Conditions générales d’achat (CGA locales) de bien et d’ouvrages pour la Deutsche Gesellschaft für internationale Zusammenarbeit (GIZ) GmbH au SENEGAL
Subject to point 1.2 below, these General Terms and Conditions of Purchase apply exclusively to all contracts for the supply of goods and works concluded between the contracting party (hereinafter referred to as "the Contractor") and the Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH (hereinafter referred to as "GIZ").
The contractor establishes its offer on the basis of these General Terms and Conditions. The contract is formed between the parties to the award of the contract by GIZ, subject to the exclusive application of these General Terms and Conditions.
It can only be subsequently modified with the express written consent of GIZ. Any general terms and conditions of business or payment of the contractor that the latter may attach to its confirmation of acceptance of the contract or make public in any other way are not applicable, unless GIZ has expressly agreed to their application beforehand in writing. GIZ's general terms and conditions of purchase also apply when GIZ accepts delivery or services without reservation, even with knowledge of the existence of conflicting or diverging terms and conditions of the contractor.
The constituent parts of the contract are, exclusively,
1.) the GIZ contract notification letter (order) and its annexes; 2.) the contractor's technical offer, excluding any General Terms and Conditions of Business or Payment that the contractor may have attached; 3.) these General Terms and Conditions of Sale; and 4.) the Code of conduct for GIZ contractors . In case of contradiction between the constituent parts of the contract, they shall prevail in the order in which they are listed above.
The packaging and any markings must comply with the specific requirements of the goods, the shipping method and the means of transport, and meet the legal and climatic conditions prevailing in Senegal.
While respecting the packaging conditions mentioned above, environmentally friendly and easily recyclable packaging should be used as much as possible. Furthermore, the amount of packaging material used should be kept to a minimum.
The contractor is responsible for the proper execution of packaging and marking operations and is liable for any damage attributable to insufficient or defective packaging or marking. In cases where packaging and/or marking operations are carried out by third parties, the contractor is responsible for any errors committed by those third parties. GIZ and its authorized carriers are entitled, but not obligated, to refuse delivery of packages that do not meet the aforementioned conditions or to demand compensation (repair or replacement delivery) from the contractor or, if the contractor delays in fulfilling their obligation to repair, to carry out or arrange for the necessary repairs or replacement deliveries at the contractor's expense.
The term "delivery clause" means the Incoterms clauses stipulated in the contract, any Incoterms clauses modified or supplemented in their modified or supplemented form or, if the parties have not agreed on Incoterms clauses, any other delivery clauses agreed on an individual basis.
"Delivery documents" means the documents mentioned in this point 2.3 and those listed in the order, as well as all other accompanying documents for the goods which are required for the proper delivery to the place of destination in accordance with the applicable rules.
The contractor is required to provide the delivery documents in a timely manner, and in any event no later than the time of handing over the goods to GIZ.
The packing list must indicate, for each package, in addition to the GIZ contract number, the detailed contents, gross and net weights, and complete markings. A supplementary copy of the list must be attached to each package.
The contractor shall provide GIZ, at the latest when the delivery documents are to be produced, with all the technical control certificates, official approval certificates or certificates of origin specified in the GIZ contract notification letter.
All operating and user manuals, as well as the required assembly instructions, must be included with the delivery [in duplicate], in French. If the assembly preparations require additional foundation plans or electrical installation plans, these documents must be sent to GIZ in duplicate as soon as possible after receipt of the contract award letter, referencing the GIZ contract number.
| 1 Insofar as the contractor takes charge of the transport, any support service possibly provided at the transport level by GIZ or by the recipient of the goods or service in SENEGAL does not release the contractor from its obligation to ensure that the transport is carried out under good conditions to the place of delivery. |
2.6 Partial Deliveries Partial deliveries require the prior agreement of GIZ, notified in simple written form. They must be designated as such in all shipping and delivery documents and markings, and must be accompanied by a sequential number. 2.7 Delivery Times
Any advance delivery or service requires the prior agreement of GIZ notified in simple written form.
The agreed prices are fixed and exclude any subsequent requests from the contractor or any price increases whatsoever. These prices include packaging costs, ancillary costs, the costs of preparing or obtaining the delivery documents specified in point 2.3 and other documents specified in point 2.4, transport costs, assembly, installation, and all standard or required accessories for commissioning.
The contractor undertakes to request VAT exemption if possible. If a delivery or service is subject to VAT, the contractor must itemize this separately on the invoice.
Payment of the purchase price is made within the time limits stipulated in the contract, upon presentation of a detailed commercial invoice drawn up in due form (point 3.2.2), the delivery documents specified in point 2.3 as well as the other documents mentioned in point 2.4. Where advance payments or partial payments have been agreed, their settlement is made within the time limits set and upon presentation of the documents and guarantees stipulated.
In the event of partial deliveries not authorized in accordance with the terms referred to in point 2.6, the purchase price is payable in full only when the conditions precedent to payment are met for all goods and services, including the last delivery or partial service.
The commercial invoice must be issued in the name of GIZ and include GIZ's full contract number. Each delivery must be invoiced separately. Where advance payments have been agreed upon, each commercial invoice for an advance payment will be issued by charging the amount of the advance payment, which will then be deducted from the total invoice amount.
The contractor may not assign claims against GIZ except with the prior agreement of the latter notified in simple written form.
The contractor is only permitted to offset its claims if those claims are undisputed or established by a final and binding court decision. GIZ has rights of set-off and retention to the extent provided by law.
The risks related to the price and the service are transferred in accordance with the delivery clause stipulated in the contract (see definition in point 2.2), but at the latest at the time of the transfer of ownership of the goods from the contractor to GIZ.
Unless otherwise agreed, ownership of the goods is transferred from the contractor to GIZ on the date of whichever of the following two events occurs first: transfer of risk or full payment of the purchase price (excluding any assembly, installation, or construction costs and any agreed retention of guarantee). If delivery of the goods has not yet taken place at that time, the contractor shall either hold the goods free of charge for GIZ or assign to GIZ all rights to return the goods, including future rights, that it may hold against third parties.
Any retention of title clause must be agreed upon by both parties in simple written form in a separate document.
The retention of title clause, in order to be enforceable against third parties, must be published in the Trade and Personal Property Credit Register of the place of delivery of the goods at the expense of the contractor.
Parts or tools provided by GIZ or the beneficiary designated in the contract remain the property of GIZ or the beneficiary. Machining or other modifications carried out by the contractor are performed for GIZ or the designated beneficiary.
If the service due is not provided by the delivery date agreed upon in the contract, the contractor is considered to be in default. In the event of a delay by the contractor, GIZ has all legal rights without restriction. For each calendar day of delay by the contractor, GIZ is entitled to claim a contractual penalty equivalent to 0.2% of the agreed purchase price, up to a maximum of 5% of the agreed purchase price (including packaging and transport costs and, where applicable, value-added tax). GIZ may assert this right to penalties until full and final payment is received, even if it did not reserve this right upon receipt of the goods. The penalty will be deducted from any other damages to which GIZ may be entitled.
The goods and services to be provided must conform to recognized technical standards and be of excellent quality. The contractor guarantees that the goods and services are free from defects and possess the characteristics agreed upon in the contract. Unless otherwise instructed in writing by GIZ, the goods must be new.
With regard to the supply of works, the contractor guarantees that the materials used (with the exception of materials supplied by GIZ) as well as the manufacture, design and studies (with the exception of the manufacture, design and studies carried out by GIZ) are free from defects and possess the agreed characteristics.
The contractor further guarantees that the goods and services are suitable for their intended use at the destination, taking into account the prevailing climatic, technical, and legal conditions, and that they comply with relevant industry standards (e.g., EN, ISO, DIN, and VDE). The destination is the location where the goods will be implemented, as defined in the GIZ contract notification letter or, if no explicit definition is provided, the GIZ project site.
The contractor guarantees that the goods and services are free from legal defects and that they do not infringe copyrights, industrial property rights or other rights held by third parties.
Any clause limiting the warranty owed by the contractor shall be interpreted restrictively.
In the event of defects, GIZ has legal rights to redress .
In the event of a dispute regarding defective goods and services, the burden of proof of the absence of defects lies with the contracting party.
GIZ is also entitled to exercise its rights against the contractor for damages suffered by the user of the goods or service as a result of defects in those goods or services or other breaches of contract attributable to the contractor.
Regarding repaired or replaced parts, the limitation period for bringing a warranty claim and asserting other rights to damages restarts if the contractor was obligated to perform the repair. The limitation period for warranty claims is suspended for the period during which the goods or services are unavailable due to defects.
Conformity of the goods sold is assessed on the date of delivery. Goods are inspected at the destination and only using the means available there. In the case of partial deliveries, the goods are only to be inspected once the last partial delivery has arrived at the destination. When it has been agreed that the goods are to be installed, assembled, or put into service, GIZ is only obligated to inspect the goods after their installation, assembly, or commissioning. When several goods of the same type are delivered, GIZ is only obligated to carry out random inspections. If random inspections reveal defects, GIZ may assert its rights to remedy the defects for the entire delivery and/or service.
Any apparent non-conformity must be reported to the contractor within one (1) month of delivery. The contractor remains liable for latent defects in the goods, even if they were unaware of them. For any latent defect, notification must be made within one (1) year of its discovery.
When the goods have a hidden defect, GIZ has the right to return the goods and receive a refund of the price.
Finally, the contractor guarantees GIZ against eviction from all or part of the goods and against loss of use resulting from the discovery of an undeclared encumbrance at the time of acquisition. 5.5 Liability
The contractor is liable for its own faults and those committed by its agents and manufacturers. The contractor is also liable for damages caused by itself and its agents, even if such damages occur only during the performance of the contract.
The contractor shall not, directly or indirectly, make available any financial means or other economic resources from the funds paid by GIZ to third parties appearing on a United Nations and/or European Union sanctions list.
In the performance of this contract, the contractor is only authorized to enter into and/or maintain contractual or business relationships with reliable third parties who are not legally prohibited from doing so. Furthermore, the contractor shall comply with any embargoes and other trade restrictions imposed by the United Nations, the European Union, or the Federal Republic of Germany.
The contractor shall inform GIZ immediately and on its own initiative if it, a member of its management body, its administrative body, its partners/shareholders, and/or its staff are included on a United Nations or European Union sanctions list. The same provision applies when the contractor becomes aware of an event leading to its inclusion on such a list.
The contractor shall inform GIZ immediately and on its own initiative of any violation of any of the provisions of this paragraph 6. Such a violation entitles GIZ to withdraw from or terminate the contract without prior notice. GIZ's rights stipulated in paragraph 8 of the General Terms and Conditions remain unaffected.
The contractor guarantees that, in the course of its business, it acts in accordance with the Code of Conduct for Contractors of the Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH (hereinafter referred to as the "code of conduct") attached as an annex to these General Terms and Conditions of Purchase and which has become an integral part of the contract, and assures that, in the event of the discovery and communication of a risk in the field of human rights or the environment by GIZ, it will appropriately apply the provisions of the code of conduct along the supply chain.
The contractor is required to indemnify GIZ against any third-party claims arising from a breach of the code of conduct unless it can prove that such breach cannot be attributed to it.
The contractor must take appropriate and suitable measures to prevent and minimize the risk of violating the code of conduct. Should GIZ identify (new) risks during the execution of the contract, additional preventive measures will be required. GIZ is entitled to prescribe specific measures to the contractor.
The contractor guarantees free access for its employees to the GIZ complaints procedure. In particular, it will not undertake any action that could hinder, block, or impede access to the complaints procedure. This also applies to reports of violations of human rights or environmental obligations resulting from the actions of indirect suppliers.
GIZ has the right to monitor the contractor's compliance with the Code of Conduct, insofar as risks in this regard have been identified and communicated to GIZ. The corresponding monitoring measures must be appropriate while safeguarding the contractor's legitimate interests. These monitoring measures include, in particular, the following: comprehensive information, on-site inspections carried out by GIZ or its duly authorized representatives, and mandatory certification according to recognized standards. All monitoring measures are limited to verifying compliance with human rights and environmental standards.
Insofar as GIZ identifies risks regarding compliance with the Code of Conduct, the contractor must, at GIZ's request, provide proof of its participation in initial and ongoing training organized by GIZ. This training must address compliance with the human rights and environmental obligations arising from the Code of Conduct and ensure their appropriate management throughout the rest of the supply chain. With GIZ's agreement, participation in this training may be waived provided the contractor confirms in writing to GIZ (i) that it complies with the provisions of the Code of Conduct and (ii) that it provides proof of undertaking its own ongoing training.
The contractor is required to obtain and provide, upon request, the information and documents necessary for GIZ to comply with all regulatory requirements arising from the contractual relationship. Regulatory requirements within the meaning of this provision may originate in particular, but not exclusively, from the following regulations:
In the event of breaches of the obligations stipulated in the Code of Conduct by the contractor, GIZ is entitled to suspend performance of the contract or, if it so chooses, to terminate it if the breach is not remedied after a reasonable period has been set. In the case of a serious, persistent, or repeated breach, GIZ may waive the requirement to set a remediation period. Furthermore, in the event of breaches of the Code of Conduct by the contractor, the contractor is liable for damages, unless it can prove that the breach was not attributable to it. Damages shall also include appropriate compensation for reputational harm.
Furthermore, following a breach of the code of conduct, GIZ is entitled to exclude the contractor from future tenders for a period limited to the duration of the breach and to the extent appropriate.
For any breach of the code of conduct, the contractor shall pay a contractual penalty, the amount of which (i) shall depend on the nature and severity of the breach, (ii) shall be determined by GIZ at its sole discretion, and (iii) shall not exceed €50,000. If, in the context of corruption offenses, the benefit in kind obtained exceeds this amount of €50,000, the penalty owed by the contractor shall be equal to the amount of the benefit received. This shall not affect GIZ's right to claim further damages. However, any contractual penalties already levied shall be deducted from these damages.
Contract documents must be kept by the contractor for ten years after receipt of the service and handed over to GIZ for consultation if requested.
Furthermore, GIZ has the right to verify the progress and results of the contract's execution at any time. The contractor is obligated to provide the necessary documents for this purpose and to furnish the requested information. At GIZ's request, the contractor must provide information to other entities or individuals or organizations mandated by GIZ and allow the requested audits. In the event of such an audit, the contractor undertakes to cooperate fully.
The contractor is obligated to maintain the confidentiality, both during and after the term of the contract, of all data and other information related to the contract (documents transmitted to them or information exchanged with them, for example), which they and their staff have become aware of during the performance of the contract. This provision also applies even if these documents or information have not been expressly marked as secret or confidential.
The contractor is not authorized to disclose to third parties any documents or work results of any kind, particularly reports, unless GIZ has given prior written consent. GIZ's client/client is also considered a third party within the meaning of this provision. The contractor must also refrain from
use this data and information for personal purposes
Any publication of documents relating to the subject matter of the contract requires the prior written consent of GIZ. However, a brief description of the contractor's mission and scope of activities for advertising purposes is not subject to this prior consent procedure. This brief description must state the subject matter of the contract and its main deliverables. The contractor must, in all cases, clearly indicate that they are carrying out their mission on behalf of GIZ and mention GIZ's client/principal and, where applicable, other funding bodies.
For its part, GIZ is entitled to publish these documents provided that the references are explicitly cited; this provision also applies in the event of premature termination of the contract. 8.3. Data Protection
Within the framework of this contract, GIZ processes personal data solely in accordance with the European Union's General Data Protection Regulation (GDPR) and other applicable data protection regulations. This data is recorded and processed by GIZ to the extent necessary for the performance of the contract. The contractor has the right to access this data and to request its erasure or rectification, and may contact GIZ ( [email protected] ) or the competent public authorities to enforce these rights.
The contractor complies with applicable data protection provisions and requires its employees to comply with them.
The contractor guarantees that the data transmitted to GIZ is processed in accordance with applicable data protection regulations and is free from any third-party rights that might object to its use under the contract. The contractor indemnifies GIZ against any claims for violations of data protection rules and reimburses GIZ for all costs incurred in this context, whether for legal defenses or as a result of sanctions imposed by public bodies.
Insofar as the applicable data protection law contains specific principles which are mandatory for the provision of services (requiring e.g.
the implementation of technical requirements in a way that is favorable to data protection by technical design or by default), the contractor will give particular importance to the practical implementation of these principles.
If the contractor uses subcontractors, the contractor's performance obligations remain unchanged. The contractor requires the subcontractors they engage to comply with the provisions of the contract that apply to them.
GIZ benefits from statutory termination rights . The provisions of the contract should be consulted for their implementation. Within the limits permitted by Senegalese law, GIZ is also entitled to terminate the contract in the following cases: insolvency of the contractor, application for the opening of judicial settlement, insolvency or liquidation proceedings, closure of a composition agreement, adoption of a restructuring plan or comparable measure in another legal system.
The contract and all rights and obligations in connection with the contract are governed by the law of Senegal subject to the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 or other regulations within the meaning of Article 3, paragraph 2, of the Introductory Act to the German Civil Code ( Einführungsgesetz zum Bürgerlichen Gesetzbuch ).
The competent jurisdiction is the High Court of Commerce of Dakar. GIZ may also bring an action against the contractor before the court with jurisdiction over the contractor's registered office.
Unless otherwise stipulated by the parties to the contract and unless legal requirements mandate a stricter form, the contract, any amendments or addenda to the contract, and all significant communications must be in plain writing. This written form must be a legible statement on a durable medium (e.g., the GIZ procurement platform, email, or fax) in which the declarant's identity is clearly identified.
If any provision of the contract is declared invalid or unenforceable, this will not affect the validity of the remaining provisions, which will remain in full force and effect. The invalid or unenforceable clause will be replaced by a valid and enforceable provision whose effects most closely approximate the economic objective pursued by the parties to the contract with respect to the invalid or unenforceable clause. This provision applies mutatis mutandis if the contract contains any gaps.
Commentaires (2)
Participer à la Discussion
Règles de la communauté
💡 Astuce : Utilisez des emojis depuis votre téléphone ou le module emoji ci-dessous. Cliquez sur GIF pour ajouter un GIF animé. Collez un lien X/Twitter, TikTok ou Instagram pour l'afficher automatiquement.
Se connecter
Commentez avec votre profil, votre photo, et soyez averti des réponses.