SECTION - IIIGENERAL CONDITIONS OF

SECTION - III

GENERAL CONDITIONS OF THE CONTRACT

1. APPLICATION:

The general conditions shall apply in all contract made by the Purchaser for the procurement of services.

2. STANDARDS:

The services supplied under this contract shall conform to the standards mentioned in the Technical Specifications.

3. PATENT RIGHTS:

The supplier shall indemnify the purchaser against all third-party claims/actions of infringement of patent, trademark or industrial design rights arising from use of the services or any part thereof in Indonesian Telecom Network.

4. PERFORMANCE SECURITY :
4.1 The supplier shall furnish performance security to the purchaser for an amount equal to 10% of the value of purchase order within 7 days from the date of issue of Advance Purchase Order by the Purchaser.
4.2 The proceeds of the performance security shall be payable to the Purchaser as compensation for any loss resulting from the supplier’s failure to complete its obligations under the contract.

4.3 The performance Bond shall be in the form of Bank Guarantee issued by a scheduled Bank of Indonesia and in the form provided in Section IX of this Bid Document.

4.4 The performance security Bond will be discharged by the Purchaser after completion of the supplier’s performance obligations including any warranty obligations under the contract.

5. ACCEPTANCE PROCEDURE / INSPECTIONS AND TESTS:

5.1 The purchaser or his representative/ Ceragon QA/ Ceragon End Customer shall have the right to inspect and test the services for their conformity to the Specifications. The test schedule will be mutually decided between all the parties. All reasonable facilities and assistance like Testing Instruments and other test gadgets including access to drawings shall be furnished to the inspectors at no charge to the Purchaser. All expenses relating to such inspection testing for contractor’s manpower will be to Contractor's Account.

5.2 Should any inspected or tested Services fail to conform to the specifications, the Purchaser may reject them and the Supplier shall rework the rejected services and make all corrections necessary to meet specification requirements free of cost to the Purchaser.

5.3 If any service or any part thereof, before it is taken over as per clause 5.4 below, be defective or fails to fulfil the requirements of the contract, the inspector shall give the supplier notice setting forth details of such defects or failure and the service provider, shall make the defective service good, or alter the same to make it comply with the requirements of the contract forthwith and in any case within a period not exceeding two weeks of the initial report. These corrections shall be made by the service provider free of all charges at site. Should it fail to do so within this time, the Purchaser reserves the right to reject and rework at the cost of the service provider the whole or any portion of the service as the case may be. Also any additional cost arising due to such delay shall be borne by the contractor. This shall also include the cost of extra stay of inspection team etc. The cost of any rework made by the purchaser or additional cost referred above shall be deducted from the amount payable by the supplier.

5.4 When the performance tests called for have been successfully carried out, the inspector / ultimate consignee will forthwith issue an “Acceptance Test Certificate (ATP)”.

5.5 Nothing in clause 5 shall in any way release the supplier from any warranty or other obligations under this contract.

6. DELIVERY AND DOCUMENTS:

6.1 Delivery of the Services shall be made by the supplier in accordance with the terms specified by the purchaser in its Schedule of requirements and in the Special Conditions. The goods after Pick up from Warehouse/ Delivery at Site shall remain at the risk and responsibility of the supplier until PAC has been signed.

6.2 The delivery of the services shall commence as specified and be completed within time schedule specified in the tender and this along with completion of the turn key project for each city as per schedule shall be essence of the contract.

6.3 Ceragon shall be allowed to reproduce strictly for its own use as per requirements handbooks and drawings for training, installation and maintenance requirements. Handbooks shall be written in a clear and precise form in the English language to ensure efficient installation, testing and maintenance of all Equipment / system supplied


7 INSTALLATION, TESTING, COMMISSIONING:

Successful bidder(s) shall have to arrange installation, testing & commissioning of all the equipment’s. For this purpose, the vendor shall quote their rates as per Table (3), Section VII Part-II.

8 WARRANTY:

8.1 The contractor shall warrant that services to be supplied shall be free from all defects and faults in workmanship and shall be of the highest grade and consistent with the established and generally accepted standards for services of the type ordered and shall perform in full conformity with the specifications. The contractor shall be responsible for any defects that may develop under the conditions provided by the contractor and under proper use to meet equipment requirements, inadequate contact protection, deficiencies in circuit connections and or otherwise and shall remedy such defects at his own cost when called upon to do so by the purchaser who shall state in writing in what respect service is faulty. The warranty shall survive inspection or payment for, and acceptance of goods, but shall expire except in respect of complaints notified prior to such date; eighteen months after the receipt of PAC.

8.2 The period of Warranty for all the services supplied against this tender as per schedule of requirement shall be Eighteen (18) months from the date the supplied services has been accepted by the purchaser/end user (PAC has been signed).

8.3 If it becomes necessary for the contractor to rework or redo any defective portion/portions of the services under this clause, the provisions of the clause shall apply to the portion/portions of services so reworked or redone or until the end of the above mentioned warranty period. If any defect is not remedied within a reasonable time, the purchaser may proceed to do the work at the contractor’s risk and expenses, but without prejudice to any other rights, which the purchaser may have against the contractor in respect of such defects.

8.4 During warranty period, the bidder(s) shall rework the faulty services and restore the services within 1day of reporting.

8.5 As a part of fulfilling its warranty obligations, at any given point of time the Bidder will ensure availability of skilled manpower at designated locations. The Bidder will have at least one back-office support center each in Jakarta & Surabaya.

8.6 The supplier shall furnish the names, locations, complete postal address, Telephone numbers, FAX numbers and E-Mail address of all back-office support centers. The SUPPLIER shall also provide the name of alternate contact person or back-office Support center with address & telephone / FAX no. which may be contacted by Ceragon staff for support. Any change in Address, Phone number, FAX Number etc. shall have to be intimated in writing by the SUPPLIER to the concerned In charge of the Ceragon unit as well as the concerned head of unit and Ceragon Corporate Office at the earliest.

9 PAYMENT TERMS:

Payment shall be made in US Dollar. Payment Terms shall be as follows:

9.1 For Package 1, 2, 3, 4, 5 & 6 (Implementation – I&C, Swap, Upgrade, Reconfigure, etc...):

9.1.1 Down payment
Vendor shall be entitled to invoice the Purchaser for a down payment of 10% (ten percent) of Purchase Order value payable for the service portion promptly upon the date when the relevant Purchase Order for the service portion is accepted by the Vendor against a Bank Guarantee of an equivalent value. Payment for Down Payment shall be made within one invoice payment circle within 30 (thirty) Working days, commencing from the date of receipt by Purchaser of the relevant invoice together with all of the required supporting documents, all of which must be in order and consistent with each other

9.1.2 Provisional Acceptance Certificate (PAC – Cluster Wise)
Vendor shall be entitled to invoice the Purchaser for 60% (sixty percent) of the portion of the Purchase Order value payable for the service portion upon complete Installation, Integration, Testing, Commissioning, ATP and Level 2 Document as evidenced by the issuance of corresponding PAC by the End User. Such PAC shall be verified and approved by the site manager of the End User; Payment for PAC Payment Milestone shall be made within 30 (thirty) working days commencing from the date of receipt by Purchaser of the relevant invoice together with all of the required supporting documents, all of which must be in order and consistent with each other

9.1.3 Ready for Service Certificate (RFS – City Wise)
Vendor shall be entitled to invoice the Purchaser for 20% (twenty percent) of the portion of the Purchase Order value payable for the service portion upon the expiration of 3 (three) Calendar Months calculated from the date of issuance of PAC provided such network enters into commercial operation and has been in stable operation as evidenced by the issuance of corresponding RFS certificate accompanied with performance report form NMS. Payment for RFS Payment Milestone shall be made within 30 (thirty) working days commencing from the date of receipt by Purchaser of the relevant invoice together with all of the required supporting documents, all of which must be in order and consistent with each other

9.1.4 Final Acceptance Certificate (FAC – City Wise)
Vendor shall be entitled to invoice the Purchaser for the remaining 10% (ten percent) of the Portion of the Purchase Order value payable for the service portion upon the expiration of 12 (twelve) calendar