United Nations Children's Fund

UNICEF
P.O. Box 1063 Telephone 0092-51-2097700
Islamabad Facsimile 0092-51-2097799
ISLAMABAD Email
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Pakistan http://www.unicef.org/pakistan

INVITATION TO BID

LITB-2024-9189112 22 March 2024

UNITED NATIONS CHILDREN'S FUND (UNICEF)

Wishes to purchase

Establishment of LTA for Kangaroo Mother Care Kit.

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INVITATION TO BID Page 1 of 31 LITB-2024-9189112
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THIS INVITATION TO BID HAS BEEN:
_____________________________________

Prepared By:

Samad Nawaz 21-03-2024

(To be contacted for additional information, NOT FOR SENDING OFFERS)
Email : [email protected]

Verified By:

__________________________________________________
21-03-2024
Irene Caroline Sanyu Ayako
Supply Specialist

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BID FORM

This form must be completed, signed and returned to UNICEF.

Bid must be made in accordance with the instructions contained in this INVITATION.

TERMS AND CONDITIONS OF CONTRACT

Any Purchase Order resulting from this INVITATION shall contain UNICEF General Terms and Conditions
and any other Specific Terms and Conditions detailed in this INVITATION.

INFORMATION
Any request for information regarding this INVITATION must be forwarded by email to the attention of the
person who prepared this document, with specific reference to the Invitation number.

The Undersigned, having read the Terms and Conditions of INVITATION No. LITB-2024- 9189112 set out in
the attached document, hereby offers to execute the services specified in the Terms and Conditions set out in the
document.

Currency of Proposal: _______________________________

Validity of Proposal:_______________________________

Please indicate which of the following Early Payment Discount Terms are offered by you:
10 Days 3.0%_________ 15 Days 2.5%_________ 20 Days 2.0%_________ 30 Days Net_________
Other_________

Declaration
The undersigned, being a duly authorized representative of the Company, represents and declares that:

1. The Company and its Management have not been found guilty pursuant YES NO
1

to a final judgment or a final administrative decision of any of the

following:

a. fraud

b. corruption

c. conduct related to a criminal organisation

d. money laundering or terrorist financing

e. terrorist offences or offences linked to terrorist activities

f. sexual exploitation and abuse:

g. child labour, forced labour, human trafficking

h. irregularity (non-compliance with any legal or regulatory

requirement applicable to the Company or its Management).

_______________________________
1
#Management” means any person having powers of representation, decision-making or control over the Organization. This may include, for example, executive management and all other persons

holding downstream managerial authority, anyone on the board of directors, and controlling shareholders.

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2. The Company and its Management have not been found guilty pursuant
to a final judgment or a final administrative decision of grave
professional misconduct.

3. The Company and its Management are not: bankrupt, subject to

insolvency or winding-up procedures, subject to the administration of
assets by a liquidator or a court, in an arrangement with creditors, subject
to a legal suspension of business activities, or in any analogous situation
arising from a similar procedure provided for under applicable national law.

4. The Company and its Management have not been the subject of a final
judgment or a final administrative decision finding them in breach of their
obligations relating to the payment of taxes or social security contributions.

5. The Company and its Management have not been the subject of a final
judgment or a final administrative decision which found they created an
entity in a different jurisdiction with the intent to circumvent fiscal, social
or any other legal obligations in the jurisdiction of its registered office,
central administration, or principal place of business (creating a shell
company).

6. The Company and its Management have not been the subject of a final
judgment or a final administrative decision which found the Company
was created with the intent referred to in point (5) (being a shell company).

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The UNICEF reserves the right to disqualify the Company suspend or terminate any contract or other
arrangement between the UNICEF and the Company, with immediate effect and without liability, in the event
of any misrepresentation made by the Company in this Declaration.

It is the responsibility of the Company to immediately inform the UNICEF of any changes in the situations
declared.

This Declaration is in addition to, and does not replace or cancel, or operate as a waiver of, any terms of
contractual arrangements between the UNICEF and the Company.

Signature: ___________________________________________

Date: ___________________________________________

Name and Title: ___________________________________________

Name of the Company: ___________________________________________

UNGM #: ____________________________________________

Postal Address: ____________________________________________

Email: ____________________________________________

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Item No Item Description Quantity/Unit Unit Price Amount
SCHEDULE NO: 1 SANAWAZ

00010 SL016838 1 each

Kangaroo Mother Care KIT

Kangaroo Mother Care Kit (KMC Kit) to include following items:

1. KMC binder, made of good quality strong Stretchable cloth, strap on shoulder stitched on two sides
with hem all around and tying strap 120 inches long and 2 inch width (purse string style ) to secure the
binder ( as per sample approved by UNICEF, (PINK COLOR).
Medium Size: Width 34", Length 16"

Packing of binder:
500 ts = TWO pieces of medium size binder

2. KMC Gown Cotton gown in green colour, sizes, medium

Size: length 42", sleeves 15", stitched as front open with button, plastic button with small insert, button
on sleeves to roll up.

Medium: shoulder 15" hips 56",

Packing of gown:
500 kits = ONE piece of medium size Gown

3. Baby clothes:
- A set of four small front open vests made of vest material with stitching and overlock, buttons.
- Two cotton or flannel caps.
- A pair of socks.

4. Feeding cup for feeding milk to the baby. One Plastic cup with a lid as per sample approved by
UNICEF (cup and spoon should be of same color).

5. Digital Thermometer for measuring baby's temperature

6. Viewing mirror

7. One Transparent Plastic bag with ZIP to hold above items with message/logos to be printed.
Size of binder/gown to be mentioned as "Medium" at one corner of bag.

Packing Instructions:

Outer carton with UNICEF Logo

Corrugated carton boxes:
Water resistant, kraft and liner, 5 ply, Paper quality / grammage 125 gms +/-m size: as appropriate.
Note: The total weight of each carton (dully packed with supplies) should not exceed to 15 kg.

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Item No Item Description Quantity/Unit Unit Price Amount
Labeling for outer carton:
UNICEF PO No.
Material Description
Quantity of Kits per carton
Detail of contents in each kit and its respective quantity + expiry dates (if applicable)
Total weight per carton
KMC: Each individual item in the kit with its respective quantity in the kit should be packed individually
in polythene pack as appropriate and all will be packed in the Transparent Plastic BAG (item.7 as per
specifications).
PACKING: 25 KITS IN 5-PLY CORRUGATED CARTONS LABELLED WITH PO NUMBER,
CONSIGNEE AND SIZE OF BINDER

Delivery:

Per Kit cost Ex-works _____________________

Production Capacity per Week: ______________

Slab/Staircase Rates:

1. Up to 20,000 Kits Ex Works USD_________

2. up to 50,000 Kits Ex Works USD_________

3. Up to 100,000 kits Ex Works USD_________

4. Up to 150,000 kits Ex Works USD_________

5. Up to 200,000 kits Ex Works USD_________

6. 200,000 plus kits Ex Works USD_________

--------------------------------------------------

Transport Charges all Over KP USD_______________

Transport Charges all over Baluchistan USD_________

Transport Charges all over Punjab USD_________

Transport Charges all over Karachi USD_________

Transport Charges all over Sindh USD_________

Transport Charges all over AJK USD_________

Transport Charges all over GB USD_________

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Item No Item Description Quantity/Unit Unit Price Amount

Incoterms & Delivery Requested Lead Time & Related Charges

Packing
Unit : Dimension............x............x............cm Weight..........kg Volume..........cbm

Total: Dimension............x............x............cm Weight..........kg Volume..........cbm

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SPECIFIC TERMS AND CONDITIONS

PART I - PURPOSE OF THIS INVITATION TO BID

1. Background

1.1 UNICEF promotes the rights and wellbeing of every child, in everything we do. Together with our
partners, we work in 190 countries and territories to translate that commitment into practical action,
focusing special effort on reaching the most vulnerable and excluded children, to the benefit of all
children, everywhere.

2. Solicitation; Long term arrangement

2.1 UNICEF wishes to enter into (a) non-exclusive Long Term Arrangement(s) ("LTA-G") for the
procurement of the items with the specifications outlined in the schedules contained in this Solicitation
Document, as required from time to time during the term of the LTA-G. It will be a provision of such
Arrangement(s), that UNICEF will not be committed to purchase any minimum quantity of these items.
UNICEF shall not be liable for any cost in the event that no purchases are made under any resulting
LTA-G(s).

2.2 Purchases will be made against Purchase Orders to be issued by UNICEF in accordance with the
terms and conditions of any resulting LTA-G(s). Actual quantities to be purchased will vary from
Purchase Order to Purchase Order.

2.3 Any quantities outlined in this Solicitation Document, are an estimated forecast of the total
requirement for the duration of the LTA-G or, if so specified, an estimated forecast for the annual
requirement. Any estimates are provided in good faith and shall not in any way be deemed to be a
commitment on the part of UNICEF regarding any quantity for future purchases.

[2.4 Other United Nations Agencies, Funds and Programmes shall be entitled to place orders under the
prices and terms of the LTA-G. Orders placed by other United Nations entities constitute a contractual
agreement between the supplier and the ordering United Nations entity. UNICEF will not be a
contractual party to these orders and has therefore no obligations or liabilities for orders not issued by
UNICEF.]

[2.4/2.5] This Solicitation Document is comprised of the following:

- This document
- The UNICEF General Terms and Conditions of Contract (Goods) which are attached as Annex A to
this document

[2.5/2.6] This Solicitation Document is an invitation to treat and shall not be construed as an offer
capable of being accepted or as creating any contractual, other legal or restitutionary rights. No binding
contract, including a process contract or other understanding or arrangement, will exist between the
Bidder and UNICEF and nothing in or in connection with this Solicitation Document shall give rise to
any liability on the part of UNICEF unless and until an LTA-G and linked Purchase Order is signed by
UNICEF and the successful Bidder.

3. Term

3.1 The proposed LTA-G shall be valid for an initial period of twenty four months, with a possible
renewal for an additional period of 12 months.

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PART II - BID SUBMISSION PROCESS

1. Bid Submission Schedule

1.1 Acknowledgement of receipt of Solicitation Document.

Bidders are required to submit any questions in respect of this Solicitation Document as soon as possible
through UNGM Website that they have received this Solicitation Document.

IMPORTANT: BIDS ARE NOT TO BE SENT TO THE INDIVIDUAL STATED ABOVE - ANY
BIDS SENT TO THE ABOVE NAMED INDIVIDUAL WILL BE DISQUALIFIED.

1.2 Questions from Bidders.

Bidders are required sot submit any questions in respect of this document through UNGM (e-tending
system).

IMPORTANT: BIDS ARE NOT TO BE SENT TO THE INDIVIDUAL STATED ABOVE - ANY
BIDS SENT TO THE ABOVE NAMED INDIVIDUAL WILL BE DISQUALIFIED.

Bidders are required to keep all questions as clear and concise as possible.

Bidders are also expected to immediately notify UNICEF in writing of any ambiguities, errors,
omissions, discrepancies, inconsistencies or other faults in any part of the Solicitation Document,
providing full details. Bidders will not benefit from such ambiguities, errors, omissions, discrepancies,
inconsistencies or other faults.

UNICEF will compile the questions received. UNICEF may, at its discretion, at once copy any
anonymized question and its reply to all other invited Bidders and/or post these on the UNICEF website
and/or respond to the question at a bid conference. After any such bid conference, a Questions and
Answers document may be prepared and posted on the UNICEF website.

1.3 Amendments to Solicitation Document. At any time prior to the Submission Deadline, UNICEF
may, for any reason, whether at its own initiative or in response to a clarification requested by a
prospective Bidder, modify the Solicitation Document by amendment. If the Solicitation Document was
available publicly online, amendments will also be posted publicly online. Further, all prospective
Bidders that have received the Solicitation Document directly from UNICEF will be notified in writing
of all amendments to the Solicitation Document. In order to afford prospective Bidders reasonable time
in which to take the amendment into account in preparing their Bids, UNICEF may, at its sole discretion,
extend the Submission Deadline.

1.5 Samples. Samples are required for this solicitation process and must be sent to UNICEF at

Attn:

Supply Section
UNICEF Islamabad
Ref: LITB-2024-9189112
Sector G5, St 5, Diplomatic Enclave, Islamabad
051 8705240

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in the following quantities: Not more than 1 option. The deadline for submission of samples is COB 08,
April, 2024.

1.6 Submission Deadline. The deadline for submission of Bids is as follows:

17:00 Hrs. 08 April, 2024

Any Bids received by UNICEF after the Submission Deadline will be rejected.

2. Language

2.1 The Bid prepared by the Bidder and all correspondence and documents relating to the Bid exchanged
by the Bidder and UNICEF, will be written in English. Supporting documents and printed literature
furnished by the Bidder may be in another language provided that they are accompanied by an
appropriate translation in English. When interpreting the Bid, the translated version of these supporting
documents and printed literature will prevail over the original version of these documents. The sole
responsibility for translation, including the accuracy of the translation will rest with the Bidder.

3. Validity of bids; Modification and Clarifications; Withdrawal

3.1 Validity Period. Bidders must indicate the validity period of their Bid. Bids should be valid for a
period of not less than one hundred and twenty (120) days after the Submission Deadline. A Bid valid
for a shorter period of time shall not be further considered. UNICEF may request the Bidder to extend
the validity period. The Bid of Bidders who decline to extend the validity of their Bid shall become
disqualified as no longer valid.

3.2 Other Changes. All changes to a Bid must be received by UNICEF prior to the Submission
Deadline. The Bidder must clearly indicate that the revised Bid is a modification and supersedes the
earlier version of their Bid, or state the changes from the original Bid.

3.3 Withdrawal of Bid. A Bid may be withdrawn by the Bidder on e-mailed, faxed or written request
received by UNICEF from the Bidder prior to Submission Deadline. Negligence on the part of the
Bidder confers no right for the withdrawal of the Bid after it has been opened.

3.4 Clarifications Requested by UNICEF. During the evaluation of Bids, UNICEF may, in its sole
discretion, seek clarifications from any Bidder in order for UNICEF to fully understand the Bidder's Bid
and assist in the examination, evaluation and comparison of Bids. UNICEF may seek such clarifications
through written communications or may request an interview with any Bidder. No change in the price or
substance of the Bid will be sought, offered or permitted, except as required in order to allow for
correction of arithmetical errors discovered by UNICEF.

3.5 References. UNICEF reserves the right to contact any or all references supplied by the Bidder(s) and
to seek references from other sources as UNICEF deems appropriate.

4. Eligibility; Bidder Information

4.1 Bidder. The term "Bidder" refers to those companies that submit a Bid pursuant to this Solicitation
Document and "Bid" refers to all the documents provided by the Bidder in its response to this
Solicitation Document. A Bidder will only be eligible for consideration if it complies with the
representations set out in Part V of this Solicitation Document, including the representations on ethical
standards, including conflicts of interest.

4.2 Joint Venture, Consortium or Association.

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(a) If the Bidder is a group of legal entities that will form or have formed a joint venture, consortium or
association at the time of the submission of the Bid, each such legal entity will confirm in their joint Bid
that:

- they have designated one party to act as a lead entity, duly vested with authority to legally bind the
members of the joint venture jointly and severally, and this will be evidenced by a Joint Venture
Agreement among the legal entities, which will be submitted along with the Bid; and

- if they are awarded the LTA-G, the designated lead entity will enter into the LTA-G with UNICEF,
who will be acting for and on behalf of all the member entities comprising the joint venture.

(b) After the Bid has been submitted to UNICEF, the lead entity identified to represent the joint venture
will not be altered without the prior written consent of UNICEF.

(c) If a joint venture's Bid is the Bid selected for award, UNICEF will award the LTA-G to the joint
venture, in the name of its designated lead entity. The lead entity will sign the LTA-G for and on behalf
of all other member entities.

4.3 Bids from Government Organizations. The eligibility of Bidders that are wholly or partly owned by
the Government will be subject to UNICEF's further evaluation and review of various factors such as
being registered as an independent entity, the extent of Government ownership/share, receipt of
subsidies, mandate, access to information in relation to this Solicitation Document, and others that may
lead to undue advantage against other Bidders, and the eventual rejection of the Bid.

5. Preparation of Offer

5.1 Bidders are responsible to inform themselves in preparing their Bid. In this regard, the Bidders will
ensure that they:
- Examine all terms, requirements and formal submission instructions included in the Solicitation
Document (including the Instructions to Bidders section);

- Review the Solicitation Document to ensure that they have a complete copy of all documents;

- Review the standard UNICEF Contractual Provisions and the UNICEF General Terms and Conditions
of Contract (Goods) for the supply of goods publicly available on the UNICEF Supply website:
https://www.unicef.org/supply/resources/procurement-policies;

- Review the UNICEF policies publicly available on the UNICEF Supply website:
https://www.unicef.org/supply/resources/procurement-policies. In particular, Bidders should familiarize
themselves with the obligations imposed on suppliers and their personnel and sub-contractors under the
UNICEF Policy Prohibiting and Combatting Fraud and Corruption and the UNICEF Policy on Conduct
Promoting the Protection and Safeguarding of Children;

- Attend any bid conference if it is mandatory under this Solicitation Document;

- Fully inform and satisfy themselves as to requirements of any relevant authorities and laws that apply,
or may in the future apply, to the supply of the goods.

5.2 Bidders acknowledge that UNICEF, its directors, employees and agents make no representations or
warranties (express or implied) as to the accuracy or completeness of this Solicitation Document or any
other information provided to the Bidders.

5.3 Failure to meet all requirements and instructions in the Solicitation Document or to provide all
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requested information will be at the Bidder's own risk, and may result in rejection of the Bidder's Bid.

5.4 The Bid must be organized to follow the format of this Solicitation. Each Bidder must respond to the
stated requests or requirements, and indicate that the Bidder understands and confirms acceptance of
UNICEF's stated requirements. The Bidder should identify any substantive assumption made in
preparing its offer. The deferral of a response to a question or issue to any contract negotiation stage (if
any) is not acceptable. Any item not specifically addressed in the Bid will be deemed as accepted by the
Bidder. Incomplete or inadequate responses, lack of response or misrepresentation in responding to any
questions will affect the evaluation of the Bid.

5.5 The completed and signed Bid Form must be submitted together with the Bid. The Bid Form must
be signed by a duly authorized representative of the Organization/Company.

5.6 Bids must be clearly marked with the Solicitation Document number.

5.7 If answer sheets are provided by UNICEF then these must be completed by the Bidder.

5.8 Each Bidder acknowledges that its participation in any stage of the solicitation process for this
Solicitation Document is at its own risk and cost. The Bidder is responsible for, and UNICEF is not
responsible for, the costs of preparing its Bid or response to this Solicitation Document, submission of
any samples, attendance at any bid conference, site visit, meetings or oral presentations, regardless of the
conduct or outcome of the solicitation process.

[5.9 The Bidder's Bid will include all of the following labelled annexes:
[______]]

6. Bid Documents; Confidentiality

6.1 This Solicitation Document, together with all Bid documents provided by the Bidder to UNICEF will
be considered the property of UNICEF and will not be returned to the Bidders.

6.2 Information contained in the Bid documents, which the Bidder considers to be its confidential
information, should be clearly marked "confidential", next to the relevant part of the text, and UNICEF
will treat such information accordingly.

6.3 All information and documents provided to the Bidders by UNICEF ("Solicitation Document
Materials") shall be treated as confidential by the Bidders. If the Bidder declines to respond to this
Solicitation Document, or, if the Bid is rejected or unsuccessful, the Bidder will promptly return all such
Solicitation Document Materials to UNICEF, or destroy or delete all such Solicitation Document
Materials. The Bidder shall not use the Solicitation Document Materials for any purpose other than the
purpose of preparing a Bid and shall not disclose the Solicitation Document Materials to any third party,
except: (a) with the prior written consent of UNICEF; (b) where the third party is assisting the Bidder in
preparing the Bid, provided the Bidder has previously ensured that party's adherence to this duty of
confidentiality; (c) if the relevant Solicitation Document Materials are at the time of this Solicitation
Document lawfully in the possession of the Bidder through a party other than UNICEF; (d) if required
by law, and provided that the Bidder has previously informed UNICEF in writing of its obligation to
disclose the Solicitation Document Materials; or (e) if the Solicitation Document Materials are generally
and publicly available other than as a result of breach of confidence by the person receiving the
Solicitation Document Materials.

7. Multiple bids and bids from related organizations

7.1 Bidders shall not submit more than one Bid as part of this solicitation process.

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7.2 If the Bidder is a group of legal entities that will form or have formed a joint venture, consortium or
association at the time of the submission of the Bid then neither the lead entity nor the member entities
of the joint venture may submit another Bid, either in its own capacity or as a lead entity or a member
entity for another joint venture submitting another Bid.

7.3 UNICEF reserves the right to reject separate Bids submitted by two or more Bidders if the Bidders
are related organizations and are found to have any of the following:

(a) they have at least one controlling partner, director or shareholder in common; or

(b) any one of them receive or have received any direct or indirect subsidy from the other(s); or

(c) they have a relationship with each other, that gives one or more Bidders access to confidential
information about, or influence over, the other Bid(s); or

(d) they are subcontractors to each other's Bid, or a subcontractor to one Bid also submits another Bid
under its name as lead Bidder; or

(e) an expert proposed to be in the team of one Bidder participates in more than one Bid received for this
solicitation process.

PART III - AWARD/ADJUDICATION OF BIDS

1. Award

1.1 Evaluation. The evaluation is carried out by UNICEF in accordance with UNICEF's regulations,
rules and practices and all determinations are made in UNICEF's sole discretion.

After opening the Bids, UNICEF will carry out the following steps in the following order:

First, each Bid will be evaluated for compliance with the mandatory requirements of this Solicitation
Document. Bids deemed not to meet all of the mandatory requirements will be considered
non-compliant and rejected at this stage without further consideration. Failure to comply with any of the
terms and conditions contained in this Solicitation Document, including, but not limited to, failure to
provide all required information, may result in a Bid being disqualified from further consideration.

Second, UNICEF will evaluate each Bid to determine whether the products offered are acceptable
commercially and technically and are of the required quality. Bids will be evaluated based on the
INCOTERM(s) stated in Part IV clause 3.1 below. Where more than one INCOTERM is stated in Part
IV clause 3.1 below, Bids will be evaluated based on whichever INCOTERM is in the best interest of
UNICEF as determined by UNICEF in its sole discretion. UNICEF will award the LTA-G to the Bidder
offering a combination of the lowest acceptable prices and shortest lead-time [INSERT ANY FURTHER
BID SPECIFIC CRITERIA], provided that UNICEF considers that the Bid to be reasonable and that it is
in the interest of UNICEF to accept the Bid.

1.2 Partial Bids. [[UNICEF will not accept partial Bids] or [INSERT WHAT PARTIAL BIDS ARE
ACCEPTABLE]].

1.3 Minimum Order Quantity. Bidders must declare in their Bids if there will be any minimum order
quantity(ies) for the item(s) detailed in the schedule to this Solicitation Document. Any such minimum
order quantities will be considered as part of the evaluation process.

1.4 Limited Award. In case of an award, Bidders that have not previously received Purchase Orders from
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UNICEF, may receive an order for a limited quantity until satisfactory performance is established.

1.5 Multiple Arrangements. UNICEF reserves the right to make multiple arrangements for any item(s)
where UNICEF considers it to be in its best interest to do so.

1.6 Award Notification. UNICEF will only notify the Bidder(s) that has/have been awarded the
LTA-G(s) resulting from this solicitation process; UNICEF may, but is not required to, notify the other
Bidders of the outcome of this solicitation process.

2. General Terms And Conditions Of Contract (Goods)

2.1 UNICEF's General Terms and Conditions of Contract (Goods) which are attached at Annex A to this
Solicitation Document will apply to any LTA-G(s) and linked Purchase Orders awarded in connection
with this Solicitation Document. By signing the Bid Form, each Bidder is deemed to have confirmed its
acceptance of the UNICEF General Terms and Conditions (Goods). The Bidder understands that if it
proposes any amendments or additional terms to the UNICEF General Terms and Conditions (Goods),
these must be clearly detailed in the Bid and may negatively affect the evaluation of the Bid.

3. Inspection

3.1 Each Bidder will permit UNICEF, either itself or through a designated representative entity, to have
access to the facilities where the products offered are manufactured, at all reasonable times to inspect the
manufacturing site and processes for the production, quality control, quality assurance and packing of
the products. The Bidder will provide reasonable assistance to the representatives for such appraisal,
including copies of any documentation (including, but not limited to, test results or quality control
reports) as may be necessary. The inspection may be carried out in conjunction with the appropriate
national authority. Failure to do so may result in the rejection of the Bid.

4. Rights of UNICEF

4.1 UNICEF reserves the following rights:

(a) to accept any Bid, in whole or in part; to reject any or all Bids; or to cancel this solicitation process in
its entirety;

(b) to verify any information contained in Bidder's response (and the Bidder will provide UNICEF with
its reasonable cooperation with such verification).

(c) to invalidate any Bid received from a Bidder that, in UNICEF's sole opinion has previously failed to
perform satisfactorily or complete contracts or Purchase Orders on time, or UNICEF believes is not in a
position to perform the LTA-G;

(d) to invalidate any Bid that, in UNICEF's sole opinion, fails to meet the requirements and instructions
stated in this Solicitation Document.

(e) to withdraw an award to a Bidder at any time up until an LTA-G has been signed with such Bidder.
UNICEF is not required to provide any justification, but will give notice prior to any such withdrawal of
award.

4.2 UNICEF is not liable to any Bidder for any costs, expense or loss incurred or suffered by such
Bidder in connection with this Solicitation Document or solicitation process, including, but not limited
to, any costs, expense or loss incurred as result of UNICEF exercising any of its rights in paragraph 4.1
above.

PART IV - REQUIREMENTS
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1. Prices and Discounts

1.1 Prices. The prices include the cost of packaging and packing the goods in accordance with the
requirements set out on the UNICEF Supply website
(https://www.unicef.org/supply/technical-specifications-packing-packaging-and-labelling. The price
also includes delivery in accordance with the applicable INCOTERM.

Notwithstanding any agreed discounts (as per paragraph 1.4 below), prices offered by bidders, shall
constitute maximum ceiling prices and shall remain fixed for the duration of the LTA-G.

1.2 Payment Terms. Invoices may be issued to UNICEF only after the delivery terms of the Purchase
Order (as issued in accordance with the provisions of the LTA-G) have been fulfilled. The standard
terms of payment are net 30 days, after receipt of invoice. Payment will be effected by bank transfer in
the currency of the Purchase Order.

1.3 Currency.
(a) Bidders are requested to provide unit prices in USD. UNICEF will reject any Bids submitted in
another currency.
(b) If the above paragraph (a) explicitly permits two or more specified currencies for the Bids, then for
evaluation purposes only, offers submitted in a currency other than US Dollars will be converted into US
Dollars using the United Nations rate of exchange in effect on the submission deadline date.

1.4 Discounts. Bidders are requested to advise as to:

(a) Quantity / volume discounts, in form of large quantity / volume discounts and staircase pricing (i.e.
varying prices according to different quantities procured);

(b) Cumulative quantity / volume discount levels, i.e. discounts that increase as the cumulative order
value/volume increases throughout the validity of the LTA-G;

(c) Early payment discounts, i.e. payment within a specified period of time faster than UNICEF's
standard payment term of 30 days net;

(d) Trade discounts;

(e) Any other unconditional discounts.

In the event that the successful bidder is able to offer UNICEF discounted price(s), the unit prices shall
be reduced for the specific affected Purchase Orders.

1.5 Taxes.

Article II, Section 7, of the Convention on the Privileges and Immunities provides, inter alia, that the
United Nations, including UNICEF as a subsidiary organ, is exempt from all direct taxes, except charges
for public utility services, and is exempt from customs restrictions, duties, and charges of a similar
nature in respect of articles imported or exported for its official use. All prices/rates quoted in the Bid
must be net of any direct taxes and any other taxes and duties, unless otherwise specified in this
Solicitation Document.

2. Implementation

2.1 Sub-contractors. Bidders must identify in their Bid, any products which may be offered by
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themselves, but originate from another supplier and/or country. All sub-contracting arrangements will be
reviewed by UNICEF as part of its evaluation of the Bid.

2.2 Joint Ventures. The description of the organization of the joint venture/consortium/association must
clearly define the expected role of each of the entities in the joint venture in delivering the requirements
of this Solicitation Document, both in the Bid and the Joint Venture Agreement. All entities that
comprise the joint venture will be subject to the eligibility and qualification assessment by UNICEF.

Where a joint venture is presenting its track record and experience in a similar undertaking as those
required in this Solicitation Document, it should present such information in the following manner:

(i) Those that were undertaken together by the joint venture; and

(ii) Those that were undertaken by the individual entities of the joint venture expected to be involved in
the performance of the activities defined in this Solicitation Document.

Previous contracts or Purchase Orders completed by individual experts working privately but who are
permanently or were temporarily associated with any of the member firms cannot be claimed as the
experience of the joint venture or those of its members, but should only be claimed by the individual
experts themselves in their presentation of their individual credentials.

3. Delivery

3.1 Incoterms.

Bidders are requested to quote prices in accordance with the following delivery terms (INCOTERMS
2010): Delivery at Place - for example,
DAP named place - Delivered at Place to all over Pakistan
FCA - FCA named airport/seaport SPECIFY NAME OF AIRPORT/SEAPORT]

Failure to quote in accordance with the requested INCOTERMS may result in invalidation of the Bid.

3.2 Deliveries will be made in accordance with instructions in UNICEF's Purchase Orders (as issued in
accordance with the provisions of the LTA-G). Bidders will indicate the realistic lead-time for delivery
for each item offered (subject to quantities). "Delivery lead-time" is the period from the date of receipt
of a Purchase Order by the Supplier to the date of delivery of the goods in accordance with the
applicable delivery term and instructions specified in the relevant Purchase Order (as issued in
accordance with the provisions of the LTA-G) and includes the period for manufacturing and packing
the products, pre-delivery inspection (if applicable), obtaining any necessary regulatory authority
approvals or licenses, shipping, and provision of all documentation required in connection with such
delivery.

3.3 UNICEF will monitor and measure the performance of the successful Bidder, in comparison with the
realistic lead-time indicated in its Bid.

4. Shelf Life and Warranty

4.1 Shelf life and Useable Lifespan. The Bidder will clearly state the minimum shelf life at time of
dispatch for all pharmaceutical products or other perishable goods. For all other products, the Bidder
will clearly state (as applicable) the usable lifespan (i.e. the recommended useage period).

4.2 Packing, Packaging and Labeling. All goods must meet the requirements for packing, packaging,
packing list and labelling of the goods set out on the UNICEF Supply Website
(https://www.unicef.org/supply/technical-specifications-packing-packaging-and-labelling) and the
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additional requirements (if any) for packing, packaging, packing list and labelling set out in this
Solicitation Document. This includes those requirements that apply to dangerous goods.

4.3 Warranty. The Bidder's warranty for the goods (including packaging) offered in its Bid will meet
each of the following minimum criteria:

(a) The goods conform to the quality, quantity and specifications for the goods stated in the LTA-G and
linked Purchase Order (including, in the case of perishable or pharmaceutical products, the shelf life
specified in the LTA-G and linked Purchase Order);

(b) The goods conform in all respects to the technical documentation provided by the Bidder in respect
of such goods and, if samples were provided to UNICEF prior to entering into the LTA-G, the goods are
equal and comparable in all respects to such samples;

(c) The goods are new and factory-packed;

(d) The goods are fit for the purposes for which such goods are ordinarily used and any purposes
expressly made known to the Bidder by UNICEF;

(e) The goods are free from defects in design, manufacture, workmanship and materials;

(f) The goods are free from all liens, encumbrances or other third party claims;

(g) The goods are contained or packaged in accordance with the standards of export packaging for the
type and quantities of the goods specified in the LTA-G and linked Purchase Order, and for the modes of
transport of the goods specified in the LTA-G and linked Purchase Order (including but not limited to, in
a manner adequate to protect them in such modes of transport), and marked in a proper manner in
accordance with the instructions stipulated in the LTA-G and linked Purchase Order and applicable law.

4.4 Warranty Period. The Bidder will clearly state the period of validity of the warranty, including the
start date of the warranty period. For all pharmaceutical products or other perishable goods, the period of
validity of the warranty must not be less than the shelf life of the goods.

4.5 Assignment of Manufacturer Warranties. If the Bidder is not the original manufacturer of the goods
or any part of the goods, the Bidder will be expected to assign to UNICEF (or, at UNICEF's instructions,
the Government or other entity that receives the goods) all manufacturers' warranties in addition to any
other warranties specified in the LTA-G and linked Purchase Order.

4.6 Extension of Warranty to Partners. The Bidder should note that the warranties are expected to be
made to UNICEF and to extend to (a) each entity that makes a direct financial contribution to UNICEF
for the purchase of goods; and (b) each Government or other entity that receives the goods.

5. Other Goods Requirements

5.1 Country of Origin. Items produced in countries other than that of the Bidder must be indicated,
stating the country of origin. Bidders may be required to submit a Certificate of Origin of Goods issued
by the Chamber of Commerce or other equivalent authority.

5.2 Samples. UNICEF reserves the right to request free, non-returnable samples for evaluation and
testing by UNICEF, or its representative, of the item and/or of the packing and packaging, prior to any
award.

If samples are requested:

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- Samples will be subject to technical review and laboratory testing and analysis where appropriate.

- Samples must correspond 100% to the product(s) being offered.

- Samples must include the manufacturer's packaging and labeling.

- In the event that the bid is successful, samples will be retained by UNICEF for comparison checking
purposes against deliveries subsequently made.

- Samples should be labelled with the UNICEF Solicitation Document number, goods specifications as
detailed in this Solicitation Document, Bidder's product reference and Bidder's name and address.
UNICEF reserves the right to reject samples that are not labeled as requested.

- Failure to provide samples in accordance with the instructions requested under this paragraph 5.2 may
result in invalidation of the Bid.

5.3 Alternative Products. If you have alternative product(s) that fulfill the same function or offer better
performance in terms of quality, cost-effectiveness, environmental impact etc please include them in
your Bid in addition to the offer for items specified in the schedules to this Solicitation Document.
Please note that if these alternative products are deemed by UNICEF to be a viable alternative to the
items specified in the schedules to this Solicitation Document, then, pending technical evaluation, we
may issue a separate tender for the purpose of establishing agreements for such products.

IMPORTANT: If you have alternative product(s) to offer, please clearly indicate the advantages over the
items detailed in the schedules to this Solicitation Document. Do not send a Bid only for an alternative
product, i.e. the offer for an alternative product should be included as a separate part of the Bid for the
items requested in this Solicitation Document. Do not send any samples for alternative products.

5.4 Packing, Packaging, Packing List, Labelling and Dangerous Goods Instructions. The Bidder will
comply with the requirements for packing, packaging, packing list and labelling of goods set out on the
UNICEF Supply Website
(https://www.unicef.org/supply/technical-specifications-packing-packaging-and-labelling) and the
additional requirements (if any) for packing, packaging, packing list, labelling set out below in this
Solicitation Document. This includes those requirements that apply to dangerous goods. The
classification of goods (including packaging) as "dangerous goods" is a supplier responsibility and must
be communicated to UNICEF when submitting the Bid. For any goods (including packaging) classified
as dangerous goods, Bidders must submit all relevant Material Safety Data Sheets indicating accurate
classification for transport purposes, storage, labeling and shipping requirements when submitting the
Bid.

[The following special requirements for packing, packaging, packing list and labelling apply to this
Solicitation Document: INSERT ANY SPECIAL REQUIREMENTS]

6. Liquidated Damages

6.1 Any LTA-G awarded in connection with this Solicitation Document will include the following
clause on liquidated damages:

"In addition to, and without prejudice to any of the other rights and remedies of UNICEF, if the Supplier
fails to deliver the Goods under any Purchase Order in accordance with the stated time for delivery, or if
UNICEF exercises its right to reject Goods that do not conform to the requirements in this LTA-G and
the relevant Purchase Order, UNICEF may claim liquidated damages from the Supplier and, at
UNICEF's option, the Supplier will pay such liquidated damages to UNICEF or UNICEF will deduct
such liquidated damages from the Supplier's invoice(s). Such liquidated damages will be calculated as
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follows: one half of one per cent (0.5%) of the Price of such Goods for each day of delay, until delivery
of conforming Goods, up to a maximum of ten per cent (10%) of the value of the relevant Purchase
Order. The payment or deduction of such liquidated damages will not relieve the Supplier from any of
its other obligations or liabilities pursuant to this LTA-G and the relevant Purchase Order".

PART V - BIDDER REPRESENTATIONS

1. Price - Most Favoured Customer

1.1 The Bidder confirms that the prices with respect to the goods specified in the Bid are the most
favourable prices available to any customer of the Bidder (or any of the Bidder's affiliates).

1.2 If at any time during the term of the LTA-G resulting from the Bid any other customer of the
Bidder's (or of any of the Bidder's affiliates) obtains more favourable pricing terms than those provided
to UNICEF, the Bidder will retroactively adjust the price(s) and related pricing terms under the LTA-G
and in the relevant Purchase Order(s) to conform to the more favourable terms and the Bidder will
promptly pay UNICEF any amounts owing to UNICEF as a result of such retroactive price adjustment.

2. General Representations

By submitting its Bid in response to this Solicitation Document, the Bidder confirms to UNICEF as at
the Submission Deadline:

2.1 The Bidder has (a) the full authority and power to submit the Bid and to enter into any resulting
LTA-G and linked Purchase Order(s), and (b) all rights, licenses, authority and resources necessary, as
applicable, to develop, source, manufacture and supply the goods and to perform its other obligations
under any resulting LTA-G and linked Purchase Order(s). The Bidder has not and will not enter into any
agreement or arrangement that restrains or restricts any person's rights to use, sell, dispose of or
otherwise deal with the goods.

2.2 All of the information it has provided to UNICEF concerning the goods and the Bidder is true,
correct, accurate and not misleading.

2.3 The Bidder is financially solvent and is able to supply the goods to UNICEF in accordance with the
requirements described in this Solicitation Document.

2.4 The use or supply of the goods does not and will not infringe any patent, design, trade-name or
trade-mark.

2.5 The development, manufacture and supply of the goods has complied, does comply, and will comply
with all applicable laws, rules and regulations.

2.6 The Bidder will fulfill its commitments with the fullest regard to the interests of UNICEF and will
refrain from any action which may adversely affect UNICEF or the United Nations.

2.7 It has the personnel, experience, qualifications, facilities, financial resources and all other skills and
resources to perform its obligations under any resulting LTA-G and linked Purchase Order(s).

2.8 The Bidder agrees to be bound by the decisions of UNICEF, including but not limited to, decisions
as to whether the Bidder's Bid meets the requirements and instructions stated in this Solicitation
Document and the results of the evaluation process.

3. Ethical Standards
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UNICEF requires that all Bidders observe the highest standard of ethics during the entire solicitation
process, as well as the duration of any LTA-G that may be awarded as a result of this solicitation
process. UNICEF also actively promotes the adoption by its suppliers of robust policies for the
protection and safeguarding of children and the prevention and prohibiting of sexual exploitation and
sexual abuse.

By submitting its Bid in response to this Solicitation Document, the Bidder makes the following
representations and warranties to UNICEF as at the Submission Deadline:

3.1 In respect of all aspects of the solicitation process the Bidder has disclosed to UNICEF any situation
that may constitute an actual or potential conflict of interest or could reasonably be perceived as a
conflict of interest. In particular, the Bidder has disclosed to UNICEF if it or any of its affiliates is, or
has been in the past, engaged by UNICEF to provide services for the preparation of the design,
specifications, cost analysis/estimation, and other documents to be used for the procurement of the goods
requested under this Solicitation Document; or if it or any of its affiliates has been involved in the
preparation and/or design of the programme/project related to the goods requested under this Solicitation
Document.

3.2 The Bidder has not unduly obtained, or attempted to obtain, any confidential information in
connection with the solicitation process and any LTA-G and linked Purchase Order(s) that may be
awarded as a result of this solicitation process.

3.3 No official of UNICEF or of any United Nations System organisation has received from or on behalf
of the Bidder, or will be offered by or on behalf of the Bidder, any direct or indirect benefit in
connection with this Solicitation Document including the award of the LTA-G and linked Purchase
Order(s) to the Bidder. Such direct or indirect benefit includes, but is not limited to, any gifts, favours or
hospitality.

3.4 The following requirements with regard to former UNICEF officials have been complied with and
will be complied with:

(a) During the one (1) year period after an official has separated from UNICEF, the Bidder may not
make a direct or indirect offer of employment to that former UNICEF official if that former UNICEF
official was, during the three years prior to separating from UNICEF, involved in any aspect of a
UNICEF procurement process in which the Bidder has participated.

(b) During the two (2) year period after an official has separated from UNICEF, that former official may
not, directly or indirectly on behalf of the Bidder, communicate with UNICEF, or present to UNICEF,
about any matters that were within such former official's responsibilities while at UNICEF.

3.5 Neither the Bidder nor any of its affiliates, or personnel or directors, is subject to any sanction or
temporary suspension imposed by any United Nations System organisation or other international
inter-governmental organisation. The Bidder will immediately disclose to UNICEF if it or any of its
affiliates, or personnel or directors, becomes subject to any such sanction or temporary suspension
during the term of the LTA-G. If the Bidder or any of its affiliates, or personnel or directors becomes
subject to any such sanction or temporary suspension during the term of the LTA-G, UNICEF will be
entitled to suspend the LTA-G and linked Purchase Order(s) for a period of time up to thirty (30) days or
terminate the LTA-G and linked Purchase Order(s), at its sole choice, with immediate effect upon
delivery of a written notice of suspension or termination, as the case may be, to the Bidder. If UNICEF
choses to suspend the LTA-G and linked Purchase Order(s) it will be entitled to terminate the LTA-G
and linked Purchase Order(s) at the end of the thirty (30) days' suspension at UNICEF's sole choice.

3.6 The Bidder will (a) observe the highest standard of ethics; (b) use its best efforts to protect UNICEF
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against fraud, in the solicitation process and in the performance of any resulting LTA-G and linked
Purchase Order(s); and (c) comply with the applicable provisions of UNICEF's Policy Prohibiting and
Combatting Fraud and Corruption which can be accessed on the UNICEF website at
https://www.unicef.org/supply/resources/procurement-policies. In particular, the Bidder will not engage,
and will ensure that its personnel, agents and sub-contractors do not engage, in any corrupt, fraudulent,
coercive, collusive or obstructive conduct as such terms are defined in UNICEF's Policy Prohibiting and
Combatting Fraud and Corruption.

3.7 The Bidder will comply with all laws, ordinances, rules and regulations bearing upon its
participation in this solicitation and the UN Supplier Code of Conduct (available at the United Nations
Global Marketplace website - www.ungm.org).

3.8 Neither the Bidder nor any of its affiliates, is engaged, directly or indirectly, (a) in any practice
inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32,
or the International Labour Organisation's Convention Concerning the Prohibition and Immediate Action
for the Elimination of the Worst Forms of Child Labour, No. 182 (1999); or (b) in the manufacture, sale,
distribution, or use of anti-personnel mines or components utilised in the manufacture of anti-personnel
mines.

3.9 The Bidder has taken and will take all appropriate measures to prevent sexual exploitation or abuse
of anyone by its personnel including its employees or any persons engaged by the Bidder to perform any
services in the Bidder's participation in this solicitation. For these purposes, sexual activity with any
person less than eighteen years of age, regardless of any laws relating to consent, will constitute the
sexual exploitation and abuse of such person. The Bidder has taken and will take all appropriate
measures to prohibit its personnel including its employees or other persons engaged by the Bidder, from
exchanging any money, goods, services, or other things of value, for sexual favours or activities or from
engaging in any sexual activities that are exploitive or degrading to any person.

3.10 The Bidder confirms that it has read UNICEF's Policy on Conduct Promoting the Protection and
Safeguarding of Children. The Bidder will ensure that its Personnel understand the notification
requirements expected of them and will establish and maintain appropriate measures to promote
compliance with such requirements. The Bidder will further cooperate with UNICEF's implementation
of this Policy.

3.11 The Bidder will inform UNICEF as soon as it becomes aware of any incident or report that is
inconsistent with the undertakings and confirmations provided in this Article 3.

3.12 Each of the provisions in Article 3 of this Part V constitutes an essential condition of participation
in this solicitation process. In the event of a breach of any of these provisions, UNICEF is entitled to
disqualify the Bidder from this solicitation process and/or any other solicitation process, and to terminate
any LTA-G and linked Purchase Order(s) that may have been awarded as a result of this solicitation
process, immediately upon notice to the Bidder, without any liability for termination charges or any
liability of any kind. In addition, the Bidder may be precluded from doing business with UNICEF and
any other entity of the United Nations System in the future.

4. Audit

4.1 From time to time, UNICEF may conduct audits or investigations relating to any aspect of an LTA-G
and/or linked Purchase Order awarded in relation to this Solicitation Document, including but not
limited to the award of the LTA-G and/or linked Purchase Order and the Bidder's compliance with the
provisions of Article 3 above. The Bidder will provide its full and timely cooperation with any such
audits or investigations, including (but not limited to) making its personnel and any relevant data and
documentation available for the purposes of such audits or investigations, at reasonable times and on
reasonable conditions, and granting UNICEF and those undertaking such audits or investigations access
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to the Bidder's premises at reasonable times and on reasonable conditions in connection with making its
personnel and any relevant data and documentation available. The Bidder will require its
sub-contractors and its agents to provide reasonable cooperation with any audits or investigations carried
out by UNICEF.

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SPECIAL NOTES

Due to rapid fluctuation of the local currency, please quote prince in United states Dollar (USD).
However, the purchase order will be issued in local currency by using the prevailing monthly UN
Exchange Rate at the time of issuing PO. Current and historical Exchange rate can be accessed on
below link to UN treasury website. The payment will be made based on the unit price fixed in the
Purchase Order.
(https://treasury.un.org/operationalrates/OperationalRates.php)

The exchange rate is fixed twice a month taking into consideration the average exchange rate in
Pakistan.

1. Submission of Offers via the UNICEF e-submission portal

This tender is a part of UNICEF's e-submission so all offers must be submitted online through the
UNICEF e-submissions system accessible via www.ungm.org. As such, please ignore any standard
instructions in this solicitation document concerning the submission of offers by email, fax or sealed
envelope.

2. Questions from Bidders

As this tender is part of UNICEF's e-submission pilot, all questions from Bidders are expected to be
submitted via the 'Correspondence' tab in the UNICEF e-submission system rather than by email or
letter. As such, please ignore any standard instructions in this solicitation document regarding sending
questions by email or post.
Bidders are required to keep all questions as clear and concise as possible.

Bidders are also expected to immediately notify UNICEF in writing of any ambiguities, errors,
omissions, discrepancies, inconsistencies, or other faults in any part of the Solicitation Document or the
notice on the UNICEF e-submission system, providing full details. Bidders will not benefit from such
ambiguities, errors, omissions, discrepancies, inconsistencies, or other faults.

UNICEF will compile the questions received. UNICEF may, at its discretion, at once copy any
anonymized question and make its reply available to all Bidders in the UNICEF e-submission system
and/or respond to the question at any bid conference. After any such bid conference, further
clarifications may be prepared and made available on the UNICEF e-submission system.

3. Acknowledgement of receipt of Solicitation Document.

Finally in relation to this e-submission pilot, the UNICEF e-tendering system contains an opt in/opt out
function to confirm whether you are intending to submit an Offer or not. Please make use of this
function. As such, please ignore any standard instructions in this solicitation document about
acknowledging receipt of this solicitation document by post or email.

4. Validity of bids; Bid is valid for 120 days, however if you are successful and interested to receive
orders in future, please indicate the maximum validity date.______________

5. UNICEF will not pay any cost related to samples.

6. Set Packing: Each item in the original packing to be packed inside the
truck or carton (to be decided later). The packing should be strong enough to avoid damage during
transportation.

7. GST to clearly mention in the offer if this is included and not included.

8. The offers received are jointly reviewed by a Committee and not an individual for making the final
decision.
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9. Bidder should submit only one sample of each item by COB 08.04.2024 as per mentioned address
below, however bid submission date is also 08.04.2024 17:00 Hrs.

Islamabad Office
United Nations Children’s Fund | Pakistan Country Office
Street 5, Diplomatic Enclave, Sector G-5
Attention: Supply Section

Samples received after submission deadline will not consider for evaluation Process.

10. Supplier to submit only one copy of sample.

11. Suppliers are requested to submit their financial proposals using the provided financial template and
to submit the Excel format as well for better understanding and analysis.

12. MINIMUM BIDDER REQUIREMENTS/ ADMINISTRATIVE DOCUMENTS

Bidders are invited to submit proposals in line with these requirements. All documents should be
arranged in this order.

1. Evidence of company registration.

2. Evidence of registration with the United Nations Global Marketplace
(UNGM), Level one, provide UNGM number)
3. Bidders in joint ventures should provide a letter duly notarized by the
notary service.
4. Evidence of Three years duly audited accounts (2019, 2020 & and 2021)
5. Provide Office address. Location and warehouse if any.
6. That the bidder is neither in receivership nor a subject of
insolvency/bankruptcy/winding up proceedings.
7. That none of the bidder’s Directors has ever been convicted in any country
for any criminal offence relating to fraud or financial impropriety or criminal misrepresentation or
falsification of facts relating to any matter.
8. That the bidder has never been blacklisted/debarred in any company.
9. 5 references in the past 3 years, working with UN/ NGO in same area will
be an added advantage.

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INSTRUCTION TO BIDDERS
1. MARKING AND RETURNING BIDS
2. OPENING OF BIDS
1.1 Bids shall be submitted in the manner specified earlier in
this solicitation document. Detailed submission guidance at 2.1 Bids received prior to the stated closing time and date will
paragraphs 1.5, 1.6 and/or 1.7 should then be followed be kept unopened. UNICEF will open Bids when the specified
accordingly. time has arrived and no Bid received thereafter will be
considered.
1.2 The Bid Form/Invitation to Bid for Services Form must be
signed, and submitted together with the Bid. The Bid Form/ 2.2 UNICEF will accept no responsibility for the premature
Invitation to Bid for Services Form should be signed by the opening of a Bid which is not properly addressed or identified.
duly authorized representative of the submitting company.
2.3 Bidders, or their authorized representative, may attend the
1.3 Bids must be clearly marked with the ITB(S) number and public opening of the Bid at the time, date and location
the name of the company submitting the bid. specified. Bidders should note that the Bid Opening is the only
time and place where information related to pricing from
1.4 Bidders should note that Bids received in the following competitors is available.
manner will be invalidated:
3. UNGM REGISTRATION
a) with incorrect (as applicable) postal address, email address
or fax number; 3.1 UNICEF is part of the United Nations Global
b) received after the stipulated closing time and date; Marketplace(UNGM). Accordingly, all bidders are encouraged
c) failure to quote in the currency(ies) stated in the ITB(S); to become a UNICEF vendor by creating a vendor profile in the
d) in a different form than prescribed in the ITB(S). UNGM website: www.ungm.org
1.5 Sealed bids (as applicable) 4. AWARD NOTIFICATION
1.5.1 See paragraph 1.1 above concerning applicability of this 4.1 UNICEF reserves the right to make a public notification of
paragraph. the outcome of an ITB(S) advising product/service, awarded
supplier and total value of award.
1.5.2 The Bid must be sent for the attention of the unit and
address as specified in this solicitation document. Bids not sent
in this manner will be disqualified.
1.5.3 Sealed bids (1 original and 2 copies) must be securely
closed in a suitable envelope (marked with the ITB(S) number
and the name of the company submitting the bid) and
dispatched to arrive at the UNICEF office indicated no later
than the closing time and date. Bids received in any other
manner will be invalidated.
1.5.4 Any delays encountered in the mail delivery will be at the
risk of the Bidder.
1.5.5 In case of any discrepancies between the original bid and
a copy, the original will prevail.
1.6 Faxed bids (as applicable)
1.6.1 See paragraph 1.1 above concerning applicability of this
paragraph.
1.6.2 Faxed bids must be returned to the ONLY
ACCEPTABLE FAX NUMBER for Bids as specified in this
solicitation document. Bidders should note that Bids received
at any other fax number will be invalidated.
1.7 E-mailed bids (as applicable)
1.7.1 See paragraph 1.1 above concerning applicability of this
paragraph.
1.7.2 All e-mailed Bids must be submitted to the ONLY
ACCEPTABLE E-MAIL ADDRESS as specified in this
solicitation document. No other recipient should be "Cc" or
"Bcc" in the e-mail submission. Bids received in any other
manner will be invalidated.
1.7.3 All Bids submitted by e-mail must be submitted as email
attachments. Email links (e.g. to documents to be downloaded
from cloud based folders) are not acceptable unless otherwise
specifically requested. Bids submitted as a link or through a
link will be invalidated.
________________________________________________________________________________________
INVITATION TO BID Page 26 of 31 LITB-2024-9189112
_____________________________________________________________
ANNEX A
GENERAL TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS OF CONTRACT (Goods) any other provision of the Contract.

Definitions and UNICEF Supply Website 2.3 The Supplier acknowledges that UNICEF may monitor the Supplier's performance under the
Contract. The Supplier agrees to provide its full cooperation with such performance monitoring, at no
1.1 In these General Terms and Conditions (Goods), the following terms have the following meaning: additional cost or expense to UNICEF, and provide relevant information as reasonably requested by
UNICEF, including, but not limited to, the date of receipt of the Contract, detailed delivery status, costs
"Affiliates" means, with respect to the Supplier, any of its corporate affiliates or associates, including to be charged and payments made by UNICEF or pending.
parent entities, subsidiaries, and other entities in which it owns a substantial interest.
Inspection
"Confidential Information" means information or data that is designated as confidential at the time of
exchange between the Parties or promptly identified as confidential in writing when furnished in 2.4 UNICEF or the Consignee (if different from UNICEF) will have a reasonable time to inspect the
intangible form or disclosed orally, and includes information, the confidential or proprietary nature of Goods after delivery. At UNICEF's request, the Supplier will provide its reasonable cooperation to
which is or should be reasonably apparent from the inherent nature, quality or characteristics of such UNICEF or the Consignee with regard to such inspection, including but not limited to access to
information. production data, at no charge. The Supplier acknowledges that any inspection of the Goods by or on
behalf of UNICEF or the Consignee does not constitute a determination that the specifications for the
"Consignee" means the consignee designated in the Contract. Goods set out in the Contract (including the mandatory technical requirements) have or have not been
met. The Supplier will be required to comply with its warranty and other contractual obligations whether
"Contract" means the purchase contract that incorporates these General Terms and Conditions (Goods). It or not UNICEF or the Consignee carries out an inspection of the Goods.
includes purchase orders issued by UNICEF, whether or not they are issued under a long-term
arrangement or similar contract. Delivery not Acceptance; Consequences of Delayed Delivery and Non-conforming Goods

"Goods" means the goods specified in the relevant section of the Contract. 2.5 If the Supplier determines it will be unable to deliver all or some of the Goods to the Consignee by
the delivery date(s) stipulated in the Contract, the Supplier will (a) immediately consult with UNICEF to
"Host Government" means a Government with which UNICEF has a programme of development determine the most expeditious means for delivering the Goods; and (b) use an expedited means of
cooperation, and includes a Government of a country in which UNICEF provides humanitarian delivery, at the Supplier's cost (unless the delay is due to force majeure as defined in Article 6.7 below), if
assistance. reasonably requested by UNICEF to do so. Partial deliveries of Goods will not be accepted unless prior
written approval for such partial delivery has been given by UNICEF to the Supplier.
"INCOTERMS" means the international commercial terms known as the INCOTERMS rules, issued by
the International Chamber of Commerce, most-recently issued at the effective date of the Contract. 2.6 Delivery of the Goods will not constitute acceptance of the Goods. If some or all of the Goods do
References in the Contract to trade terms (such as "FCA", "DAP" and "CIP") are references to those terms not conform to the requirements of the Contract or if the Supplier delivers the Goods late or fails to
as defined by the INCOTERMS. deliver the Goods (or any part of the Goods) in accordance with the agreed delivery dates and delivery
terms and instructions, UNICEF may, without prejudice to any of its other rights and remedies, exercise
"Parties" means the Contractor and UNICEF together and a "Party" means each of the Contractor and one or more of the following rights under the Contract at UNICEF's option:
UNICEF.
(a) UNICEF can reject and refuse to accept any or all of the Goods (including those that do conform to
Supplier's "Personnel" means the Supplier's officials, employees, agents, individual sub-contractors and the Contract). If UNICEF rejects the Goods, the Supplier will, at its own cost, arrange for the prompt
other representatives. return of the rejected Goods and, at UNICEF's option, the Supplier will promptly replace the rejected
Goods with Goods of equal or better quality (and will be responsible for all costs related to such
"Price" is defined in Article 3.1. replacement) or UNICEF may exercise its other rights set out below;

"Supplier" is the supplier named in the Contract. (b) UNICEF may procure all or part of the Goods from other sources, in which case the Supplier will
be responsible for any additional costs beyond the balance of the Price for such Goods;
"UNICEF Supply Website" means UNICEF's public access webpage available at
http://www.unicef.org/supply/index_procurement_policies.html, as may be updated from time to time. (c) Upon UNICEF's demand, the Supplier will refund all payments (if any) made by UNICEF in respect
of the rejected Goods or the Goods that have not been delivered in accordance with the delivery dates and
1.2 These General Terms and Conditions of Contract, UNICEF's Policy Prohibiting and Combatting delivery terms;
Fraud and Corruption, the UNICEF's Policy on Conduct Promoting the Protection and Safeguarding of
Children, the UN Supplier Code of Conduct, and UNICEF's Information Disclosure Policy referred to in (d) UNICEF can give written notice of breach and, if the Supplier fails to remedy the breach, can
the Contract, as well as other policies applicable to the Supplier, are publicly available on the UNICEF terminate the Contract in accordance with Article 6.1 below;
Supply Website. The Supplier represents that it has reviewed all such policies as of the effective date of
the Contract. (e) UNICEF can require the Supplier to pay liquidated damages as set out in the Contract.

2. Delivery; Inspection; Risk of Loss 2.7 Further to Article 11.6 below, the Supplier expressly acknowledges that if, in respect of any
consignment, UNICEF takes delivery of all or some of the Goods that have been delivered late or
2.1 The Supplier will deliver the Goods to the Consignee at the place and within the time period for otherwise not in full compliance with the delivery terms and instructions or that are not in full conformity
delivery stated in the Contract. The Supplier will comply with the INCOTERM or similar trade term with the requirements of the Contract, this does not constitute a waiver of UNICEF's rights in respect of
expressly stated in the Contract as applying to the Goods to be supplied under the Contract and all other such late delivery or non-compliant Goods.
delivery terms and instructions stated in the Contract. Notwithstanding any INCOTERM, the Supplier
will obtain any export licences required for the Goods. The Supplier will ensure that UNICEF receives all Risk of Loss; Title to Goods
necessary transport documents in a timely manner so as to enable UNICEF to take delivery of the Goods
in accordance with therequirements of the Contract. The Supplier will neither seek nor accep t 2.8 Risk of loss, damage to or destruction of Goods supplied under the Contract, and responsibility for
instructions from any entity other than UNICEF (or entities authorized by UNICEF to give instructions to arranging and paying for freight and insurance, will be governed by the INCOTERM or similar trade term
the Supplier) in connection with the supply and delivery of the Goods. expressly stated in the Contract as applying to the Goods supplied under the Contract and any other
express terms of the Contract. In the absence of any such INCOTERM or similar trade term or other
2.2 The Supplier will use its best efforts to accommodate reasonable requests for changes (if any) to the express terms, the following provisions will apply: (a) the entire risk of loss, damage to or destruction of
requirements for the Goods (such as packaging, packing and labeling requirements), shipping instructions the Goods will be borne exclusively by the Supplier until physical delivery of the Goods to the Consignee
or delivery date of the Goods set out in the Contract. If UNICEF requests any material change to the has been completed in accordance with the Contract; and (b) the Supplier will be solely liable for making
requirements for the Goods, shipping instructions or delivery date, UNICEF and the Supplier will all transport arrangements and for payment of freight and insurance costs for the shipment and delivery of
negotiate any necessary changes to the Contract, including as to Price and the time schedule. Any such the Goods in accordance with the requirements of the Contract.
agreed changes will become effective only when they are set out in a written amendment to the Contract
signed by both UNICEF and the Supplier. Should the Parties fail to agree on any such changes within 2.9 Unless otherwise expressly provided in the Contract, title in and to the Goods will pass from the
thirty (30) days, UNICEF will have the option to terminate the Contract without penalty notwithstanding Supplier to the Consignee upon delivery of the Goods in accordance with the applicable delivery terms

Page 27 of 31
_____________________________________________________________
ANNEX A
GENERAL TERMS AND CONDITIONS
and acceptance of the Goods in accordance with the Contract. regardless of the reasons for such payments (including but not limited to the actions or inactions of
UNICEF staff and other personnel).
3. Price; Invoicing; Tax Exemption; Payment Terms
4. Representations and Warranties; Indemnification; Insurance
3.1 The price for the Goods is the amount specified in the price section of the Contract (the "Price"), it
being understood that such amount is specified in United States dollars unless otherwise expressly Representations and Warranties
provided for in the price section of the Contract. The Price includes the cost of packaging and packing the
Goods in accordance with the requirements of the Contract and delivery in accordance with the applicable 4.1 The Supplier represents and warrants that as of the effective date and throughout the term of the
delivery terms. The Price is inclusive of all costs, expenses, charges or fees that the Supplier may incur in Contract: (a) it has the full authority and power to enter into the Contract and to perform its obligations
connection with the performance of its obligations under the Contract; provided that, without prejudice to under the Contract and the Contract is a legal, valid and binding obligation, enforceable against it in
or limiting the provisions of Article 3.3 below, all duties and other taxes imposed by any authority or accordance with its terms; (b) it has, and will maintain throughout the term of the Contract, all rights,
entity must be separately identified. It is understood and agreed that the Supplier will not request any licenses, authority and resources necessary, as applicable, to develop, source, manufacture and supply the
change to the Price after delivery of the Goods by the Supplier and that the Price cannot be changed Goods and to perform its other obligations under the Contract; (c) all of the information concerning the
except by written agreement between the Parties before the Goods are delivered. Goods and the Supplier that it has previously provided to UNICEF, or that it provides to UNICEF during
the term of the Contract, is true, correct, accurate and not misleading; (d) it is financially solvent and is
3.2 The Supplier will issue invoices to UNICEF only after the Supplier has fulfilled the delivery terms able to supply the Goods to UNICEF in accordance with the terms and conditions of the Contract; (e) the
of the Contract. The Supplier will issue (a) one (1) invoice in respect of the payment being sought, in the use or supply of the Goods does not and will not infringe any patent, design, trade-name or trade-mark;
currency specified in the Contract and in English, indicating the Contract identification number listed on (f) it has not and will not enter into any agreement or arrangement that restrains or restricts any person's
the front page of the Contract; and (b) copies of the shipping documents and other supporting documents rights to use, sell, dispose of or otherwise deal with the Goods; and (g) the development, manufacture and
as specified in the Contract. supply of the Goods is, and will continue to be, in compliance with all applicable laws, rules and
regulations. The Supplier will fulfill its commitments with the fullest regard to the interests of UNICEF
3.3 The Supplier authorizes UNICEF to deduct from the Supplier's invoices any amount representing and will refrain from any action which may adversely affect UNICEF or the United Nations.
direct taxes (except charges for utilities services) and customs restrictions, duties and charges of a similar
nature in respect of articles imported or exported for UNICEF's official use, in accordance with the 4.2 The Supplier further represents and warrants that the Goods (including packaging): (a) conform to
exemption from tax in Article II, Section 7 of the Convention of the Privileges and Immunities of the the quality, quantity and specifications for the Goods stated in the Contract (including, in the case of
United Nations, 1946. In the event any governmental authority refuses to recognize this exemption from perishable or pharmaceutical products, the shelf life specified in the Contract); (b) conform in all respects
taxes, restrictions, duties or charges, the Supplier will immediately consult with UNICEF to determine a to the technical documentation provided by the Supplier in respect of such Goods and, if samples were
mutually acceptable procedure. The Supplier will provide full cooperation to UNICEF with regard to provided to UNICEF prior to entering into the Contract, are equal and comparable in all respects to such
securing UNICEF's exemption from, or refund of amounts paid as, value-added taxes or taxes of a similar samples; (c) are new and factory-packed; (d) are fit for the purposes for which such goods are ordinarily
nature. used and for purposes expressly made known to the Supplier by UNICEF in the Contract; (e) are of
consistent quality and free from faults and defects in design, manufacture, workmanship and materials; (f)
3.4 UNICEF will notify the Supplier of any dispute or discrepancy in the content or form of any are free from all liens, encumbrances or other third party claims; and (g) are contained or packaged in
invoice. With respect to disputes regarding only a portion of such invoice, UNICEF will pay the Supplier accordance with the standards of export packaging for the type and quantities of the Goods specified in
the amount of the undisputed portion in accordance with Article 3.5 below. UNICEF and the Supplier the Contract, and for the modes of transport of the Goods specified in the Contract (including but not
will consult in good faith to promptly resolve any dispute with respect to any invoice. Upon resolution of limited to, in a manner adequate to protect them in such modes of transport), and marked in a proper
such dispute, any amounts that have not been charged in accordance with the Contract will be deducted manner in accordance with the instructions stipulated in the Contract and applicable law.
from the invoice(s) in which they appear and UNICEF will pay any agreed remaining items in the
invoice(s) in accordance with Article 3.5 within thirty (30) days after the final resolution of such dispute. 4.3 The warranties provided in Article 4.2 will remain valid for the warranty period specified in the
Contract; provided that (a) the warranty period for pharmaceutical goods or other perishable products will
3.5 UNICEF will pay the uncontested amount of the Supplier's invoice within thirty (30) days of be no less than the shelf-life of those Goods specified in the Contract; and (b) if no warranty period or
receiving both the invoice and the shipping documents and other supporting documents, as referred to in shelf-life is specified in the Contract, the warranties will remain valid from the date the Supplier signs the
Article 3.2 above. The amount paid will reflect any discount(s) shown under the payment terms of the Contract until the day twelve (12) months after fulfillment of the delivery terms or such later date as may
Contract. The Supplier will not be entitled to interest on any late payment or any sums payable under the be prescribed by law.
Contract nor any accrued interest on payments withheld by UNICEF in connection with a dispute.
Payment will not relieve the Supplier of its obligations under the Contract. Payment will not be deemed 4.4 If the Supplier is not the original manufacturer of the Goods or any part of the Goods, the Supplier
acceptance of the Goods or waiver of any rights with regard to the Goods. assigns to UNICEF (or, at UNICEF's instructions, the Government or other entity that receives the
Goods) all manufacturers' warranties in addition to any other warranties under the Contract.
3.6 Each invoice will confirm the Supplier's bank account details provided to UNICEF as part of the
Supplier's registration process with UNICEF. All payments due to the Supplier under the Contract will be 4.5 The representations and warranties made by the Supplier in Articles 4.1 and 4.2 and the Supplier's
made by electronic funds transfer to that bank account. It is the Supplier's responsibility to ensure that the obligations in Articles 4.3 and 4.4 above are made to and are for the benefit of (a) each entity that makes
bank details supplied by it to UNICEF are up-to-date and accurate and notify UNICEF in writing by an a direct financial contribution to the purchase of Goods; and (b) each Government or other entity that
authorized representative of the Supplier of any changes in bank details together with supporting receives the Goods.
documentation satisfactory to UNICEF.
Indemnification
3.7 The Supplier acknowledges and agrees that UNICEF may withhold payment in respect of any
invoice if, in UNICEF's opinion, the Supplier has not performed in accordance with the terms and 4.6 The Supplier will indemnify, hold and save harmless and defend, at its own expense, UNICEF, its
conditions of the Contract, or if the Supplier has not provided sufficient documentation in support of the officials, employees, consultants and agents, each entity that makes a direct financial contribution to the
invoice. purchase of the Goods and each Government or other entity that receives the Goods, from and against all
suits, claims, demands, losses and liability of any nature or kind, including their costs and expenses, by a
3.8 UNICEF will have the right to set off against any amount or amounts due and payable by UNICEF third party and arising out of the acts or omissions of the Supplier or its Personnel or sub-contractors in
to the Supplier under the Contract, any payment, indebtedness or other claim (including, without the performance of the Contract. This provision will extend to but not be limited to (a) claims and
limitation, any overpayment made by UNICEF to the Supplier) owing by the Supplier to UNICEF under liability in the nature of workers' compensation; (b) product liability; and (c) any actions or claims
the Contract or under any other contract or agreement between the Parties. UNICEF will not be required pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection
to give the Supplier prior notice before exercising this right of set-off (such notice being waived by the with the Goods or other liability arising out of the use of patented inventions or devices, copyrighted
Supplier). UNICEF will promptly notify the Supplier after it has exercised such right of set-off, material or other intellectual property provided or licensed to UNICEF under the Contract or used by the
explaining the reasons for such set-off, provided however that the failure to give such notification will not Supplier, its Personnel or sub-contractors in the performance of the Contract.
affect the validity of such set-off.
4.7 UNICEF will report any such suits, proceedings, claims, demands, losses or liability to the Supplier
3.9 Each of the invoices paid by UNICEF may be subject to a post-payment audit by UNICEF's external within a reasonable period of time after having received actual notice. The Supplier will have sole control
and internal auditors or by other authorised agents of UNICEF, at any time during the term of the of the defence, settlement and compromise of any such suit, proceeding, claim or demand except with
Contract and for three (3) years after the Contract terminates. UNICEF will be entitled to a refund from respect to the assertion or defence of the privileges and immunities of UNICEF or any matter relating to
the Supplier of amounts such audit or audits determine were not in accordance with the Contract UNICEF's privileges and immunities (including matters relating to UNICEF's relations with Host

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_____________________________________________________________
ANNEX A
GENERAL TERMS AND CONDITIONS
Governments), which as between the Supplier and UNICEF, only UNICEF itself (or relevant acquired, independently of the performance of its obligations under the Contract. The Supplier grants to
governmental entities) will assert and maintain. UNICEF will have the right, at its own expense, to be UNICEF a perpetual license to use such intellectual property or other proprietary rights solely for the
represented in any such suit, proceeding, claim or demand by independent counsel of its own choosing. purposes of and in accordance with the requirements of the Contract.

Insurance (c) At UNICEF's request, the Supplier will take all necessary steps, execute all necessary documents and
generally assist in securing such proprietary rights and transferring (or, in the case, intellectual property
4.8 The Supplier will comply with the following insurance requirements: referred to in paragraph (b) above, licensing) them to UNICEF in compliance with the requirements of the
applicable law and of the Contract.
(a) The Supplier will have and maintain in effect with reputable insurers and in sufficient amounts,
insurance against all of the Supplier's risks under the Contract (including, but not limited to, the risk of Confidentiality
claims arising out of or related to the Supplier's performance of the Contract), including the following:
5.2 Confidential Information that is considered proprietary by either Party or that is delivered or
(i) Insurance against all risks in respect of its property and any equipment used for the performance of disclosed by one Party ("Discloser") to the other Party ("Recipient") during the course of performance of
the Contract; the Contract will be held in confidence by the Recipient. The Recipient will use the same care and
discretion to avoid disclosure of the Discloser's Confidential Information as the Recipient uses for its own
(ii) General liability insurance against all risks in respect of the Contract and claims arising out of the Confidential Information and will use the Discloser's Confidential Information solely for the purpose for
Contract including, but not limited to, product liability insurance, in an adequate amount to cover all which it was disclosed to the Recipient. The Recipient will not disclose the Discloser's Confidential
claims arising from or in connection with the Supplier's performance under the Contract. The Supplier's Information to any other party:
product liability insurance will cover the direct and indirect financial consequences of liability (including
all costs, including replacement costs, related to recall campaigns) sustained by UNICEF or third parties (a) except to those of its Affiliates, employees, officials, representatives, agents and sub-contractors
as a result of or relating to the Goods; who have a need to know such Confidential Information for purposes of performing obligations under the
Contract; or
(iii) All appropriate workers' compensation and employer's liability insurance, or its equivalent, with
respect to its Personnel and sub-contractors to cover claims for death, bodily injury or damage to property (b) unless the Confidential Information (i) is obtained by the Recipient from a third party without
arising from the performance of the Contract; and restriction; (ii) is disclosed by the Discloser to a third party without any obligation of confidentiality; (iii)
is known by the Recipient prior to disclosure by the Discloser; or (iv) at any time is developed by the
(iv) Such other insurance as may be agreed upon in writing between UNICEF and the Supplier. Recipient completely independently of any disclosures under the Contract.

(b) The Supplier will maintain the insurance coverage referred to in Article 4.8(a) above during the 5.3 If the Supplier receives a request for disclosure of UNICEF's Confidential Information pursuant to
term of the Contract and for a period after the Contract terminates extending to the end of any applicable any judicial or law enforcement process, before any such disclosure is made the Supplier (a) will give
limitations period with regard to claims against which the insurance is obtained. UNICEF sufficient notice of such request in order to allow UNICEF to have a reasonable opportunity to
secure the intervention of the relevant national Government to establish protective measures or take such
(c) The Supplier will be responsible to fund all amounts within any policy deductible or retention. other action as may be appropriate; and (b) will so advise the relevant authority that requested disclosure.
UNICEF may disclose the Supplier's Confidential Information to the extent required pursuant to
(d) Except with regard to the insurance referred to in paragraph (a)(iii) above, the insurance policies for resolutions or regulations of its governing bodies.
the Supplier's insurance required under this Article 4.8 will (i) name UNICEF as an additional insured;
(ii) include a waiver by the insurer of any subrogation rights against UNICEF; and (iii) provide that 5.4 The Supplier may not communicate at any time to any other person, Government or authority
UNICEF will receive thirty (30) days' written notice from the insurer prior to any cancellation or change external to UNICEF, any information known to it by reason of its association with UNICEF that has not
of coverage. been made public, except with the prior authorization of UNICEF; nor will the Supplier at any time use
such information to private advantage.
(e) The Supplier will, upon request, provide UNICEF with satisfactory evidence of the insurance
required under this Article 4.8. End of Contract

(f) Compliance with the insurance requirements of the Contract will not limit the Supplier's liability 5.5 Upon the expiry or earlier termination of the Contract, the Supplier will:
either under the Contract or otherwise.
(a) return to UNICEF all of UNICEF's Confidential Information or, at UNICEF's option, destroy all
Liability copies of such information held by the Supplier or its sub-contractors and confirm such destruction to
UNICEF in writing; and
4.9 The Supplier will pay UNICEF promptly for all loss, destruction or damage to UNICEF's property
caused by the Supplier's Personnel or sub-contractors in the performance of the Contract. (b) will transfer to UNICEF all intellectual and other proprietary information in accordance with Article
5.1(a).
5. Intellectual Property and Other Proprietary Rights; Confidentiality
6. Termination; Force Majeure
Intellectual Property and Other Proprietary Rights
Termination by Either Party for Material Breach
5.1 Unless otherwise expressly provided for in the Contract:
6.1 If one Party is in material breach of any of its obligations under the Contract, the other Party can
(a) Subject to paragraph (b) of this Article 5.1, UNICEF will be entitled to all intellectual property and give it written notice that within thirty (30) days of receiving such notice the breach must be remedied (if
other proprietary rights with regard to products, processes, inventions, ideas, know-how, data or such breach is capable of remedy). If the breaching Party does not remedy the breach within the thirty
documents and other materials ("Contract Materials") that (i) the Supplier develops for UNICEF under (30) days' period or if the breach is not capable of remedy, the non-breaching Party can terminate the
the Contract and which bear a direct relation to the Contract or (ii) are produced, prepared or collected in Contract. The termination will be effective thirty (30) days after the non-breaching Party gives the
consequence of, or during the course of, the performance of the Contract. The term "Contract Materials" breaching Party written notice of termination. The initiation of conciliation or arbitral proceedings in
includes, but is not limited to, all maps, drawings, photographs, plans, reports, recommendations, accordance with Article 9 (Privileges and Immunities; Settlement of Disputes) below will not be grounds
estimates, documents developed or received by, and all other data compiled by or received by, the for termination of the Contract.
Supplier under the Contract. The Supplier acknowledges and agrees that Contract Materials constitute
works made for hire for UNICEF. Contract Materials will be treated as UNICEF's Confidential Additional Termination Rights of UNICEF
Information and will be delivered only to authorized UNICEF officials on expiry or termination of the
Contract. 6.2 In addition to the termination rights under Article 6.1 above, UNICEF can terminate the Contract
with immediate effect upon delivery of a written notice of termination, without any liability for
(b) UNICEF will not be entitled to, and will not claim any ownership interest in, any intellectual property termination charges or any other liability of any kind:
or other proprietary rights of the Supplier that pre-existed the performance by the Supplier of its
obligations under the Contract, or that the Supplier may develop or acquire, or may have developed or (a) in the circumstances described in, and in accordance with, Article 7 (Ethical Standards); or

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_____________________________________________________________
ANNEX A
GENERAL TERMS AND CONDITIONS
make a direct or indirect offer of employment to that former UNICEF official if that former UNICEF
(b) if the Supplier breaches any of the provisions of Articles 5.2-5.4 (Confidentiality); or official was, during the three years prior to separating from UNICEF, involved in any aspect of a UNICEF
procurement process in which the Supplier has participated.
(c) if the Supplier (i) is adjudged bankrupt, or is liquidated, or becomes insolvent, or applies for a
moratorium or stay on any payment or repayment obligations, or applies to be declared insolvent; (ii) is (ii) During the two (2) year period after an official has separated from UNICEF, that former official
granted a moratorium or a stay, or is declared insolvent; (iii) makes an assignment for the benefit of one may not, directly or indirectly on behalf of the Supplier, communicate with UNICEF, or present to
or more of its creditors; (iv) has a receiver appointed on account of the insolvency of the Supplier; (v) UNICEF, about any matters that were within such former official's responsibilities while at UNICEF.
offers a settlement in lieu of bankruptcy or receivership; or (vi) has become, in UNICEF's reasonable
judgment, subject to a materially adverse change in its financial condition that threatens to substantially (c) The Supplier represents that, in respect of all aspects of the Contract (including the award of the
affect the ability of the Supplier to perform any of its obligations under the Contract. Contract by UNICEF to the Supplier and the selection and awarding of sub-contracts by the Supplier), it
has disclosed to UNICEF any situation that may constitute an actual or potential conflict of interest or
6.3 In addition to the termination rights under Articles 6.1 and 6.2 above, UNICEF can terminate the could reasonably be perceived as a conflict of interest.
Contract at any time by providing written notice to the Supplier in any case in which UNICEF's mandate
applicable to the performance of the Contract or UNICEF's funding applicable to the Contract is curtailed 7.3 The Supplier further represents and warrants that neither it nor any of its Affiliates, or Personnel or
or terminated, whether in whole or in part. UNICEF can also terminate the Contract upon sixty (60) days' directors, is subject to any sanction or temporary suspension imposed by any United Nations System
written notice to the Supplier without having to provide any justification. organisation or other international inter-governmental organisation. The Supplier will immediately
disclose to UNICEF if it or any of its Affiliates, or Personnel or directors, becomes subject to any such
6.4 As soon as it receives a notice of termination from UNICEF, the Supplier will immediately take sanction or temporary suspension during the term of the Contract.
steps to cease provision of the Goods in a prompt and orderly manner and to minimize costs and will seek
instructions from UNICEF regarding Goods in transit (if any) and will not undertake any further or 7.4 The Supplier will (a) observe the highest standard of ethics; (b) use its best efforts to protect
additional commitments as of and following the date it receives the termination notice. In addition, the UNICEF against fraud, in the performance of the Contract; and (c) comply with the applicable provisions
Supplier will take any other action that may be necessary, or that UNICEF may direct in writing, for the of UNICEF's Policy Prohibiting and Combatting Fraud and Corruption. In particular, the Supplier will not
minimization of losses and for the protection and preservation of any property (whether tangible or engage, and will ensure that its Personnel, agents and sub-contractors do not engage, in any corrupt,
intangible) related to the Contract that is in the possession of the Supplier and in which UNICEF has or fraudulent, coercive, collusive or obstructive conduct as such terms are defined in UNICEF's Policy
may be reasonably expected to acquire an interest. Prohibiting and Combatting Fraud and Corruption.

6.5 If the Contract is terminated, no payment will be due from UNICEF to the Supplier except for 7.5 The Supplier will, during the term of the Contract, comply with (a) all laws, ordinances, rules and
Goods delivered in accordance with the requirements of the Contract and only if such Goods were regulations bearing upon the performance of its obligations under the Contract and (b) the standards of
ordered, requested or otherwise provided prior to the Supplier's receipt of notice of termination from conduct required under the UN Supplier Code of Conduct (available at the United Nations Global
UNICEF or, in the case of termination by the Supplier, the effective date of such termination. The Marketplace website - www.ungm.org).
Supplier will have no claim for any further payment beyond payments in accordance with this Article 6.5,
but will remain liable to UNICEF for all loss or damages which may be suffered by UNICEF by reason of 7.6 The Supplier further represents and warrants that neither it nor any of its Affiliates, is engaged,
the Supplier's default (including but not limited to cost of the purchase and delivery of replacement or directly or indirectly, (a) in any practice inconsistent with the rights set out in the Convention on the
substitute goods). Rights of the Child, including Article 32, or the International Labour Organisation's Convention
Concerning the Prohibition and Immediate Action for the Elimination of the Worst Forms of Child
6.6 The termination rights in this Article 6 are in addition to all other rights and remedies of UNICEF Labour, No. 182 (1999); or (b) in the manufacture, sale, distribution, or use of anti-personnel mines or
under the Contract. components utilised in the manufacture of anti-personnel mines.

Force Majeure 7.7 The Supplier represents and warrants that it has taken and will take all appropriate measures to
prevent sexual exploitation or abuse of anyone by its Personnel including its employees or any persons
6.7 If one Party is rendered permanently unable, wholly or in part, by reason of force majeure to engaged by the Supplier to perform any services under the Contract. For these purposes, sexual activity
perform its obligations under the Contract, the other Party may terminate the Contract on the same terms with any person less than eighteen years of age, regardless of any laws relating to consent, will constitute
and conditions as are provided for in Article 6.1 above, except that the period of notice will be seven (7) the sexual exploitation and abuse of such person. In addition, the Supplier represents and warrants that it
days instead of thirty (30) days. "Force majeure" means any unforeseeable and irresistible events arising has taken and will take all appropriate measures to prohibit its Personnel including its employees or other
from causes beyond the control of the Parties, including acts of nature, any act of war (whether declared persons engaged by the Supplier, from exchanging any money, goods, services, or other things of value,
or not), invasion, revolution, insurrection, terrorism or other acts of a similar nature or force. "Force for sexual favours or activities or from engaging in any sexual activities that are exploitive or degrading
majeure" does not include (a) any event which is caused by the negligence or intentional action of a Party; to any person. This provision constitutes an essential term of the Contract and any breach of this
(b) any event which a diligent party could reasonably have been expected to take into account and plan representation and warranty will entitle UNICEF to terminate the Contract immediately upon notice to the
for at the time the Contract was entered into; (c) the insufficiency of funds, inability to make any payment Supplier, without any liability for termination charges or any other liability of any kind.
required under the Contract, or any economic conditions, including but not limited to inflation, price
escalations, or labour availability; or (d) any event resulting from harsh conditions or logistical challenges 7.8 The Supplier will inform UNICEF as soon as it becomes aware of any incident or report that is
for the Supplier (including civil unrest) associated with locations at which UNICEF is operating or is inconsistent with the undertakings and confirmations provided in this Article 7.
about to operate or is withdrawing from, or any event resulting from UNICEF's humanitarian, emergency,
or similar response operations. 7.9 The Supplier acknowledges and agrees that each of the provisions in this Article 7 constitutes an
essential term of the Contract.
7. Ethical Standards
(a) UNICEF will be entitled, in its sole discretion and at its sole choice, to suspend or terminate the
7.1 The Supplier will be responsible for the professional and technical competence of its Personnel Contract and any other contract between UNICEF and the Supplier with immediate effect upon written
including its employees and will select, for work under the Contract, reliable individuals who will notice to the Supplier if: (i) UNICEF becomes aware of any incident or report that is inconsistent with, or
perform effectively in the implementation of the Contract, respect the local laws and customs, and the Supplier breaches any of, the undertakings and confirmations provided in this Article 7 or the
conform to a high standard of moral and ethical conduct. equivalent provisions of any contract between UNICEF and the Supplier or any of the Supplier's
Affiliates, or (ii) the Supplier or any of its Affiliates, or Personnel or directors becomes subject to any
7.2 (a) The Supplier represents and warrants that no official of UNICEF or of any United Nations sanction or temporary suspension described in Article 7.3 during the term of the Contract.
System organisation has received from or on behalf of the Supplier, or will be offered by or on behalf of
the Supplier, any direct or indirect benefit in connection with the Contract including the award of the (b) In the case of suspension, if the Supplier takes appropriate action to address the relevant incident or
Contract to the Supplier. Such direct or indirect benefit includes, but is not limited to, any gifts, favours breach to UNICEF's satisfaction within the period stipulated in the notice of suspension, UNICEF may
or hospitality. lift the suspension by written notice to the Supplier and the Contract and all other affected contracts will
resume in accordance with their terms. If, however, UNICEF is not satisfied that the matters are being
(b) The Supplier represents and warrants that the following requirements with regard to former adequately addressed by the Supplier, UNICEF may at any time, exercise its right to terminate the
UNICEF officials have been complied with and will be complied with: Contract and any other contract between UNICEF and the Supplier.

(i) During the one (1) year period after an official has separated from UNICEF, the Supplier may not (c) Any suspension or termination under this Article 7 will be without any liability for termination or

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_____________________________________________________________
ANNEX A
GENERAL TERMS AND CONDITIONS
other charges or any other liability of any kind. UNICEF. Nothing contained in the Contract will be construed as making the Parties principal and agent
or joint venturers.
8. Full Cooperation with Audits And Investigations
11.4 (a) Except as expressly provided in the Contract, the Supplier will be responsible at its sole cost
8.1 From time to time, UNICEF may conduct investigations relating to any aspect of the Contract for providing all the necessary personnel, equipment, material and supplies and for making all
including but not limited to the award of the Contract, the way in which the Contract operates or operated, arrangements necessary for the performance of its obligations under the Contract.
and the Parties' performance of the Contract generally and including but not limited to the Supplier's
compliance with the provisions of Article 7 above. The Supplier will provide its full and timely (b) In the event that the Supplier requires the services of sub-contractors to perform any obligations
cooperation with any such inspections, post-payment audits or investigations, including (but not limited under the Contract, the Supplier will notify UNICEF of this. The terms of any sub-contract will be subject
to) making its Personnel and any relevant data and documentation available for the purposes of such to, and will be construed in a manner that is fully in accordance with, all of the terms and conditions of
inspections, post-payment audits or investigations, at reasonable times and on reasonable conditions, and the Contract.
granting UNICEF and those undertaking such inspections, post-payment audits or investigations access to
the Supplier's premises at reasonable times and on reasonable conditions in connection with making its (c) The Supplier confirms that it has read UNICEF's Policy on Conduct Promoting the Protection and
Personnel and any relevant data and documentation available. The Supplier will require its Safeguarding of Children. The Supplier will ensure that its Personnel understand the notification
sub-contractors and its agents, including, but not limited to, the Supplier's attorneys, accountants or other requirements expected of them and will establish and maintain appropriate measures to promote
advisers, to provide reasonable cooperation with any inspections, post-payment audits or investigations compliance with such requirements. The Supplier will further cooperate with UNICEF's implementation
carried out by UNICEF. of this policy.

9. Privileges and Immunities; Settlement of Disputes (d) The Supplier will be fully responsible and liable for all services performed by its Personnel and
sub-contractors and for their compliance with the terms and conditions of the Contract. The Supplier's
9.1 Nothing in or related to the Contract will be deemed a waiver, express or implied, deliberate or Personnel, including individual sub-contractors, will not be considered in any respect as being the
inadvertent, of any of the privileges and immunities of the United Nations, including UNICEF and its employees or agents of UNICEF.
subsidiary organs, under the Convention on the Privileges and Immunities of the United Nations, 1946, or
otherwise. (e) Without limiting any other provisions of the Contract, the Supplier will be fully responsible and
liable for, and UNICEF will not be liable for (i) all payments due to its Personnel and sub-contractors for
9.2 The terms of the Contract will be interpreted and applied without application of any system of their services in relation to the performance of the Contract; (ii) any action, omission, negligence or
national or sub-national law. misconduct of the Contractor, its Personnel and sub-contractors; (iii) any insurance coverage which may
be necessary or desirable for the purpose of the Contract; (iv) the safety and security of the Contractor's
9.3 The Parties will use their best efforts to settle amicably any dispute, controversy or claim arising out Personnel and sub-contractors' personnel; or (v) any costs, expenses, or claims associated with any
of, or relating to the Contract. Where the Parties wish to seek such an amicable settlement through illness, injury, death or disability of the Contractor's Personnel and sub-contractors' personnel, it being
conciliation, the conciliation will take place in accordance with the UNCITRAL Conciliation Rules then understood that UNICEF will have noliability or responsibility with regard to any of the events referred t
in force, or according to such other procedure as may be agreed between the Parties. Any dispute, o in this Article 11.4(d).
controversy or claim between the Parties arising out of the Contract which is not resolved within ninety
(90) days after one Party receives a request from the other Party for amicable settlement can be referred 11.5 The Supplier will not, without the prior written consent of UNICEF, assign, transfer, pledge or
by either Party to arbitration. The arbitration will take place in accordance with the UNCITRAL make other disposition of the Contract, or of any part of the Contract, or of any of the Supplier's rights or
Arbitration Rules then in force. The venue of the arbitration will be New York, NY, USA. The decisions obligations under the Contract.
of the arbitral tribunal will be based on general principles of international commercial law. The arbitral
tribunal will have no authority to award punitive damages. In addition, the arbitral tribunal will have no 11.6 No grant of time to by a Party to cure a default under the Contract, nor any delay or failure by a
authority to award interest in excess of the London Inter-Bank Offered Rate (LIBOR) then prevailing and Party to exercise any other right or remedy available to it under the Contract, will be deemed to prejudice
any such interest will be simple interest only. The Parties will be bound by any arbitration award rendered any rights or remedies available to it under the Contract or constitute a waiver of any rights or remedies
as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. available to it under the Contract.

10. Notices 11.7 The Supplier will not seek or file any lien, attachment or other encumbrance against any monies
due or to become due under the Contract, and will not permit any other person to do so. It will
10.1 Any notice, request or consent required or permitted to be given or made pursuant to the Contract immediately remove or obtain the removal of any lien, attachment or other encumbrance that is secured
will be in writing, and addressed to the persons listed in the Contract for the delivery of notices, requests against any monies due or to become due under the Contract.
or consents. Notices, requests or consents will be delivered in person, by registered mail, or by confirmed
email transmission. Notices, requests or consents will be deemed received upon delivery (if delivered in 11.8 The Supplier will not advertise or otherwise make public for purposes of commercial advantage or
person), upon signature of receipt (if delivered by registered mail), or twenty-four (24) hours after goodwill that it has a contractual relationship with UNICEF or the United Nations. Except as regards
confirmation of receipt is sent from the addressee's email address (if delivered by confirmed email references to the name of UNICEF for the purposes of annual reports or communication between the
transmission). Parties and between the Supplier and its Personnel and sub-contractors, the Supplier will not, in any
manner whatsoever use the name, emblem or official seal of UNICEF or the United Nations, or any
10.2 Any notice, document or receipt issued in connection with the Contract must be consistent with the abbreviation of the name of the United Nations, in connection with its business or otherwise without the
terms and conditions of the Contract and, in case of any ambiguity, discrepancy or inconsistency, the written permission of UNICEF.
terms and conditions of the Contract will prevail.
11.9 The Contract may be translated into languages other than English. The translated version of the
10.3 All documents that comprise the Contract, and all documents, notices and receipts issued or Contract is for convenience only, and the English language version will govern in all circumstances.
provided pursuant to or in connection with the Contract, will be deemed to include, and will be
interpreted and applied consistently with, the provisions of Article 9 (Privileges and Immunities; 11.10 No modification or change in the Contract, and no waiver of any of its provisions, nor any
Settlement of Disputes). additional contractual relationship of any kind with the Supplier will be valid and enforceable against
UNICEF unless set out in a written amendment to the Contract signed by an authorised official of
11. Other Provisions UNICEF.

11.1 The Supplier acknowledges UNICEF's commitment to transparency as outlined in UNICEF's 11.11 The provisions of Articles 2.8, 2.9, 3.8, 3.9, 4, 5, 7, 8, 9, 11.1, 11.2, 11.4(e), 11.6 and 11.8 will
Information Disclosure Policy and confirms that it consents to UNICEF's public disclosure of the terms of survive delivery of the Goods and the expiry or earlier termination of the Contract.
the Contract should UNICEF so determine and by whatever means UNICEF determines.

11.2 The failure of one Party to object to or take affirmative action with respect to any conduct of the
other Party which is in violation of the terms of the Contract will not constitute and will not be construed
to be a waiver of the violation or breach, or of any future violation, breach or wrongful conduct.

11.3 The Supplier will be considered as having the legal status of an independent contractor as regards

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