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| INVITATION FOR BIDS (IFB) NO: | IFB/25/OCT/48468 |
| TO PROCURE: | Manikins and Medical Trolleys |
| ISSUANCE DATE: | October 30, 2025 |
| LAST DATE FOR RECEIPT OF FURTHER INFORMATION: | November 13, 2025 (3:00 PM WAT) |
| LAST BID RECEIPT DATE: | November 27, 2025 (5:00 PM WAT) |
| DOWNLOAD BID DOCUMENT: | https://drive.google.com/file/d/1CuCNmavz3HjzKoPESLJOFhUwFlUM2Fnn/view?usp=sharing |
TABLE OF CONTENTS
PART I. BIDDING INSTRUCTIONS AND PROCEDURES
1.0 Introduction
1.1 Transaction/Financing.
1.2 Guidelines.
1.3 Part I.
1.4 Definitions and Headings.
1.5 Bidding Costs.
1.6 Review of IFB.
1.7 Language.
1.8 Inquiries.
2.0 PROCUREMENT PROCEDURE: COMPETITIVE BIDDING
2.1 IFB.
2.2 Notification of Intention.
2.3 Form and Content of Bids.
2.4 Submission and Handling of Bids.
2.5 Evaluation of Bids.
2.6 Amendments.
2.7 Price Verification.
2.8 Post-Tender or Iterative Negotiation.
2.9 Extension of Bid Validity Dates.
2.10 Responsibility.
2.11 Rejection or Award.
PART II. TERMS AND CONDITIONS OF THE CONTRACT
ANNEX A. BID FORM
ANNEX B. SPECIFICATIONS
ANNEC C. CONTRACT
PART I: BIDDING INSTRUCTIONS AND PROCEDURES
1.0 Introduction
1.1 Transaction/Financing. Pathfinder International (PI) invites prospective Suppliers to compete for a firm, fixed-price indefinite quantity contract to supply the following as applicable:
| S/N | Item Description | Qty | Unit | Specifications |
| 1 |
Neonatalie Complete (dark)
|
40 | Set |
Product size (L/W/H): 0,480×0,330×0,260 Weight: 5 kg Operating temperature: +15º to +40º C Storage temperature: 20º C Relative Humidity: 5-95% Materials: Neoprene, POM, PVC, PP, Silicone, CPVC, Polyester, Nylon, Lycra, |
| 2 |
MamaN Complete (dark),
|
40 | Set | Product size (L/W/H): 0.620×0.420×0.320 m Weight: 7 kg Operating temp: +15º–+40º C Storage temp: 20º C RH 5–95% |
| 3 | Crash Trolley (Crash Cart) | 100 | Set | Dimensions (L/W/H): 0.750×0.500×0.950 m Weight: 35 kg Material: Stainless steel / ABS plastic Operating temp: +10º–+40º C |
| Important Notice: Detailed specifications and quality control plan are in Annex B. | ||||
Please submit bids for the items specified as described in Part II of this Invitation for Bids (IFB) No. IFB/25/OCT/48468
Donor Guidelines and Policies.
(a) The procedures followed by PI in making any award(s) and contract(s) resulting from this IFB, as well as the terms and conditions of such award(s) and contracts, will be based on the procedures set forth by our donor.
(b) Prospective Suppliers are reminded that in preparing their bids they should take into account that funding by our donor carries a low risk of late or nonpayment. They should also note that a primary requisite of PI, and our donor is that maximum value for money is obtained. Whenever possible, bids are sought on a competitive basis, and all prices offered will be subject to detailed scrutiny and, possibly, negotiation, to ensure value for money is obtained.
1.3 Part I. This Part I, Bidding Instructions and Procedures, will not form part of any resulting award or contract. It is intended solely for the information of prospective Suppliers.
1.4 Definitions and Headings. Terms used in this Part shall have the meanings specified in the Definitions clause of Part III, Terms and Conditions of Contract. Except as otherwise specifically provided herein, all time periods specified shall be consecutive calendar days. The term IFB is used throughout this IFB to refer to the entire document, including all attachments thereto. Any headings contained in the text of the IFB are for reference only, and do not alter, limit, or waive the content of the full provisions.
1.5 Bidding Costs. Prospective Suppliers are under no obligation to prepare or submit bids in response to this IFB and do so solely at their own risk and expense. PI or the indentor, do not undertake to reimburse any costs incurred, therefore.
1.6 Review of IFB. Prospective Suppliers are solely responsible to carefully examine all of the terms and conditions of this IFB -- including, but not limited to, this Part I, Bidding Instructions and Procedures, and to comply fully therewith. Failure to do so will be at the prospective Supplier’s risk and expense. Any patent ambiguities in the specifications or inconsistencies between or among the various provisions of the IFB shall be resolved against the Supplier if it fails to seek clarification of same prior to award.
1.8 Inquiries. Inquiries concerning this IFB and any return bid(s) must be submitted in writing, to be received sufficiently in advance of the Last Bid Receipt Date to permit a thorough and accurate response by PI. Such inquiries shall be sent by email, directed to Attention: Procurement Team, Nigeria Country Office. Email: nigeriaprocurement@pathfinder.org, no later than November 13, 2025 (3:00 PM) Nigerian time with a subject line: IFB/25/OCT/48468-Procurement of Manikins and Medical Trolleys. PI is under no obligation to consider or respond to questions that are not received in a timely manner.
2.0 Procurement Procedure: Competitive Bidding
2.1 IFB. This IFB constitutes an invitation to prospective Suppliers to submit bids for the goods and services described herein. It consists of (1) Cover Page, (2) Table of Contents, (3) Part I, Bidding Instructions and Procedures, (4) Part III, Terms and Conditions of the Contract, (5) Annex A, Bid Form, (6) Annex C, Form of Contract. All of the foregoing are fully incorporated herein and form an integral part of this IFB.
2.2 Notification of Intention. N/A.
2.3 Form and Content of Bids.
(a) All bids must be in writing, in the English language, and signed and dated by an authorized employee of the bidder (the original must be manually signed). Bidders must use the Bid Form provided in Annex A of this IFB. The Bid Form should be fully completed, with all the information required therein (Note: in case of a discrepancy between unit and total prices, the unit price shall govern, and the total will be corrected by multiplying the unit price by the specified quantity). The Bid Form combines technical and price bids in a single document. For mailed and hand delivered bids, the Bid Form, along with all other accompanying documents, must be presented as one original.
(b) The bid validity period should be at least ninety (90) days following the Last Bid Receipt Date.
Submission and Handling of Bids.
(b) In order to be considered, the original bid must be received at the above physical or email address no later than the Last Bid Receipt Date, which is defined as November 27, 2025, at 5:00 PM, Nigerian time. Bidders are solely responsible to ensure the timely receipt of their bids. Bids received after the date and time required will generally not be considered unless no other bids are received.
(c) Bids need to be sealed (bids should be placed in an inner sealed envelope inside a courier envelope); at above provided address and as per given closing date. Once received, they will be held secure and intact. Reasonable efforts will be made to protect them from loss or alteration.
(d) Bids may not be altered, corrected, or withdrawn after the Last Bid Receipt Date, except that PI, at its sole discretion, may permit correction of arithmetic errors, transposition errors, or other clerical or minor mistakes, in cases in which PI deems that both the mistake and the intended bid can be established conclusively on the face of the bid. Other than the mistakes listed in the previous sentence, no mistakes alleged by a bidder after the Last Bid Receipt Date will be permitted to be corrected.
Evaluation of Bids.
(a) Evaluation of bids submitted pursuant to this IFB will be carried out by PI.
(b) In evaluating bids PI will seek the best value for money.
(c) Subject to paragraph (b) above, bids will be initially evaluated as follows.
Offerors passing the above Pass/Fail will be awarded points based on following:
| S. No | Description | Awarded Points |
| 1 | Price of the items/equipment with delivery to Pathfinder International’s state office in Maiduguri, Borno State | 60 |
| 2 | Delivery of the items within 3 - 5 weeks after the award of contract. | 40 |
| Total Points | 100 |
(e) PI may reject any bid that is not substantially responsive to the terms and conditions of the IFB. After initial evaluation in accordance with paragraph (b) and (c) above, PI will make an award decision based on a comprehensive judgment as to all factors deemed relevant to the standard specified in paragraph (b) above. Such factors may include, but are not limited to, proposal risk, quality standards assessments, and prospective Supplier past performance. PI reserves the right to make tradeoffs between or among pertinent factors and to balance strengths and weaknesses. The Supplier selected on the basis of comprehensive evaluation may or may not be the one receiving the highest score on the initial evaluation.
2.6 Amendments. If at any time prior to award PI deems there to be a need for a significant modification to the terms and conditions of this IFB, PI will issue such a modification as a written IFB amendment to all competing bidders. No oral statement of any person shall in any manner be deemed to modify or otherwise affect any IFB term or condition, and no bidder shall rely on any such statement.
2.7 Post-Tender and Iterative Negotiation. PI reserves the right, in its sole discretion, to conduct post tender and/or iterative negotiations to the extent permitted or required by the applicable donor rules.
2.8 Extension of Bid Validity Dates. When necessary and appropriate under the circumstances, PI may request bidders, in writing, to extend the validity period of their bids. Subject to Section 2.9 below, a bidder agreeing to extend will not generally be permitted or required to modify its bid in any manner other than to extend it.
2.9 Rejection or Award. (a) PI is not bound to accept the lowest or any tender and reserves the right to accept any tender in whole or in part and to reject any or all tenders without assigning any reason therefore and to Contract on any of the terms offered or on different terms. Circumstances in which rejection of all bids may occur include, without limitation, the following: (1) none of the bids is adequately responsive to the specifications, (2) there is evidence of insufficient competition, (3) the lowest bid exceeds the estimated value or funds available by a significant amount and cannot be reduced by negotiation, or (4) the specific donor funding designated for the award is not approved or received from the donor.
(b) PI will send a Notice of Award to the winning bidder(s).
PART II: TERMS AND CONDITIONS OF THE CONTRACT
The terms and conditions of any award and supply Contract resulting from this IFB will be based on the Form of Contract included as Annex C to the IFB.
ANNEX A TO IFB NO. IFB/25/OCT/48468
BID FORM, Page 1
BASIC INFORMATION
DATE OF BID:
BIDDER’S FULL COMPANY NAME:
BIDDER’S BUSINESS ADDRESS:
Contact Person:
Fax No:
Phone No.:
E-mail Address:
II. BIDDER’S UNDERTAKINGS
The above-mentioned bidder hereby undertakes as follows:
A. to hold this bid valid through:
B. upon receipt of a Notice of Award, to proceed promptly to execute an indefinite quantity contract; and
C. to supply Manikins and Trolleys per IFB number IFB/25/OCT/48468.
D. to supply Manikins and Trolleys only, according to its highest production, and quality control standards.
ANNEX A TO IFB NO. IFB/25/OCT/48468
BID FORM, Page 2
PRICED BIDAND DELIVERY SCHEDULE
Please provide your best possible sampling dates for the entire quantity of any shipment. Suppliers may choose to bid on one or more shipments. Unit price of item should be all costs inclusive (shipping, loading, offloading, levies, tax, fees etc)
| ItemNo. | Item Description | Qty | Unit | Delivery Location | Delivery Time (Days) | Unit Price (NGN) CIP | Extended Price (NGN) CIP |
| 1 | Neonatalie Complete (dark). | 40 | Set | Maiduguri, Borno State, Nigeria | |||
| 2 | MamaN Complete (dark). | 40 | Set | Maiduguri, Borno State, Nigeria | |||
| 3 | Crash Trolley (Crash Cart). | 100 | Set | Maiduguri, Borno State, Nigeria | |||
| Total Amount (NGN) | |||||||
Freight and insurance shall include freight from port of shipment, through intermediary countries to named destination in Nigeria, comprehensive insurance from port of shipment to destination.
*All total prices CIP Destination, (INCOTERMS 2010), as modified by the terms and conditions of the Contract, in PKR, and in accordance with all provisions of IFB/25/OCT/48468 and the resulting award and Contract. Prices are net of all trade/other allowances and discounts.
Within each line item, Bidders must bid for the entire quantity of the item and all price blocks within each line item.
ANNEX A TO IFB NO. IFB/25/OCT/48468
BID FORM, Page 3
VII. SIGNATURE AND CERTIFICATION
I, the natural person signing below, being fully authorized to bind the Company, hereby certify that all information provided in the submitted Bid Form or otherwise pursuant to the subject IFB is true, accurate, current and complete.
SIGNATURE: ___________________________ DATE: ______________
NAME AND TITLE (PRINT): ____________________________________
**Please initial each page of the submitted bid form at the bottom of each page**
ANNEX B: Specifications and Quality Control Plan
| S/N | Description | Margin of Error | Perimeter | Components | Testing Method | Important Features | Frequency | Who to perform test | Critical items & % of Random sample |
| 1 | Neonatalie Complete (dark) | ±2.5 in (length, width & weight) | Product size (L/W/H): 0.480×0.330×0.260 m Weight: 5 kg Operating temp: +15º–+40º C Storage temp: 20º C RH 5–95% |
NeoNatalie newborn simulator Squeeze bulbs, umbilical cord, ties, towels, head cap, bag-mask, suction, stethoscope, transport bag, directions for use |
Visual & measurement | Facilitates practice of effective bag-mask ventilation; realistic size, weight, and feel; can simulate breathing, pulse, and heart sound | At the point of delivery | Team Lead / Medical Trainer | 20% of the entire order |
| 2 | MamaN Complete (dark) | ±2.5 in (length, width & weight) | Product size (L/W/H): 0.620×0.420×0.320 m Weight: 7 kg Operating temp: +15º–+40º C Storage temp: 20º C RH 5–95% |
MamaNatalie birthing simulator torso Fetal manikin Placenta with umbilical cord Blood bag Birthing fluids reservoir Abdominal skin cover Birth pad, towels, gloves, apron, transport bag |
Visual inspection & functional simulation | Allows realistic simulation of vaginal delivery, management of postpartum bleeding, controlled cord traction, and manual removal of placenta. Adjustable uterine firmness. | At the point of delivery | Team Lead / Medical Trainer | 15% of the entire order |
| 3 | Crash Trolley (Crash Cart) | ±5 mm on dimensions; ±0.5 kg on weight | Dimensions (L/W/H): 0.750×0.500×0.950 m Weight: 35 kg Material: Stainless steel / ABS plastic Operating temp: +10º–+40º C |
4–5 drawers (medication, IV, airway, cardiac, emergency) Defibrillator mount Oxygen cylinder holder IV pole Sharps container Waste bin Locking system Casters with brakes |
Visual & mechanical test (drawer movement, caster lock test, stability test) | Smooth drawer movement; stable base; corrosion-resistant; lockable drawers; smooth surfaces for disinfection; load capacity 100 kg | At the point of delivery | Team Lead / Medical Trainer | 10% of the entire order |
ANNEX C: Contract
CONTRACT No. ________________
FOR THE INTERNATIONAL PURCHASE AND SUPPLY OF GOODS
between
PATHFINDER INTERNATIONAL
and
[INSERT SUPPLIER NAME]
THIS AGREEMENT (the “Contract”) is made and entered into as of the date signed and duly executed below, by and between Pathfinder International , a non-profit corporation organized and existing under the laws of the State of Massachusetts in the United States and having its principal place of business at 9 Galen Street, Watertown, MA 02472 (hereinafter referred to as the “Purchaser”), and [INSERT SUPPLIER NAME], a corporation organized and existing under the laws of the [INSERT SUPPLIER COUNTRY] and having its principal place of business at [INSERT SUPPLIER ADDRESS] (hereinafter referred to as the “Supplier”), together referred to as the “Parties.”
WHEREAS, the Purchaser wishes to obtain of < insert item> shipped in up to air/surface/ocean shipment(s) to ;
WHEREAS, the Supplier, which was selected for award through a competitive bidding process, represents that (1) it is a reputable firm with extensive experience in the production and international sale, export, shipment, and delivery of < insert item>, and (2) is, and will, at all times during the Contract Term, remain ready, willing and able to deliver the said < insert item> in full compliance with its obligations under this Contract (including, without limitation, obligations relating to price, quantity, quality, and timeliness);
WHEREAS, in view of the foregoing, the Purchaser wishes to enter into this Contract with the Supplier to purchase and require the Supplier to supply the < insert item> (Goods) described in this Contract, subject to the Contract’s terms and conditions;
WHEREAS, the Parties represent that they have taken or caused to be taken all formalities required by their By-Laws and Articles of Incorporation, and by all applicable laws, to authorize the execution and performance of this Contract;
NOW, THEREFORE, in consideration of the promises and mutual agreements and covenants herein contained (the adequacy of which consideration as to each of the Parties being acknowledged), the Parties hereby covenant and agree as follows:
PART A: GENERAL INFORMATION ABOUT THE CONTRACT
1. Purpose of the Contract.
The purpose of this Contract is to secure the supply of the Goods described in Schedule A of the Contract that fully comply throughout the Contract Term with all Contract obligations (including, without limitation, those relating to price, quantity, quality and timeliness) , to the Consignee, pursuant to the Schedule set forth in Article 14B, Below.
2. Contents of the Contract.
This Contract consists of the following sections (which, together with all other matter referred to or incorporated herein, whether or not the text is reprinted in full, shall be deemed to form an integral part of the Contract):
A. Part A, “General Information about the Contract.”
B. Part B, “Description of the Goods and Services.”
C. Part C, “Price, Currency, and Payment.”
D. Part D, “Packing and Marking.”
F. Part E, “Shipping and Insurance.”
G. Part F, “Export and Import.”
H. Part G, “Delivery.”
I. Part H, “Confidentiality, Publicity, and Intellectual Property.”
K. Part J, “General Provisions.”
Schedule A. “Technical Specifications and Standards for XXXXXXX (Goods).”
3. Definitions.
For purposes of this Contract, the following words have the meanings indicated:
Approval except as otherwise expressly stated herein, means the prior written approval of Purchaser.
Consignee means (See Article 17A)
Contract means the present Agreement, having the contents stated in Article 2.
Contract Term means the Term of this Contract as described in Article 4B.
Contract Price means the per-unit price describe and specified in Article 8A of the Contract
Day means a consecutive calendar day, unless otherwise stated.
Effective Date means the Effective Date of the Contract as stated in Article 4A.
Incoterms means Incoterms 2010 (International Chamber of Commerce Publication No. 715).
Manufacturer is synonymous with the Supplier.
Notify Party means (See Article 17B).
Unit means one individual < insert item>).
Total Price means the product of the Contract Price times per unit quantity of < insert item> specified in Article 8A.
Warranty Period means the period(s) of the warranty(-ies), if any (including without limitation warranties on replacements lots, if any), set forth in Article 23 of this Contract.
4. Effective Date and Contract Term.
A. This Contract shall take effect, upon the signature of both Parties below, on the date indicated in the first paragraph of the Contract (the “Effective Date”).
B. The term of this Contract shall begin on the Effective Date and extend, unless earlier terminated pursuant to Article 40 of the Contract, through the date of completion of all obligations pursuant to the Contract (the “Contract Term”).
5. Exclusive Arrangement.
This Contract is the exclusive arrangement between the Parties pertaining to the subject matter hereof, and supersedes and replaces all prior agreements, understandings, communications, negotiations, and discussions, whether oral, written, or electronic, involving the Parties. No purported trade usage, custom, course of dealing between the Parties, or verbal statements of any kind shall be binding upon the Purchaser.
6. Counterparts.
This Contract may be executed by the Parties in two separate counterparts, each of which, when so executed and delivered, shall together constitute one and the same instrument.
PART B: DESCRIPTION OF THE GOODS AND SERVICES
7. < insert item>.
< insert item> purchased and to be supplied pursuant to this Contract are < insert item> (hereinafter referred to as the “goods”). All goods supplied must fully comply at all times during the Contract Term with the requirements of Schedule A of this Contract.
8. Price.
A. This is a firm, fixed, all-inclusive, per unit-priced Contract that obligates the Supplier to manufacture and supply < insert item> (goods) respectively at a CIP per-unit price as follows:
| Shipment | Quantity | FOB Price Per Unit | Price CIP per unit | TOTAL CIP |
| 1 | TBD | TBD | TBD | |
| 2 | TBD | TBD | TBD | |
| 3 | TBD | TBD | TBD |
B. The quantity of units of type of goods specified in Article 8A above multiplied by the Contract Price also specified in Article 8A shall constitute the Total Price, including shipping, oil surcharge and insurance, which is [INSERT TOTAL PRICE]. The Total Price shall constitute the Purchaser’s maximum potential aggregate liability to Supplier (including without limitation its officers, directors, employees, agents, representatives, contractors, approved assignees, and any and all third parties claiming under, on behalf of, through or as a result of Purchaser) arising out of, relating to, or resulting from the Contract and facts and circumstances surrounding its making and performance, based on causes of action of any nature whatsoever.
9. Currency.
The Contract price, and all invoices, payments, claims, and other communications, documents, obligations and accounts of whatever nature in connection with this Contract, its formation, and the facts and circumstances surrounding its making and performance are, and shall be, denominated exclusively in United States Dollars, and all foreign exchange risks affecting the relative value of all other currencies shall be borne solely by the Supplier.
10. Payment.
A. Payment of the Commercial Invoice value (number of nets shipped multiplied by the Article 8A agreed per unit price) of the shipment will be earned and made as follows:
(1) 80% of value based on submission of required documents listed in Article 10B, below; and
(2) 20% balance (net liquidated damages, if any, assessed pursuant to Article 26, below) on PI’s receipt of written Consignee’s Confirmation described in Article 10C, below.
B. In order to receive 80% payment, the Supplier must submit the following documents to XXXXX@pathfinder.org for each shipment:
(1) Commercial Invoice e-copy
(2) Bill of Lading/Air Waybill e-copy
(3) Certificate of Insurance (if applicable) e-copy
(4) Certificate of Origin (if applicable) e-copy
(5) Packing List e-copy
The Commercial Invoice must include (1) a complete statement of charges, (2) state that all prices are net of any discounts and negotiated price reductions, and (3) be manually or digitally signed by Supplier’s authorized representative. Any terms, conditions, or other provisions presented on or with the invoice (including without limitation any pre-printed provisions on the reverse thereof) shall be of no force and effect, and shall be disregarded completely.
The Bill of Lading/ Air Waybill must be clean, on-board, marked "freight paid" issued by the vessel-owning carrier, and on a through basis (covering all intermodal and/or inland transportation, if any, to destination). In addition, the said Bill must be claused as provided for in Article 15E below.
C. Payment of the 20% will be earned upon Purchaser’s receipt of written confirmation (“Consignee’s Confirmation”) from the Consignee that (1) the Goods covered by the pertinent Commercial Invoice have been received in Consignee’s warehouse, (2) the Supplier has fully complied with its obligations under Article 14C and the Consignee has received in a timely manner the documents needed to effect importation and customs clearance or upon 30 days from arrival, with proof of delivery at port.
D. All documents for payment shall be emailed together in a single package to Purchaser (ATTN: XXXX@pathfinder.org).
E. Purchaser will review all documents submitted for payment. When the documents are in order, Purchaser will expeditiously effect payment to the Supplier via company check. If the Supplier prefers to receive payments via wire transfer, all associated fees are solely for the account of the Supplier.
11. Taxes and Duties.
A. Supplier shall be solely responsible for all costs and risks relating to payment of all duties, taxes, and other official charges assessed on exportation from the country of manufacture.
PART D: PACKING AND MARKING
12. Packing.
A. General requirements. Supplier is solely responsible to ensure safe, air/seaworthy, and effective packing of all Goods supplied, for export and transport to destination, in order to prevent damage thereto or deterioration during transport, including, without limitation, from rough handling during loading, unloading and transport, exposure to extreme temperatures, salt, and/or precipitation during transit, and open storage. Packing methods shall also take into account the time requirements and conditions associated with intermediary and destination country operations (including, without limitation, transit handling, customs processing, inland transport, pre-distribution storage and, to the extent appropriate, distribution). Packing shall be in accordance with sound practices followed by the Supplier, which shall meet or exceed the level of protection provided by firms experienced in the export and international transportation of such items to the destinations in question, and shall in all respects comply with the requirements of applicable carriers' tariffs.
B. An itemized Packing List, citing this Contract, shall be placed in each shipping container. All packing is included in the price(s) listed in Article 8. All costs associated with such packing are for the Supplier’s account; no extra charges shall be assessed.
13. Marking.
Supplier shall separately mark all shipping cartons within the ocean or air shipping container, with affixation in such a manner as to ensure that the marking will remain legible until the container reaches its ultimate destination, with the following information:
|
Property of:
|
MFG Date: Quantity: Contract No. #:
|
PART E: SHIPPING AND INSURANCE
14. Shipping.
A. Upon receipt of an Authorization to Ship, the Supplier shall effectuate shipment.
B. Shipments shall be on a CIP destination basis per Incoterms 2010, as modified by the terms and conditions of this Contract. The shipments shall be Door-to-Port, , and if an ocean shipment shall utilize an exclusive use of a 20 or 40' ocean transport container.
C. Within five (5) days of the departure of the Goods from the factory pursuant to an Authorization to Ship, the Supplier shall forward the following documents to the Consignee via express courier:
(1) Commercial Invoice Two originals plus one copy
(2) Bill of Lading/Air Waybill Two originals plus one copy
(3) Certificate of Insurance Two originals plus one copy
(4) Certificate of Origin Two originals plus one copy
(5) Packing List Two originals plus one copy
The above-listed documents must comply with the requirements stated in Article 10B of this Contract. Prior to shipment, or immediately upon availability, Supplier shall email one copy of the above documents to Purchaser.
D. The Consignee for the shipments will receive the Goods upon arrival at destinations in Any import duties or other exactions assessed by the Government of container demurrage charges or inland transportation costs from the port or inland terminal specified in Article 19 to the Purchaser-designated facility, will be for Purchaser’s account. Notwithstanding the foregoing, the Supplier shall be responsible for any container demurrage or detention charges levied in those instances in which the Supplier fails to comply with the shipping document delivery schedule as specified in Paragraph C above or has otherwise caused the delays giving rise to such demurrage.
15. Insurance.
The Supplier shall provide all risk marine cargo insurance on terms no less favorable than the Institute Cargo Clause (All Risks), including war risks and strike clauses if available. The amount of coverage shall respectively be 110% of the invoice prices of the shipments. Coverage shall be from the Supplier’s facility in the country of manufacture to the Purchaser-designated facility at the destination pursuant to Article 19 i.e. Warehouse to Warehouse (WTW) insurance. Except as may otherwise be approved by Purchaser on a case-by-case basis, loss proceeds shall be payable in US dollars to the Purchaser.
16. Consignee and Notify Party.
A. The Consignee for all shipments pursuant to this Contract is as follows:
B. The Notify Parties for all shipments pursuant to this Contract are as follow:
Attn:
Tel:
Pathfinder International
Attention:
Tel: +
Email:
The Supplier is solely responsible for securing all necessary licenses, approvals, permits, and other authorizations, and for successfully completing all required administrative processes and other formalities, for export of all of the Goods purchased pursuant to this Contract from their country of origin, through any intermediary countries, to their destinations of
18. Import Licenses, Approvals, and Processes.
B. The Supplier is required to provide any reasonable documentation and assistance in order to assist the Purchaser in completing the tax exempt import permit.
C. The Supplier is obligated to provide all reasonable assistance to the Purchaser toward performance of the Purchaser’s responsibilities under this Article 18. Such assistance shall include, without limitation, prompt and complete forwarding of clearance documentation upon shipment as required by Article 14C above. Supplier shall indemnify Purchaser and hold it harmless for any costs resulting from a failure to fulfill its responsibilities pursuant to this Article 18B.
PART G: DELIVERY
19. Delivery.
A. This Contract calls for shipment and delivery to occur on a CIP OCEAN/AIR/SURFACE Destination (Incoterms 2010) basis, as modified by the terms and conditions of this Contract.
The destination is
B. Notwithstanding Paragraph A, the Supplier shall arrange, facilitate, effectuate, and be responsible for timely onward transportation from the country of manufacture and shipment to the specified destination.
PART H: CONFIDENTIALITY, PUBLICITY, AND INTELLECTUAL PROPERTY
20. Confidentiality.
A. All specifications, drawings, blueprints, samples, models, designs, data, brands, logos, nomenclature, and other information and tangible items provided by the Purchaser or the Consignee to the Supplier relating to the Goods or otherwise pursuant to the Contract, whether or not separately identified or marked with any restrictive legend, shall be treated as proprietary and confidential by the Supplier, and shall be used only for the proper performance of the Contract. Without the Purchaser’s prior written approval, the Supplier shall not, in any manner (whether orally, electronically, or in writing), do any of the following with respect to the matter referred to in the previous sentence: advertise, disclose, or release for publication or any other purpose, to any other person.
B. Unless otherwise agreed between the Parties by exchange of letters in a specific case, Purchaser and Consignee shall have the right to use, for any purpose, unpatented information concerning Supplier’s products, manufacturing methods, performance, or processes, which the Supplier may disclose to Purchaser or Consignee, or Purchaser or Consignee, may obtain during the Contract Term.
21. Publicity.
Without the Purchaser’s prior written approval, the Supplier shall not, in any manner (whether orally, electronically, or in writing), advertise, disclose, publish, or release for publication any statement or other information mentioning that the Purchaser has ordered, or the Supplier has furnished or agreed to furnish to Purchaser the Goods required by this Contract.
22. Intellectual Property.
Both Parties acknowledge and agree that Purchaser or Supplier are the sole owners of their respective intellectual property (including, without limitation, trademarks, service marks, copyrights, trade secrets, trade dress, logos, and other rights) relating to any aspect(s) of the Goods or their marketing or to any other matter based thereon that may be used during the Contract Term.
PART I: PERFORMANCE
23. Warranty.
A. Supplier warrants that the products are free from defects, fit for their intended purpose and of merchantable quality.
B. Purchaser shall notify Supplier in writing of any claims arising from this Warranty promptly after discovery thereof. On receipt of said notice, Supplier shall with all possible speed replace the defective Goods by expedited air freight without cost to Purchaser. Any replacement Goods supplied shall be deemed covered by a new and additional warranty.
C. In the event that any of the Goods are recalled, Supplier shall notify Purchaser within fourteen (14) days, providing full details of the affected Goods and the reason for the recall. If the Supplier fails to fulfill its recall obligation promptly, the Purchaser will, at Supplier's expense, carry out the recall.
D. Supplier warrants that the Goods supplied pursuant to the Contract do not infringe on the intellectual property and/or other rights of third parties.
24. Liquidated Damages for Late Delivery.
A. Time is of the essence in performing this Contract. Failure by the Supplier to deliver the full quantity and quality of Goods required by the Contract on time, will, because of the urgency of the Purchaser’s need for the items. The amount of the damage is, however, difficult to estimate with precision at the time the Contract is executed. The Supplier acknowledges the need for timeliness, the difficulty of ascertaining the exact amount of untimeliness damages at the time the Contract is executed, and the fact that the sum stipulated in this Article is a reasonable forecast of probable actual loss and not a penalty.
B. The amount of liquidated damages for each shipment shall be set at one (1) per cent of the total value of the affected shipment per week not to exceed a total of ten (10) per cent of the Total Price. In addition and without prejudice to any other remedy the Purchaser may have by law or Contract, exercise or not exercise any such remedy at any prior point, once the maximum is reached, the Purchaser may consider terminating the Contract for default without further liability (in which event the Purchaser may retain or collect, as applicable, the liquidated damages).
C. Liquidated damages may be deducted by the Purchaser from any payments or other amounts (whether or not relating to the Contract) due to the Supplier whenever feasible. To the extent that deduction is not feasible, Supplier agrees to refund the amount determined in accordance with this Article promptly upon demand.
D. Liquidated damages may be deducted by the Purchaser from any payments or other amounts (whether or not relating to the Contract) due to the Supplier whenever feasible.
25. Force Majeure.
A. If the Supplier fails to perform any of its obligations under this Contract due to a force majeure event, the Supplier shall, to such extent, not be liable to the Purchaser for any delays directly arising from such failure to perform provided that the Supplier notifies the Purchaser in writing, within ten (10) days after the beginning of the force majeure event, of the failure(s) and the cause(s) thereof. The term "force majeure event" is defined as a cause, not in existence on the Effective Date of the Contract that is beyond the control and without the fault or negligence of the Supplier, of a type whose occurrence was not reasonably foreseeable at the time the Contract was executed. Examples of force majeure events include, without limitation, the sovereign acts of governments, fires, floods, epidemics, revolutions, quarantine restrictions, freight embargoes, or prolonged unusually severe weather conditions. A delay by an approved assignee or subcontractor shall not constitute a force majeure event, unless the cause of the delay, if it had occurred directly to the Supplier, would have qualified as such an event.
B. Notwithstanding the occurrence of a force majeure event, the Supplier, unless otherwise directed by the Purchaser in writing, shall continue to perform its obligations under this Contract to the maximum extent practicable. In addition, the Supplier shall seek, at no additional cost, all reasonable alternative means of performance not precluded by the force majeure event.
C. The occurrence or continuation of a force majeure event shall not, by itself, entitle the Supplier to any increase in the prices stated in this Contract.
26. Notice of Conditions Interfering with Performance; Notice of Changes in Ownership.
A. The Supplier shall promptly notify the Purchaser in writing of the occurrence and potential effects of any condition(s) which interfere with, or which it is reasonable to believe will or may interfere with, complete and timely performance of this Contract (including, but not limited to, problems not previously foreseen, actual or threatened Supplier or subcontractor insolvency or other default). The notice shall also describe the steps that are being taken and will be taken to correct or mitigate any such condition(s).
B. The Supplier shall notify the Purchaser in advance in writing of any potential substantial change of its ownership during the Contract Term.
27. Compliance with Laws.
A. In performing each and all of its obligations under this Contract, the Supplier shall ensure that it fully complies with all applicable laws (including, without limitation, all statutes, decrees, ordinances, administrative orders, rules, regulations, and other directives, policies, and instructions with mandatory legal effect), and shall be solely responsible for all costs, risks and delays resulting from doing so or the failure to do so.
B. Terrorism. (1) As a condition of entering into the referenced agreement, [INSERT SUPPLIER] hereby certifies that it has not provided and will not provide material support or resources to any individual or entity that it knows, or has reason to know, is an individual or entity that advocates, plans, sponsors, engages in, or has engaged in terrorist activity, including but not limited to the individuals and entities listed in the Annex to Executive Order 13224 and other such individuals and entities that may be later designated by the United States under any of the following authorities: § 219 of the Immigration and Nationality Act, as amended (8 U.S.C. § 1189), the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.), the National Emergencies Act (50 U.S.C. § 1601 et seq.), or § 212(a)(3)(B) of the Immigration and Nationality Act, as amended by the USA Patriot Act of 2001, Pub. L. 107- 56 (October 26, 2001) (8 U.S.C. §1182). [INSERT SUPPLIER] further certifies that it will not provide material support or resources to any individual or entity that it knows, or has reason to know, is acting as an agent for any individual or entity that advocates, plans, sponsors, engages in, or has engaged in, terrorist activity, or that has been so designated, or will immediately cease such support if an entity is so designated after the date of the referenced agreement.
(2) For purposes of this certification, "material support and resources" includes currency or other financial securities, financial services, lodging, training, safe houses, false documentation or identification, communications equipment, facilities, weapons, lethal substances, explosives, personnel, transportation, and other physical assets, except medicine or religious materials.
(3) For purposes of this certification, "engage in terrorist activity" shall have the same meaning as in section 212(a)(3)(B)(iv) of the Immigration and Nationality Act, as amended (8 U.S.C. § 1182(a)(3)(B)(iv)). For purposes of this certification, "entity" means a partnership, association, corporation, or other organization, group, or subgroup.
(4) This certification is an express term and condition of the Contract and any violation of it shall be grounds for unilateral termination of the agreement by Purchaser prior to the end of its term.
28. Assignment and Subcontracting.
The Supplier may not assign or subcontract, in whole or in part, any of the following, except with the prior written consent of the Purchaser: (1) any obligation of Supplier to perform under this Contract, (2) any right of Supplier to receive payment under the Contract, and (3) any claim by Supplier against Purchaser in connection with this Contract and the facts and circumstances surrounding its making and performance. Notwithstanding any approval or consent that may be provided, the Supplier shall remain fully responsible to Purchaser for fulfillment of the assigned or subcontracted obligations.
29. Limitation on Damages.
In the event that a claim for damages, or the right to any other form of relief, based on contract, indemnity, negligence, or otherwise, should arise, the claiming Party shall take all necessary measures to mitigate the damages or loss, to the extent that this can be accomplished without unreasonable cost or inconvenience. Such claims and relief shall not include exemplary or consequential damages.
30. Indemnification.
Supplier shall indemnify and hold harmless the Purchaser for (i) any third party product liability claim against the Goods; (ii) any defects in the Goods; or (iii) any non-compliance by Supplier with any technical requirements applicable to the Goods.
PART J: GENERAL PROVISIONS
31. Consultation.
The Parties shall exert their best efforts, in good faith, to consult together to resolve all issues that may arise in connection with this Contract, its formation, or the surrounding facts and circumstances, in an equitable and mutually satisfactory manner. An issue that cannot be resolved in this way shall be treated as a disagreement under Article 32 below (a "Disagreement").
32. Disagreements and Disputes.
A. In the event of a Disagreement arising under or relating to this Contract, its formation, or the surrounding facts and circumstances, either Party (the "Initiating Party") may submit to the other Party (the "Receiving Party") a written statement, specifically designated as a Notice of Disagreement, briefly describing the nature of the problem, the position of the Initiating Party regarding the problem, a narrative of the material facts and arguments in favor of the Initiating Party’s position, and a statement of the actions or other relief requested.
B. Within thirty (30) days after receipt of a Notice of Disagreement, the Receiving Party shall issue a written decision (a "Decision"), designated as such, with supporting findings and reasons, and promptly communicate the same to the Initiating Party.
C. Within ninety (90) days after the issuance of a Decision, either Party may deem the Disagreement to be a dispute (a "Dispute") and refer it to arbitration. All Disputes arising under or relating to this Contract, its formation, or the surrounding facts and circumstances, -- regardless of their legal nature, category, or amount -- shall be finally settled under the international arbitration rules of the American Arbitration Assosication (“AAA”), as then in effect, by one or more arbitrators appointed in accordance with the said rules and the provisions of this Article.
D. In any AAA arbitration, the Parties agree as follows: (1) each Party shall bear its own costs, and the AAA's costs and fees shall be assessed as the arbitrator deems appropriate; (2) the place of arbitration shall be the Supplier’s country., or any other location on which the Parties may subsequently agree; (3) the language of all proceedings, communications, and the award, shall be English; (4) the Parties shall mutually agree on a single arbitrator (failing which, either Party may request the AAA to make a designation); (5) unless otherwise agreed in writing by the Purchaser, the arbitrator shall decide the case solely upon submission of written documentation and statements, examining such materials and resolving the matter by issuance of a written decision which may include a monetary award (but not a penalty, however described), as appropriate.
E. The procedures of this Article shall be the exclusive method for resolution of all Disagreements and Disputes in connection with this Contract, its formation, and the facts and circumstances surrounding its making and performance. Supplier specifically represents that an arbitration award issued pursuant to this Article will be enforceable under the laws of [INSERT SUPPLIER COUNTRY]. Any such award shall be final and binding on the Parties. Judgment may be entered upon the award in a court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order for enforcement.
F. Notwithstanding the existence of a Disagreement or Dispute under this Article, or of an issue pursuant to Article 32, the Supplier shall, unless otherwise mutually agreed by the Parties, continue to perform its obligations under the Contract.
G. If a judicial proceeding is brought (1) to resolve a Dispute subject to arbitration hereunder, or (2) to challenge the validity of an award rendered hereunder, each defendant in that proceeding, if it prevails, shall receive its costs, fees and reasonable attorneys' fees, including costs and fees on appeal. If a Party fails to comply with an award rendered hereunder, and the other Party is forced to seek enforcement of the award in court, each plaintiff in that proceeding, if it prevails, will be entitled to receive its costs, fees and reasonable attorneys' fees, including costs and fees on appeal.
33. Governing Language and Law.
A. The governing language of this Contract shall be English, and all notices and other communications relating or pursuant to the provisions of the Contract (including, without limitation, those in connection with issues, Disagreements and Disputes) shall be in English.
B. This Contract, its formation, and the facts and circumstances surrounding its making and performance, shall be interpreted in accordance with the following, listed in order of precedence: (1) the express terms and conditions of the Contract, and (2) the laws in effect in Massachusetts, U.S.A.
34. Probity; Avoidance of Corrupt and Fraudulent Practices.
Ethics and Integrity. The Contractor agrees, in executing this Contract and in performing its obligations in connection therewith, to ensure that it, its officers, directors, employees, agents, lower-tier contractors and suppliers scrupulously avoid violations of laws, regulations or rules; donor requirements; and ethical standards (“misconduct”).
Conflict of Interest. The Contractor must establish appropriate conflict of interest policies and maintain reasonable business standards, procedures and controls to ensure that no conflicts of interest arise during implementation of this Program. A conflict of interest may occur if an interest or activity influences or appears to influence the ability of an individual to exercise objectivity or impairs the individual’s ability to perform his or her responsibilities in the best interest of the Program. Therefore, Contractor represents that there is no competing interest between Contractor’s performance of this Contract and Contractor's performance under any other contract or agreement to which it is now a party, or intends to become a party to in the future. In the event that Contractor believes that there is any such potential conflict of interest, or any competing interest arises during the term of this Contract or extension thereof, it will advise Pathfinder’s Contractual Contact in writing immediately. For more information on identifying and handling potential and actual conflicts of interest, please contact your Pathfinder Contractual Contact.
Improper Payments to Government Officials. Contractor represents that none of its directors, officers, employees or agents is a Government Official or a member of the immediate family (spouse, parent, child, sibling or sibling's spouse) of a Government Official, and that no Government Official is, directly or indirectly, an owner of or investor in the Contractor, except as may be disclosed to the Pathfinder Contractual Contact.
Contractor agrees that, in performing any activity in connection with this Contract, neither Contractor nor any of its directors, officers, employees, agents, owners or shareholders
Contractor agrees to promptly notify Pathfinder in writing if, during the term of this Contract (a) any director, officer, employee or agent of Contractor or a member of the immediate family (spouse, parent, child, sibling or sibling's spouse) of any of the foregoing becomes a Government Official, (b) any Government Official becomes, directly or indirectly, an owner of or investor in the Contractor; or (c) Contractor receives a request to take any action which would or might violate its obligations under subsection 1 or 2 immediately above.
Contractor represents that neither it nor any of its directors, officers, employees, agents, owners or shareholders (a) have made or authorized any payment, gift or transfer prohibited in subsection (1) immediately above, and have been accused of, indicted for, or convicted of, making or authorizing any payment, gift or transfer prohibited in subsection (2) immediately above.
Definitions:
"Government Official” includes (i) any official or employee of any government, any political party, or any public international organization, and (ii) any candidate for political office; regardless of whether the person purports to act in a private capacity or serves without compensation.
"government" means any agency, department, embassy, instrumentality or other governmental entity, including any company or other entity owned or controlled by the government.
Trafficking in Persons. During the term of this Contract, Contractor must not engage in:
In the event of a violation of this provision, Pathfinder may terminate this Contract immediately, without penalty, and is also authorized to pursue any other remedial actions authorized as stated in section 1704(c) of the National Defense Authorization Act.
Anti-Bribery and Corruption. Contractor, its subsidiaries and affiliates must be committed to the highest standards of ethical and legal business conduct. This includes complying, without exception, with the letter and spirit of anti-bribery and anti-corruption laws.
Contractor, its subsidiaries and affiliates are strictly prohibited from:
Contractor agrees that, in connection with this Contract, it, or any person or entity acting on its behalf, will not commit any act or omission which causes or could cause an offence under, any laws relating to anti-bribery and/or anti-corruption including, “facilitation payment”. This is a legal term that refers to a small amount paid to secure or expedite a routine governmental action or service that a Contractor is legally entitled to receive. Facilitation payments are illegal in many countries and violate many donor agreements. Contractor is prohibited from making a facilitation payment without the written approval from Global Procurement Manager.
“Bribery” includes providing anything of value in order to obtain an improper business advantage.
“Corruption” and “corrupt practices” include:
Contractor must maintain and enforce policies which are adequate to ensure compliance with anti-bribery and corruption requirements. Contractor must notify Pathfinder in writing as soon as it becomes aware of any breach of this provision and/or has reason to believe that it, its subsidiaries and/or affiliates have engaged in bribery and/or corrupt practices.
In the event of a violation of this provision, Pathfinder may terminate this Contract immediately, without penalty, through written notice.
Safeguarding. Pathfinder International is committed to Safeguarding, which means protecting people from harm. Pathfinder International’s commitment encompasses protecting its employees, beneficiaries, and (including but, not limited to children, young people, and vulnerable adults) from bullying, harassment, exploitation, abuse, and any other harm. Contractors are expected to adhere to these commitments.
In addition, the Contractor understands the following principles regarding safeguarding which build upon the Inter-Agency Standing Committee’s (IASC’s) six core principles:
In addition, Contractor staff working on the project will be required to participate in initial and annual Safeguarding training and sign Pathfinder’s Standards of Behavior. Pathfinder’s project managers will work with the Contractor to determine which staff need to complete these requirements.
Reporting. Any actual or suspected misconduct by the Contractor, a Contractor representative, or party doing business with the Contractor during the execution of this contract and in performing its obligations in connection therewith, must be reported to Pathfinder as soon as reasonably possible after becoming aware of the actual or suspected misconduct.
Reporting Channels:
Reporting by phone to EthicsPoint * Please locate the applicable phone number in the table below:
Pathfinder Country |
Reverse Charge / Collect CallsContact your local operator and request a “reverse charge” or “collect call” be placed to the United States using the number listed for your country. |
International Toll-Free ServiceDial the toll-free service number for your location |
Direct DialDial the access number for your location. At the prompt, dial |
| Bangladesh* | |||
| Burkina Faso | 503-597-4386 | ||
| Burundi | 503-597-4386 | ||
| Cote d’Ivoire | 503-747-1871 | ||
| DRC | 503-597-4386 | ||
| Egypt (Cairo) | 2510-0200 | ||
| Egypt (Cellular) | 02-2510-0200 | ||
| Ethiopia | 503-597-4386 | ||
| India |
000-800-100-1071 or 000-800-001-6112 |
||
| Kenya | 503-597-4386 | ||
| Mozambique | 503-597-4386 | ||
| Niger | 503-597-4386 | ||
| Nigeria | 0-708-060-1816 | ||
| Pakistan | 00-800-01-001 | ||
| Peru | 0800-52116 | ||
| South Africa | 080-09-92604 | ||
| Tanzania | 503-597-4386 | ||
| Togo* | |||
| Uganda | 503-597-4386 | ||
| United States | 1-855-224-7186 |
*Currently, EthicsPoint does not have a reliable telephone service for these countries. Individuals who wish to make an anonymous report from these countries can use the online reporting form at www.pathfinder.org/ethics.
*Note that the EthicsPoint an independent company which permits anonymous reporting in any language
· As applicable for donor reporting:
B. Safeguarding: Any reports related to Safeguarding may be submitted through the channels listed above or by emailing safeguarding@pathfinder.org.
Contractor must inform its employees in writing, in the predominant language of the workforce, of the reporting options outlined in this provision.
Protections for Reporting Persons. Contractor may not discharge, demote or otherwise discriminate against any employee as a reprisal for making a disclosure that the employee reasonable believes is evidence of:
Contractor must inform its employees in writing, in the predominant language of the workforce, of employee rights and protections regarding reporting.
35. Purchaser’s Disposition Rights.
Vis-a-vis the Supplier, the Purchaser and Consignee shall have the right, in their sole discretion, to dispose of the Goods purchased pursuant to this Contract in any lawful manner (including, without limitation, donation, use, resale, or re-export, whether within or outside the destination country). Such disposition shall not require the approval or consent of the Supplier, nor shall it be deemed to give rise to any claim by the Supplier against the Purchaser, of whatsoever nature.
36. Severability.
Should any provision of this Contract, or its application to any Party or circumstance, hereafter be determined to contravene any applicable law or public policy, or otherwise be restricted, prohibited, or unenforceable, such provision shall, as to such jurisdiction, be ineffective, but only to the extent of such contravention, restriction, prohibition or unenforceability. The remaining provisions hereof shall continue and remain in full force and effect, and be construed to implement the intent of the Parties expressed herein to the maximum extent practicable.
37. Changes and Amendments.
A. Change Orders. (1) The Purchaser may, at any time and from time to time, without notice to any issuer of performance securities, unilaterally issue a written Change Order, specifically identified as such, making changes within the general scope of the Contract (including, without limitation, changes in specifications or standards, method of packing or shipment, or place of delivery). Change Orders issued in accordance with this Paragraph A shall be binding upon the Purchaser. Changes may not be requested verbally; no change will be deemed to have been requested by the Purchaser unless it is covered by a written Change Order from the Purchaser.
(2) If any Change Order causes a substantial increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Contract, whether changed or not by such Change Order, an equitable adjustment shall be made in the Contract price or delivery schedule, or both, and an Amendment shall be issued to effect the adjustment. Any claim by the Supplier for adjustment under this Paragraph A must be asserted within thirty (30) days from the date of receipt of the Change Order by the Supplier. Disagreement over the amount of the adjustment is to be resolved pursuant to Article 32 of this Contract. Notwithstanding the existence or continuation of any such disagreement, the Supplier is required to perform the work as changed.
B. Amendments. Except as provided in Paragraph A above, the terms and conditions of this Contract may only be modified by a written agreement executed by both Parties (an "Amendment").
38. Notices.
A. Any notice given by either Party to this Contract shall be in writing and sent from the following addresses (or such other addresses as a Party may designate for itself in writing from time to time):
[INSERT SUPPLIER NAME AND CONTACT DETAILS]
2. To the Purchaser:
Pathfinder International
Attn:
Nigeria.
Tel:
E-Mail:
B. Notices shall be effective when received, or on the effective date of a received notice, whichever is later.
39. Successors and Assigns.
This Contract shall inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors, and approved assigns of the Parties hereto.
40. Termination.
A. For Default. (1) In addition to any other remedies available to the Purchaser by law or by this Contract, the purchaser may terminate the Contract at any time, or from time to time, in whole or in part, by written notice effective on the later of the date of the notice or the effective date specified in the notice, if any one or more of the following should occur:
(I) Supplier becomes insolvent or makes a general assignment for the benefit of creditors;
(II) A petition under any bankruptcy act or similar statute is filed by or against Supplier;
(III) Supplier fails to deliver according to the agreed schedule;
(IV) Supplier fails to perform an obligation under any provision of this Contract, or so fails to make progress as to substantially endanger performance of this Contract in accordance with this terms, provided that, Supplier fails to remedy any such condition within ten (10) days from the receipt of a written notice from Purchaser concerning the existence of the failure; or
(V) Supplier’s financial condition becomes such as to endanger completion of performance (subject to the same proviso as Subparagraph (IV) above).
(2) In the event that the Purchaser terminates the Contract for default, in whole or in part, as provided in this Paragraph A, Purchaser may procure, upon such terms and in such manner as Purchaser deems appropriate and reasonable under the circumstances, Goods and services similar to those covered by the terminated portion of the Contract, and may recover from the Supplier, by offset or otherwise, any excess costs.
(3) Notwithstanding any termination for default, Supplier shall continue to perform the unterminated portion of the Contract, if any.
(4) If applicable, After receipt of a notice of termination for default, Supplier shall promptly transfer title and deliver to Purchaser all finished Goods, as well as all tools, dies, forms, designs, intellectual property, information, and data, as Purchaser shall reasonably direct. Purchaser shall have no obligation to Supplier regarding any other items or materials.
(5) If, after termination has been effected pursuant to this Paragraph A, it is determined that the Supplier was not in fact in default, the rights and obligations of the Parties shall be the same as if the termination had been properly issued under Article 40B, below.
(2) In the event of such a termination for convenience, Supplier shall be paid an amount in settlement to be mutually agreed upon by the Parties, which shall cover the Supplier’s reasonable direct costs of performance incurred prior to termination in connection with the work for which the Contract is terminated, plus a reasonable profit based upon such costs (however, if it appears that Supplier would have sustained a loss on the terminated portion of the Contract had it been completed, no profit shall be paid), provided that, in no event shall the total payments exceed the applicable Article 8 unit total price and shipping costs.
(3) Termination for convenience shall not affect Purchaser’s obligations with respect to items delivered prior to such termination.
C. Within thirty (30) days of receipt of a notice of termination for either default or convenience, Supplier shall advise Purchaser in writing of any claim Supplier may have for termination costs. Failure to provide this notice in a timely and complete manner shall be conclusively deemed a waiver of claim.
D. Suspension (Multiple Shipments). In cases in which multiple shipments have been authorized, if, in Purchaser's sole discretion, serious quality problems are encountered with one or more shipments, Purchaser shall have the unilateral option, in lieu of or in addition without prejudice to other remedial action permitted by the Contract and applicable law, to issue a written instruction, effective on the date of the notice, to Supplier suspending further performance of the Contract (including, without limitation, further manufacture, packaging, or shipment) in whole or in part until Supplier has satisfied Purchaser that the aforementioned problems have been or will timely be corrected and Purchaser has confirmed such satisfaction by written notice to Supplier. Whether or not this option is exercised, Purchaser shall have the right to invoke any of the termination provisions of this Article as appropriate. If termination is not invoked, and the problems are corrected and further performance is authorized by Purchaser, Purchaser shall consider extending the time available for performance if and to the extent a force majeure event is involved or as otherwise deemed appropriate in Purchaser's reasonable discretion. In no event (unless otherwise specifically authorized by Purchaser) shall the Supplier be entitled to additional compensation or a claim on any basis whatsoever as a result of a suspension pursuant to this Article.
41. Waiver.
Failure of either Party, or both Parties, to invoke or enforce any of the terms and conditions of this Contract shall not be deemed a waiver, modification or Amendment thereof, or a waiver, modification or Amendment of any prior or subsequent breach.
42. Other Remedies.
At any time, or from time to time, Purchaser may deduct, from any payment due to Supplier under this Contract, all or part of any amount, whether in connection with this or any other agreement, that Purchaser determines to be owed to it by the Supplier. However, Purchaser will use this authority cautiously and fairly, providing advance written notice and opportunity to comment when it deems practicable in its sole discretion (if prior notice and opportunity is not deemed practicable, Purchaser will give notice subsequently), and will do so only after first considering other available collection options.
43. Product Liability
Supplier shall hold Purchaser harmless from all Product Liability that may arise in connection with any Products supplied under this agreement.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Contract.
FOR PATHFINDER INTERNATIONAL
By: Date:
Name:
Title:
FOR [INSERT SUPPLIER NAME]
By: Date:
Name:
Title:
SCHEDULE A:
TECHNICAL SPECIFICATIONS AND STANDARDS
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Bids are to be delivered by mail, hand delivery/courier. Please note that bids delivered via email and/or any electronic means will not be accepted. Mailed and hand delivered/couriered bids must be addressed and delivered to:
Pathfinder International
35 Justice Sowemimo Street off TY Danjuma Street, Asokoro,
Abuja, FCT Nigeria.
Attention: Procurement Team, Nigeria Country Office.
IFB No.: IFB/25/OCT/48468-Procurement of Manikins and Trolleys
Last Bid Receipt Date: November 27, 2025 (5:00 PM, WAT)
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