GENERAL CONDITIONS OF CONTRACT

These General Conditions of Contract shall apply to the performance of Contracts with the IAEA, unless otherwise agreed in writing. The IAEA and the Contractor shall also each be referred to as a Party or !ointly as Parties hereunder. 1. LEGAL STATUS: The Contractor shall ha"e the legal status of an independent contractor vis--vis the IAEA, and nothing contained in or relating to the Contract shall be construed as establishing any relationship between the Parties e#cept as a conse$uence of the rights and obligations arising from the Contract. The Contractor is not entitled to act as an agent or in the name of the IAEA. The officials, representati"es, employees, agents, ser"ants or subcontractors of a Party shall not be considered in any respect as being the employees or agents or contractors of the other Party and each Party shall be solely responsible for all claims arising out of or relating to its engagement of such persons or entities. 2. NON-EXCLUSIVITY: The Contract is signed on a non%e#clusi"e basis. The IAEA shall ha"e no limitation on its right to obtain goods or ser"ices of the same &ind, $uality and $uantity described in the Contract from any other source at any time. 3. '.( a* b* c* RESPONSIBILITIES OF THE CONTRACTOR: The Contractor shall) Perform its obligations under the Contract in accordance with applicable laws, norms, standards and regulations+ Perform its obligations in good faith and comply with both the e#press re$uirements of the IAEA, as defined in the Contract, and all obligations arising from the nature and purpose of the Contract+ Procure tools, materials and personnel ,hereinafter including but not limited to Contractor-s officials, employees, agents, ser"ants, sub%contractors and other representati"es* as necessary for the proper performance of the wor&+ .e responsible for the conduct and professional competence of the personnel it assigns to perform under the Contract and ensure that its personnel respect all applicable laws and regulations, conform to a high standard of moral and ethical conduct and comply with the IAEA security re$uirements and instructions when at IAEA premises+ /btain and maintain all permits, licenses and0or authorisations as re$uired by applicable laws and regulations and as necessary for the performance of its obligations under the Contract.

d*

e*

'.1 In the e"ent of failure to obtain the permits, licences and0or authorisations re$uired under Article ' ,e* abo"e within a reasonable time after the signature of the Contract, depending on the nature and the scope of the Contract, the IAEA may declare the Contract "oided or terminate the Contract for the part not performed. 4. SOURCE OF INSTRUCTIONS: The Contractor shall neither see& nor accept instructions0restrictions from any authority e#ternal to the IAEA in connection with the performance of its obligations under the Contract. 5. SUB-CONTRACTING:

2.( In the e"ent the Contractor re$uires the ser"ices of sub%contractors, the Contractor shall obtain the prior written appro"al and clearance of the IAEA. The Contractor shall be solely responsible towards the IAEA for the proper

e#ecution by any sub%contractors. The terms of any sub%contract shall be sub!ect to and in conformity with these General Conditions of Contract. 2.1 The re!ection by the IAEA at any time ,before or during the implementation of the Contract* of a sub%contractor shall not entitle the Contractor to claim any delays in the performance of the Contract, nor relie"e the Contractor of any of its obligations under the Contract. 6. COPYRIGHT PATENTS INTELLECTUAL PROPRIETARY RIGHTS:

5.( All intellectual property rights ,IP3s*, including without limitation all copyrights and patents, in and to any material, software, documentation and in"entions produced by the Contractor and its personnel in the performance of its obligations under the Contract shall e#clusi"ely be "ested in the IAEA. This includes the right to transfer or license such IP3s to any third party for any purpose. At the IAEA-s re$uest, the Contractor shall ta&e all necessary measures and assist in securing such proprietary rights and transferring them to the IAEA in compliance with the re$uirements of the applicable law and of the Contract. 5.1 To the e#tent that any such IP3s consist of any intellectual property or other proprietary rights of the Contractor that) ,i* pre%e#isted the performance by the Contractor of its obligations under the Contract+ or ,ii* the Contractor may de"elop or ac$uire or may ha"e de"eloped or ac$uired, independently of the performance of its obligations under the Contract+ and ,iii* are re$uired for use of any product, application or result of the Contract, the Contractor grants hereby to the IAEA a free of charge, irre"ocable and perpetual license to use such IP3s solely for its own acti"ities and official mandate. 5.' The abo"e does not apply to software products and0or sources codes that are proprietary to the Contractor and ha"e to be pro"ided as%is, integrated or customised under the Contract. In this case the Parties may agree on the terms of license in a separate 6oftware 7icense Agreement. !. CONFIDENTIALITY:

8.( Information, documents, plans, drawings and data ,Information * that is considered proprietary by either Party or that is deli"ered or disclosed by one Party ,9iscloser * to the other Party ,3ecipient * during the course of performance of the Contract, and that is designated as Confidential or Restricted shall be handled as follows) a* The 3ecipient of such Information shall) ,i* use the same care and discretion to a"oid disclosure, publication or dissemination of the Information as it uses with its own similar Information that it does not wish to disclose, publish or disseminate+ and, ,ii* use the Information solely for the purpose for which it was disclosed. The 3ecipient may disclose Information to) ,i* any other party with the 9iscloser-s prior written consent, pro"ided that the 3ecipient has a written agreement with the persons or entities re$uiring them to treat the Information as confidential+ and, ,ii* the 3ecipient-s employees, officials, representati"es and agents who ha"e a need to &now such Information for purposes of performing obligations under the Contract.

b*

8.1 As a general rule, all technical, financial information or other documentation and data compiled for or recei"ed from the IAEA under the Contract shall be treated as Confidential and sub!ect to the pro"isions of the abo"e paragraphs. 8.' /n completion of the Contract, all Information recei"ed from the IAEA in a tangible form ,paper or electronic format* shall be returned to the IAEA-s authori:ed officials or destroyed ,as instructed by the IAEA*. 8.; In case the Contractor is re$uested by law or !udicial order or by any national authority to disclose Information recei"ed by the IAEA, before any such disclosure is made the Contractor shall gi"e the IAEA immediate notice of such a re$uest in order to allow the IAEA to ta&e protecti"e measures or such other action as may be appropriate.

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8.2 The IAEA may disclose Information to the e#tent re$uired pursuant to its 6tatute, or pursuant to resolutions or regulations of the General Conference, .oard of Go"ernors or rules promulgated thereunder. 8.5 The 3ecipient shall not be precluded from disclosing Information that) ,i* is obtained from a third party without restriction+ ,ii* is disclosed by the 9iscloser to a third party without any obligation of confidentiality+ ,iii* is pre"iously &nown by the 3ecipient, as shown by written e"idence+ or ,i"* at any time is de"eloped by the 3ecipient completely independently of any disclosures hereunder. ". CONTRACTOR#S INSURANCE AND LIABILITY TO THIRD PARTIES:

<.( The Contractor shall, prior to commencement of performance of any other obligations under the Contract, ta&e out and maintain for the entire duration of the Contract and any e#tensions thereof) a* b* c* Insurance against all ris&s in respect of the goods, property and any e$uipment used for the e#ecution of the Contract+ All appropriate wor&men-s compensation insurance, or its e$ui"alent, with respect to its employees to co"er claims for personal in!ury, disability or death in connection with the Contract+ 7iability insurance in an ade$uate amount to co"er third party claims for death or bodily in!ury and loss of or damage to property, arising from or in connection with the implementation of the Contract. The Contractor shall ensure that the same applies to its personnel performing wor& or ser"ices in connection with the Contract.

<.1 The Contractor ac&nowledges and agrees that the IAEA accepts no responsibility for pro"iding life, health, accident, tra"el or any other insurance co"erage of any Contractor-s personnel performing ser"ices in connection with the Contract. <.' The Contractor shall, upon re$uest, pro"ide the IAEA with satisfactory e"idence of the insurances re$uired under Article <.( abo"e. <.; The IAEA reser"es the right to re$uest the Contractor to increase the liability co"erage defined in the abo"e insurance policies, as appropriate, depending on the "alue and purposes of the Contract. Any amounts not insured, not reco"ered or not claimed by the Contractor shall be borne by the Contractor. <.2 a* b* c* E#cept for wor&men-s compensation insurance, the insurance policies shall) =ame the IAEA as additional insured+ Include a wai"er of subrogation of the Contractor-s rights to the insurance carrier against the IAEA+ and Pro"ide that the IAEA shall recei"e thirty ,'4* days written notice from the insurers prior to any cancellation or change of co"erage. INDE$NIFICATION:

9.

>.( The Contractor shall indemnify, hold and sa"e harmless and defend, at its own e#pense, the IAEA, its officials, agents and employees from and against all suits, claims, demands and liability of any nature or &ind, including their costs and e#penses, arising out of) ,i* acts or omissions of the Contractor or its personnel in the performance of the Contract, including claims and liability in the nature of wor&men?s compensation+ ,ii* product liability+ and ,iii* claims arising out of the unauthorised use of patented in"entions or de"ices, copyrighted material or other intellectual property pro"ided by the Contractor under the Contract. >.1 The responsibility of the Contractor under this Article shall not be limited by or sub!ect to any terms of e#isting Contractor-s insurances.

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1%.

TER$INATION:

(4.( The IAEA may terminate the Contract in whole or part, upon thirty ,'4* days- written notice to the Contractor. (4.1 @here notice of termination is gi"en, the Contractor shall, as from the date of receipt of such notice from the IAEA) a* b* c* d* Ta&e immediate steps to bring the wor& and ser"ices to a close in a prompt and orderly manner and reduce e#penses to a minimum+ 3efrain from underta&ing any further commitments+ If re$uired by the IAEA, transfer title and deli"er to the IAEA the fabricated parts, wor& in process, completed wor&, supplies and other material produced or ac$uired for the portion of the Contracted terminated+ and 9eli"er all completed or partially completed plans, drawings, and any other information sub!ect to Intellectual Property 3ights.

(4.' In the e"ent of any termination, the IAEA shall be entitled to obtain reasonable written accountings from the Contractor concerning all obligations performed or pending in accordance with the Contract. (4.; /n termination, the IAEA shall be liable to pay the Contractor for those goods deli"ered and ser"ices satisfactorily performed and accepted in accordance with the re$uirements of the Contract or purchased in preparation thereof, but only if such goods or ser"ices were ordered, re$uested or otherwise pro"ided prior to the Contractor-s receipt of notice of termination by the IAEA. (4.2 In no e"ent will the IAEA be liable to pay to the Contractor an amount greater than the agreed Contract price. (4.5 The IAEA may, without pre!udice to any other right or remedy a"ailable to it, terminate the Contract immediately by gi"ing the Contractor written notice of such termination, after full consideration of all rele"ant circumstances, including the reply of the Contractor, in the e"ent that) a* b* The Contractor commits a fundamental breach to the terms of the Contract and it fails to remedy the situation within a reasonable time upon the IAEA written re$uest+ It becomes apparent that the Contractor loses its ability to perform, or suffers a serious deficiency in its credit worthiness, or its conduct in performing or preparing the performance ma&es it apparent that it will not perform a substantial part of its obligations and the Contractor fails to remedy the situation or pro"ide assurances0e"idence of its capability to perform, upon the IAEA written re$uest+ The Contractor is ad!udged ban&rupt, or ma&e a general assignment for the benefit of its creditors, or a recei"er is appointed on account of the Contractor-s insol"ency+ There is a breach of Articles 2, 8, (' and (; of these General Conditions of Contract. The right to termination under this paragraph shall also apply with respect to any subcontractor for the part of wor& related to such sub% contractor.

c* d*

(4.8 In case of termination under Article (4.5 abo"e the IAEA has the right to, at its own option) a* b* c* Aa"e the wor& performed under its direct responsibility, in which case the Contractor shall be obliged to pay all additional costs arising for the IAEA+ Aa"e the wor& performed by way of a replacement contract with a third party, in which case the Contractor shall be obliged to pay all additional costs arising for the IAEA+ Aa"e the wor& terminated, in which case the IAEA shall be entitled to full compensation for the e#penses incurred by the IAEA caused by the Contractor-s non%fulfilment of its contractual obligations.

(4.< Termination under Articles (4.5 and (4.8 abo"e shall be without pre!udice to any other rights or remedies that the IAEA may be entitled to hereunder or at law with particular reference to claims for damages and losses occurred.

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(4.> In case of termination under this 6ection (4. any liability of the IAEA for loss of actual or e#pected profit, and for indirect or conse$uential losses, is e#pressly e#cluded. 11. SUSPENSION:

((.( The IAEA may suspend the Contract at any time without ha"ing to pro"ide any e#planation to the Contractor for the reason thereof. In case of suspension the IAEA will communicate the estimated duration of the period of suspension. ((.1 @here notice of suspension is gi"en, the Contractor shall, as from the date of receipt of such notice from the IAEA, ta&e immediate steps to bring the wor& and ser"ices to a close in a prompt and orderly manner, reduce e#penses to a minimum and not underta&e any further commitment. ((.' In case of suspension, any liability of the IAEA for loss of actual or e#pected profit, and for indirect or conse$uential losses, is e#pressly e#cluded. 12. FORCE $A&EURE:

(1.( In the e"ent of any cause constituting force majeure, the affected Party shall promptly gi"e notice in writing to the other Party of such occurrence or cause, if the affected Party is thereby rendered unable, wholly or in part, to perform its obligations under the Contract, including any possible period of delay. The affected Party shall also notify the other Party of any other changes in conditions or the occurrence of any e"ent which interferes or threatens to interfere with its performance of the Contract. =ot more than si#ty ,54* days following the pro"isions of such notice of force majeure or other changes in condition or occurrence, the affected Party shall also submit a statement to the other Party of estimated e#penditures ,if any* that might be incurred as a conse$uence of force majeure or the duration of the change in condition. /n receipt of such notice, the Party not affected by the occurrence of a cause constituting force majeure shall ta&e such action as it reasonably considers being appropriate or necessary in the circumstances, including the granting to the affected Party of a reasonable e#tension of time in which to perform any obligations under the Contract. (1.1 Force majeure as used herein means any unforeseeable and irresistible act of nature, any act of war ,whether declared or not*, in"asion, re"olution, insurrection, terrorism, industrial and0or ci"il disturbances, formal orders of local courts and authorities or any other act of a similar nature or force, pro"ided that such acts arise from causes beyond the control of a Party and without the fault or negligence of that Party. (1.' If the Contractor is rendered unable, wholly or in part, by reason of force majeure to perform its obligations under the Contract, the IAEA shall ha"e the right to suspend or terminate the Contract in full or in part on the same terms and conditions as are pro"ided for in Articles (4 Termination and (( 6uspension , e#cept that the period of notice shall be fifteen ,(2* days instead of thirty ,'4* days. Bor the purpose of this Article, the Contractor shall be considered unable to perform its obligations under the Contract in case it is unable to perform its obligations, wholly or in part, by reason of force majeure for any period in e#cess of si#ty ,54* days from the date of receipt of the rele"ant notice by the IAEA or the IAEA becoming aware, by any other means, of such Contractor-s inability. 13. CHILD LABOR) The Contractor represents and warrants that neither it, its parent entities ,if any*, nor any of the Contractor-s subsidiary or affiliated entities ,if any*, is engaged in any practice inconsistent with the rights set forth in the Con"ention on the 3ights of the Child, including Article '1 thereof, which, inter alia, re$uires that a child shall be protected from performing any wor& that is li&ely to be ha:ardous or to interfere with the child-s education, or to be harmful to the child-s health or physical, mental, spiritual, moral, or social de"elopment. The Contractor ac&nowledges and agrees that the pro"isions hereof constitute an essential term of the Contract and that any breach of this representation and warranty shall entitle the IAEA to terminate the Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any &ind. 14. OFFICIALS NOT TO BENEFIT: The Contractor warrants that no officials, agents and employees of the IAEA are, ha"e been or will be granted any direct or indirect benefit arising from the Contract or the award thereof,
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whether of financial or other nature. The Contractor agrees that breach of this pro"ision may lead, at the IAEA-s sole discretion, to the full a"oidance of the Contract irrespecti"e of any wor& performed. A"oidance shall e#clude any right of the Contractor to claim any payment, e"en for wor& already performed. All deli"ered goods, whether used or not, will be returned at Contractor-s e#penses. A"oidance will be without pre!udice to any further remedies that the IAEA may be entitled to hereunder or at law with particular reference to refund of payments already made, claims for damages and losses occurred, bribery and fraud. The pro"isions under this Article shall also apply with respect to any subcontractor for the part of wor& related to such sub%contractor. 15. USE OF NA$E E$BLE$ OR OFFICIAL SEAL OF THE IAEA: The Contractor shall not ad"ertise or otherwise ma&e public the fact that it is a Contractor with the IAEA. Also the Contractor shall, in no other manner whatsoe"er use the name, emblem or official seal of the IAEA or any abbre"iation of the name of the IAEA in connection with its business or otherwise. 16. NOTICES: /fficial notices related to the Contract shall be in English and shall be "alid if sent by registered mail, fa# or any standard recogni:ed form of electronic communication ,such as E%mail, certified electronic mail or any future standard commercial communication method* to the address of the recipient Party defined in the Contract. 1!. A$END$ENTS: Amendments to the Contract pro"isions shall be made in writing. =o modification, change, wai"er or additional contractual obligation or relationship shall be "alid and enforceable against the IAEA unless agreed by means of a written amendment to the Contract signed by the Contractor and a duly authori:ed IAEA Contracting /fficer. 1". NON-'AIVER OF RIGHTS) The failure by either Party to e#ercise any rights a"ailable to it, whether under the Contract or otherwise, shall not be deemed for any purposes to constitute a wai"er by the other Party of any such right or any remedy associated therewith, and shall not relie"e the Parties of any of their obligations under the Contract. 19. ASSIGN$ENT: The Contractor shall not assign, transfer, pledge or ma&e any other disposition of the Contract or of any part thereof or of any of its rights, claims, liabilities or obligations under the Contract without the prior written consent of the IAEA. Any such unauthori:ed assignment, transfer, pledge or other disposition shall not be binding on the IAEA. 2%. SURVIVAL: The obligations set forth in Articles 5, 8, >, (2 of these General Conditions of Contract shall not cease upon completion, e#piration or termination of the Contract. 21. CO$PLETION OF CONTRACT: The Contract shall be considered complete when all terms and conditions ha"e been complied with by the Parties and the Parties ha"e discharged all reciprocal obligations. If the Contract is "alid for a limited period of time, the e#piration of the period of "alidity in itself shall not relie"e any Party of completing obligations still pending at the date of e#piration. 22. TAX EXE$PTION:

11.( The Contractor shall not in"oice or charge the IAEA for any ta#es, fees or duties, unless re$uired to do so by the rele"ant national authorities after consideration of the pri"ileges and immunities accorded to the IAEA by its Cember 6tates. Any such re$uirement shall be in writing and submitted to the IAEA. The Contractor shall collaborate with the IAEA on a best effort basis in order to achie"e ta# e#emption in the rele"ant country. If it is determined that any e#empt ta#es ha"e ne"ertheless been included in the price, the IAEA may deduct the e#empt amount at the time of payment. Payment of such reduced amount shall constitute full payment by the IAEA. 11.1 The IAEA is e#empted from Dalue Added Ta# ,DAT* in the territory of the European Enion ,EE* in accordance with EE 9irecti"e 14450((10EC % Article (2( ,pre"iously EE DAT 9irecti"e 880'<<0EEC % Article (2 paragraph (4*. Contractors located in EE countries shall not include DAT in the in"oices to the IAEA. DAT will not be paid by the IAEA to EE contractors. /nly contractors located in Austria will be paid the net amount plus DAT.

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Contractors should refer on the in"oice to the abo"e EE 9irecti"e or to the rele"ant DAT law applicable in the Contractor-s country. The IAEA will pro"ide a certificate of e#emption only upon re$uest. 23. PERFOR$ANCE REVIE':

1'.( The Contractor ac&nowledges that the IAEA will periodically conduct a performance re"iew to e"aluate, monitor and record Contractor-s performance. The re"iew will be conducted annually, unless otherwise agreed in the Contract. 1'.1 The scope of the re"iew by the IAEA is) ,i* to e"aluate the on%going performance+ and ,ii* to achie"e best "alue for money results depending on the scope and nature of the Contract. As a result of the re"iew, the IAEA may re$uest the Contractor to ta&e appropriate correcti"e and follow%on actions to pre"ent recurrence and impro"e and sustain acceptable performance. 1'.' The re"iew will be based on Fey Performance Indicators ,FPI* that shall be defined depending on the nature and scope of the Contract. The following FPI will always be applicable as a minimum) a* b* c* d* Compliance with agreed deli"ery time or Contract schedule+ Compliance with agreed technical specifications ,both for products and ser"ices* and $uality of documentation pro"ided under the Contract+ Compliance with re$uirements related to protection of confidentiality, insurance co"erage, credit worthiness+ Dalidity of authorisations, licenses, patents, certifications ,as applicable*.

1'.; The Contractor agrees to &eep proper records and pro"ide sufficient information to the IAEA to comply with Article 1'.' ,c* and ,d* abo"e. 1'.2 The pro"isions of this Article 1' are without pre!udice to any right or remedy a"ailable to the IAEA under the Contract in case of default or breach of Contract by the Contractor. 24. AUDITS: Each in"oice paid by the IAEA shall be sub!ect to a post%payment audit by auditors, whether internal or e#ternal, of the IAEA or by other authori:ed or $ualified agents of the IAEA at any time during the term of the Contract and for a period of three ,'* years following the e#piration or termination of the Contract. The IAEA shall be entitled to a refund from the Contractor for any amount shown by such audits to ha"e been paid by the IAEA other than in accordance with the terms and conditions of the Contract. 25. SEVERABILITY: If any pro"ision of this Contract will be declared or become in"alid, illegal, unenforceable or in conflict with the law of any !urisdiction, the remaining pro"isions will remain "alid and enforceable. 9epending on the nature of the affected pro"isions, the Parties may agree to modify or replace such pro"isions as necessary to reflect the Parties? original intentions with regard to the respecti"e rights and obligations. 26. SETTLE$ENT OF DISPUTES:

15.( The Parties shall use their best efforts to amicably settle any dispute, contro"ersy, or claim relating to this Contract. In the e"ent of a failure to reach an amicable settlement within one hundred and eighty ,(<4* days after receipt by one Party of the other Party-s written re$uest for such amicable settlement, either Party shall ha"e the right to refer such dispute, contro"ersy, or claim to arbitration, in accordance with the E=CIT3A7 Arbitration 3ules then in effect. The number of arbitrators shall be one. The place of arbitration shall be Dienna, Austria. The language of the arbitration shall be English. The decisions of the arbitrator shall be final and binding on the Parties. Any arbitral proceedings in accordance with this Article must be commenced within three ,'* years after receipt of notice by one Party of the other Party-s written re$uest for amicable settlement. 15.1 The arbitrator shall ha"e no authority to award puniti"e damages or to award interest in e#cess of two per cent ,1 G*, and any such interest shall be simple interest only.

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2!. PRIVILEGES AND I$$UNITIES: =othing in the Contract or any related notices and amendments shall be construed as a wai"er of the pri"ileges and immunities accorded to the IAEA by its Cember 6tates. 2". PURCHASE OF GOODS:

To the e#tent that the Contract in"ol"es any purchase and deli"ery of goods, whether in whole or in part, and unless specifically stated otherwise in the Contract, the following pro"isions shall apply in addition to the abo"e. Goods as used hereinafter means e$uipment, materials, supplies and related manuals, documentation and also spare parts from the date the faulty parts are replaced. 1<.( P()*+ ),- T./+ 01 D+(.2+34: The Contractor shall deli"er the goods in accordance with terms and dates specified in the Contract. I=C/TE3C6 14(4 or any further "ersion in force at the date of signature of the Contract shall apply. Partial deli"eries are not acceptable unless as agreed in ad"ance with the IAEA. The Contractor shall ensure that the IAEA or any freight forwarder designated by the IAEA recei"es all necessary transport, e#port and custom documents0authorisations in a timely manner. 1<.1 E56037 L.*+,8+8: The Contractor shall be responsible for obtaining any e#port license re$uired with respect to the goods, products, materials or technologies ,including software, whether separate or embedded* sold, deli"ered, licensed or otherwise pro"ided to the IAEA or any recipient third party indicated by the IAEA under the Contract. It is the responsibility of the Contractor to procure any such e#port license in an e#peditious manner. 9angerous Goods and 3adioacti"e Caterials) In addition to the abo"e, the Contractor ac&nowledges and agrees that, with respect to any obligations related to the e#port or transportation or deli"ery of 9angerous Goods or 3adioacti"e Caterials to any country indicated by the IAEA as recipient of such goods or materials, any delays or failure to perform such obligations arising from or relating to missing or delayed authorisation or permissions shall not, in and of itself, constitute a cause of Force Majeure under the Contract. 6hould any Go"ernmental entity refuse, delay or hinder Contractor-s ability to obtain any such e#port license, the Contractor shall promptly consult with the IAEA to discuss possible measures to resol"e the matter. 1<.' P)*9.,:: The Contractor shall pac&age the goods appropriately for the modes of transport to be used ,land, sea, air* and, where appropriate, the rele"ant international modal dangerous goods regulations, including, at a minimum, the 3egulations for the 6afe Transport of 3adioacti"e Caterial , 1442 Edition, T6%3%( and any re"isions thereto. The Contractor shall be responsible for any damage or loss resulting from faulty or inade$uate pac&ing. 1<.; P30-;*7 ')33),74: @ithout pre!udice to any other warranties, remedies or rights of the IAEA stated in or arising under the Contract , the Contractor warrants and represents that the goods are) ,i* new and unused, of good $uality, free from defects in wor&manship, material and design+ ,ii* fit for the purposes ordinarily used and for any purposes e#pressly made &nown to the Contractor and conform with the re$uirements and specifications of the IAEA+ and ,iii* free from any right of claim by any third%party, including claims of infringement of any IP3s, including, but not limited to, patents, copyright and trade secrets. 1<.;.( All warranties will remain fully "alid following any deli"ery of the goods and for a period of not less than twel"e ,(1* months as of the date of acceptance of the goods by the IAEA, or, if no claims for defects or non% conformities are made, eighteen ,(<* months after shipment in accordance with the IAEA-s instructions, whiche"er date is earlier. 1<.;.1 In case the IAEA claims defects or non%conformities of the goods and it is not possible to restore the re$uired functionality of the goods or parts thereof, the Contractor shall, at the discretion of the IAEA, either replace the defecti"e or non%conforming goods, or pro"ide an alternati"e solution and reduce the Contract price accordingly or return the goods or parts thereof and reimburse any payments made by the IAEA under the Contract. Cost of repairing, replacing or returning goods shall be borne by the Contractor. 1<.;.' E#cept as otherwise agreed in writing, spare parts shall be &ept a"ailable until at least fi"e ,2* years after completion of the Contract.
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1<.2 I,86+*7.0, ),- A**+67),*+: The IAEA shall ha"e a reasonable time after deli"ery of the goods to inspect0test them, and to re!ect or refuse acceptance of goods that do not conform to the IAEA re$uirements or specifications in accordance with Article 1<.;.1 abo"e+ the payment for such goods shall not be deemed an acceptance. Acceptance shall not release the Contractor from any warranty or other obligations under the Contract. 1<.5 D+1);(7 01 7<+ C0,73)*703: 1<.5.( In case of failure by the Contractor to obtain the necessary e#port licences or to deli"er all or part of the goods by the agreed deli"ery dates, the IAEA may, after gi"ing the Contractor reasonable notice to perform and without pre!udice to any other rights or remedies, e#ercise one or more of the following rights) ,i* procure all or part of the goods from other sources, in which e"ent the IAEA may hold the Contractor responsible for any additional costs beyond the balance of the Contract price resulting from any such procurement, including the costs of engaging in such procurement+ ,ii* refuse to accept late deli"ery of all or part of such goods, or ,iii* declare the Contract a"oided or terminate the Contract for the part not deli"ered. 1<.5.1 The IAEA shall not be liable for any cost incurred by the Contractor in connection with goods that ha"e been procured and not deli"ered or any other remedy e#penses incurred by the Contractor.

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