REQUEST FOR QUOTATION

[ACCEL - Egypt N° 1 / Request for Mobile Phones ]

Responses to be received by [12 February 2025]

[February/2025]

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 REQUEST FOR QUOTATION

Reference: RFQ N° [ACCEL - Egypt N° 1 ]

[ACCEL - Egypt N° 1 / Request for Mobile Phones]

Dear Bidder,

On behalf of the International Labour Office (ILO), I invite your company to submit a bid for the items described
in the Bid Form attached to this letter (Annex I).

When preparing your bid, please use the Bid Form and follow the instructions set out in the Terms and
Conditions applicable to ILO contracts (Annex II). Please return your completed Bid Form to the ILO together
with the Certification Form (Annex III) duly signed by an authorized legal representative of your company.

The conditions set out in the ILO Terms and Conditions for the Purchase of Goods, as well as any other
conditions contained in or enclosed with this letter, will become part of any contract concluded with the
successful bidder. If your offer is accepted, you will receive a formal Purchase Order.

SUBMISSION OF YOUR OFFER:

For this request, offers may be submitted by fax or E-mail. You must submit your offer strictly in compliance
with the procedures described below.

For it to be eligible for consideration, the ILO must receive your offer, signed by the legal representative and
stamped with the official seal of your company, on or before 12/02/2025 04:00 PM [(04:00 PM Cairo
Local Time insert time and time zone)] at the following address:

[For sofycopy via email : cai-accel@ilo.org]

[ZIP Code] [Cairo]

[Egypt

Offers received after the deadline specified above will not be considered. The ILO reserves the right to extend
the deadline for the submission of offers. In such an event, the ILO will inform all potential bidders in writing
of the terms and duration of the extension.

Yours faithfully

[Eric Oechslin

Decent Work for North Africa and Cairo

Office

-----------------

Attachments:
- Bid Form (Annex I)
- Certification to be submitted by a Bidder (Annex II)
- Terms and Conditions applicable to ILO contracts (Annex III)

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 [Bidder’s name & address]

Reference: RFQ N° [ACCEL - Egypt N° 1 / Request for Mobile Phones]

[IACCEL - Egypt N° 1 / Request for Mobile Phones ]
Date: 03/02/2025

Closing Date: 12/02/2025 04:00 PM [(04:00 PM Cairo Local Time )]

Submission by fax or E-mail is permitted.

Ship-to country: [Egypt]

The following should be completed by the Bidder

For the supply of goods:

Your Bid Reference Date Currency Bid Validity Date

Total Amount Delivery Time Total Weight Kg &

Place of Collection
EXW (In Days) Total Volume/M3

Total Amount Delivery Time Total Weight Kg &

Place of Collection
DAP [destination] (In Days) Total Volume/M3

Responsible for sale:

Signature:

This Quotation has been prepared in accordance with

“ILO Terms and Conditions for the Purchase of Goods”

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Proposed Specifications Unit Price Total Price

No Item Requested Specifications QTY
(to be filled by supplier) (USD) (USD)
1 I Phone 13 / Alltranitive I I Phone 13 / Alltranitive I Phone 14 or I 1
Phone 14 or I Phone 15 / Phone 15 / 128 GB / 5G / With Time
128 GB / 5G / With Time Face
Face
2 Samsung Galaxy S24 Samsung Galaxy S24 ultra / Dual SIM / 2
ultra / Dual SIM / 12 GB 12 GB RAM / 256 GB
RAM / 256 GB
3
4
etc.

Warranty [if applicable] [indicate number of months/years]

Training [if applicable] [indicate number of participants, language and venue]

[indicate for how many months/years of normal operation spare parts should be
Spare parts [if applicable]
available]

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 ANNEX II

RFQ N° [ACCEL - Egypt N° 1 / Request for Mobile Phonest ]

CERTIFICATION TO BE SUBMITTED BY A BIDDER IN AN

ILO COMPETITIVE BIDDING PROCEDURE
The ILO expects all participants in its procurement process to adhere to the very highest standards of moral and
ethical conduct and transparency, to prevent any conflict of interest and not to engage in any form of coercive,
collusive, corrupt, or fraudulent practices.

With respect to its proposal submitted in response to the ILO’s Invitation to Bid/Request for Proposal mentioned
above, the Bidder hereby certifies that:

1. The prices in its proposal have been arrived at independently without consultation, communication or
agreement with any other interested companies, competitor or potential competitor with a view to restricting
competition.

2. No attempt has been made or will be made by the Bidder to influence any other Bidder, organization,
partnership or corporation to either submit or not submit a proposal.

3. The Bidder will not offer, solicit or accept, directly or indirectly, any gratuity, gift, favour, entertainment, promises
of future employment or other benefits to or from anyone in the ILO.

4. The Bidder (parent company and/or any subsidiaries) is not identified on, or associated with any individual,
groups, undertakings and entities identified on, the list established pursuant to UN Security Council Resolution
1267 (Consolidated List).1

5. The Bidder (parent company and/or any subsidiaries) will not use the funds received under any contract with
the ILO to provide support to individuals, groups, undertakings or entities associated with terrorism.

6. The Bidder (parent company and/or any subsidiaries) is not the subject of any form of sanction imposed by an
organization or body within the United Nations System, including the World Bank.

The ILO reserves the right to cancel or terminate with immediate effect and without compensation any offer of or
contract arising from this bidding procedure in the event of any misrepresentation in relation to the above
certifications.

Definitions of terms used in this declaration:

“coercive practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, another or the
property of another to influence improperly the actions of another.

“collusive practice” is any conduct or arrangement between two or more bidders or contractors, designed to achieve
an improper purpose, including to influence improperly the actions of another or to set prices at an artificial level or
in a non-competitive manner;

“conflict of interest” is a situation that gives rise to an actual, potential or perceived conflict between the interests of
one party and another;

“corrupt practice” is the offering, giving, receiving or soliciting, directly or indirectly, of any advantage, in order to
influence improperly the actions of another;

“fraudulent practice” is any act or omission, including a misrepresentation, that knowingly or recklessly misleads,

1 The Consolidated List can be found at the website: http://www.un.org/en/sc/documents/resolutions/2005.shtml

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 ANNEX II
or attempts to mislead, another to obtain a financial or other benefit or to avoid an obligation;

The undersigned certifies/y to be duly authorized to sign this Certification on behalf of the Bidder.

Name and Position Signature Date

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 ANNEX III

TERMS AND CONDITIONS APPLICABLE TO ILO CONTRACTS

1. THE PARTIES

1.1. LEGAL STATUS OF THE PARTIES: The International Labour Organization, represented by the International Labour Office
(ILO), and the Contractor (referred to individually as a “Party” and together as the “Parties”) have the following legal status:
1.1.1. The International Labour Organization has full juridical personality, including the ability to contract and enjoys such
privileges and immunities as are necessary for the independent fulfilment of its purposes pursuant to the Constitution
of the International Labour Organisation. Nothing in or related to the Contract will be deemed a waiver of any of the
privileges and immunities of the International Labour Organization recognized in the Convention on the Privileges and
Immunities of the Specialized Agencies (1947), and relevant national and international law.
1.1.2. The Contractor is an independent contractor. Nothing contained in or relating to the Contract will be construed as
establishing or creating between the Parties the relationship of employer and employee or of principal and agent.

2. CONTRACT DOCUMENTS AND VALIDITY

2.1. NATURE OF THE CONTRACT:

2.1.1. The Contract constitutes the complete and exclusive agreement between the Parties. It supersedes all proposals,
verbal or written arrangements or agreements, and any other communications by one of the Parties or between the
Parties relating to the Contract.
2.1.2. The Contract is composed of the following documents listed in their order of precedence:
2.1.2.1. Purchase Order/Contract Document, including any specific conditions;
2.1.2.2. Terms and Conditions applicable to ILO Contracts (Annex 1); and
2.1.2.3. Any other document explicitly listed in the Purchase Order/Contract Document and attached to it (i.e., Annex
2, 3, etc).
2.1.3. Unless otherwise included in any of the documents listed in paragraph 2.1.2., the terms of business, conditions of
contract, general reservations published or issued by the Contractor or written in any correspondence or documents
emanating from the Contractor will not form part of the Contract.
2.2. VALIDITY: The Contract will expire upon fulfilment by the Parties of their respective obligations or otherwise in accordance
with its provisions.
2.3. NON-EXCLUSIVITY: The ILO may purchase goods or equipment (referred together to as “Goods”), or contract for works
or services (referred together to as “Services”) of the same or similar kind and quality described in the Contract from any
other source at any time.
2.4. COMMUNICATIONS: Communications (e.g., notices, documents) will be addressed to:

INTERNATIONAL LABOUR OFFICE

Procurement Bureau (PROCUREMENT)
4 Route des Morillons
CH 1211 Geneva 22
Switzerland
Facsimile: + (41)(22) 798 85 29
Phone: + (41)(22) 799 76 02
e-mail: pcrt@ilo.org

3. PRICE AND PAYMENT

3.1. PRICE AND CURRENCY: The price and currency specified in the Contractor’s offer are firm and not subject to revision.
The ILO’s financial liability under the Contract is restricted to the price and currency indicated in the Purchase
Order/Contract Document.
3.2. PAYMENT: Upon receipt of the Contractor’s written invoice and any related supporting documentation, the ILO will effect
payment, normally within thirty (30) days, by bank transfer (the ILO will not pay through letters of credit or bank draft). The
written invoice will be sent to the addressee specified in the Purchase Order/Contract Document and will contain the:
3.2.1. number of the Purchase Order/Contract Document that it relates to;
3.2.2. invoiced amount (without the rounding of currency decimals and exclusive of VAT, duties or charges); and
3.2.3. date of the delivery of Goods or the completion of Services.
In no event will complete or partial payment by the ILO, in and of itself, constitute acceptance of the Goods or Services.

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3.3. TAX EXEMPTION: The International Labour Organization, as a United Nations Specialized Agency, enjoys a special tax
status in Switzerland and in other member States. Except with the prior written authorization of the ILO, invoices will be
submitted exclusive of any amount representing taxes (including value added tax), duties or charges. Where such
authorization has been provided, the Contractor will provide the ILO with written evidence that payment of such taxes,
duties or charges has been made. In the event any government authority refuses to recognize the ILO’s exemption from
such taxes, duties or charges, the Contractor will immediately consult with the ILO to determine a mutually acceptable
procedure.

4. PERFORMANCE

4.1. PACKAGING: Where packaging is required, the following terms (including in any INCOTERM or similar trade term) apply:
4.1.1. The Contractor will package and mark all Goods for shipment and delivery in accordance with the highest standards
of commercial packaging for the type and quantity of the Goods and the modes of transport used and the packaging
will comply with any requirements imposed by applicable laws and standards. In addition, the Contractor will ensure
that:
4.1.1.1. packaging will be sufficient to withstand local conditions, including rough handling, exposure to extreme climate
conditions, dusty environments, salt and precipitation, and open storage for up to several months after arrival
at the Consignee’s destination specified in the Purchase Order/Contract Document;
4.1.1.2. packing container sizes and weights will be determined by reference to the conditions prevailing at the final
destination, including where relevant, the absence of mechanical equipment for loading and offloading;
4.1.1.3. dangerous or combustible Goods will be packed separately, in accordance with the highest safety standards of
commercial packaging, and marked as containing dangerous or combustible Goods; and
4.1.1.4. no markings on the outside of the packaging indicate the contents of the box. Boxes in shipments consisting of
multiple boxes will be numbered and will identify the total number of boxes in the shipment (i.e., box 1 of 5, 2
of 5, etc.). A packing slip will be placed inside each box with all details of its contents. Packing lists will state
complete shipping marks, number of boxes, contents, gross and net weights in kilograms of each box,
measurements and volume in cubic meters.
4.1.2. The Contractor will have no right to the return of packing materials.
4.1.3. Any costs relating to or arising from packaging or marking deficiencies or deviations from the Contract will be borne
by the Contractor.
4.2. SHIPMENT, TRANSPORT, DELIVERY: Where shipment, transport and delivery are required, the following terms (including
in any INCOTERM or similar trade term) apply:
4.2.1. The Contractor is solely responsible for making all shipment, transport and delivery arrangements necessary for the
performance of the Contractor’s obligations under the Contract, including obtaining any permits, licenses,
certifications, registrations, approvals or authorizations necessary for the shipment, transportation and delivery,
including, as applicable, the importation and exportation of Goods.
4.2.2. All costs associated with any shipment, transport and delivery, including all freight and insurance costs, and all costs
relating to obtaining any permits, licenses, certifications, registrations, approvals or authorizations will be borne by the
Contractor.
4.2.3. The Contractor will insure the Goods against all risks, including war, strike and riot, until delivery at the final
destination. The value of the Goods will be calculated on the basis of cost and freight plus ten (10) per cent. A duplicate
of the insurance certificate will be sent to the ILO and the original to the Consignee.
4.2.4. The Contractor will ensure that the Consignee receives all necessary transport documents in a timely manner, so as
to enable the Consignee to take delivery in accordance with the requirements of the Contract. A duplicate of all
necessary transport documents will be sent to the ILO in advance of the transport and delivery.
4.2.5. Partial shipment and the combining of Goods supplied against different Purchase Orders to the same Consignee are
not allowed, except with the prior written authorization of the ILO.
4.3. INSPECTION, ACCEPTANCE, REJECTION: Where inspection and acceptance or rejection are required, the following
terms apply:
4.3.1. Delivery will not be deemed, in and of itself, as constituting acceptance by the ILO.
4.3.2. Neither delivery into the physical custody of the Consignee nor complete or partial payment by the ILO or the
Consignee constitute acceptance. The Consignee will have sixty (60) days after physical delivery into its custody has
been completed in accordance with the Contract, to inspect and accept or reject the Goods for defects or other failures
to meet the Contract’s requirements. After sixty (60) days the Goods will be deemed to have been accepted by the
Consignee.
4.3.3. The Consignee’s inspection of the Goods, failure to inspect and accept or reject the Goods, and acceptance or
rejection of the Goods will not relieve the Contractor from its responsibility, nor impose liability on the Consignee or

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the ILO, for defects or nonconforming Goods. In addition to all other remedies available under the Contract, the
Consignee or the ILO may reject all Goods that do not conform to the terms and conditions of the Contract.
4.3.4. Goods in the possession of the Consignee or the ILO that have been rejected by the Consignee or the ILO will be
removed at the Contractor’s expense within such period as the Consignee or the ILO may specify in its notice of
rejection. Upon such notice to the Contractor, the Goods or any part thereof will be held at the Contractor’s risk and
expense including, if necessary, the cost of transfer to and storage at a commercial or bonded warehouse, and no
liability will attach to the Consignee or the ILO for any loss or damage thereto. The payment of any customs duties
which may be required on rejected Goods that were imported duty free is the Contractor’s responsibility. Should the
Contractor fail to remove the Goods as required by the notice of rejection, the Consignee or the ILO may dispose of
the rejected Goods in such manner as the Consignee or the ILO deem appropriate, without any liability owed to the
Contractor whatsoever.
4.4. TITLE: Title to the Goods will not pass to the ILO until the Consignee has accepted the Goods. Accordingly, the Contractor
assumes all liabilities associated with appropriation, confiscation, delay, damage (regardless of cause), destruction, loss or
theft of the Goods until title to the Goods has passed to the ILO.
4.5. ITEMS FURNISHED BY THE CONTRACTOR: The Contractor is solely responsible for the arrangement, provision and
operation of all equipment, supplies, related support services and personnel (including any related costs so incurred)
necessary for the performance of the Contractor’s obligations under the Contract.
4.6. ITEMS FURNISHED BY THE ILO TO THE CONTRACTOR: Where Goods are funded or provided by the ILO to the
Contractor to support the performance of the Contractor’s obligations under the Contract, the following terms apply:
4.6.1. The Contractor acknowledges and agrees that the ILO hereby disclaims any and all warranties regarding the
functionality or installation of such Goods. The Contractor is solely responsible for the installation (including any
personnel, tools, materials or other Goods necessary for installation), maintenance and functioning of all the Goods
funded or provided by the ILO under the Contract.
4.6.2. The Contractor will promptly report to the ILO each loss, damage or theft of such Goods.
4.6.3. Title to the Goods that may be funded or provided by the ILO to the Contractor will be retained by the ILO. The
Contractor will not cause or permit any lien, claim or other encumbrance to be attached to any or all such Goods, or
to any other item that is the subject matter of the Contract.
4.6.4. Upon the termination or expiration of the Contract, all such Goods will be returned to the ILO in the same condition
as when delivered to the Contractor, excluding normal wear and tear. The return of such Goods, or other disposal as
the ILO may direct, will be at the Contractor’s expense. Upon termination or expiration of the Contract, the Contractor
will take all reasonable measures to avoid any loss of or deterioration to such Goods. The Contractor will compensate
the ILO for actual costs of any loss of, damage to or deterioration of such Goods that is beyond normal wear and tear.
4.7. INSTALLATION, MAINTENANCE, TRAINING: Where installation, maintenance (ongoing or as specified in the Purchase
Order/Contract Document) or training is required, the following terms apply:
4.7.1. The Contractor, in a timely manner, will arrange for and provide all equipment, supplies, related support services and
personnel necessary to complete the installation, maintenance or training.
4.7.2. All costs related to the installation, maintenance or training will be borne by the Contractor.
4.7.3. The ILO and the Consignee will be permitted to monitor the installation or maintenance work, as well as to oversee
the training.
4.7.4. In addition, where training is required the Contractor will train any persons identified by ILO or the Consignee in the
installation, operation, maintenance, etc. of the Goods or Services described in the Contract.
4.8. ACCESS: If some or all of the contractual obligations will be performed on ILO premises, the ILO will facilitate access to
its premises in line with requirements for such performance. The Contractor will comply with ILO security requirements and
any other relevant ILO rules, regulations and guidelines while on ILO premises, as well as with the instructions given by
designated ILO officials.
4.9. RESPONSIBILITY FOR PERSONNEL:
4.9.1. The employees, officials, representatives, staff or subcontractors (Personnel) of either of the Parties will not be
considered in any respect as being the employees or agents of the other Party.
4.9.2. Each Party is solely responsible for the professional and technical competence of its respective Personnel, which will
permit that Party to effectively perform its obligations under the Contract.
4.9.3. Without prejudice to any other right or remedy available under the Contract, the ILO reserves the right to request at
any time, in writing, the withdrawal or replacement of any of the Contractor’s Personnel and such request will not be
unreasonably refused by the Contractor.
4.9.4. Each Party is solely responsible for all claims arising out of or relating to the engagement of its respective Personnel.
4.9.5. All expenditures related to the assignment of the Contractor’s Personnel, including allowances, insurance, cost of
travel arrangements and local transport will be borne by the Contractor. All expenditures related to the assignment

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of the ILO’s Personnel, including allowances, insurance, cost of travel arrangements and local transport will be borne
by the ILO.
4.10. INSURANCE:
4.10.1. The Contractor, for the duration of the Contract, any extension thereof or any period following any termination of
the Contract and reasonably adequate to deal with losses, will insure its Personnel against the consequences of the
following risks:
4.10.1.1. illness, injury and death; and
4.10.1.2. incapacity to work due to accident and sickness either during normal working hours or outside working
hours.
4.10.2. Time lost as a result of the occurrence of the risks identified in subparagraphs 4.10.1.1 or 4.10.1.2 will not be
chargeable to the ILO.
4.10.3. The Contractor for the duration of the Contract, any extension thereof or any period following any termination of
the Contract and reasonably adequate to deal with losses, warrants that it is insured with a coverage for a sufficient
amount for the use of any vehicles, boats, airplanes or other transportation vehicles and equipment, whether or not
owned by the Contractor, as well as that it carries comprehensive civil liability insurance with regard to third-parties,
including the ILO and its Personnel, in respect of physical injury, damage to property or theft, as well as the direct or
indirect effects thereof, including the unavailability of premises and loss of production.
4.10.4. Where required by the ILO and as specified in the Purchase Order/Contract Document (except for the workers’
compensation insurance or any self-insurance program maintained by the Contractor and approved by the ILO), the
Contractor’s insurance policies will:
4.10.4.1. name the ILO as an additional insured under the liability policy/policies, including, if required, as a separate
endorsement under the Contractor’s policy/policies;
4.10.4.2. include a waiver of subrogation of the Contractor’s insurance carrier’s rights against the ILO; and
4.10.4.3. provide that the ILO will receive written notice from the Contractor’s insurance carrier not less than thirty
(30) days prior to any cancellation or material change of coverage.
4.10.5. The Contractor will take out any other insurance required by the ILO and as specified in the Purchase
Order/Contract Document.
4.10.6. Upon written request by the ILO, the Contractor will provide the ILO with a copy of the general and specific
conditions of the insurance policy/policies required under the Contract.
4.11. INDEMNIFICATION:
4.11.1. The Contractor is solely responsible for any claim or damage resulting from the negligence, acts, or omissions of
its Personnel.
4.11.2. The Contractor will indemnify and hold the ILO harmless from and against any direct or indirect responsibilities,
complaints, claims (including intellectual property rights infringement), suits, judgments, damages and losses,
including costs, fees and related expenses, in respect of any physical injury, damage to property, theft, or economic
or other prejudice suffered by the ILO, its Personnel or third-parties which may result from the performance of the
Contractor’s obligations under the Contract or the Contractor’s acts or omissions or those of the Contractor’s
Personnel.
4.11.3. The Contractor will immediately notify the ILO upon becoming aware of any direct or indirect responsibilities,
complaints, claims (including intellectual property rights infringement), suits, judgments, damages and losses,
including costs, fees and related expenses, in respect of any physical injury, damage to property, theft, or economic
or other prejudice suffered by the ILO or which could adversely affect the ILO.

5. ASSIGNMENT AND SUBCONTRACTING

5.1. ASSIGNMENT: The Contractor may not assign, transfer, pledge or make any other disposition of the Contract, of any part
of the Contract, or of any of the rights, claims or obligations under the Contract except with the prior written authorization
of the ILO. Any such unauthorized assignment, transfer, pledge or other disposition, or any attempt to do so, will not be
binding on the ILO.
5.2. SUBCONTRACTING: In the event that the Contractor requires the services of any subcontractor, the Contractor will obtain
the prior written authorization to subcontract and the approval of the ILO of the subcontractor selected. The authorization
and approval by the ILO of such a subcontractor does not relieve the Contractor of any of its obligations under the Contract
and the Contractor is solely responsible for the Goods and Services provided by a subcontractor in the framework of the
Contract, including their quality. The Contractor, to the same extent as for its own Personnel, will be liable for a
subcontractor and its Personnel who are performing any part of the Contractor’s obligations under the Contract. The terms
of any subcontract will be subject to and be in conformity with the provisions of the Contract. Except with the prior written
authorization to subcontract and the approval of the ILO of the subcontractor selected, the Contractor will ensure that its

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subcontractor(s) do not subcontract, assign, transfer, pledge or make any other disposition of the Contract, of any part of
the Contract, or of any of the rights, claims or obligations under the Contract. The provisions of this paragraph apply to any
subcontractor who, in turn, requires the services of a subcontractor.

6. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

6.1. PROPRIETARY ITEMS AND INTELLECTUAL PROPERTY RIGHTS:

6.1.1. All documents (including drawings, estimates, manuscripts, maps, plans, records, reports, recommendations) and
other proprietary items (including data, devices, gauges, jigs, mosaics, parts, patterns, photographs, samples, and
software) (jointly referred to as Proprietary Items), either developed by the Contractor or its Personnel in connection
with the Contract or furnished to the Contractor by or on behalf of the ILO to support the performance of the
Contractor’s obligations under the Contract, are the exclusive property of the International Labour Organization; and,
will be used by the Contractor and its Personnel solely for the purposes of the Contract.
6.1.2. All intellectual property rights and all other proprietary rights (including copyrights, patents, trademarks, source codes,
products, processes, inventions, ideas, know-how) with regard to any materials (jointly referred to as Intellectual
Property), either developed by the Contractor or its Personnel in connection with the Contract or furnished to the
Contractor by or on behalf of the ILO to support the performance of the Contractor’s obligations under the Contract,
are the exclusive property of the International Labour Organization; and, will be used by the Contractor and its
Personnel solely for the purposes of the Contract.
6.1.3. During the course of development, Proprietary Items and Intellectual Property developed or utilized by or furnished to
the Contractor will be made available for use and inspection by the ILO, upon request at reasonable times and in
reasonable places.
6.1.4. Such Proprietary Items and Intellectual Property will be delivered only to ILO authorized officials on completion of the
Contract.
6.1.5. The Contractor will disclose, throughout its performance, to the ILO’s authorized officials full particulars of all source
codes, products, processes, inventions, ideas, know-how, documents and any other materials developed or
conceived by the Contractor, alone or jointly, in connection with the Contract.
6.1.6. At the request of the ILO, the Contractor will take all necessary steps to execute all necessary documents and
generally assist the ILO in securing intellectual property rights and all other proprietary rights in compliance with the
requirements of applicable law.
6.1.7. To the extent that any Intellectual Property due to the ILO under paragraph 6.1.2 includes any intellectual property:
6.1.7.1. of the Contractor that: (i) pre-existed the performance by the Contractor of its obligations under the Contract;
or (ii) it may develop or acquire, or that may have been developed or acquired, independently of the
performance of the Contractor’s obligations under the Contract; or
6.1.7.2. of a third-party;
the Contractor grants to the International Labour Organization a perpetual, royalty-free license to make unrestricted use
of such intellectual property. The International Labour Organization will not claim any ownership interest in the
intellectual property described in subparagraphs 6.1.7.1 or 6.1.7.2.
6.1.8. The Contractor undertakes to obtain, at its own expense, permission to use any third-party protected rights that are
necessary for the performance of the Contract and, if requested, provide the ILO with evidence of such permission.
6.1.9. In the event that any Proprietary Items or Intellectual Property provided to the ILO by the Contractor are for some
reason enjoined or found to infringe any rights of a third-party, or in the event of a settlement, are enjoined, limited or
otherwise interfered with, then the Contractor, at its sole cost and expense, will promptly:
6.1.9.1. procure for the ILO the unrestricted right to continue using such Proprietary Items and Intellectual Property
provided to the ILO;
6.1.9.2. replace or modify the Proprietary Items and Intellectual Property provided to the ILO, or part thereof, with the
equivalent or better Proprietary Items and Intellectual Property, or part thereof, that are non-infringing; or,
6.1.9.3. refund to the ILO the full price paid by the ILO for the right to have or use such Proprietary Items and Intellectual
Property or part thereof.

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6.2. CONFIDENTIAL NATURE OF AND RESPONSIBILITY FOR PROPRIETARY ITEMS, INTELLECTUAL PROPERTY AND
OTHER INFORMATION:
6.2.1. Unless otherwise made public with the authorization of the ILO, Proprietary Items, Intellectual Property and other
information, irrespective of what form they are, developed, collected, known, marked or received by the Contractor,
will be treated by the Contractor as confidential and be used only for the purposes of the Contract.
6.2.2. The Contractor will not communicate at any time to any other person, government or entity external to the ILO, any
Proprietary Items, Intellectual Property or other information known by reason of its association with the ILO, which
has not been made public, except with the authorization of the ILO; nor will the Contractor at any time use such
information for private advantage or in any manner prejudicial to or incompatible with the interests of the ILO. Where
the Contractor is required by law to disclose such Proprietary Items, Intellectual Property or other information, it will
give the ILO sufficient prior notice of the request to disclose in order to allow the ILO to have a reasonable opportunity
to take protective measures or such other action as may be appropriate.
6.2.3. The Contractor will be responsible for such Proprietary Items, Intellectual Property and other information. In case of
loss of or damage to any Proprietary Items, Intellectual Property or other information the Contractor may be required
to:
6.2.3.1. replace or repair the lost or damaged Proprietary Items, Intellectual Property or other information; or
6.2.3.2. provide compensation to the ILO for the cost of replacing or repairing the lost or damaged Proprietary Items,
Intellectual Property or other information.
6.3. PUBLICITY AND USE OF THE NAME, EMBLEM OR OFFICIAL SEAL:
6.3.1. The Contractor may neither disclose the terms and conditions of the Contract nor advertise or otherwise make public
the fact that it is a Contractor to the ILO.
6.3.2. The Contractor may not use or reproduce the name, emblem or the official seal of the International Labour
Organization or of the International Labour Office, including their abbreviations, in connection with the Contractor’s
business or otherwise.
6.3.3. In reporting its procurement activities, the ILO may publish (e.g., on the internet) the Contractor’s name and amount
of the Contract.

7. ETHICAL CONDUCT

7.1. LABOUR CLAUSES: The Contractor undertakes to respect, at all times and in all circumstances relevant to the
performance of the Contract and in relation to all its Personnel, and to ensure that its subcontractors respect:
7.1.1. The following principles concerning international labour standards of the International Labour Organization:
7.1.1.1. the freely-exercised right of workers, without distinction, to organize, further and defend their interests and to
bargain collectively, as well as the protection of those workers from any action or other form of discrimination
related to the exercise of their right to organize, to carry out trade union activities and to bargain collectively;
7.1.1.2. the prohibition of forced or compulsory labour in all its forms;
7.1.1.3. equal remuneration for men and women for work of equal value;
7.1.1.4. equality of opportunity and treatment in respect of employment and occupation without discrimination on
grounds of race, colour, sex, religion, political opinion, national extraction or social origin and such other ground
as may be recognized under the national law of the country or countries where the performance, in whole or in
part, of the Contract takes place;
7.1.1.5. the prohibition of the employment of children below fourteen (14) years of age or, if higher than fourteen (14),
the minimum age of employment permitted by the law of the country or countries where the performance, in
whole or in part, of the Contract takes place, or the age of the end of compulsory schooling in that country or
countries, whichever is higher;
7.1.1.6. the prohibition of the employment of persons under the age of eighteen (18) for work that, by its nature or the
circumstances in which it is carried out, is likely to harm the health, safety or morals of such persons;
7.1.1.7. the payment of wages in legal tender, at regular intervals no longer than one month, in full and directly to the
workers concerned. The Contractor shall keep an appropriate record of such payments. Deductions from wages
are permitted only under conditions and to the extent prescribed by the applicable law, regulations or collective
agreement, and the workers concerned must be informed of such deductions at the time of each payment.
7.1.1.8. the provision of wages, hours of work and other conditions of work not less favourable than the best conditions
prevailing locally (i.e., as contained in: (i) collective agreements covering a substantial proportion of employers
and workers; (ii) arbitration awards; or, (iii) applicable laws or regulations, whichever offers the best working
conditions), for work of the same character performed in the trade or industry concerned in the area where work
is carried out;

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7.1.1.9. the need to ensure, so far as is reasonably practicable, that the workplaces, machinery, equipment and
processes under their control are safe and without risk to health, and that the chemical, physical and biological
substances and agents under their control are without risk to health when the appropriate measures of
protection are taken; and provide, where necessary, adequate protective clothing and protective equipment to
prevent, so far as is reasonably practicable, risk of accidents or of adverse effects to health; and
7.1.2. All applicable laws or regulations concerning terms of employment and conditions of work, any collective agreements
to which it is party, or any other related measure with which it must comply.
7.2. PERSONNEL NOT TO BENEFIT:
7.2.1. The ILO requires bidders and contractors to observe the highest ethical standards during the procurement process
and the execution of contracts. In order to ensure the respect of these obligations, the ILO provides the following
definitions:
7.2.1.1. “fraudulent practice” is any act or omission, including a misrepresentation, that knowingly or recklessly
misleads, or attempts to mislead, another to obtain a financial or other benefit or to avoid an obligation;
7.2.1.2. “corrupt practice” is the offering, giving, receiving or soliciting, directly or indirectly, of any advantage, in order
to influence improperly the actions of another;
7.2.1.3. “conflict of interest” is a situation that gives rise to an actual, potential or perceived conflict between the interests
of one party and another;
7.2.1.4. “collusive practice” is any conduct or arrangement between two or more bidders or contractors, designed to
achieve an improper purpose, including to influence improperly the actions of another or to set prices at an
artificial level or in a non-competitive manner;
7.2.1.5. “coercive practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, another or the
property of another to influence improperly the actions of another.
7.2.2. The Contractor will not (and will ensure that its Personnel do not) place itself in a position that may, or does, give rise
to a conflict between its interests and the ILO’s interests during the procurement process or the execution of the
Contract.
7.2.3. If during any stage of the procurement process a conflict of interest arose or during contract execution a conflict of
interest arises, or appears likely to arise, the Contractor will immediately notify the ILO in writing, setting out all relevant
details, including any situation in which the interests of the Contractor conflict with the interests of the ILO, or in any
situation in which any ILO official, employee or person under contract with the ILO may have, or appears to have, an
interest of any kind in the Contractor’s business or any kind of economic or personal ties with the Contractor. The
Contractor will take such steps as the ILO may reasonably require to resolve or otherwise deal with the conflict to the
satisfaction of the ILO.
7.2.4. Without prejudice to any other right or remedy available under the Contract, the ILO reserves the right to disqualify
the Contractor for a specified or indefinite period from participating in the procurement process of the ILO or
contracting with the ILO, if it is shown that the Contractor has, directly or indirectly, employed fraudulent, corrupt,
collusive or coercive practices or failed to disclose a conflict of interest.

8. FULL DISCLOSURE

8.1. FULL DISCLOSURE: The Contractor warrants that it has made and will make full and proper disclosure to the ILO of all
relevant information relating to its business activities, financial condition and ownership, prior to entering into this Contract
and for its duration, including that it is not identified on or associated with1 any individual, groups, undertakings and entities
identified on the list established by the United Nations Security Council Resolution 1267 (1267 Consolidated List)2; and
that it is not, nor has been, subject to any sanction or temporary suspension imposed by any organization within the United
Nations System including the World Bank.

9. DELAY, FORCE MAJEURE AND LIQUIDATED DAMAGES

9.1. DELAY:
9.1.1. Should the Contractor encounter conditions that do not constitute Force majeure and which impede or are likely to
impede timely performance of the Contract (Delay), the Contractor will immediately notify the ILO in writing with full
particulars of the Delay, including its likely duration, and its cause. At the ILO’s request, the Contractor and the ILO
will consult as soon as practicable after receipt of such notice, to evaluate any available means of mitigation or
appropriate remedies provided under the Contract.
9.1.2. In addition to any other right or remedy available under the Contract, upon receiving notice of Contractor’s Delay (or
likely Delay) in performance, the ILO will have the right to:

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9.1.2.1. suspend the Contract, in whole or in part, and notify the Contractor not to proceed further with its performance
which has been subject to (or will be subject to) Delay;
9.1.2.2. withhold and/or deduct payment to the Contractor for the portion of the Contract subject to Delay; and
9.1.2.3. procure all or part of the Goods or Services which the Contractor fails to provide in a timely manner.
9.1.3. Without prejudice to any other right or remedy available under the Contract, the Contractor will be liable for any
increase in the price payable by the ILO resulting from the procurement of the Goods or Services from other sources
and the ILO may apply such additional costs incurred, by deduction or otherwise, against future amounts owed by the
ILO to the Contractor.
9.1.4. Upon receipt of notice of any decision by the ILO to suspend the Contract under subparagraph 9.1.2.1 and with
respect to the suspended portion of the Contract, the Contractor will take immediate steps to reduce expenses to a
minimum and will not undertake any further obligations; provided, however, that the ILO and the Contractor will
continue performance of the Contract to the extent that it is not suspended or cancelled.
9.2. FORCE MAJEURE:
9.2.1. Neither Party will be liable to the other Party for failure to perform its respective obligations, if such failure is as a result
of an unforeseeable and irresistible event, act of nature (including fire, flood, earthquake, storm, hurricane, epidemic
or other natural disaster), any act of war (whether declared or not), invasion, revolution, insurrection, terrorism, or any
other acts of a similar nature or force, (Force Majeure) provided that such acts arise from causes beyond the control
and without the fault or negligence of the invoking Party.
9.2.2. The defaulting Party will notify, as soon as possible after the occurrence of the Force Majeure event, the other Party
in writing with full particulars of the Force Majeure event, including its likely duration, the estimated expenditures that
will likely be incurred for the duration of the Force Majeure event, and any other conditions which threaten to interfere
with the defaulting Party’s performance of the Contract.
9.2.3. Without prejudice to any other right or remedy available under the Contract, if either Party is rendered unable, in whole
or in part, by reason of Force Majeure to perform its obligations and meet its responsibilities under the Contract and
where the Force Majeure event exists beyond sixty (60) days then that Party will have the right to suspend or terminate
the Contract with a period of written notice of seven (7) days.
9.3. NOTICE OF DELAY AND FORCE MAJEURE: If notice is not received by a Party in accordance with paragraphs 9.1.1 or
9.2.2, the Party who fails to notify of the Delay or Force Majeure event will be liable for damages resulting from such non-
receipt, except where the Delay or Force Majeure event also prevents transmission of the notice.
9.4. LIQUIDATED DAMAGES: Without prejudice to any other right or remedy available under the Contract, the Parties agree
that if the Contractor breaches the Contract, including a Delay in performance of the Contractor’s obligations under the
Contract, it will be impractical or difficult to quantify the damages suffered by the ILO. The Parties, therefore, agree that in
the event of such a breach by the Contractor, the Contractor will pay to the ILO, as liquidated damages, a sum equal to
three-tenths of one (0.3) per cent of the Contract price for each day of delay until actual delivery or performance, up to a
maximum of ten (10) per cent of the Contract price. Each Party acknowledges and agrees that the liquidated damages
amount specified herein are intended to reasonably compensate the ILO and not intended to punish the Contractor. Without
prejudice to any other right or remedy available under the Contract, the ILO reserves the right to recover such liquidated
damages by deduction or otherwise, against future amounts owed by the ILO to the Contractor.

10. TERMINATION

10.1. TERMINATION BY THE ILO:

10.1.1. Without prejudice to any other right or remedy available under the Contract and without the authorisation of a court
or any other authorisation, the ILO may terminate the Contract immediately by written notice in the event that the
Contractor:
10.1.1.1. is found to have made any material or fraudulent misrepresentation in the making of or performance of
the Contract regardless of when the misrepresentation is discovered;
10.1.1.2. becomes bankrupt, otherwise insolvent, or the ILO reasonably determines that the Contractor has become
subject to a materially adverse change in its financial condition that threatens to substantially affect the ability
of the Contractor to perform any of its obligations under the Contract;
10.1.1.3. fails to perform contractual obligations or to satisfy any guarantees or warranties it has made under the
Contract and does not rectify such failure within sixty (60) days following receipt of a written notice by the ILO;
10.1.1.4. is declared undesirable by the government where the Contractor is to perform any of its obligations under
the Contract;
10.1.1.5. is the subject of any sanction or temporary suspension imposed by any organization within the United
Nations System including the World Bank; or
10.1.1.6. the ILO’s activities are curtailed or terminated.

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10.1.2. Upon receipt of notice of termination by the ILO, the Contractor will take immediate steps to stop production or
delivery of any Goods or bring any work or services to a close in a prompt and orderly manner, will reduce expenses
to a minimum and will not undertake any further obligations from the date of receipt of notice of termination.
10.1.3. If the Contract should be terminated by the ILO, the ILO will make all payments which may be due up to the effective
date of termination for any Goods or Services satisfactorily delivered or performed and accepted by the ILO.
10.2. TERMINATION BY THE CONTRACTOR:
10.2.1. Without prejudice to any other right or remedy available under the Contract and without the authorisation of a court
or any other authorisation, the Contractor may terminate the Contract immediately by written notice in the event that
the ILO:
10.2.1.1. fails to make payments which are due under the Contract and the ILO does not rectify such failure within
a period of sixty (60) days after receipt of the Contractor's written notice of default; or
10.2.1.2. fails in its contractual obligations so as to make it unreasonable for the Contractor to proceed with the
performance of its obligations under the Contract and the ILO does not rectify such failure within a period of
sixty (60) days after receipt of the Contractor's written notice of default.

11. WARRANTY

11.1. WARRANTY OF GOODS:

11.1.1. In addition to conforming to the specifications contained in the Contract with respect to their quantity, quality,
description and full compatibility with conditions prevailing in the final place of destination, the Contractor warrants
that the Goods:
11.1.1.1. will be new and unused, free from defects, and will conform to their respective product specifications
which are incorporated by this reference in the Contract;
11.1.1.2. are fit for the purposes for which such Goods are ordinarily used and for purposes made expressly known
in writing in the Contract;
11.1.1.3. are free from any right or claim by any third-party and unencumbered by any title or other rights, including
any liens or security interests and claims of infringement of any intellectual property rights. The Contractor will
indemnify, defend and hold harmless the ILO from any actions or claims brought against the ILO pertaining to
the alleged infringement of any such third-party rights;
11.1.1.4. are securely contained, packaged and marked, taking into account the modes of transport, in a manner
so as to protect the Goods during delivery to their final destination; and
11.1.1.5. conform with all applicable technical, safety, health and environment protection standards or
recommendations, including those relating to ILO conventions on safety and health.
11.1.2. Where the Contractor is not the original manufacturer of the Goods, the Contractor will provide the ILO with the
benefit of all manufacturers’ warranties in addition to any other warranties required to be provided under the Contract.
11.1.3. With the exception of subparagraph 11.1.1.4, all warranties set forth in paragraph 11.1 will remain fully valid
following the delivery of the Goods at the final destination for a period of not less than one (1) year.
11.1.4. During the period in which the Contractor’s warranties are in effect, upon notice by the ILO that the Goods do not
conform to the terms or requirements of the Contract or other breach of the warranties set forth in paragraphs 11.1.1
and 11.1.2, the Contractor will immediately undertake, at its sole expense, best efforts to cure such defects and non-
conformities in the delivered Goods, or other breach of the warranties. If the Contractor is unable to correct such
defects and non-conformities promptly, but in no case longer than fifteen (15) days, the Contractor will immediately
replace the defective Goods with Goods of the same or better quality; or, at its own cost, remove the defective Goods
and fully reimburse the ILO for the price paid for the defective Goods.
11.1.5. Without prejudice to any other right or remedy available under the Contract, in the event that the Contractor fails to
meet its obligations under paragraph 11.1.4, the ILO has the right to independently replace or repair the Goods and
the Contractor will be obligated to reimburse the ILO for all the additional costs so incurred, including by deduction or
otherwise, against future amounts owed by the ILO to the Contractor.
11.2. WARRANTY OF SERVICES:
11.2.1. The Contractor warrants that any Services provided in accordance with the Contract will meet the specifications,
timeframes and related requirements set forth in the Contract. All materials and workmanship utilized in performing
the Services under the Contract will be of the respective kind(s) described in the Contract and free from defects.
Materials not conforming to the specifications in the Contract will not be used in performance of the Services without
prior written approval of the ILO.
11.2.2. If the Services do not meet the requirements referred to above, the Contractor will, at its sole expense, either by
repair or replacement, correct, promptly modify or change any faulty workmanship materials, parts and equipment
supplied by it to the extent necessary to satisfy the above warranty.

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11.2.3. If any defect or failure in the Services cannot be rectified by remedial measures within the period agreed by the
ILO and the Contractor, the Contractor will be considered to be in default and in addition to exercising any suspension
or termination rights set forth in the Contract, the ILO has the right to independently replace or repair the Services
and the Contractor will be obligated to reimburse the ILO for all the additional costs so incurred, including by deduction
or otherwise, against future amounts owed by the ILO to the Contractor.

12. MISCELLANEOUS

12.1. CHANGE ORDERS: The ILO may, by written notification, increase or decrease the number of items or the scope of
Services of the Contract provided the stage reached in the performance of the Contract so allows. If any such changes
increase or decrease the cost of and/or the time required for the performance of any part of the Contract, an equitable
adjustment will be made in the Contract’s price or time schedule, or both, and the Contract will accordingly be amended.
Any request for consultation or claim for adjustment under this paragraph will be asserted by the Contractor within thirty
(30) working days from the date of receipt of ILO's change order.
12.2. AMENDMENTS: The Parties may by mutual agreement amend the Contract. Amendments will be effective only if in writing
and when executed and delivered on behalf of the ILO and the Contractor by persons duly authorized to do so.
12.3. NON-WAIVER OF RIGHTS: Termination of the Contract in whole or in part by a Party or the failure by either Party to
exercise any rights available to it, will not affect the accrued rights or claims and liabilities of either Party to the Contract.
12.4. SURVIVAL: The obligations contained in paragraphs 4.10 (Insurance); 4.11 (Indemnification); 6.1 (Proprietary Items and
Intellectual Property Rights); 6.2 (Confidential Nature of and Responsibility for Proprietary Items, Intellectual Property and
Other Information); 6.3 (Publicity and Use of the Name, Emblem or Official Seal); 11.1 (Warranty of Goods); and 11.2
(Warranty of Services) survive the termination or expiration of the Contract.
12.5. LIMITATION ON ACTIONS: Irrespective of their nature, any dispute, controversy, or claim arising out of the Contract or
the breach, termination, or invalidity thereof (other than obligations enumerated in paragraph 12.4) must be asserted within
six (6) months after the termination or expiration of the Contract.

13. SETTLEMENT OF DISPUTES

13.1. AMICABLE SETTLEMENT: The Parties will use their best efforts to amicably settle any dispute, controversy, or claim
arising out of the Contract or the breach, termination, or invalidity thereof by direct informal negotiations, including, where
agreed, by referral, to an executive level of authority within the Parties. Where the Parties wish to seek such an amicable
settlement through conciliation, the conciliation will take place in accordance with the Conciliation Rules then prevailing of
the United Nations Commission on International Trade Law (UNCITRAL) or according to such other procedure as may be
agreed between the Parties in writing.
13.2. ARBITRATION: Unless settled amicably under paragraph 13.1, within sixty (60) days, after receipt by one Party of the
other Party’s written request, any dispute, controversy or claim arising out of the Contract, or the breach, termination or
invalidity thereof, will be settled by arbitration in accordance with the UNCITRAL Arbitration Rules then prevailing. In
addition:
13.2.1. the place of arbitration will be Geneva;
13.2.2. the decisions of the arbitral tribunal will be based on general principles of international commercial law;
13.2.3. the arbitral tribunal will have no authority to award punitive damages; and
13.2.4. the Parties will be bound by any arbitration award rendered as a result of such arbitration as the final adjudication
of any such dispute, controversy, or claim arising out of the Contract, or the breach, termination or invalidity thereof.
13.3. LANGUAGE: The conciliation and the arbitration proceedings will be conducted in the language in which the Contract is
signed provided that it is one of the three working languages of the ILO (English, French and Spanish). In the event the
Contract is in a language other than English, French or Spanish, the conciliation or the arbitration proceedings will be
conducted in English, French or Spanish.

1 United Nations Security Council Resolution 1617 (2005) defines “associated with” and it is available at:
http://www.un.org/en/sc/documents/resolutions/2005.shtml
2 The 1267 Consolidated List is available at: https://www.un.org/sc/suborg/en/sanctions/un-sc-consolidated-list

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