STANDARD CONTRACT FOR PROCUREMENTS OF GOODS
Standard Contract for Unit Cost/ Lump Sum Procurements of Goods
Article 1 Parties to the Contract1
This Contract hereby has been executed by and between
(hereinafter referred to as the Contracting Entity) on one part and
. (hereinafter referred to as the Contractor) on the other part on the following terms and conditions.
Article 2 Information About the Parties
2.1. Address of the
Contracting Entity :
E-mail (if any) :
2.2. Notification Address
of the Contractor :
E-mail (if any) :
2.3. Both Parties hereby accept the addresses specified in Articles 2.1 and 2.2. as their notification addresses. Notifications to the last addresses informed shall be deemed to be sent to the respective Parties unless any change to the addresses is notified to the other Party.
2.4. The Parties may send notifications to the other Party by means of delivery personally, mail or mail courier, telex, fax or e-mail provided that the written notification is sent later within the stipulated duration.
Article 3 Language of the Contract
The language of the Contract is Turkish.3
Article 4 Definitions and Abbreviations4
The following definitions and abbreviations shall be used within this contract other than the terms defined in Article 4 of Public Procurement Law No. 4734 as well as Public Procurement Contracts Law No. 4735 and other procurement legislation shall be applicable in implementing this Contract hereby:
4.1. The following definitions and abbreviations shall have the meanings provided herein:
Goods refer to any kind of goods needed that are purchased as well as movable and immovable assets and rights,
Other Obligations shall refer to all obligations, which is defined in this contract and its annexes, required to be fulfilled other than transportation, installation, tests, training, maintenance and repair of the goods,
Work shall refer to the supply, transportation, delivery, installation, tests, commissioning, training, maintenance and repair works in relation to purchasing the goods which are the subject of this Contract hereby,
Worksite shall refer to the places where the goods are delivered and installed as well as other places that are used temporarily or permanently during the performance of the contract,
Inspection, Examination and Acceptance Commission (hereinafter referred to as the Commission) shall refer to the commission consisting of minimum 3 persons assigned by the Contracting Entity for control, inspection and acceptance of the goods,
Examination and Acceptance Procedures shall refer to the procedures (including the proceedings of the Commission) required for the Contracting Entity to take delivery of whole or a part of the goods, the principles of which have been agreed by the Contracting Entity and the Contractor and which are set forth in the contract,
Contractors Equipment shall refer to all instruments and all equipments irrespective of their nature required to deliver, install, transport, commission the goods and remedy the defects thereof,
Contractors Representative shall refer to the person who represents the Contractor and accepted by the Contracting Entity as fully authorized by the Contractor with a Power of Attorney issued by a Notary Public with regard to the works under the Contract,
Third Person shall refer to third person(s) other than the Contracting Entity and the Contractor,
Day, Month, Year; Day shall refer to the calendar day; Month shall refer to the same numbered day of the month following the months of the calendar applied in Turkey, and the time between the last day of this month if there is not the same numbered day in the following month; Year shall refer to the period of 365 days,
Contract Amount shall refer to the total amount payable by the Contracting Entity in return for the goods delivered in accordance with the principles specified in the contract in the payment currency,
Subcontractor shall refer to the physical body or corporate body acting on behalf of the Contractor depending on the commercial and judicial relation with the Contractor owing to the nature of the work under Contract and when needed upon the approval of the Contracting Entity,
Technical Document shall refer to all projects, calculations, know-how documents, production/ manufacturing data and sheets submitted to the Contractor by the Contracting Entity as well as the projects, similar technical data and documents submitted by the Contractor and approved by the Contracting Entity as per the Contract,
Work Commencement Date shall refer to the date when the Contractor receives work commencement instruction from the Contracting Entity and for the works requiring handing over the worksite, the date when the worksite is handed over to the Contractor,
Duration of Work shall refer to the time interval that shall be calculated following the work commencement date for completion of works specified in the Contract or some part of the works in the cases where partial acceptance is stipulated or delivery such works,
Examination and Acceptance Form shall refer to the certificate containing the evaluation with regard to acceptance or rejection resolved as a result of consideration by the Commission,
Written Notification (Letter) shall refer to any communication sent via registered and prepaid letter, telegraph, fax or delivery personally in relation to the work under the Contract,
Contractor shall refer to the tenderer that is awarded the contract and with whom a contract is concluded,
Currency Applicable for Payment shall refer to the principal currency determined to be applicable for payment under this Contract hereby by the Contracting Entity,
Authority shall refer to the Public Procurement Authority,
Party/ Parties shall refer to the Contracting Entity or the Contractor according to its context in this Contract,
Pilot Partner shall refer to the physical body or corporate body assigned as the pilot partner in the joint venture statement, and that is authorized to represent and bind the joint venture in procurements where tender is submitted by a joint venture,
Tender shall refer to the tender submitted to the Contracting Entity by the Contractor as per the Law #4734,
Delivery shall refer to the delivery of the goods to the Contracting Entity by the Contractor in accordance with the delivery schedule,
Acceptance5 shall refer to the certificate issued by the Commission following the completion of the works and inspection by the Commission.
Article 5 Subject of the Contract
5.1. The subject of the Contract hereby shall be the supply of
.6 by the Contractor, which is needed by the Contracting Entity and quantity, type, specifications and other details of which are written in the attached schedule according to the conditions set forth in the tender document, specifications and this contract hereby.7
5.2. The goods that shall be supplied under this Contract shall be in accordance with any and all details specified in the Contract and the annexes as well as the technical specification.
Article 6 Contract Type and Amount8
Article 7 Costs Included in the Contract Amount
. necessary for performance of the contract (including the increases owing to the additional works) shall be included in the contract amount.9
7.2. Value Added Tax to be calculated as per the relevant legislation shall not be included in the contract amount, and shall be paid to the contractor by the Contracting Entity.
Article 8 Taxes, Levies, Charges and Other Costs Concerning the Contract
Article 9 Annexes to the Contract11
9.1. The Tender document shall be an annex to and an integral part of this Contract hereby, and shall bind the Contracting Entity and the Contractor. However, in the event that there is a conflict or discrepancy between the provisions of the Contract and provisions of the documents comprising the Tender document, the provisions specified in the Tender document shall be taken as basis.
9.2. The order of priority within the Tender document is as follows:
1) Administrative Specification
2) Technical Specification
3) Written Clarifications
4) Draft Contract
9.3. Addenda of the documents listed above shall have the order of priority of the related documents.
Article 10 Duration of the Contract
The Duration of the Contract shall be ............... days / months following the date of commencement to work.12
Article 11 Terms and Conditions of Receipt of the Goods/ Work & Delivery Schedule13
11.1. Worksite/ Place of Delivery
[Place(s) of Delivery:
11.2. Work Commencement Date:
11.3. Type of Delivery14: The delivery shall be made in one lot or as detailed below.
11.4. Delivery Schedule15: ...
11.5. Change in the Delivery Schedule
The Contractor shall be liable to comply with the delivery schedule approved by the Contracting Entity. However, change may be made to the delivery schedule upon the approval of the Contracting Entity under compulsory circumstances. If there is an extension of duration approved by the Contracting Entity, the Contractor shall be liable to prepare a new delivery schedule within
days16 following the notification date according to the new situation.
Article 12 Provisions on the Performance Bond
12.1. Type and Amount of Performance Bond: The amount of performance bond concerning this work shall be
(in figures) and
(in words); and the Contractor17 has furnished
(in figures) and
(in words) as the performance bond.18
12.2. Additional Performance Bond:19 In the cases requiring the payment of price difference, deduction shall be made from the payments at the rate of 6% of the price difference payable or additional performance bond shall be received from the values accepted as guarantee. The additional performance bond that is calculated over the amount that will be paid as the price difference can also be covered by deducting from the progress payments.20
12.3. Performance bond and additional performance bond provided by the Contractor shall be changeable with the values set forth in Article 34 of Law #4734.
12.4. Returning Performance Bond and Additional Performance Bond: After the Contracting Entity determines that the work has been performed in accordance with the provisions of the Contract and Tender document, and the Contractor does not have any outstanding debt to the Contracting Entity due to this work, the performance bond and the additional performance bond shall be returned to the Contractor21 after the certificate of no binding issued by the Social Security Institution is submitted to the Contracting Entity.22
12.5. In the event that outstanding debts of the Contractor to the Contracting Entity and social security institutions due to this work as well as the legal tax deductions made from prices and payments assumed as prices are not paid until the final acceptance date of the goods/ expiry of the warranty period, performance bonds and additional performance bonds shall be converted into cash and deducted against the incurred debts, and if any, the remaining amount shall be returned to the Contractor without any need for written protest and judgment by a court.
12.6. The guarantees received by the Contracting Entity shall in no way be sequestrated and attached with interim injunction.
12.7. In the cases where it is not necessary to make deductions as per Article 12.5, the performance bonds shall be invalid and returned to the relevant bank or private financial institution because they are not demanded in spite of the written demand of the Contracting Entity within 2 (two) years following the acceptance date of the work or, if any, expiry date of the warranty period. Guarantees other than the letters of guarantee shall be registered as revenue for the Treasury.
Article 13 Place and Terms of Payment23
13.1. Place of Payment: Any payment in return for the contract amount (including the amount for the increases owing to the additional works)24 shall be effected by
..25 at the times and form specified below provided that provisions concerning defects, defaults and deficiencies under this Contract are reserved.
13.2. Terms and Time of Payment:
13.3. Letter of Credit:
Article 14 Terms and Amount of Advance Payment26
14.1. Advance payment
.. for this work.
14.2. In the event that advance payment is effected, the guarantee shall be received from the contractor up to the amount of advance payment.
14.3. In cases where it is stipulated to effect advance payments, the advance payment effected cannot be transferred or assigned to third persons in any manner.
Article 15 Price Difference
15.1. The contractor shall not be entitled to claim price difference due to any increase in taxes, levies, charges and similar financial liabilities until the complete performance of the contract or new financial liabilities during the performance of contract including any time extension.
15.2. Price difference
for this work27.
15.3. Principles and procedures concerning the price difference under this contract shall not be amended after the contract is concluded.
Article 16 Information about Subcontractors and Their Responsibilities
. for this work28.
Name, Surname (or Trade Title) : ..................................................................
Address : ..................................................................
Phone : ..................................................................
Fax : ..................................................................
E-mail (if any) : ..................................................................
Works undertaken : ..................................................................
16.3. Contracting Entitys Authority: The contractor may assign the other obligations deemed necessary to the physical or corporate persons that act as subcontractors with prior written approval of the Contracting Entity. The Contracting Entity shall be free whether to accept or not the subcontractor that the Contractor notifies or request the substitution of the subcontractor at any time. The Contracting Entity may, at all times, require from the Contractor to directly perform any part of the work which it deems inconvenient to be performed by the subcontractor. If the Contracting Entity finds out that the works performed by the subcontractor are not in compliance with the provisions set forth in the contract and specification although approved by it, it shall be entitled to require the contractor to remedy such defects.
16.4. Liability of Subcontractor and Contractor: The contractor shall be liable to the Contracting Entity in respect of the defects, faults and imperfections that may arise in the goods provided by the subcontractor as well as the installation, maintenance, repair and supply of spare parts during the term of contract or warranty period. The contractor may not assign the whole work to the subcontractor, and he has to take the approval of the Contracting Entity to assign some part of the Works to the Subcontractors (except for the ones named in the contractor). Authorization by the Contracting Entity to this effect shall not release the contractor from any obligation or liability undertaken pursuant to the contract. The contractor shall be liable for the acts, defaults and negligence of the subcontractors, their agents and personnel.
16.5. Those that cannot be assigned as subcontractors: Those that are specified to be prohibited to act as subcontractors as per the Law No. 4734 and the Law No. 4735 as well as the related legislation cannot be assigned as subcontractors.
Article 17 Delay Penalty
17.1. The delay penalty shall be applied by
over the contract amount by deducting from the payments that will be effected to the Contractor for each calendar day that elapses if the work is not completed/ the goods are not delivered in a timely manner except for the conditions arising from the extension of time mentioned in Article 18 and the increased works under the contract29. The amount of penalty shall in no way exceed the contract amount.
17.2. The delay penalty shall be deducted from the payments without necessary to issue a protest letter to the Contractor separately. If this penalty cannot be covered from the payments, it shall be collected separately from the Contractor.
17.3. The Contracting Entity shall terminate the Contract if
. days elapse from the notification of this notice of delay to the Contractor.30
Article 18 Cases and Conditions for Extension of Duration
18.1. Force Majeure: The Contracting Entity shall accept the cases listed below as the events of force majeure provided that it is not caused by any defect attributable to the Contractor, it has the nature to hinder the performance of the contract, the contractor does not have sufficient power to eliminate this hindrance, and the contractor notifies the Contracting Entity in writing within 20 (twenty) days following the day of occurrence of the case of force majeure, and this is documented by the competent authorities:
a) Natural disasters,
b) Legal strikes,
d) Announcements for partial or general mobilizations,
e) Other similar cases to be determined by the Authority where necessary.
18.1.1. Applications not made in time shall not be taken into consideration as per Article 18.1. and the Contractor shall not be entitled to claim extension of duration following the expiry date of application. The Contractor affected by force majeure shall notify the Contracting Entity after getting released from such effects.
18.1.2. In the event that the above cases are documented and accepted by the Contracting Entity, the duration shall be extended and its scope shall be notified to the Contractor. In this case, the Contractor shall submit the schedule indicating the new delivery times within
. days at the latest31.
18.1.3. The Parties shall make their best endeavors to minimize delays that are possible to arise while fulfilling their contractual obligations as a result of force majeure.
18.2. Reasons Attributable to the Contracting Entity:
18.2.1. In the event that the Contracting Entity does not fulfill the contractual obligations (delay in handing over the worksite and approval of the projects etc.) within the stipulated duration without any default of the contractor as specified in the contract, and any delay occurs with reasons not caused by the contractor, and the work is not completed in time, the situation shall be reviewed by the Contracting Entity upon the request by the contractor provided that this hinders the performance of the contract and the contractor does not have sufficient power to eliminate the hindrance, and the Contracting Entity may extend the time for a part of or whole work according to the nature of the work.
18.2.2. In the event that the duration of the contract is extended, the Contractor shall submit the schedule indicating the new delivery times within maximum
Article 19 Conditions for Assignment of Contract
19.1. Conditions for Assignment: It shall be possible to assign the Contract upon written consent of the Contracting Officer under compulsory circumstances. The Contracting Entity shall check whether there is any hindrance as per Article 16 of Public Procurement Contracts Law No. 4735 while considering the demands for assigning the contract. Following the essential approval of the Contracting Officer, the assignee of the contract shall be liable to provide performance bond at the rate of 6% of the contract amount to the Contracting Entity over the values listed in Public Procurement Law No. 4734 before concluding the Assignment Contract. In this case, the Contracting Entity shall return the performance bond received from the assignor within one business day following the conclusion of the Assignment Contract. The signatures of the Contracting Officer, assignor and the assignee shall be affixed to the Assignment Contract and the statements of the assignor and the assignee to the effect that they are not in the cases specified in Article 16 of Public Procurement Contracts Law No. 4735 shall be within the Assignment Contract, and the assigned receivables must meet the requirements applicable for the initial procurement. Approval of the Assignment Contract by the Contracting Officer shall not release the assignor from any liability concerning the works carried out until the date of assignment.
19.2. Unauthorized Assignment: In the event that the Contractor assigns the contract without any authorization, the Contract shall be terminated and provisions of Article 16 of Law No. 4735 shall be applicable. In the event that the Contracting Entity realizes that the Contractor assigns or is assigned another contract within three years following and prior to the assignment date excluding the unauthorized assignment of the contract or assignments made in order to change the title and legal status of the company, the Contract shall be terminated and provisions of Articles 20, 22 and 26 of Law No. 4735 shall be applicable for the assignor and the assignee.
Article 20 Amendment to the Contract
20.1. It shall be possible to amend the provisions of the contract on the following points provided that the contract price is not exceeded and it is agreed by both the Contracting Entity and the Contractor after the Contract is signed.
a) Installation or delivery place of the product
b) Duration of the work and terms of payment for this duration provided that the product is installed and delivered before its due time.
20.2. It shall not be possible to amend the provisions of the Contract and arrange a supplemental contract apart from the cases cited above.
Article 21 Liabilities of the Contractor34
21.1. General Liabilities of the Contractor35
The Contractor hereby agrees and represents to pay essential attention and care to the works, to provide/ carry out the goods/ work under the contract with regard to time, amount and price as stipulated in the Contract and tender documents, and to remedy any possible defects pursuant to the provisions of the contract. The Contractor shall be liable to prepare any machine, equipment and auxiliary plant required for delivery and installation of the goods in accordance with the undertaken work and the schedule, and to provide any material and staff required. In the event that the Contractor does not comply with the notices and instructions given by the Contracting Entity, and violates the liabilities specified herein, the Contractor shall be liable to meet all losses to the Contracting Entity and third parties.
21.2. Liabilities of the Contractor for Installation
21.2.1. It shall be checked and considered whether the preparations made and measures taken by the Contractor are satisfactory to perform the contract in accordance with the delivery schedule both at the beginning and progress of the contract.
21.2.2. The Contractor shall be liable to compensate any possible damages arising from electricity, water, gas facilities and connections required for installation and other works.
21.3. The Work Schedule
21.3.1. The staff of the Contractor shall carry out the works at working hours according to the specification and specified in the delivery schedule. However, in the event that there is a change to the delivery schedule including installation of the goods purchased by the Contracting Entity and production in site, the Contractor shall change the working hours in accordance with this new schedule upon the request of the Contracting Entity. The Contractor shall not claim any increase in the price due to such changes.
21.3.2. The Contractor shall prepare an activity report in 3 copies and submit to the Contracting Entity for the works that continues for more than 1 month and that require installation at the end of every month. Reporting by the Contractor shall continue until the acceptance date. Each report shall contain;
a) Amount of goods delivered, stage of work and stages of works carried out by subcontractors,
b) Information about installation, storage of goods, commissioning, training etc..
c) Information about incidents causing danger, safety issues including environmental events,
d) Details of events jeopardizing the completion of work, comparison of delivery schedule and actual progress, measures taken or to be taken to remedy the delays,
e) Records about the staff of the Contractor,
f) Quality Certificates, test results and certificates of materials if any,
as well as additional documents and data requested by the Contracting Entity.
21.4. Safety Measures
The Contractor hereby agrees to;
a) Comply with all safety rules applicable for the work,
b) Ensure safety of all staff authorized to stay in the worksite,
c) Take all measures to ensure safety of the worksite and any equipment, materials, instruments as well as data and documents provided to carry out the works,
d) Take all measures to ensure safety of life and properties of third persons while supplying the goods and fulfilling other obligations pursuant to the relevant legislation.
21.5. Liabilities of the Contractor for the Employed Staff
21.5.1. The Contractor shall take all safety measures with regard to occupational health in accordance with the relevant laws, regulations and ordinances as well as ILO standards during the performance of works.
21.5.2. The Contractor shall meet the costs due to the treatment of Contractors staff that are subject to accidents and the relevant indemnification payable although the Contractor takes the necessary measures as per the relevant legislation. Furthermore, the funeral costs of the staff that dies at work or due to work as well as the indemnification payable to his/ her family shall be met by the Contractor.
21.5.3. Technical and administrative staff of the Contractor, Subcontractors as well as their relevant staff that are determined by the Contracting Entity to be inconvenient to work, shall immediately be dismissed upon notification by the Contracting Entity.
21.6. Transportation of Goods
21.6.1. Any transportation cost concerning the performance of works under this contract shall be
. in the contract amount36.
21.6.2. The Contractor shall be responsible for packaging, loading, transportation, delivery, unloading, storage and protection of all goods as well as installation materials and equipment required for the work. The Contractor shall be liable for any damages possible to arise during the transportation of materials.
21.6.3. The Contractor shall be responsible for packaging, loading, transportation, delivery, unloading, storage and protection of all goods as well as installation materials and equipments required for the work with regard to supplies requiring international or overseas transportation in compliance with Incoterms 2000 and updated texts that shall be published thereafter.
21.7. Access Roads
The Contractor shall make acceptable effort not to damage the roads and bridges due to the traffic flow during the transportation of goods and the relevant staff. To this effect, appropriate vehicles and roads shall be used. If it is necessary to take permission from the authorized bodies for using the roads, the Contractor shall take such permission prior to transportation. Any claim by the relevant bodies and institutions with regard to using the access roads shall be met by the Contractor.
21.8. Environmental Protection and Avoidance of Interference
21.8.1. The Contractor shall avoid from unnecessary and unjust interferences and interventions to the public peace and order during the transportation and installation of goods.
21.8.2. The Contractor shall be responsible for all results of such unnecessary and unjust interferences and interventions.
21.8.3. The Contractor shall take measures as per the provisions of environmental legislation and other relevant legislation according to the nature of the goods under the Contract in order to protect the environment during unloading and installation. The Contractor shall be liable to take all acceptable measures to remedy damages and inconveniences to the public and properties due to pollution, noise and similar reasons possible to arise as a result of such activities, and shall comply with the applicable legislation on health and environment. In the event that the damages possible to arise due to the default of the Contractor to fulfill this obligation are compensated by the Contracting Entity, all prices paid compulsorily by the Contracting Entity shall be deducted from the receivables of the Contractor. In the event that the receivables of the Contractor are not sufficient to meet such prices, the right of the Contracting Entity to sue against the Contractor shall be reserved.
21.9. Confidentiality: The Contractor shall keep any information and documents related to the work private and confidential and shall not disclose or publish any detail of the Contract without prior consent of the Contracting Entity apart from purposes to perform the Contract. If any dispute arises with regard to the requirement to disclose or publish any detail in accordance with the purposes of the Contract provided that the resolutions of Turkish judiciary bodies are reserved, the resolution of the Contracting Entity to this effect shall be the final resolution.
Article 22 Training37
22.1. The training
for this work.
22.2. The training cost
in the contract amount.38
Article 23 New Model and Documentation39
23.1. In the event that it is possible to modify the goods under this Contract hereby to the new designed or manufactured model as a nature of the goods, the Contracting Entity may demand from the Contractor to modify the goods to the new designed or manufactured model provided that it is in compliance with the technical specification. In the case of such a demand, the Contractor shall be liable to act according to the demand of the Contracting Entity as soon as possible without claiming extension of time. The Contractor shall submit the following updated documents every three (3) months (quarterly) according to the new model of the goods:
1. Operating principles of the parts,
2. Maintenance instructions for the replaced parts of the system,
3. New maintenance procedures for the system,
4. Installation data required for installation of new parts,
5. Manuals indicating or containing the revisions,
23.2. The Contractor shall submit these documents together with two Turkish copies other than the two (2) original languages to the Contracting Entity.
Article 24 Packaging40
The subject goods under the Contract shall be delivered in the original packaging unless otherwise agreed in the technical specification. Damages, losses and defects that are possible to arise if the goods are not packaged as specified in the technical specification and that are not covered by insurance shall be met by the Contractor.
Article 25 Prohibition of Advertisement41
The Contractor may not use or publish the name of the Contracting Entity in any leaflet or any presentation document with regard to the goods supplied without any written consent of the Contracting Entity.
Article 26 Intellectual and Industrial Property Rights42
26.1. The Contractor shall pay the property right prices of goods and installation systems to be provided according to the provisions of this Contract hereby as well as the trademarks, patents, industrial designs and beneficial models belonging to any part of them. In the event that any right and/or interest subject to intellectual and/or industrial property under protection as per the provisions of the relevant legislation is violated when or since the Contractor is fulfilling the obligations, any administrative, legal, penal and financial liability to this effect shall be of the Contractor. The Contractor shall not be entitled to make any claim from the Contracting Entity in this matter. If the Contracting Entity faces any legal sanction in spite of this, it shall be assigned to the Contractor upon the written request of the Contracting Entity provided that its other rights are reserved. The Contractor shall be liable to provide all information and documents with regard to the fact whether there is intellectual and industrial property of the service undertaken, and if so, the rights and liabilities towards itself and third persons before concluding the contract. If the Contracting Entity encounters any damage or loss of right since this obligation is not fulfilled by the Contractor, the Contracting Entity shall receive and charge any loss (including the loss of profit and missed opportunities) from/ with the Contractor provided that other rights are reserved.
26.2. The Contractor shall supply the intellectual and/ or industrial property rights on the goods or rights on the piece for and on behalf of the Contracting Entity.
26.3. In the event that the said goods are within the scope of a new patent, design, invention or beneficial model etc. developed by the Contracting Entity, the Contractor hereby accepts and commits that he shall not intervene with these intellectual and industrial rights and shall not claim any industrial right with regard to the projects and technical documents submitted.
Article 27 Compliance with Legislation
The Contractor shall comply with the following, including submitting all relevant notices and making all payments:
(a) All laws, regulations, ordinances, decrees, circulars, communiquιs and other relevant legislation concerning performance and completion of the work and remedying the possible defects in the goods/ work,
(b) Resolutions by the public bodies and institutions as well as courts,
and shall indemnify the Contracting Entity against all penalties and liabilities that it may encounter due to the breach of these provisions.
Article 28 Staff of the Contractor, the Contracting Entity, Principles of Cooperating with Third Parties and Other Contractors
The Contractor shall provide any facilitation for,
a) All other Contractors that the Contracting Entity concludes contract due to the works outside this Contract and that carry out works within the same worksite with the Contractor and their staff,
b) Staff of the Contracting Entity,
c) Other persons and their staff authorized to work in order to perform any Contract of the work not included in this Contract or that is concluded in connection with or in assistance with the work under this Contract in the worksite or nearby.
Article 29 Indemnification Liability of the Contractor
29.1. The Contractor shall directly be liable to the third parties, environment and the Contracting Entity with regard to the damage caused by the fact that the Contractor supplies, delivers or uses defective goods incompatible with the standards under the Contract, and the Contractor does not perform the work in accordance with the provisions of the Contract and the specification and caused by similar reasons. Furthermore, provisions of Article 27 of Law No. 4735 shall applicable for such Contractors.
29.2. The Contractor shall be responsible for the protection of the goods under the Contract until their acceptance with regard to the purchases on the basis/ condition of delivery. Therefore, the Contractor shall be liable to replace the goods with a new one if the goods become defective, partially or wholly damaged by earthquake, flood, landslide, storm, fire, robbery or loss of profit and damage to the third parties occur.
29.3. In the event that the goods are insured by the Contractor in his/ her name and account, one copy of the said insurance policies shall be submitted to the Contracting Entity by the Contractor.
Article 30- Increased works, decreased works and dissolution of works that are possible within the scope of contract43
Article 31 Insurance44
31.1. In cases where insurance is not compulsory in the Administrative Specification, the losses due to the lack of insurance for the period when the goods are delivered to the Contracting Entity and accepted shall be compensated by the Contractor.
31.2. Unless otherwise specified in the Contract or annexes, the Contractor shall be liable to insure (all risk insurance policy) all parts of the work carried out by means of any good, instrument, material, working machine, vehicle, plant etc. within the worksite against earthquake, flood, landslide, storm, fire, robbery, loss of profit, financial liability to third parties etc. and those required by the Contracting Entity according to their nature. The prices taken as basis for the insurance shall be the sum of prices calculated according to the market values of temporary plants, machinery, instruments, vehicles etc. as well as the price of the goods and amount of payment. Liabilities and obligations undertaken by the Contractor under this Contract hereby shall be limited to the said (all risk) insurance policies.
31.3. If such an obligation is not specified by the Contracting Entity in the Administrative Specification and Contract, the Contractor shall be liable to protect the goods under the Contract and any instruments, materials, working machinery, vehicles etc. until the acceptance date in compliance with the provisions regulating the process from the beginning until the end of the acceptance period and to compensate any possible damages thereof.
31.4. Submitting the Policies to the Contracting Entity
In cases where insurance is compulsory, the Contractor shall be liable to submit the said insurance policies together with the work schedule to the Contracting Entity. Otherwise, payment shall be impossible. In the event that the Contract is terminated or dissolved, such insurance policies shall continue until the work is awarded to the new Contractor and insurance costs for this period shall be met by the first Contractor. However, this period shall not exceed 90 (ninety) days following the termination or dissolution date of the Contract.
Article 32 Liabilities of the Contracting Entity45
32.1. Hand-Over of the Worksite to the Contractor for Works Requiring Installation
The worksites where the goods shall be installed according to the type and nature of the goods shall be made available to the Contractor with the letter of Proceed to Work following the signing date of the Contract. Minutes shall be issued to indicate the current status of the Worksite by the parties during handing over of the worksite. The Contracting Entity shall notify in writing to the Contractor the places where the goods shall be installed and shall always have the right to change the same. If the worksite is changed and delay occurs in handing over the places to the Contractor where the goods shall be delivered or installed and this delay affects the completion of part of whole of the Work in a timely manner, the duration of work shall be extended by the Contracting Entity as necessary for the part of or whole work. The places where the materials and tools owned by the Contractor shall be placed and places where the staff shall work shall be provided by the Contracting Entity free of charge to the Contractor.
32.2. Hand-Over of the Plans and Projects to the Contractor for Works Requiring Installation
According to the type and nature of the goods, the Contracting Entity shall deliver the plans and projects that the Contractor may need during installation to the Contractor with a protocol. The Contractor shall have the right to request more copies from the said documents provided that related costs are covered. The Contractor shall be liable to protect the confidentiality of all plans and projects delivered.
32.3. Permissions and Licenses
It shall be under the liability of the Contracting Entity to take the required permissions, licenses and approvals under the liability of the Contracting Entity for delivery and/ or installation of the goods under the Contract and/ or to provide essential assistance to the Contractor in this matter.
32.4. Contracting Entitys Staff
If it is necessary that the Contractor needs assistance from or cooperate with the staff of the Contracting Entity for delivery, installation of the goods, commissioning and training activities concerning the goods provided that it is limited to the subject of the Contract and specified in the specification, the Contracting Entity shall provide essential assistance to the Contractors staff and/ or notify the name, surname, employed unit, of the assigned staff as well as the scope and time of assistance or work to the Contractor in writing.
Article 33 Declarations, Approvals, Certifications, Documents and Assessments
All communications between the Contracting Entity and the Contractor shall be in writing. If it is required that one of the parties needs to make notice, notification or invitation for any permission, certification, document, approval or assessment in relation to the performance of the work and delivery of the goods, relevant communications shall be in writing unless otherwise agreed by the Parties.
Article 34 Representative of the Contractor
The Contractor may assign an authorized representative with the approval of the Contracting Entity while fulfilling the relevant contractual obligations. In this case, the Contractor shall be liable to submit the letter of authorization issued by a notary public within the notification periods and conditions stipulated by the Contracting Entity as well as the name, surname, address and phone number of the authorized representative (representative of the Contractor) to the Contracting Entity. Representative of the Contractor shall cooperate with the Commission during the inspections and studies concerning the works as required by the Contracting Entity.
Article 35 Inspection, Examination and Acceptance46
35.2. The examination and acceptance shall not be performed unless the goods and works carried out are delivered to the Contracting Entity by the contractor. However, the goods that are purchased, examined and stored at the same time are hereby excluded.
Article 36 Issuance of Payment Documents
36.1. If the goods to be delivered by the Contractor is received in lots or parts in bulk or delivered at one time, the following shall be written into the minutes by the Commission in the presence of the Contractor or the representative for each delivery;
a)Quantity of goods delivered since the beginning of the Contract,
b)Compatibility of the goods or works carried out with the Contract and annexed technical specification.
The Commission shall indicate the quality of the goods and their compatibility with the technical specification, and if any, rate and number of fault and defective goods in the report as a consequence of the said minutes. The Commission shall also write its additional opinions not limited to those written herein within the scope of the duties and authorities of the Commission in accordance with the contract and technical specification.
36.2. If it is stated in the report by the Commission that the goods are accepted without any defect or with defect accepted to the rate as specified in the administrative specification on condition that they will be replaced later, a report shall be drawn up and submitted to the Contracting Entity to the effect that the goods shall be accepted and/ or rejected since they do not meet the requirements or comply with the technical specification.
36.3. The Contracting Entity shall initiate the payment process by preparing a payment document in accordance with the legislation concerning the payment of the value of the goods by enclosing the acceptance document to the payment document. However, payments relevant to Letter of Credits and Advance Payments shall be exempted from examination and acceptance processes.
36.4. The Contracting Entity shall effect payment to the Contractor or representative within
.. days47 at the latest following the issuance of the acceptance report and upon the written request of the Contractor.
Article 37 Liability for Defects and Faults Following the Acceptance
If there is loss or damage in the goods delivered by the Contractor under this Contract hereby owing to the fact that defective material is used or the goods are not in compliance with the technical requirements, such loss or damage shall be remedied or compensated by the Contractor.
Article 38 Liability of the Contractor for Work Guaranteed to be Delivered
38.1. The fact that any work is carried out under the supervision of the Commission shall not release the liability and responsibility of the Contractor to deliver the work in accordance with the relevant laws, professional rules, legislation concerning the type of good, contract and the specifications. The goods shall not be examined unless delivered to the Contracting Entity. However, goods that are stored by purchasing and examining simultaneously shall be an exception.
38.2. If the Contractor claims that the installation projects and/ or technical documents, the site indicated for installation or delivery are at the nature to hinder the performance of the Contract or insufficient technically, the Contractor shall be liable to submit the opposite opinions or documents to this effect within
.) days following the submittal of instructions or documents to the Contracting Entity with a letter.
Article 39 Works Not In Compliance With the Contract and Annexes
39.1. The Contractor shall replace or remedy the goods whose delivery, installation and packaging are not in compliance with the contract and specifications, and that are fault and defective within the indicated period upon the instruction of the Contracting Entity free of charge with the domestic and international transportation and customs duties etc. costs on his own account. If there is a delay in this matter, provisions of this Contract concerning the delay penalty shall be applicable.
39.2. Works proposed by the Contractor different from the technical document shall be accepted provided that they are in compliance with technical and artistic rules as well as the requirements and that have better properties than the existing goods upon the approval of the commission. But, the Contractor shall not be entitled to claim additional value in this case.
Article 40 Approval Not Releasing Liability
Inspection of any work during production or manufacturing prior to delivery or approval of the work shall not release the Contractor from the liability and responsibility to carry out the work under this Contract in full compliance with the projects, contract and specifications, technical and crafts rules.
Article 41 Warranty, Maintenance & Repair48
41.1. Warranty: The goods that will be delivered by the contractor shall have the minimum warranty period of
. months/years. The contractor shall be liable to issue the guarantee certificates pertinent to these goods under the name of Contracting Entity and submit the original copies to the Contracting Entity. It shall be under the liability of the contractor that any fault, defect and imperfection to be determined in the material covered by guarantee during the contract period are remedied by the person or corporate body providing the guarantee. If this liability is not fulfilled by the contractor, the Contracting Entity shall have the right to deduct all expenses incurred to provide guarantee from the receivables of the contractor or collect the same by converting the performance bond into cash.
41.1.1. The maintenance of good shall be provided by the contractor at the periods specified in the operation manual or other documentation of the goods during the warranty period provided that the cost of any consumable is borne by the
41.2. Maintenance, Repair and Supply of Spare Parts after the Warranty Period50
41.3. The contractor shall be liable for the losses and damages that may occur to the goods since the Contractor fails to fulfill his obligation in respect of maintenance and repair or fulfills such obligation with any delay although it is stipulated in the contract. If the goods are impossible to be repaired due to the failure of the Contractor to fulfill his obligation completely or in a timely manner and this situation is outside the scope of guarantee, the Contractor shall be liable to provide the same goods free of charge.
Article 42 Termination and Dissolution of the Contract
42.1. Termination of Contract by the Contracting Entity
The Contracting Entity shall terminate the Contract in the following cases:
a) If the Contractor does not perform the Contract in accordance with the provisions of the tender document and the Contract or complete the work in time, and if the same situation continues in spite of the written notice of the Contracting Entity for a period specified in this Contract, but not less than twenty (20) days with regard to the application of the delay penalty at the rate stipulated in the Article of the Contract concerning delay penalties,
b) If it is determined that the Contractor enters into prohibited deeds or actions stipulated in Article 25 of Public Procurement Contracts Law No. 4735 during the performance of the Contract,
the performance bonds and, if any, additional performance bonds shall be registered as revenue and the Contract shall be terminated, and the account shall be dissolved according to the general provisions without any need for a written protest.
42.2. Termination of the Contract Due to Prohibited Deeds and Actions Prior to Contract
If it is found out after the Contract is concluded that the Contractor has entered into prohibited acts or deeds during the procurement process as per Law No. 4734, the performance bond, and if any, additional performance bonds shall be registered as revenue and the contract shall be terminated, and the final account shall be dissolved according to the general provisions. However, provided that at least 80% of the contract is completed and there is public interest in the completion of the contract, in the case that;
(a) There is not sufficient time to procurement the remaining part of the contract again due to urgency of work,
(b) It is not possible to have any other contractor perform the contract, and
(c) Prohibited act or deed of the Contractors does not hinder the completion of the contract,
the Contracting Entity may require from the Contractor to complete the contract without terminating the contract, and in this case, the Contractor shall be liable to complete the contract. However, in this case, Article 26 of Law No. 4735 shall be applied and penalty shall be received from the Contractor at an amount equal to the performance bond, and if any, additional performance bonds. Such penalty may be collected by making deductions from the payments.
42.3. Termination of Contract Due to Force Majeure
The Contracting Entity or Contractor may unilaterally terminate the Contract due to force majeure. If the Contractor requests time extension due to such force majeure, the work has to be completed according to the contract and annexes thereto at the end of the time extended to enable to Contracting Entity to terminate the contract. In the event that the contract is terminated, the final account shall be dissolved according to the general provisions and the performance bond, and if any, additional performance bonds shall be registered as revenue.
42.4. Termination of Contract by Contractor
Should the Contractor notifies in writing with the reasons thereof to the Contracting Entity that he shall not be able to perform the contract since he is in a financial difficulty except for the force majeure after the contract is concluded, the performance bond, and if any, additional performance bonds shall be registered as revenue without any necessity to issue a letter of protest and the contract shall be terminated, and the final account shall be settled according to the general provisions.
42.5. Determination of Date of Termination
42.5.1. The Contract shall be deemed terminated when the request of the Contractor to terminate the contract is delivered to the Contracting Entity according Article 19 of Law No. 4735, and upon the expiry of the period according to paragraph (a) of Article 20 of the same law and as of the date of determination according to paragraph (b) of Article 20 and Article 21. The resolution for termination shall be taken by the Contracting Entity within seven days following such dates. Such resolution shall be notified to the Contracting Entity within seven days following the date of resolution.
42.5.2. Should the contract is terminated according to Articles 19, 20 and 21 of Law No. 4735, performance bond, and if any, additional performance bonds shall be updated according to the monthly wholesale price index published by the State Statistics Institute from the date of furnishing the same until such bonds are registered as revenue. The difference between the updated amount and the amount of performance bond, and if any, additional performance bonds shall be received from the Contractor. In cases where the performance bond is received by deducting from the payments, the received amount shall be registered as revenue, and furthermore, the amount of performance bond corresponding to the amount of work not performed following the date of termination shall be updated accordingly and received from the Contractor. The performance bonds that are registered as revenue may not be set-off against the liability of the Contractor.
42.5.3. Should the contract is terminated according to Articles 19, 20 and 21 of Law No. 4735, provisions of Article 26 of Law No. 4735 shall be applied for the Contractors. Furthermore, any loss and damage incurred by the Contracting Entity due to the termination of the contract shall be indemnified by the Contractor. The Contracting Entity shall, following such termination, be free to procurement the work according to any proper procedures set forth in the Law #4734. The Contractor shall not be entitled to claim any right since the remaining works are awarded to another contractor.
42.6. The Proceedings to be followed in the case of Termination
42.6.1. If the Contract is terminated, the Contractor shall leave the worksite. The Contractor shall submit the materials, tools, all papers and documents, designs and drawings designated for work to the Contracting Entity with a written protocol. The Contractor shall comply with the reasonable instructions given by the Contracting Entity in respect of subcontracts, protection of worksite and the safety measures that must be taken. Should the Contract is terminated and the Contracting Entity arranges another Contractor to complete the work, the documents of the Contractor may be used. In this case, the Contractor may not claim any right.
42.6.2. The Contracting Entity shall notify in writing to the Contractor the time of handing over the installation materials and temporary facilities in the worksite. Upon this notification, the Contractor shall leave the worksite with all risks and costs on his account. If there is any amount payable to the Contracting Entity by the Contractor, the Contracting Entity may sell such materials and temporary facilities to cover this amount, and if any, the remaining amount shall be paid to the Contractor.
42.6.3. As of the date of such termination, the Contracting Entity shall determine the quantity of goods performed or delivered by the Contractor as well as the costs for remedying the faults and defects, and the amounts that must be paid to the Contractor pursuant to the Contract.
42.6.4. The Contracting Entity shall have the right to suspend the payments that it will make to the Contractor until the costs to be incurred by the Contracting Entity are determined if there are faults and defects.
42.6.5. General provisions shall be applied in cases not included in this Contract hereby and the attached specifications.
42.6.6. If the Contract is terminated, the performance bond, and if any, additional performance bonds of the Contractor shall be registered as revenue;
a) Directly if it is Turkish Lira in currency,
b) By collecting from the bank if it is a bank letter of guarantee,
c) By converting to cash if it is state debenture bond or bond including Treasury security.
The performance bond, which is registered as revenue, shall not be set-off against any debt of the Contractor.
42.7. Evacuation of Contractors Goods In case of Termination of Contract51
42.7.1. If the Contract is terminated, the Contractor shall not have the right to dismount the temporary facilities and the installations relating to the same and take any of the materials, tools and machines located in the worksite to another place or assign the same to another person, or make changes to the worksite without prior consent of the Contracting Entity. The Contracting Entity may take control of the worksite and evacuate the Contractors organization away from the worksite when deemed necessary to prevent the Contractor from entering to such acts.
42.7.2. The Contracting Entity, at its discretion, may choose to purchase these temporary facilities, installations, materials, machines, tools and spare parts related to the same. If the Contracting Entity does not choose to purchase the said temporary facilities, materials and others, the Contractor shall be obliged to remove the same from the worksite within a period to be determined by the Contracting Entity.
Article 43- Death of Contractor
If the Contractor dies, the contract shall be terminated and the final account shall be settled according to the general provisions, and the performance bond, and if any, additional performance bonds shall be delivered to the inheritors. However, the contract may be assigned to the heirs meeting the same requirements and making request to this end upon approval of the Contracting Entity on condition that the performance bond is furnished for the whole contract including the additional performance bonds if any within thirty days following the date of such death.
Article 44- Bankruptcy of Contractor
If the Contractor enters into bankruptcy, the contract shall be terminated and the provisions of Articles 20 and 22 of Law No. 4735 shall be applied for the Contractor except for any prohibition.
Article 45- Heavy Disease, Detention or Imprisonment of Contractor
If the Contractor enters into a situation to fail performing the contract due to any heavy disease, detention or imprisonment limiting the freedom to the extent to prevent the Contractor to fulfill the provisions of this Contract hereby, he can continue to perform the contract by assigning a representative acceptable to the Contracting Entity within 30 (thirty) days following the occurrence of the same. If the Contractor is deprived of the opportunity to assign a representative with his own will, then it may be required from the authorized persons to assign a legal representative within the same period according to the general provisions. If the foregoing provisions are not applied, the contract shall be terminated and the provisions of Articles 20 and 22 of Law No. 4735 shall be applied except for any prohibition.
Article 46- Death, Bankruptcy, Heavy Disease, Detention or Imprisonment If the Contractor is a Joint Venture
Death, bankruptcy, heavy disease, detention and imprisonment limiting the freedom of one of the physical or juridical persons constituting the joint venture or dissolution of such joint venture in respect of the contracts undertaken by joint ventures shall not prevent the performance of the contract. However, if one of such persons is notified to Contracting Entity as pilot or coordinating partner, the contract shall be terminated in the events of bankruptcy, heavy disease, detention and imprisonment limiting the freedom or the dissolution of the pilot or coordinating partner in view of the pilot or coordinating partner being physical or juridical person, and the provisions of Articles 20 and 22 of Law No. 4735 shall be applied except for any prohibition. If the pilot or coordinating partner dies, the contract shall be terminated and the works completed shall be dissolved, and the performance bond shall be returned. The work shall be continued by renewing the contract with the proposal of other partners within 30 (thirty) days following the occurrence of the same and upon approval of the Contracting Entity provided that the responsibilities undertaken by the pilot or coordinating partner for the respective work including the performance bond are undertaken by the respective partners. In the events of death, bankruptcy, heavy disease, detention and imprisonment limiting the freedom or dissolution of one of the partners other than the pilot or coordinating partner, other partners shall continue to perform the contract by undertaking the responsibilities including the performance bond in respect of such work.
Article 47- Liability of Contractor for Penalty
The competent Public Prosecution Office shall be referred for investigation according to the provisions of Turkish Penal Code against the Contractor who enters into the acts or deeds constituting crime as per the Turkish Penal Code as set forth in Article 25 of Law No. 4735 as well as