0x, XXX 0x, XXX 0x, and COA 3d have not been
issued within 2 (two) weeks after the completion of each
maintenance year promptly by the receiving committee after
proper completion of each maintenance year the Contractor
shall make records of the result of the maintenance year and
submit them by registered letter to the project officer
without undue delay.
6. During the 48 months maintenance program the Contractor shall
issue regular reports from the performed
visits/repairs/maintenance, including recommendations and
suggestions to be found necessary to report to the Purchaser.
e. Completion of consumables and spare parts - see annex IX
Certificate Handing Over
a. Handing Over 1 (COHO 1)
Upon successful completion of functional test confirmed by the
Certificate of Acceptance 1 of the equipment, the project officer
shall issue the Certificate of Handing Over 1 within 15 (fifteen)
days after issuance of the last Certificate of Acceptance 1 and
obtain a letter of warranty and guarantee to be issued by the
Contractor.
If the Certificate of Handing Over 1 has not been issued within
these 15 (fifteen) days the Contractor shall make records of the
result of the installation works and submit them by registered
letter to the project officer without undue delay.
b. Handing Over 2 (COHO 2)
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 30 -
Upon successful completion of training confirmed by the Certificate
of Acceptance 2 of the equipment, the project officer shall issue
the Certificate of Handing Over 2 within 15 (fifteen) days after
issuance of the last Certificate of Acceptance 2.
If the Certificate of Handing Over 2 has not been issued within
these 15 (fifteen) days the Contractor shall make records of the
result of the training works and submit them by registered letter to
the project officer without undue delay.
c. Handing Over 3 (Final)
Upon successful completion of all works including the four years
maintenance program the Contractor shall inform the Purchaser in
writing by registered letter that all the works under the Contract
have been completed.
Within 15 (fifteen) days after such notice, the Purchaser shall
issue a Certificate of Handing Over 3 (final to the Contractor which
relieves the Contractor of all Contractual obligations.
Certificate by Rights
If any Certificate of Acceptance or Certificate of Handing Over have not been
issued within 30 (thirty) days after the date of registered letter from
Contractor to project officer, submitting records of the corresponding work or
works, and if the project officer has not raised any objections, the Certificate
of Acceptance or Certificate of Handling Over will be automatically considered
as effective by rights.
DEFAULT
If the Contractor after being notified three times in writing by Purchaser fails
to meet any serious Contractual obligation for a specific part of the works, he
shall be deemed to be in default and Purchaser may declare after granting
Contractor an in advance agreed upon time, to remedy the faults or to meet the
obligations, the forfeit of the Contract for the specific part of works under
dispute:
1. Contract fails to observe serious obligations, terms and conditions or
stipulations contained in the Contract without any justified reason and
after been notified three times by Purchaser to do so.
2. Contractor suspends, without justifiable reason, the performance of the
works wholly or substantially before completion thereof.
3. Contractor fails to proceed with the works with due diligence and in a
competent manner.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 31 -
The Contractor shall be liable only for all direct damages caused by liquidation
under the terms of the Contract, including increased costs to complete relevant
works and increased administrative costs, suffered by the Purchaser as result of
the Contractors default. The Contractors liability is limited as per article XV
paragraph 5.
ARTICLE X
CONTRACT PRICE AND PAYMENT
1. Contract Price
The Purchaser shall pay to the Contractor for the scope of works
stipulated in the Article VII which is performed by the Contractor under
the Contract, the sum of:
NLG: 62,840,397.94 (in words sixty two million eight hundred
forty thousand three hundred ninety seven Dutch Guilders and ninety
four cents)
2. Validity Price
The above price is firm for a Contract having come into force before May
1, 1999.
3. NO PRICE ESCALATION
Any increased cost incidental to the execution of the works due to any
economic dislocation either in Netherlands or the Republic of Indonesia or
to any other causes such as currency restriction, price like of materials
and supply, minimum wages like for labor and reevaluation of the currency,
can not be claimed by the Contractor or the Purchaser.
However in the case for reason beyond the Contractor's control the
completion of the work and/or issuance of the Certificate of Acceptance is
delayed beyond 20 months, the unpaid part of the price shall be adjusted
if such adjustment can be justified by the Contractor.
4. METHOD OF PAYMENT
a. The payment to the Contractor shall be in accordance with the
proceedings of the Credit Agreement concluded between the ABN AMRO
Bank N.V., of Amsterdam and the Government of Indonesia.
b. Payment to the Contractor shall be made in accordance with the
manner and procedure as set forth hereunder:
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 32 -
1. The Ministry shall establish an irrevocable divisible and
confirmed Letter of Credit, under which partial shipments will
be allowed, by Bank Indonesia in favor of the Contractor, via
the ABN AMRO Bank N.V. at Amsterdam, immediately after the
signing of the Credit Agreement. The letter of credit shall be
valid for a maximum period of 21 (twenty-one) months after the
Effective Date.
2. The said Letter of Credit shall cover an aggregate amount of
NLG 62,840,397.94 (in words sixty two million eight hundred
forty thousand three hundred ninety seven Dutch Guilders and
ninety four cents) and shall be payable to the Contractor on
an installment basis against the Contractor's submission of
the necessary documents, except for the advance payment, which
shall be made as follows:
A. ADVANCE PAYMENT
The Purchaser shall pay to the Contractor the sum of NLG
12,568,079.59 (in words twelve million five hundred
sixty eight thousand seventy nine Dutch Guilders and
fifty nine cents) as an advance payment equivalent to
20% (twenty percent) of the total amount of the Contract
price for the supply and services under the said Letter
of Credit, upon presentation of a simple receipt.
The advance payment shall be fully set off by deducting
the sum of 20% (twenty percent) of the CIF price of the
equipment, installation works, Site preparation,
training, consumables and maintenance.
The Contractor shall furnish the Ministry with an
advance payment bond issued by an accredited Indonesian
bank or Indonesian State owned bank of the same amount.
The amount of the advance payment bond shall
automatically be reduced proportionally per invoice
under said letter of credit.
This advance payment bond shall remain in force until
the advance payment is fully set off and shall be null
and void after the last invoice under said letter of
credit has been sent.
B. PAYMENT FOR SUPPLY OF EQUIPMENT, CONSUMABLES AND
TECHNICAL SHARE PARTS
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 33 -
The Purchaser shall pay to the Contractor NLG
40,963,805.60 (in words Forty million nine hundred sixty
three thousand and eight hundred five Dutch Guilders and
sixty cents) the equivalent of 100% (one hundred
percent) of the total FOB supply Contract price consist
of equipment equivalent NLG 35,563,414.15, consumable
equivalent NLG 4,032,254.81 and technical parts
equivalent NLG 1,368,136.73, after deduction of the
respective 20% advance payment. Therefore the Contractor
shall receive NLG 32,771,044.55 (in words thirty two
million seven hundred seventy one thousand and forty
four Dutch Guilders and fifty five cents) out of the
letter of credit against presentation of the following
documents:
o Respective invoice of the Contractor
o Packing list and weight list
o Full set of bills of lading made out to order, blank
endorsed marked "freight prepaid" and/or airway xxxx
o Insurance certificate/policy
o Certificate of origin
o Copy of a duly issued bank guarantee (article XI)
C. PAYMENT FOR OCEAN FREIGHT, INSURANCE PREMIUM, HANDLING
COSTS, INLAND TRANSPORTATION AND INSURANCE COSTS
The Purchaser shall pay pro rata based on the invoiced
value of the shipped equipment (meant under paragraph 4
B supra), to the Contractor an aggregate amount of NLG
3,308,817.50 (in words three million three hundred eight
thousand eight hundred seventeen Dutch Guilders and
fifty cents) the equivalent of 100% (one hundred
percent) of the total ocean freight, insurance premium,
handling costs, inland transportation and insurance
costs after deduction of the respective 20% advance
payment.
Therefore the Contractor shall receive NLG 2,647,054.00
(in words two million six hundred forty seven thousand
fifty four Dutch Guilders) out of the letter of credit
against presentation of the following documents:
o respective invoice of the Contractor;
o insurance certificate/policy
o freight notes
D. PAYMENT FOR INSTALLATION AND COMMISSIONING
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 34 -
The Purchaser shall pay pro rata based on the services
performed as specified in Annex V, to the Contractor the
aggregate amount of NLG 2,374,475.00 (in words two
million three hundred seventy four thousand four hundred
seventy five Dutch Guilders) the equivalent of 100% (one
hundred percent) of the installation and commissioning
Contract price after deduction of the respective 20%
(twenty percent) advance payment. Therefore the
Contractor shall receive NLG 1,899,580.00 (in words one
million eight hundred ninety nine thousand five hundred
eighty Dutch Guilders) out of the letter of credit
against presentation of the following documents:
o certificate of acceptance (COA 1)
o invoice of the Contractor
E. PAYMENT OF SITE PREPARATION
The Purchaser shall pay pro rata based on the services
performed to the Contractor the amount of NLG
3,697,687.50 (in words three million six hundred
ninety-seven thousand six hundred eighty seven Dutch
Guilders and fifty cents) the equivalent of 100% (one
hundred percent) of the Site preparation Contract price
after deduction of the respective 20% (twenty percent)
advance payment. Therefore the Contractor shall receive
NLG 2,958,150.00 (in words two million nine hundred
fifty-eight thousand one hundred fifty Dutch Guilders)
out of the letter of credit against presentation of the
following documents:
o certificate of acceptance 0 (COA 0)
o invoice of the Contractor
F. PAYMENT OF TRAINING
The Purchaser shall pay for services as specified in
Annex III, to the Contractor the amount of NLG
6,177,862.25 (in words six million one hundred seventy
seven thousands and eight hundred sixty two Dutch
Guilders) and twenty five cents) the equivalent of 100%
(one hundred percent) of the training, maintenance
Contract and consumables Contract price after deduction
of the respective 20% (twenty percent) advance payment.
Therefore the Contractor shall receive, however not
earlier than 16 (sixteen) months after the Effective
Date NLG 4,942,289.80 (in words four million nine
hundred forty two thousands two hundred eighty nine
Dutch Guilders
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 35 -
and eighty cents) our of the letter of credit against
presentation of the following documents:
o Copy of a duly issued bank guarantee (article XI);
o invoice of the Contractor
G. PAYMENT OF MAINTENANCE CONTRACT
The purchaser shall pay for services as specified in
Annex IV, to the Contractor the amount of NLG
6,317,750.00 (in words Six million three hundred
seventeen thousands seven hundred fifty Dutch Guilder)
the equivalent of 100% (one hundred percent) of the
maintenance and consumables contract price after
deduction of the respective 20% (twenty percent) advance
payment. Therefore the contractor shall receive, however
not earlier than 16 (sixteen) months after the Effective
Date NLG 5,054,200.00 (in words five million fifty four
thousands and two hundred Dutch Guilder) out of the
letter of credit against presentation of the following
documents:
o Copy of duly issued bank guarantee (article XI);
o Invoice of the contractor
ARTICLE XI
PERFORMANCE BOND AND BANK GUARANTEE
1. PERFORMANCE BOND
For the purpose of guaranteeing satisfactory performance of the obligations by
the Contractor in compliance with the terms and conditions of this Contract, the
Contractor shall submit a performance bond at the time of signing the Credit
Agreement in the form of bond draft/guarantee to the Purchaser amounting to 5%
(five percent) of the Contract price.
The performance bond shall be issued by a first class bank in The Netherlands
and endorsed by an accredited Indonesian Bank or Indonesian state owned bank in
the Republic of Indonesia, both must be acceptable to the Purchaser, provided
always that the bank guarantee shall be of format approved by the Purchaser.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 36 -
2. BANK GUARANTEE
For the purpose of guaranteeing the satisfactory compliance of the obligations
with respect to training, maintenance and consumables of this Contract, the
Contractor shall submit a bank guarantee at the time as stated in article X
paragraph 4.
The bank guarantee shall be issued by a first class bank in The Netherlands and
endorsed by an accredited Indonesian Bank or Indonesian state owned bank in the
Republic of Indonesia, both must be acceptable to the Purchaser, provided always
that the bank guarantee shall be of a format approved by the Purchaser.
The maximum amount of the guarantee, i.e., NLG 16,527,867.06 (in words sixteen
million five hundred twenty seven thousand eight hundred sixty seven Dutch
Guilders and six cents) shall be reduced according to the following
reduction-schedule.
It is noted that the value of consumables delivered, inspected and accepted by
MOH will be deducted from the aforementioned maximum amount.
o 18 months after the Effective Date to a maximum of
NLG 16,527,867.06 (in words sixteen million five
hundred twenty seven thousand eight hundred sixty
seven Dutch Guilders and six cents);
o 30 months after the Effective Date to a maximum of
NLG 13,222,293.65 (in words thirteen million two
hundred twenty two thousand two hundred ninety three
Dutch Guilders and sixty five cents);
o 42 months after the Effective Date to a maximum of
NLG 9,916,720.24 (in words nine million nine hundred
sixteen thousand seven hundred twenty Dutch Guilders
and twenty four cents);
o 54 months after the Effective Date to a maximum of
NLG 6,611,146.82 (in words six million six hundred
eleven thousand one hundred forty six Dutch Guilders
and eighty two cents);
o 66 months after the Effective Date to a maximum of
NLG 3,305,573.41 (in words three million three
hundred five thousand five hundred seventy three
Dutch Guilders and forty one cents);
o 78 months after the Effective Date to nil Dutch
Guilders.
RELEASE OF THE PERFORMANCE BOND AND THE BANK GUARANTEE
a. Performance Bond
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 37 -
The Purchaser shall release the Performance bond against the submission
of:
- Certificate of Handing Over 1 7 copies
- Note of Receipt of Original
Bank Guarantee Letter (1 original, 6 copies)
b. Bank guarantee
The Purchaser shall release the Bank guarantee against the submission of:
* Certificate of Handling Over 3 (COHO 2) 7 copies
ARTICLE XII
VARIATION OF ORDER
Any variation of the Contract requires both parties written consent. If the
Purchaser consider it desirable to make any variations of the Contract, the
Purchaser may by written notice informing the Contractor of such variation. The
execution of such variation is based on mutual agreement by both parties. No
such variation shall in any way violate or invalidate the Contract and the total
value of the Contract.
ARTICLE XIII
LAWS AND REGULATIONS
1. LAWS AND REGULATIONS FOR WORKS
a. The Contractor shall make its best effort to ensure that the
personnel of the Contractor and their dependents, while staying in
the Republic of Indonesia, shall respect and abide by the law and
regulation of the Republic of Indonesia.
b. All the operation of the Contractor for the works shall be conducted
in compliance with all applicable laws, regulations, codes and
standard and the terms and conditions of the Credit Agreement. The
Contractor shall protect, absolve and indemnify the Purchasers, and
the representatives from any claims, loss or damage arising from any
non-compliance proved, without claiming them for payment.
c. The Contractor shall also make his best efforts to conform to the
requirement of all laws, regulations, standards, ordinance and to
the lawful requirements of local government and other authorities in
the Republic of Indonesia affecting in any way or applicable to the
Works, the performance of the works, and the safety of the person on
or in the vicinity of the designated sites.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 38 -
d. The Contractor shall also make his best efforts to conform in all
respects with the provisions of the regulations or by laws of any
local or other duly constitute authority which may be applicable to
the works.
2. DISPUTES AND ARBITRATION
Should any disputes controversies or differences arise between the parties
hereto, out of or in connection with this Contract, either party shall as
soon as possible, give to the other party a notice in writing of the
existence of such disputes, controversies or differences, specifying the
nature and point of issue, and both parties hereto shall first endeavor to
solve such disputes, controversies or difference, in an amicable manner.
If the parties hereto fail to reach an agreement, such disputes,
controversies or differences shall be finally settled by arbitration to be
held in London, The United Kingdom by three arbiters under the rules of
Conciliation and Arbitration of the International Chamber of Commerce
(latest version of ICC rules Paris, France). The language of arbitration
shall be English, applicable law shall be the laws of the United Kingdom.
The award rendered by the arbitrators shall be final and binding for both
parties.
3. FORCE MAJEURE
a. In the event of the occurrence of force majeure, each party hereto
shall be entitled to suspend the performance of its obligations
under this Contract for the duration of prevention or delay caused
by such force majeure without being held liable for any loss or
damage resulting therefrom to the other party.
b. The expression "force majeure" includes any circumstances or event
beyond Contractor's reasonable control in consequence of which
Contractor cannot perform or cannot reasonably be required to
perform its obligations so prevented or delayed, such as war,
hostilities, invasion, act of foreign enemies, rebellion or
revolution, insurrection of military or usurped power, civil war,
riot, commotion or disorder, strikes or labor troubles,
non-availability of transport, freight embargoes, inability to
procure after due and timely diligence, shortage of equipment parts,
raw materials or other deliverables due on the part of Contractor's
suppliers, any operation of the forces of nature such as
earthquakes, cyclones, storms or floods, non-availability of any
permits, license, authorizations and/or administrative requirements
and/or governmental regulations.
c. If the period of prevention or delay caused by force majeure lasts
six (6) consecutive months, the Parties shall agree upon a revised
basis for continuing this Contract.
4. ASSIGNMENT AND SUBLETTING
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 39 -
The Contractor shall not assign the Contract or any part thereof, or any
benefit or interest therein and thereunder, other than by a charge in
favor of the Contractor's Banker of any money due to or become due under
this Contract, without the prior written consent of the Purchaser, which
shall not be unreasonably withheld.
However, Contractor is entitled to assign or delegate wholly or partially
its rights and/or obligations pursuant to this Contract to any company
within its group of companies or to its subcontractors or sub suppliers.
For the performance of its obligations under any part of this Contract,
Contractor shall be entitled to appoint one or more subcontractors and/or
sub suppliers. However, any subcontracting and/or sub supplying under this
Contract shall not relieve Contractor from any obligation under this
Contract.
5. COMMENCEMENT OF VALIDITY OF CONTRACT
The Contract shall come into force on the Effective Date. The Contractor
shall commence the works immediately after the Effective Date of the
Contract and shall proceed with the same with due expedition and without
delay.
6. EARLY TERMINATION OF CONTRACT
a) should either party default in the execution of its substantial
contractual obligations, the other party shall give the defaulting
party notice in writing to remedy such default in a mutually agreed
upon time.
b) failure of the defaulting party in taking corrective measure as
required by the other party within 60 (sixty) days of the receipt of
such notice shall constitute a sufficient cause for the other party
to terminate this Contract, provided always that such termination
under this paragraph shall be subject to the approval of the
Purchaser and the Contractor.
c) the Purchaser may terminate the Contract upon 30 (thirty) days
written notice to the Contractor should the Contractor not fulfill
his substantial contractual obligations as stipulated in the
Contract for more than 60 (sixty) consecutive days.
d) the Contractor may terminate this Contract upon 30 (thirty) days
written notice to the Purchaser, should the Purchaser delay the
payment without any reason, stipulated in Article X, Contract price
and payment of the Contract for more than 60 (sixty) consecutive
days.
e) in the event of termination of the Contract for the reason of
sub-clause (a) and (b) above, the Contractor shall be paid by the
Purchaser for this works including other contractual obligations
related to the Contract carried out up to the termination date.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 40 -
f) in the event that any party terminates this Contract in whole or in
part as provided in this clause, the parties will try to establish
by mutual agreement a liquidation settlement.
ARTICLE XIV
TAX AND DUTIES
1. STAMP DUTIES
According to the prevailing regulations, Stamp Duties of this Contract
shall be borne by the Contractor and paid on the date of signing the
Contract.
2. NON INDONESIA TAXES
The Contractor shall pay all non-Indonesian taxes, such as sales, income,
and other taxes and duties, such as tariffs and import duties lawfully
assessed abroad against the contractor in connection with the work covered
in the Contract, and the Contractor shall not receive any additional
reimbursement from the Purchaser in respect on changes in such tariffs,
duties, or other taxes paid by the Contractor.
3. LOCAL TAXES AND DUTIES
a. The Contractor shall be exempted from all customs, duties, taxes,
levies, fees handling charges, commissions, and other impositions of
any authority in the Republic of Indonesia in connection with the
performance of the Contractor's obligations under the Contract,
which include internal, stamp and other duties concerning the
Contract, corporation tax, business tax, income tax, and other taxes
and levies of any nature whatsoever in respect of:
1. Any payments made to the Contractor for the performance of the
obligation under the Contract.
2. Any equipment, tools and materials brought by the Contractor
into the Republic of Indonesia for the performance of the
works which will, after having been brought into the Republic
of Indonesia be subsequently withdrawn there from after the
completion of the works.
3. Any property brought into the Republic of Indonesia by the
Contractor for their use or consumption which will, after
having been brought into the Republic of Indonesia, be
subsequently withdrawn there from if not consumed at the time
of departure.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 41 -
Additionally, the Contractor shall re-export under the same
condition at his own expense all defective spare-parts during
the Contract period.
b. For which the Purchaser shall take measures necessary for the
aforementioned clause, the Contractor shall submit the list of
expatriates personnel, 7 (seven) days before the arrival of the
personnel to be dispatched to Indonesia for the purpose of the
works, starting their names, ages, sex, and address in their
countries, approximate duration of stay.
c. The Purchaser will provide the Contractor immediately after the
Effective Date a letter declaring full and unconditional
tax-exemption for any and all shipments related to the execution of
this Contract, copy if this letter will be sent by Purchaser to the
customs authorities and the Ministry of Finance of the Republic
Indonesia.
ARTICLE XV
OTHERS
1. RESPONSIBILITY OF THE PURCHASER
a. The Purchaser shall assist promptly unloading and customs clearance
at the port of disembarkation in the Republic of Indonesia of the
equipment to be supplied under the Contract.
b. The Purchaser shall assist the Contractor and his expatriate staffs
to obtain necessary entry and exit visas, working permit, residence
permit, foreign exchange permit and travel document required during
their stay in the Republic of Indonesia.
c. The Purchaser shall perform their obligations in relation to the
execution of the local works such as construction of the building
including the standard mechanical and electrical requirements, the
installation of clean air and air conditioning system, the
installation of all electrical system and automatic doors, and the
provisions of all pre- installation works.
d. The Purchaser shall provide the availability and the use of
electricity, water and drainage and other incidental facilities
related to the works.
e. The Purchaser shall assure that the Hospital concerned will be ready
for Site Preparation as in Annex ....
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 42 -
f. The Purchaser shall provide free of charge space for the proper
storage of the untracked equipment at the hospital sites.
2. LANGUAGE, MEASUREMENTS AND CALENDER
a. All documents and correspondences related to the Contract shall be
in English.
b. All measurements shall be in metric units unless otherwise
specified.
c. All dates and terms referred to this Contract shall be related to
Gregorian Calender.
3. INTERPRETATION
All general language or requirements embodies in the technical
specification are intended to amplify, explain and implement the
requirements of this Contract.
However, in the event that any language or requirements so embodied permit
and interpretation inconsistent with any provision of this Contract, then
in each of every such event, the applicable provision of this Contract
shall prevail and govern.
4. GENERAL END-USER SOFTWARE LICENSE
Software included in or accompanying the delivered equipment shall remain
the property of Contractor. Contractor hereby grants to Purchaser and
Purchaser accepts from Contractor a non-exclusive and non-transferable
right for its own use of such software and documentation and Purchaser
shall not reproduce, modify, divulge the software and documentation to any
third party without Contractors prior written consent, as further set
forth in Annex ... (general end-user software license) attached hereto.
5. LIQUIDATED DAMAGES, DELAY AND LIABILITY
5.1. The Contractor shall pay the Purchaser as liquidated damages a sum
equivalent to 0.10% of the amount of the undelivered goods, works
and services per day of delay for the site or the sites delayed.
5.2. The total liquidated damages payable to the Purchaser shall not in
any case exceed 5% (five percent) of the Contractual value of the
unit of equipment, works or services for which delivery or
completion was delayed. The Contractor is liable only for direct
damages caused by his personnel or equipment supplied under this
Contract and only during the Contract period. The total liability
shall be limited to the amount of the performance bond.
5.3. During the term of the Contract, Contractor accepts liability only
for personnel injury and Contractor will indemnify and hold
Purchaser harmless, up to a maximum of
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 43 -
NLG 1,000,000.00 (one million Dutch Guilders) per whole event, to
the extent such injury are the direct cause of Contractor's willful
misconduct or gross negligence or of persons providing maintenance
services on Contractor's behalf, as well as to the extent such
injury or damages are the direct cause of proven defects in faulty
workmanship in equipment supplied by Contractor.
Contractor shall not be liable for any consequential or other
special or indirect or punitive damages nor for any loss of
whatsoever nature and howsoever arising other than those for which
contractor has expressly assumed liability herein and contractor's
liability shall in no event include any patent liabilities or patent
indemnification.
6. INTRODUCTION OF THE EURO
As from the date that the Dutch Guilder ceases to be legal tender within
the Netherlands, at the latest envisaged to be July 1, 2002, in accordance
with article 109 L (4) of the Treaty establishing the Europe Economic
Community, as amended by the Treaty on the European Union (The Maastricht
Treaty), this Contract will be performed in Euro and all orders and
invoices will be sent in Euro and all payment obligations under this
Contract shall be satisfied in Euro and all denominations in Dutch Guilder
shall be substituted by the denominations in Euro, according to the
conversion rate of the Dutch Guilder against the Euro fixed in accordance
with aforesaid article 109 L (4). Parties hereto affirm and agree that the
conversion of the obligations under this Contract from Dutch Guilder into
Euro shall in no way be a reason for early termination or revision or
amendment of this Contract. This clause prevails over any Force Majeure.
7. DISPATCH OF SUPPLIER/MANUFACTURER'S PERSONNEL
a. The Contractor shall dispatch an appropriate and sufficient number
of personnel to site to perform works. The Contractor shall submit
the personnel records, qualification and relevant professional
experience of the said personnel to the project officer.
b. The Contractor shall dispatch engineers to the designated site who
have sufficient experience in the works of installation/setting up,
repair works commissioning and testing of the equipment as well as
on site training to the hospital personnel concerned.
8. MISCELLANEOUS
Any matter or circumstances not provided for herein shall be settled by
agreement among the Purchaser and the Contractor.
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 44 -
9. COPIES OF CONTRACT
5 (five) identical copies of this Contract will be signed of which
Purchaser will receive 3 (three) and Contractor 2 (two) copies.
10. NOTICE
Any and all notice and communications in connection with this Contract
shall be deemed to be duly given or made when it shall have been delivered
by hand, mail, telex, or cable to the party to which it is required to be
given the following address or such other address as either party may from
time to time specify in writing.
Notice to the Purchaser : THE MINISTRY OF HEALTH OF
THE REPUBLIC OF INDONESIA
Directorate General for Medical Care
Xx. X.X. Xxxxxx Xxxx Xxxxx X0 Xxx. 0-0
Xxxxxxx - Xxxxxxxxx
Telp. 00-00-000-0000/-5
00-00-000-0000/-6
Notice to the Contractor: ENRAF NONIUS,BV
PROJECT DIVISION (ENP)
XXXXXXXXXX 0, 0000 XX XXXXX
XXX XXXXXXXXXX
THE DEVELOPMENT OF MEDICAL REHABILITATION SERVICES IN INDONESIA - 45 -
