PROVISION OF GOODS

4.1 DELIVERY OF GOODS: The Contractor shall hand over or make available the goods, and UNOPS shall
receive the goods, at the place for the delivery of the goods and within the time for delivery of the goods
specified in the Contract. The Contractor shall provide to UNOPS such shipment documentation (including,
without limitation, bills of lading, airway bills, and commercial invoices) as are specified in the Contract or,
otherwise, as are customarily utilized in the trade. All manuals, instructions, displays and any other
information relevant to the goods shall be in the English language unless otherwise specified in the
Contract. Unless otherwise stated in the Contract (including, but not limited to, in any “INCOTERM” or
similar trade term), the entire risk of loss, damage to, or destruction of the goods shall be borne exclusively
by the Contractor until physical delivery of the goods to UNOPS in accordance with the terms of the
Contract. Delivery of the goods shall not be deemed in itself as constituting acceptance of the goods by
UNOPS.

4.2 INSPECTION OF THE GOODS: If the Contract provides that the goods may be inspected prior to delivery,
the Contractor shall notify UNOPS when the goods are ready for pre-delivery inspection. Notwithstanding
any pre-delivery inspection, UNOPS or its designated inspection agents may also inspect the goods upon
delivery in order to confirm that the goods conform to applicable specifications or other requirements of the
Contract. All reasonable facilities and assistance, including, but not limited to, access to drawings and
production data, shall be furnished to UNOPS or its designated inspection agents at no charge therefor.
Neither the carrying out of any inspections of the goods nor any failure to undertake any such inspections
shall relieve the Contractor of any of its warranties or the performance of any obligations under the
Contract.

4.3 PACKAGING OF THE GOODS: The Contractor shall package the goods for delivery in accordance with
the highest standards of export packaging for the type and quantities and modes of transport of the goods.
The goods shall be packed and marked in a proper manner in accordance with the instructions stipulated
in the Contract or, otherwise, as customarily done in the trade, and in accordance with any requirements
imposed by applicable law or by the transporters and manufacturers of the goods. The packing, in
particular, shall mark the Contract or Purchase Order number and any other identification information
provided by UNOPS as well as such other information as is necessary for the correct handling and safe
delivery of the goods. Unless otherwise specified in the Contract, the Contractor shall have no right to any
return of the packing materials.

4.4 TRANSPORTATION & FREIGHT: Unless otherwise specified in the Contract (including, but not limited to,
in any “INCOTERM” or similar trade term), the Contractor shall be solely liable for making all transport
arrangements and for payment of freight and insurance costs for the shipment and delivery of the goods in
accordance with the requirements of the Contract. The Contractor shall ensure that UNOPS receives all
necessary transport documents in a timely manner so as to enable UNOPS to take delivery of the goods in
accordance with the requirements of the Contract.

4.5 WARRANTIES: Unless otherwise specified in the Contract, in addition to and without limiting any other
warranties, remedies or rights of UNOPS stated in or arising under the Contract, the Contractor warrants
and represents that:

4.5.1 The goods, including all packaging and packing thereof, conform to the specifications of the
Contract, are fit for the purposes for which such goods are ordinarily used and for any purposes
expressly made known in writing in the Contract, and shall be of even quality, free from faults and
defects in design, material, manufacturer and workmanship;

4.5.2 If the Contractor is not the original manufacturer of the goods, the Contractor shall provide UNOPS
with the benefit of all manufacturers’ warranties in addition to any other warranties required to be
provided under the Contract;

4.5.3 The goods are of the quality, quantity and description required by the Contract, including when
subjected to conditions prevailing in the place of final destination;

4.5.4 The goods are free from any right of claim by any third-party, including claims of infringement of any
intellectual property rights, including, but not limited to, patents, copyright and trade secrets;

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4.5.5 The goods are new and unused;

4.5.6 All warranties will remain fully valid following any delivery of the goods and for a period of not less
than one (1) year following acceptance of the goods by UNOPS in accordance with the Contract;

4.5.7 During any period in which the Contractor’s warranties are effective, upon notice by UNOPS that the
goods do not conform to the requirements of the Contract, the Contractor shall promptly and at its
own expense correct such non-conformities or, in case of its inability to do so, replace the defective
goods with goods of the same or better quality or, at its own cost, remove the defective goods and
fully reimburse UNOPS for the purchase price paid for the defective goods; and,

4.5.8 The Contractor shall remain responsive to the needs of UNOPS for any services that may be
required in connection with any of the Contractor’s warranties under the Contract.

4.6 ACCEPTANCE OF GOODS: Under no circumstances shall UNOPS be required to accept any goods that
do not conform to the specifications or requirements of the Contract. UNOPS may condition its acceptance
of the goods upon the successful completion of acceptance tests as may be specified in the Contract or
otherwise agreed in writing by the Parties. In no case shall UNOPS be obligated to accept any goods
unless and until UNOPS has had a reasonable opportunity to inspect the goods following delivery. If the
Contract specifies that UNOPS shall provide a written acceptance of the goods, the goods shall not be
deemed accepted unless and until UNOPS in fact provides such written acceptance. In no case shall
payment by UNOPS in and of itself constitute acceptance of the goods.

4.7 REJECTION OF GOODS: Notwithstanding any other rights of, or remedies available to UNOPS under the
Contract, in case any of the goods are defective or otherwise do not conform to the specifications or other
requirements of the Contract, UNOPS, at its sole option, may reject or refuse to accept the goods, and
within thirty (30) days following receipt of notice from UNOPS of such rejection or refusal to accept the
goods, the Contractor shall, in sole option of UNOPS:

4.7.1 provide a full refund upon return of the goods, or a partial refund upon a return of a portion of the
goods, by UNOPS; or,

4.7.2 repair the goods in a manner that would enable the goods to conform to the specifications or other
requirements of the Contract; or,

4.7.3 replace the goods with goods of equal or better quality; and,

4.7.4 pay all costs relating to the repair or return of the defective goods as well as the costs relating to the
storage of any such defective goods and for the delivery of any replacement goods to UNOPS.

4.8 In the event that UNOPS elects to return any of the goods for the reasons specified in Article 4.7, above,
UNOPS may procure the goods from another source. In addition to any other rights or remedies available
to UNOPS under the Contract, including, but not limited to, the right to terminate the Contract, the
Contractor shall be liable for any additional cost beyond the balance of the Contract price resulting from
any such procurement, including, inter alia, the costs of engaging in such procurement, and UNOPS shall
be entitled to compensation from the Contractor for any reasonable expenses incurred for preserving and
storing the goods for the Contractor’s account.

4.9 TITLE: The Contractor warrants and represents that the goods delivered under the Contract are
unencumbered by any third party’s title or other property rights, including, but not limited to, any liens or
security interests. Unless otherwise expressly provided in the Contract, title in and to the goods shall pass
from the Contractor to UNOPS upon delivery of the goods and their acceptance by UNOPS in accordance
with the requirements of the Contract.

4.10 EXPORT LICENSING: The Contractor shall be responsible for obtaining any export license required with
respect to the goods, products, or technologies, including software, sold, delivered, licensed or otherwise
provided to UNOPS under the Contract. The Contractor shall procure any such export license in an
expeditious manner. Subject to and without any waiver of the privileges and immunities of UNOPS,
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