19.05.2008
Libyaninvestment.com

Article (1)

To approve contract form for import and installation of medical equipments by hire purchase system which will be signed by the health utility and importing or manufacturing companies.

Article (2)

This decision to be applied from date of issue and to be executed by concerned authorities.

GPC
Issued: 11.03.2008

Contract for import and installation of medical instruments and equipments by hire purchase system (attached with GPC decision No. 173 for 2008)

This contract is signed on ……….. in Tripoli, Libya between:-

Introduction

. whereas the first party needs installation of instrument type……..by hire purchase system in the health utility of……….

. the second party submitted offer No. … for a total amount of ……..

The two parties agreed on the following:

Article (1)

The introduction is part of the contract including the following annexes:

. Annex No. 1 – technical specifications of the offer referred to and details in the annex

. Annex No. 2 – written undertaking to be approved by a legal authority ……..

. Annex No. 3 – original insurance policy for comprehensive insurance of the instrument

Article (2)

The first party will deliver to the second party the locations in which the instrument will be installed and the second party will transport the instrument at installation location and supply protection instruments and cables after the first party approves the technical and construction drawings before execution. After approval the second party will start works and primary trials for operation and a delivery memo is written and signed by the two parties stipulating condition of the instrument and date of delivery to calculate starting period of hire.

Article (3)

Agreed hire is ….LD (in words) yearly

Article(4)

Hire purchase period

Hire period is ( ) years, it starts from delivery date by the first party and the instrument is considered owned by the second party until termination of hire period. The instrument will be first party’s property after termination of hire period.

Article (5)

Method of payment

The first party will pay in advance the first year’s hire after direct delivery of the instrument and installments …….

Article (6)

Insurance

The second party will insure the instrument from the period of its arrival to the port until termination of the hire period against risks according annex No. 2

Article (7)

Instrument safety

The first party will protect the instrument against damages and operators of the first party should not misuse the instrument and should seek advice regarding operation from the second party. In case of default from any party, a committee to be formed from the two parties to make the necessary legal and administrative arrangements.

Article (8)

Instrument maintenance

The second party will make periodical and immediate maintenance including spare parts and manpower to inspect the instrument in a period not exceeding 24 hours and to make the maintenance in a period of maximum two weeks if required spare parts are not available.

Article (9)

Training and habilitation

The second party should train, habilitate and improve the standard of technicians operating the instruments to the required standard at an unlimited period and when it is necessary and should train 2 technicians of the first party abroad for two weeks.

Article (10)

Supervision on good execution

Health utility administration is responsible toward follow up and supervision of conditions and items of this contract.

Article (11)

Operation requirements

First party should supply all operation requirements and second party should undertake supply of requirements when necessary to guarantee rendering the services and should submit the necessary invoices.

Article (12)

Settlement of stamp duty tax and income taxes

The second party should pay stamp duty tax on the contract as well as income tax and other taxes on profits resulting from execution of this contract according legislations of income tax law and issued regulations.

Article (13)

Taxes and customs fees

The second party should bear taxes, customs fees, etc… according customs law, regulations and executing decisions for import of goods or its entry which concern execution of this contract.

Article (14)

Demurrage

If the second party delays maintenance of the instrument after the period limited in article 9, demurrage of (0.1%) for each day delay will be calculated; it will not exceed (2%) of total annual hire in all cases.

Article (15)

Force majeure

If general exceptional circumstances occur and which were not expected and makes execution of obligations exhaustive and threatens the second party with big loss and it is impossible to claim compensation and these circumstances continue, the contract may be terminated and the second party is exempted from execution of his obligations if the force majeure makes execution impossible.

Article (16)

Termination of hire purchase period and first party ownership

The instrument becomes the property of the health utility after termination of hire purchase period and a legal relinquishment will be submitted for the instrument and all its accessories to the first party. The second party will undertake to deliver the instrument in good condition including the annual maintenance and makes the protective and annual maintenance.

The first party will have the right to contract with the second party for maintenance after termination of the period of the hire including spare parts or replacement of the instrument with another according requirements of the health utility and technology development.

Article (17)

Sub contracting

The second party may not make sub contract and considering administrative contract rules, sub contracting may be made with efficient, experienced and specialized authorities in execution contract works on condition that written approval is obtained from the first party and in all cases the party remains in a partial sub contract case responsible jointly with the sub contract party for execution of this contract.

Article (18)

Contract cancellation

The first party has the right to cancel the contract and confiscate the insurance in the following cases:-

Article (19)

Relinquishment from contract

The second party may not relinquish from all or part of the contract; and if the second party relinquishment contradicts legislation of this article, the contract will be cancelled without any judicial arrangement without breaching the right of the first party in compensation of damages and right to charge the second party for difference of increase in prices. The contracted may relinquish from all or part of entitlements to one of the banks working in Libya according the following conditions :-

article (20)

The demise of eligibility

Article (21)

Arrangements for contract’s execution, use of manpower and facilitation of difficulties

The second party only is responsible for execution arrangements of this contract by technical and non-technical manpower, tools, transport means, etc… for execution of the contract. The first party will submit recommendations to the concerned authorities in Libya to facilitate arrangements for use of required manpower when the nature of work require contracting with it and first party will facilitate difficulties which face it when re-export of depreciated spare parts instead of the new spare parts which were imported instead of it

Article (22)

Prohibition of political activity

The second party, sub contractors, partners, foreign employees and their families should not be involved in political activity during their stay in Libya.

Article (23)

Contract’s confidentiality

The second party will not disclose any details and should not publish the details in commercial publications or in any other field without obtaining prior written approval from the first party and the second party should keep details confidential after contract’s termination and expiry of guarantee period.

Article (24)

Boycott regulations

The second party undertakes considering boycott law legislations of any other country on which boycott legislations are applied and this to be guaranteed when contracting with any sub contractor and in case breach of these conditions is evidenced, the first party will have the right to cancel this contract and confiscate the deposit

Article (25)

Consideration of laws legislations

The second party should consider the prevailing regulations in Libya especially regulations concerning work, wages, social insurance, insurance on work, goods, transport means, architecture regulations, customs, taxation, stamp duty, etc… and to bear the relative expenses and expenses of obtaining any permit or necessary license to resume work

Article (26)

Franchising rights and invention

The second party should consider franchising rights, invention, monopoly decided for others and should compensate the first party for any harm for any claims which arise if the second party did not consider rights of others including fees and technical specifications of projects inside and outside Libya

Article (27)

Libya court concern

The contract’s interpretation and execution of its legislations is subject to laws and prevailing regulations in Libya and Libyan court look at disputes in the contract and any party which refer to court should not stop execution of contract or delay rights of the parties and obligations until final judgment is issued

Article (28)

Guarantee period

The second party guarantees safety of imported materials and operation or making use of it during contract period and if any default or defect appears, the second party should start its repair during one week from notification of default or defect, otherwise the first party will repair it on account of the second party and under his responsibility without breach of first party’s right for compensation

Article (29)

Final delivery

Before contract’s period termination with 60 days, the second party will notify the first party in writing with termination date

Article (30)

Contracting language

Contract’s language is Arabic and all correspondence concerning the contract should be in Arabic and the second party may attach English translation and when there is dispute between the two, the Arabic one is the approved.

Article (31)

Change of address of the second party

The second party undertakes to notify any change in address, otherwise he will be addressed on the address in the contract and may be delivered by hand and signature on copy for each notification which contract’s article stipulates to be in writing or registered mail and this notification is considered legal when delivered

Article (32)

Contract’s copies

This contract is written in Arabic language in eight copies, two for the first party, two for the second party to keep one and will settle stamp duty tax with the other one, one copy to GPC for finance, GPC for planning, inspection authority, peoples control authority and taxation department

Signatures

First party Second party

Health utility …….. Company’s chairman of board of directors