Embed Size (px)
Citation preview
References: IO/CFE/12/8014/JLA:
Project Management Support for Integrated Logistics Processes
（統合ロジスティックス工程のプロジェクト管理への技術支援）
締め切り 10月 15日(月)16.00 時現地時間、10月 15日（月）23時日本時間
（応募書類は ITER機構へ直接提出）
概要：
ITER機構では、統合ロジスティックス工程のプロジェクト管理への技術支援が出来る専門家
を、ITER参加極の企業・機関等から募集しています。応募を希望される企業・機関等は、所
定の期限までに応募書類を直接 ITER機構の下記担当までご提出下さい。
○主な作業内容
ITER機構は、アセンブリ＆取付け作業の一環としてプロジェクト管理・システム統合の技術
支援を頂ける専門家を 1名募集します。本タスクは、アセンブリ＆オペレーション(AOP)部門
の部門長直轄のもと遂行する予定です。主なタスクとしては、以下に挙げる AOP部門の支援
業務となります。
１．請負業者からの供給品の管理及びアセンブリ＆取付け作業の一環としてのシステム統合。
２．技術面・プロジェクトに関する照会へは随時回答するなど必要な対応を行う。
３．遅延の可能性、課題やリスクを特定し、これらを軽減するためのアクション（対策）を
提案、実施する。
４．成果物のレビュー・承認の支援。他。
(※詳しくは添付の英語版仕様書をご参照ください。)
○主な経験
・科学分野の修士号かそれ以上の学位があり、建設業又は製造業内での IT 関連プロ
ジェクト管理の経験が 5年以上あること。
・プラントのライフサイクルに合わせた統合、配信、オペレーションなどを含むインフォメ
ーション・システムの経験が 5年以上あること。EDM,PLM,EAMの経験があればより望まし
い。
・データ基準と相互運用性の経験が 5年以上あること。
・ビジネスプロセスの最適化の分野で経営コンサルティングの経験が 5年以上あること。他。
(※詳しくは添付の英語版仕様書をご参照ください。)
○作業場所
・ITER機構サイト（仏カダラッシュ）での作業。
○契約期間
・契約の開始日から 7カ月（更に 7カ月の更新も可能）。
○その他
・部門長との定例会議（週 1回）に出席する。他にも作業の必要に応じて会合に参加する。
事前の合意の上、与えられた各業務を遂行し、ITER機構(IO)担当責任者又は推薦を受けた
代表からの承認を受ける。報酬は作業日数に合わせて月毎に支給される。
・契約者は、本業務の遂行にあたり、利害の対立が生じないようにすること。
・契約者は、ITERプロジェクトにおいて契約を得ようとしている企業と関係を有しないこと。
・契約者は、本業務を通じて得た情報に対して秘密保持が義務づけられる。
・ITER機構の規定にしたがい、日当の上限は 500ユーロ。
○提出書類
・履歴書(CV)
・日当提案書
・誓約書
○応募書類提出先
・ITER機構の下記担当者宛に電子メールにて送付
○応募書類提出期限
・2012年 10月 15日(月) 16：00(CET)現地時間、10月 15日（月）23時日本時間
CALL FOR EXPERISE
Project Management Support for Integrated Logistics Processes
- Technical Specifications -
ITER_D_9RBQ2S
Page 2 of 6
Table of Contents
1 Abstract ................................................................................................................................3
2 Background and Objectives ...............................................................................................3
3 Scope of Work ......................................................................................................................3
4 Estimated Duration .............................................................................................................5
5 Work Description ................................................................................................................5
6 Acceptance Criteria (including rules and criteria) ............................................................5
7 Specific requirements and conditions ................................................................................5
8 Work Monitoring / Meeting Schedule ..............................................................................6
9 Payment schedule / Cost and delivery time breakdown ..................................................6
ITER_D_9RBQ2S
Page 3 of 6
1 Abstract
The ITER Organization has place a contract with Intergraph Corporation for the systems
(Smartplant) and services to support the Assembly, Commissioning, Start-Up and Operations
of the ITER project. This will be supported by implementation of relevant SAP modules, such
as Material Management. The Assembly and Operations Division is in need of expert technical
and project management support for the oversight of the implementation of this contract in
order to support the effective and timely performance of its work.
2 Background and Objectives
ITER will be the world's largest experimental facility to demonstrate the scientific and
technical feasibility of fusion power. As the world’s largest and considered to be one of the
most complex scientific endeavours ever undertaken, the ITER Organization Assembly and
Operations Division is responsible for the Assembly, Commissioning, Start-Up and Operations
of the one of a kind ITER nuclear plant facility. This facility is comprised of on the order of a
million assembled components and tens of millions of individual parts that make up the
complex Tokamak Machine, Superconducting Magnets, and associated Plant Support
components, systems and structures, many of which have safety classifications.
The ITER project is currently in its detail design and early fabrication and construction phases
of work. The site work has been completed and the critical path delivery of the first key
buildings is underway. The Assembly and Operations Division, accountable for the Machine
Assembly, Plant Assembly and Operations of ITER are now involved in the detailed planning
of processes, systems and requirements to support the effective and timely performance of
these future phases of the project.
The ITER Integrated Logistics Support (ILS) function is in need of a service and technology
partner to provide proven knowledgeable people, processes, and technologies that will
successfully support the effective and timely performance of its work. It is intended to use
proven processes, modelled within mature Commercial-Off-the-Shelf (COTS) software, and
the associated services to define, implement, and operate the processes and systems required by
the Assembly, Commissioning, Start-Up, and Operations phases of work.
The integrated processes and systems functional requirements are to manage the Materials,
Assembly, Testing, Technical Documentation and Data, and asset Operations phases of the
ITER facility. The work will be delivered in a staged approach to support the ITER lifecycle
and baseline schedule. It is preferred that little, if any customisation of COTS software is
performed to meet the requirements of the ITER Organization.
Expert technical and management support is sought for the oversight of the implementation of
this contract in order to support the effective and timely performance of its work.
3 Scope of Work
The Assembly & Operations Division responsibilities are defined as:
ensure on-site assembly of machine & other plant systems is both possible and timely
study and implement appropriate remote handling facilities for installation and
maintenance
Page 4 of 6
ensure that standard assembly, maintenance and Remote Handling tools are used
whenever possible
planning, coordination and execution of Operation and Maintenance
RAMI programme and standardization to ensure adequate machine availability
Ensure that the maintainability of all machine and plant systems is taken into account in
the design
preparation and support of individual testing (equipment, calibration, handover and
acceptance) & integrated commissioning
define Control room, I&C interfaces, operational readiness documentation
central logistics for transport, reception, handling and storage of components
facilities management
central spares management
site supervision & coordination, control of access, permit to work management, during
all the phases of the project
training and qualification of contractors
The ITER Project will acquire, receive, test, install and integrate hundreds of thousands of
components which will make up its many plant systems and the Tokamak itself.
Once operational, these systems must be maintained, repaired and upgraded in an efficient and
timely manner in order to ensure that ITER achieves its research aims.
The near term of the Assembly & Operations division is focused on the preparations necessary
for the Assembly Phase of ITER. Currently a project is underway that requires support for the
management of the procurement, development and integration of IT systems to support the
assembly processes and systems of ITER.
IT Systems are being procured to manage the following processes:
Packaging, Handling, Storage, and Transportation
Materials Management
Installation and Maintenance management
Technical Documentation
Facilities Management
Commissioning and Testing management
Spares Inventory Management
A critical support is also the establishment of an Engineering Database (EDB) to store
reference data on all systems and components.
Page 5 of 6
4 Estimated Duration
The contract duration is 7 months initially with possibility of extension of a further 7 months.
5 Work Description
ITER is requesting one (1) expert to support the project management and integration of these
systems to support Assembly and Installation.
This task will be performed under the direct supervision of the Head of Division of Assembly
and Operations Division. The primary tasks currently foreseen are to support the AOP division
head in:
1. managing the contractor supplying and integrating the systems to support assembly and
installation;
2. ensuring ITER provides the necessary responses to technical and project enquiries;
3. identifying possible delays, issues or risks and proposing and implementing actions to
mitigate these;
4. supports deliverable review and approval.
Each work task will be individually specified in consultation with the contractor, and a
deliverable date agreed.
It is envisaged that 100% of this task will be based at the ITER site.
As mentioned above, each specific item of work to be performed will be discussed with the
contractor before its commencement, and a deliverable date will be agreed.
6 Acceptance Criteria (including rules and criteria)
Each item of work to be completed according to agreed deliverables shall be reviewed and
accepted by the contract Responsible Officer or a nominated representative.
7 Specific requirements and conditions
The minimum requirements are:
5+ years of project management experience within an IT environment in the
construction or manufacturing industries
5+ years of Information Systems experience including integration, delivery and
operation of systems across the Plant lifecycle. EDM, PLM, EAM experience is
desirable
5+ years of experience with data standards and interoperability
5+ years of experience in the acquisition and documentation of engineered data
5+ years of Management Consulting, specifically in Business Process Optimization
Masters level degree or higher in a scientific discipline
5+ years of Nuclear project experience would be an advantage
Key abilities:
Page 6 of 6
Ability to work within an international environment
Ability to work independently within a rapid paced environment
Ability to confidently present to large and small groups of executives, managers, and
engineers.
Ability to gain consensus amongst disparate groups within a matrixed management
environment.
8 Work Monitoring / Meeting Schedule
Weekly progress meetings will be held with the Head of Division, or as required for the timely
execution of the work.
9 Payment schedule / Cost and delivery time breakdown
Payments shall be effected on a monthly basis, covering days actually worked.
Page 1 of 2
ITER Organization Call for Expertise No: IO/CFE/12/8014/JLA
CURRICULUM VITAE
(max 5 pages)
Family name:
First names:
Date of birth:
Nationality:
Civil status:
Education:
Institution (Date from - Date to)
Degree(s) or Diploma(s) obtained:
Language skills: Indicate competence on a scale of 1 to 5 (1 - excellent; 5 - basic)
Language Reading Speaking Writing
Membership of professional bodies:
Other skills: (e.g. Computer literacy, etc.)
Present position:
Years within the firm:
Key qualifications: (Relevant to the project)
Specific international experience:
Country Date from - Date to
Page 2 of 2
Professional experience (Relevant to the project)
Date from – Date to Location Company & reference person
Position Description
Other relevant information (e.g., Publications)
ITER Organization Call for Expertise No: IO/CFE/12/8014/JLA
FINANCIAL PROPOSAL
Name of Expert:
Home office based (*) ITER site based (*)
Daily fee rate EUR
*as applicable
- Daily fee rates are calculated on the basis of days actually worked (8 h/day, 5 days/week).
- Due to the current cost containment policy the ITER Organization currently has a price limit
of € 500/ Day including per diem expenses.
Date
Signature
STATEMENT OF EXCLUSIVITY AND AVAILABILITY
Call for Expertise IO/CFE/12/8014/JLA
Subject: “Project Management Support for Integrated Logistics
Processes”
I, the undersigned, hereby declare that I agree to take part in the above-mentioned Call for
Expertise.
I further declare that I am able and willing to work
o for the period(s) foreseen in the Technical Specification attached to the above
referenced Call for Expertise for the position for which my CV has been proposed and
o within the execution period of the specific contract which runs from < >1 to < >
1
I confirm that I am not engaged in another contract financed by the ITER Organization in a
position for which my services are required during the above periods and that I will not
charge the same working day under more than one contract.
Furthermore, should this offer be accepted, I am fully aware that if I am not available at the
expected start date of my services for reasons other than ill-health or force majeure, I may be
subject to exclusion from other tender procedures and contracts funded by the ITER
Organization and that the notification of award of specific contract may be rendered null and
void.
Name
Signature
Date
1 To be completed
Confidentiality Commitment
IO/CFE/12/8014/JLA
“Project Management Support for Integrated Logistics Processes”
I, the undersigned, hereby declare that I agree to undertake the tasks assigned to me under the above mentioned contract. I undertake to perform my duties honestly and fairly. My contribution to the activities in which I will be involved will be objective and will fully respect the principles of fairness and impartiality. I undertake to hold in trust and confidence any ITER Project related information or documents. I undertake to use them only for the purposes of executing the tasks assigned to me and not to disclose them to any third party, including my employer. I will endeavour to avoid any conflict of interest situation, either direct or indirect. Should any such situation arise, I will promptly inform the relevant Responsible Officer. I undertake neither to assist nor be associated with any external entity seeking to obtain contracts under the ITER project. I understand that I will be held personally responsible for maintaining the confidentiality of any documents or electronic files received and for returning, erasing or destroying all confidential documents or files upon completing the tasks, unless otherwise instructed. On conclusion of my assignment I will remain obligated to preserve the confidentiality for a period of 5 years.
Name:
Signature:
Date:
Page 1 of 11
ITER ORGANIZATION SERVICE CONTRACT GENERAL CONDITIONS (version 2009)
ARTICLE II.1 – PERFORMANCE OF THE CONTRACT II.1.1. The Contractor shall perform the Contract to the highest professional standards. The Contractor shall
have sole responsibility for complying with all legal obligations incumbent on him, notably those resulting from employment, tax and social legislation.
II.1.2. The Contractor shall have sole responsibility for taking the necessary steps to obtain any permits, visas,
copyrights or licenses required for performance of the Contract under the laws and regulations in force at the place(s) where the tasks assigned to him are to be executed. In particular, the Contractor is responsible to obtain any export licenses, and such licenses shall be obtained within delivery period and are included in the contract price.
II.1.3. Without prejudice to Article II.3 any reference made to the Contractor’s staff in the Contract shall relate exclusively to individuals involved in the performance of the Contract.
II.1.4. The Contractor must ensure that any staff performing the Contract has the professional qualifications
and experience required for the execution of the tasks assigned to him. II.1.5. The Contractor shall neither represent the ITER Organization nor behave in any way that would give
such an impression. The Contractor shall inform third parties that he does not belong to the ITER Organization.
II.1.6. The Contractor shall have sole responsibility for the staff who executes the tasks assigned to him.
The Contractor shall make provision for the following employment or service relationships with his staff:
• staff executing the tasks assigned to the Contractor may not be given orders directly by the ITER Organization;
• the ITER Organization may not under any circumstances be considered to be the staff's employer and the said staff shall undertake not to invoke in respect of the ITER Organization any right arising from the contractual relationship between the ITER Organization and the Contractor.
II.1.7. In the event of disruption resulting from the action of a member of the Contractor's staff working on ITER Organization premises or in the event of the expertise of a member of the Contractor's staff failing to correspond to the profile required by the Contract, the Contractor shall replace him without delay. The ITER Organization shall have the right to request the replacement of any such member of staff, stating its reasons for so doing. Replacement staff must have the necessary qualifications and be capable of performing the Contract under the same contractual conditions. The Contractor shall be responsible for any delay in the execution of the tasks assigned to him resulting from the replacement of staff in accordance with this Article.
Page 2 of 11
II.1.8. Should any unforeseen event, action or omission directly or indirectly hamper execution of the tasks, either partially or totally, the Contractor shall immediately and on his own initiative record it and report it to the ITER Organization. The report shall include a description of the problem and an indication of the date on which it started and of the remedial action taken by the Contractor to ensure full compliance with his obligations under the Contract. In such event the Contractor shall give priority to solving the problem rather than determining liability.
II.1.9. Should the Contractor fail to perform his obligations under the Contract in accordance with the
provisions laid down therein, the ITER Organization may - without prejudice to its right to terminate the Contract - reduce payments in proportion to the scale of the failure
ARTICLE II.1a – REPLACEMENT OF PERSONNEL
II.1a.1 The Contractor shall not make changes to the agreed expert personnel without the prior written
approval of ITER Organization. The Contractor must on its own initiative propose a replacement in the following cases:
a) In the event of death, in the event of illness or in the event of accident of expert personnel. b) If it becomes necessary to replace expert personnel for any other reasons beyond the Contractor’s
control (e.g. resignation, etc.). II.1a.2 Moreover, in the course of performance, and on the basis of a written and justified request, ITER
Organization can ask for a replacement if it considers that the expert personnel are inefficient or does not perform its duties under the Contract.
II.1a.3 Where expert personnel are to be replaced, the replacement must possess at least equivalent
qualifications and experience. Where the Contractor is unable to provide a replacement with equivalent qualifications and/or experience, ITER Organization may either decide to terminate the Contract, if the proper performance of it is jeopardized, or, if it considers that this is not the case, accept the replacement, provided that the rates of the latter are renegotiated to reflect the appropriate qualifications and/or experience.
II.1a.4 Additional costs incurred by the replacement are the responsibility of the Contractor. ITER
Organization makes no payment for the period when the expert to be replaced is absent. The replacement of any expert, whose name is listed in Annex II of the Contract, must be proposed by the Contractor within fifteen (15) calendar days from the first day of the expert’s absence.
ARTICLE II.2 – LIABILITY II.2.1. The ITER Organization shall not be liable for damage sustained by the Contractor in performance of
the Contract except in the event of willful misconduct or gross negligence on the part of the ITER Organization.
II.2.2. The Contractor shall be liable for any loss or damage caused by himself in performance of the
Contract, including in the event of subcontracting under Article II.13. The ITER Organization shall not be liable for any act or default on the part of the Contractor in performance of the Contract.
Page 3 of 11
II.2.3. The Contractor shall provide compensation in the event of any action, claim or proceeding brought against the ITER Organization by a third party as a result of damage caused by the Contractor in performance of the Contract.
II.2.4. In the event of any action brought by a third party against the ITER Organization in connection with
performance of the Contract, the Contractor shall assist the ITER Organization. Expenditure incurred by the Contractor to this end may be borne by the ITER Organization.
II.2.5 The Contractor shall respect and abide by all relevant laws and regulations in force in location where
the services are performed and shall ensure that his personnel, experts and subcontractors’ personnel also respect and abide by all such laws and regulations. The Contractor shall indemnify the ITER Organization against claims and proceedings arising from any infringement by the Contractor, his personnel, experts and subcontractors’ of such laws and regulations.
ARTICLE II.3 - CONFLICT OF INTERESTS
II.3.1. The Contractor shall take all necessary measures to prevent any situation that could compromise the
impartial and objective performance of the Contract. Such conflict of interests could arise in particular as a result of economic interest, political or national affinity, family or any other relevant connection or shared interest. Any conflict of interests which could arise during performance of the Contract must be notified to the ITER Organization in writing without delay. In the event of such conflict, the Contractor shall immediately take all necessary steps to resolve it.
The ITER Organization reserves the right to verify that such measures are adequate and may require additional measures to be taken, if necessary, within a time limit which it shall set. The Contractor shall ensure that his staff, board and directors are not placed in a situation which could give rise to conflict of interests. Without prejudice to Article II.1 the Contractor shall replace, immediately and without compensation from the ITER Organization, any member of his staff exposed to such a situation.
II.3.2. The Contractor declares:
• that he has not made and will not make any offer of any type whatsoever from which an advantage can be derived under the Contract,
• that he has not granted and will not grant, has not sought and will not seek, has not attempted and will not attempt to obtain, and has not accepted and will not accept, any advantage, financial or in kind, to or from any party whatsoever, where such advantage constitutes an illegal practice or involves corruption, either directly or indirectly, inasmuch as it is an incentive or reward relating to performance of the Contract.
II.3.3. The Contractor shall pass on all the relevant obligations in writing to his staff, board, and directors as
well as to third parties involved in performance of the Contract. A copy of the instructions given and the undertakings made in this respect shall be sent to the ITER Organization should it so request.
ARTICLE II.4 – PAYMENT
At the end of each of the periods indicated in Annex II, the Contractor shall submit to the ITER Organization a formal request for payment accompanied by the following documents:
Page 4 of 11
� a (technical) report in accordance with the instructions laid down in Annex I; � the relevant invoices indicating the reference number of the Contract to which they refer.
If the report is a condition for payment, on receipt the ITER Organization shall have such a period of time agreed upon the parties in which:
� to approve it, with or without comments or reservations
� to suspend such period and request additional information; or
� to reject it and request a new report.
If the ITER Organization does not react within this period, the report shall be deemed to have been approved. Approval of the report does not imply recognition either of its regularity or of the authenticity, completeness or correctness of the declarations or information enclosed.
Where the ITER Organization requests a new report because the one previously submitted has been rejected, this shall be submitted within two weeks. The new report shall likewise be subject to the above provisions.
ARTICLE II.5 – GENERAL PROVISIONS CONCERNING PAYMENTS
II.5.1. Payments shall be deemed to have been made on the date on which the ITER Organization's account
is debited. II.5.2. The payment periods referred to in Article I.4 may be suspended by the ITER Organization at any time
if it informs the Contractor that his payment request is not admissible, either because the amount is not due or because the necessary supporting documents have not been properly produced. In case of doubt on the eligibility of the expenditure indicated in the payment request, the ITER Organization may suspend the time limit for payment for the purpose of further verification, including an on-the-spot check, in order to ascertain, prior to payment, that the expenditure is eligible.
The ITER Organization shall notify the Contractor accordingly by registered letter with acknowledgment of receipt or equivalent. Suspension shall take effect from the date of dispatch of the letter. The remainder of the period referred to in Article I.4 shall begin to run again once the suspension has been lifted.
II.5.3. In the event of late payment, excepting the provisions of Article II.5.2 above, the Contractor may claim interest within two months of receiving the payment. Interest shall be calculated at the rate applied by the European Central Bank to its most recent main refinancing operations (“the reference rate”) plus 1.5 percentage points (“the margin”). The reference rate in force on the first day of the month in which the payment is due shall apply. Such interest rate is published in the C series of the Official Journal of the European Union. Interest shall be payable for the period elapsing from the calendar day following expiry of the time limit for payment up to the day of payment. Suspension of payment by the ITER Organization may not be deemed to constitute late payment.
ARTICLE II.6 – RECOVERY II.6.1. If total payments made exceed the amount actually due under the Contract or if recovery is justified in
accordance with the terms of the Contract, the Contractor shall reimburse the appropriate amount in
Page 5 of 11
Euro or other currency indicated in the contract on receipt of the debit note, in the manner and within the time limits set by the ITER Organization.
II.6.2. In the event of failure to pay by the deadline specified in the request for reimbursement, the sum due shall bear interest at the rate indicated in Article II.5.3. Interest shall be payable from the calendar day following the due date up to the calendar day on which the debt is repaid in full.
II.6.3. The ITER Organization may, after informing the Contractor, recover amounts established as certain,
of a fixed amount and due by offsetting, in cases where the Contractor also has a claim on the ITER Organization that is certain, of a fixed amount and due. The ITER Organization may also claim against a bank guarantee, where provided for by the Contractor.
ARTICLE II.7 – PROPERTY OF THE ITER ORGANIZATION AND PROPERTY OF THE
CONTRACTOR II.7.1 Where for the purpose of the Contract the ITER Organization provides to the Contractor access to
drawings, files, technical data, computer programs, source codes, and any other item of property, the ITER Organization remains the sole owner of any item provided.
II.7.2 These items may only be used by the Contractor for the purposes of the Contract. The distribution,
reproduction or use by a third party without prior written approval by the ITER Organization is strictly forbidden.
II.7.3 All property of the Contractor while at the ITER Organization premises shall be at risk of the
Contractor and the ITER Organization shall accept no liability for any loss or damage to that property or caused by that property except where any such loss or damage was caused only by willful misconduct or gross negligence of any employee of the ITER Organization acting in the course of his employment. The ITER Organization shall accept liability only to the extent to which such loss or damage is so caused or contributed to.
ARTICLE II.8 – OWNERSHIP OF THE RESULTS - INTELLECTUAL AND INDUSTRIAL PROPERTY
Any results or rights thereon, including copyright and other intellectual or industrial property rights, obtained in performance of the Contract, shall be owned solely by the ITER Organization, which may use, publish, assign or transfer them as it sees fit, without geographical or other limitation, except where industrial or intellectual property rights exist prior to the Contract being entered into. The ownership of background intellectual property will not change unless otherwise agreed by the ITER Organization and the Contractor.
Page 6 of 11
ARTICLE II.9 – CONFIDENTIALITY
II.9.1. The Contractor undertakes to treat in the strictest confidence and not make use of or divulge to third
parties any information or documents which are linked to performance of the Contract. The Contractor shall continue to be bound by this undertaking after completion of the tasks.
II.9.2. The Contractor shall obtain from each member of his staff, board and directors an undertaking that
they will respect the confidentiality of any information which is linked, directly or indirectly, to execution of the tasks and that they will not divulge to third parties or use for their own benefit or that of any third party any document or information not available publicly, even after completion of the tasks.
ARTICLE II.10 - USE, DISTRIBUTION AND PUBLICATION OF INFORMATION
II.10.1.The Contractor shall authorise the ITER Organization to process, use, distribute and publish, for whatever purpose, by whatever means and on whatever medium, any data contained in or relating to the Contract, in particular the identity of the Contractor, the subject matter, the duration, the amount paid and the reports.
II.10.2.Unless otherwise provided by the Special Conditions, the ITER Organization shall not be required to
distribute or publish documents or information supplied in performance of the Contract. If it decides not to publish the documents or information supplied, the Contractor may not have them distributed or published elsewhere without prior written authorisation from the ITER Organization.
II.10.3.Any distribution or publication of information relating to the Contract by the Contractor shall require
prior written authorisation from the ITER Organization. It shall state that the opinions expressed are those of the Contractor only and do not represent the ITER Organization's official position.
II.10.4.The use of information obtained by the Contractor in the course of the Contract for purposes other
than its performance shall be forbidden, unless the ITER Organization has specifically given prior written authorisation to the contrary.
ARTICLE II. 11 – TAXATION II.11.1.The Contractor shall have sole responsibility for compliance with the tax laws which apply to him.
Failure to comply shall make the relevant invoices invalid. II.11.2.The Contractor recognises that the ITER Organization is, as a rule, exempt from all taxes and duties,
including value added tax (VAT). II.11.3.The Contractor shall accordingly complete the necessary formalities with the relevant authorities to
ensure that the goods and services required for performance of the Contract are exempt from taxes and duties, including VAT. This applies in particular to VAT invoiced in France.
II.11.4 Only if the direct exemption of taxes and duties at the source is legally not possible, the Contractor
shall invoice them.
Page 7 of 11
II.11.5.In cases of Article II.11.4 above, invoices presented by the Contractor shall indicate his place of taxation for VAT purposes and shall specify separately the amounts not including VAT and the amounts including VAT.
ARTICLE II.12 – FORCE MAJEURE II.12.1.Force majeure shall mean any unforeseeable and exceptional situation or event beyond the control of
the contracting parties which prevents either of them from performing any of their obligations under the Contract, was not due to error or negligence on their part or on the part of a subcontractor, and could not have been avoided by the exercise of due diligence. Defects in equipment or material or delays in making it available, labour disputes, strikes or financial problems cannot be invoked as force majeure unless they stem directly from a relevant case of force majeure.
II.12.2.Without prejudice to the provisions of Article II.1.8, if either contracting party is faced with force
majeure, it shall notify the other party without delay by registered letter with acknowledgment of receipt or equivalent, stating the nature, likely duration and foreseeable effects.
II.12.3.Neither contracting party shall be held in breach of its contractual obligations if it has been prevented
from performing them by force majeure. Where the Contractor is unable to perform his contractual obligations owing to force majeure, he shall have the right to remuneration only for tasks actually executed.
II.12.4.The contracting parties shall take the necessary measures to reduce damage to a minimum. ARTICLE II.13 – SUBCONTRACTING II.13.1.The Contractor shall not subcontract without prior written authorisation from the ITER Organization
nor cause the Contract to be performed in fact by third parties. II.13.2.Even where the ITER Organization authorises the Contractor to subcontract to third parties, he shall
none the less remain bound by his obligations to the ITER Organization under the Contract and shall bear exclusive liability for proper performance of the Contract.
II.13.3.The Contractor shall make sure that the subcontract does not affect rights and guarantees to which the
ITER Organization is entitled by virtue of the Contract. ARTICLE II.14 – ASSIGNMENT II.14.1.The Contractor shall not assign the rights and obligations arising from the Contract, in whole or in
part, without prior written authorization from the ITER Organization. II.14.2.In the absence of the authorization referred to in 1 above, or in the event of failure to observe the
terms thereof, assignment by the Contractor shall not be enforceable against and shall have no effect on the ITER Organization.
Page 8 of 11
ARTICLE II.15 – TERMINATION BY THE ITER ORGANIZATION
II.15.1.The ITER Organization may terminate the Contract in the following circumstances:
(a) where the Contractor is being wound up, is having his affairs administered by the courts, has entered into an arrangement with creditors, has suspended business activities, is the subject of proceedings concerning those matters, or is in any analogous situation arising from a similar procedure provided for in national legislation or regulations;
(b) where the Contractor has been convicted of an offence concerning his professional conduct by a
judgment which has the force of res judicata; (c) where the Contractor has been guilty of grave professional misconduct proven by any means which the
ITER Organization can justify; (d) where the Contractor has not fulfilled obligations relating to the payment of social security
contributions or the payment of taxes in accordance with the legal provisions of the country in which he is established or with those of the country applicable to the Contract or those of the country where the Contract is to be performed;
(e) where the ITER Organization seriously suspects the Contractor of fraud, corruption, involvement in a
criminal organisation or any other illegal activity detrimental to the ITER Organization’s financial interest;
(f) where the Contractor is in breach of his obligations under Article II.3; (g) where the Contractor was guilty of misrepresentation in supplying the information required by the
ITER Organization as a condition of participation in the Contract procedure or failed to supply this information;
(h) where a change in the Contractor’s legal, financial, technical or organisational situation could, in the
ITER Organization’s opinion, have a significant effect on the performance of the Contract; (i) where the Contractor is unable, through his own fault, to obtain any permit or licence required for
performance of the Contract; (j) where the Contractor fails to fulfil its contractual obligations, after receiving formal notice in writing to
comply, specifying the nature of the alleged failure, and after being given the opportunity to remedy the failure within a reasonable period following receipt of the formal notice, remains in serious breach of his contractual obligations.
II.15.2.In case of force majeure, notified in accordance with Article II.12, either contracting party may terminate the Contract, where performance thereof cannot be ensured for a period corresponding to at least to one fifth of the period laid down in Article I.2.3.
II.15.3.Prior to termination under point c), e), f), g), h) or i), the Contractor shall be given the opportunity to
submit his observations in writing and communication with ITER Organization..
Page 9 of 11
Termination shall take effect on the date on which a registered letter with acknowledgment of receipt terminating the Contract is received by the Contractor, or on any other date indicated in the letter of termination.
II.15.4.Consequences of termination:
In the event of the ITER Organization terminating the Contract in accordance with this Article and without prejudice to any other measures provided for in the Contract, the Contractor shall waive any claim for consequential damages, including any loss of anticipated profits for uncompleted work. On receipt of the letter terminating the Contract, the Contractor shall take all appropriate measures to minimise costs, prevent damage, and cancel or reduce his commitments. He shall draw up the documents required by the Contract for the tasks executed up to the date on which termination takes effect, within a period not exceeding sixty days from that date.
The ITER Organization may claim compensation for any damage suffered and recover any sums paid to the Contractor under the Contract.
On termination the ITER Organization may engage any other contractor to complete the services. The ITER Organization shall be entitled to claim from the Contractor extra costs incurred in making good and completing the services, without prejudice to any other rights or guarantees it has under the Contract.
ARTICLE II.16 – TERMINATION BY NOTICE
The ITER Organization may, of its own volition and without being required to pay compensation, terminate the Contract by serving a 15 days formal prior notice. Should the ITER Organization terminate the Contract, the Contractor shall only be entitled to payment corresponding to the services delivered and objectively justified irrevocable commitments entered into before the termination date.. On receipt of the letter terminating the Contract, the Contractor shall take all appropriate measures to minimise costs, prevent damage, and cancel or reduce his commitments. He shall draw up technical and financial reports for services rendered and irrevocable commitments up to the date on which termination takes effect, within a period not exceeding sixty days from that date.
ARTICLE II.17 – SUBSTANTIAL ERRORS, IRREGULARITIES AND FRAUD ATTRIBUTABLE TO THE CONTRACTOR
Where, after the award of the Contract, the award procedure or the performance of the Contract prove to have been subject to substantial errors, irregularities or fraud, and where such errors, irregularities or fraud are attributable to the Contractor, the ITER Organization may refuse to make payments, may recover amounts already paid or may terminate all the contracts concluded with the Contractor, in proportion to the seriousness of the errors, irregularities of fraud.
Page 10 of 11
ARTICLE II.18 – JOINT AND SEVERAL LIABILITY IN CASE OF JOINT VENTURES/
CONSORTIA ETC.)
When the Contractor is a joint venture or consortium, all partners of such an undertaking agree hereby to ITER Organization that they shall exercise and will continue to exercise, in the performance of the Services and their other duties, obligations and liabilities pursuant to this Contract, all such reasonable skill, care and diligence as may be expected of a properly qualified and competent company experienced in carrying out work of a similar size, scope and complexity to the services, and the other duties, obligations and liabilities of the Contractor pursuant to this Contract in respect of the Services, and shall be jointly and severally liable to ITER Organization for any failure.
ARTICLE II.19 – INSURANCES
The Contractor shall take out insurance against risks and damage relating to performance of the Contract as required in the Contract and those required by the relevant applicable legislation. He shall also take out supplementary insurance as reasonably required by standard practice in the industry. A copy of all the relevant insurance contracts shall be sent to ITER Organization should it so request.
ARTICLE II.20 – LIQUIDATED DAMAGES
Should the Contractor fail to perform his obligations under the Contract within the time limits set by the Contract, then, without prejudice to the Contractor's actual or potential liability incurred in relation to the Contract or to the ITER Organization's right to terminate the Contract, the ITER Organization may decide to impose liquidated damages of a percentage of the amount specified in Article I.3.1 per calendar day of delay. This percentage will be specified in the Special Conditions. If the percentage is not specified then this article does not apply unless otherwise agreed by the parties.
The Contractor may submit arguments against this decision within thirty days of notification by registered letter with acknowledgement of receipt or equivalent. In the absence of reaction on his part or of written withdrawal by the ITER Organization within thirty days of the receipt of such arguments, the decision imposing the liquidated damages shall become enforceable. The ITER Organization and the Contractor expressly acknowledge and agree that any sums payable under this Article are in the nature of liquidated damages and not penalties, and represent a reasonable estimate of fair compensation for the losses that may be reasonably anticipated from such failure to perform obligations.
ARTICLE II.21 – AMENDMENTS
Any amendment to the Contract shall be the subject of a written agreement concluded by the contracting parties. An oral agreement shall not be binding on the contracting parties.
Page 11 of 11
ARTICLE II.22 – SUSPENSION OF THE CONTRACT Without prejudice to the ITER Organization's right to terminate the Contract, the ITER Organization may at any time and for any reason suspend execution of the tasks under the Contract or any part thereof. Suspension shall take effect on the day the Contractor receives notification by registered letter with acknowledgment of receipt or equivalent, or at a later date where the notification so provides. The ITER Organization may within sixty (60) calendar days following suspension give notice to the Contractor to resume the work suspended or terminate the Contract following Article II.16 procedure. If the suspension under this Article II.22 is cancelled or the period of the notification or any extension thereof expires, the Contractor shall resume work. The ITER Organization will make an equitable adjustment in the delivery schedule or contract price, or both, and the Contract shall be modified, in writing, accordingly if 1) the suspension results in an increase in the time required for, or in the Contractor’s cost properly allocable to the performance of any part of the Contract; and 2) the Contractor asserts its right to the adjustment within thirty (30) days after receiving it.
ARTICLE II.23 – GOVERNING LAW AND SETTLEMENT OF DISPUTES
II.23.1 The ITER Organization is governed by the international agreement (“ITER Agreement”) and its annexes establishing the ITER Organization. The applicable law for contract interpretation is French law.
II.23.2 In the event of any dispute arising out of or in connection with the present Contract, the Parties agree
to submit the matter to settlement proceedings under the International Chamber of Commerce in Paris dispute settlement mediation ADR Rules. If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for ADR or within such other period as the Parties may agree in writing, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris by one or more arbitrators appointed in accordance with the said Rules of Arbitration.
II.23.3 The arbitration proceedings in English shall take place in Paris, unless otherwise agreed by the parties.
***
