contract anglais x3 vers passport

8/2/2019 Contract Anglais X3 Vers Passport

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BETWEEN

GROUPE i2e TECHNOLOGIES SAS ,located LES MILLES – BP 140 000,

13794 AIX-EN-PROVENCE CEDEX 03,represented by Mr Philippe VANNIER, CEO

AND

PUBLIC SAFETY SYSTEMS of the Great Libyan Arab Jamahiriya

____________________________________________

SELLER: ______________ BUYER: _____________



of 19SELLER: ______________ BUYER: _____________



CONTRACT NO.RS 2006-1806-PVB-1

FOR PURCHASE OF

HOMELAND AND SECURITY PROGRAM

BY

PUBLIC SAFETY SYSTEMS of the Great Libyan Arab Jamahiriya

FROM

GROUPE i2e TECHNOLOGIES SAS

of 19SELLER: ______________ BUYER: _____________



TABLE OF CONTENTS

ARTICLE NO. PAGEPREAMBLE 5

ARTICLE 1 : OBJECT OF CONTRACT........................................................................................................................ ..5ARTICLE 2 : ORIGIN............................................................................................................................................. ......... .5ARTICLE 3 : PRICES........................................................................................................................................................5ARTICLE 4 : TERMS OF PAYMENT.................................................................................................................. ......... ..6ARTICLE 5 : DELIVERY............................................................................................................................................. ....7ARTICLE 6 : PENALTY FOR LATE DELIVERY..................................................................................................... .....8ARTICLE 7 : FORCE MAJEURE................................................................................................................................. ....8ARTICLE 8 : TECHNOLOGY TRANSFER.................................................................................................. ........ ......... .9ARTICLE 9 : WARRANTY...................................................................................................................................... ........9ARTICLE 10 : CHANGES................................................................................................................................. ........ .......9ARTICLE 11 : TAXES AND DUTIES............................................................................................................... ......... .....9ARTICLE 12 : SUPPORT..................................................................................................................................................9ARTICLE 13 : MANUALS AND CATALOGS..............................................................................................................10ARTICLE 14 : OBSERVATION OF RULES & REGULATIONS......................................................................... .......10ARTICLE 15 : ADDRESSES & NOTICES.......................................................................................................... ......... .10ARTICLE 16 : RESERVED.............................................................................................................................................11ARTICLE 17 : LICENSES, PERMITS AND GOVERNMENT EXPORT REQUIREMENTS.....................................11ARTICLE 18 : SECURITY AND CONFIDENTIAL NATURE OF CONTRACT AND INFORMATION.......... .......11ARTICLE 19 : LANGUAGE....................................................................................................................................... ....11ARTICLE 20 : SELLER’s TECHNICAL ASSISTANCE...............................................................................................12ARTICLE 21 : ENTIRE AGREEMENT........................................................................................................... ......... .....12ARTICLE 22 : CONTRACT EFFECTIVITY.................................................................................................... ......... ....13ANNEX 1 : TECHNICAL SPECIFICATIONS................................................................................................................14ANNEX 2 : LINE ITEM PRICES.....................................................................................................................................15ANNEX 3: PAYMENT TERMS AND DELIVERY.......................................................................................................16ANNEX 5 : SPECIMEN – DOCUMENTARY CREDIT................................................................................................ .17ANNEX 6 : ADVANCE PAYMENT BANK GUARANTEE........................................................................ ......... .......18ANNEX 8.1 : CERTIFICATE OF CONFORMITY ....................................................................................................... .19ANNEX 8.2 : CERTIFICATE OF ACCEPTANCE............................................................................................. ........ ...20ANNEX 8.5 : FINAL ACCEPTANCE CERTIFICATE.................................................................................................21

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This contract (hereinafter referred to as this or the “CONTRACT”), dated 20 June 2006 , is enteredinto by and between

i. PUBLIS SAFETY SYSTEMS of the Great Libyan Arab Jamahiriya (referred to hereinafter asthe “BUYER”), represented by NASSER , and

ii. GROUPE i2e TECHNOLOGIES SAS, situated at LES MILLES – BP 140 000, 13794 AIX-EN-PROVENCE CEDEX 03, (referred to hereinafter as the “SELLER”), represented by Mr PhilippeVANNIER, CEO for provision of the HOMELAND SECURITY PROGRAM (referred tohereinafter as the “SYSTEMS”) and related services (referred to hereinafter as the “SERVICES”)as set forth in this CONTRACT.

PREAMBLE

WHEREAS the SELLER agrees to sell and deliver and the BUYER agrees to purchase and accept theHOMELAND SECURITY PROGRAM forth in this CONTRACT at the firm fixed prices set forthherein according to the delivery schedule set forth herein and according to the other terms andconditions of this CONTRACT;

WHEREAS the SELLER agrees to supply the BUYER with HOMELAND SECURITYPROGRAM , all in accordance with the terms and conditions of this CONTRACT.

WHEREAS the SELLER will obtain the required export licence (Government approval) from theFrench Government for the implementation of this CONTRACT.

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE 1 : OBJECT OF CONTRACT

The SELLER agrees to sell and deliver and the BUYER agrees to purchase and accept theHOMELAND SECURITY PROGRAM forth in this CONTRACT at the firm fixed prices set forthherein according to the delivery schedule set forth herein and according to the other terms andconditions of this CONTRACT. The HOMELAND SECURITY PROGRAM to be delivered under this CONTRACT is defined in Annex 1 (Technical specifications).

ARTICLE 2 : ORIGIN

The SELLER certifies that all supplies under this CONTRACT are of French, Asia and United Statesof America origin.

ARTICLE 3 : PRICES

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3.1 The SELLER agrees to sell and deliver and the BUYER agrees to purchase and accept theHOMELAND SECURITY PROGRAM provided under the terms of this CONTRACT, of new and latest manufacture along with services, at the firm fixed price of Euro 2 155 000 €

3.2 Prices mentioned in Article 3.1 are DDU BUYER’s premises as per INCOTERMS 2000, unless

indicated otherwise.

3.3 The price of this CONTRACT, including any subsequent amendments, shall be in Euro.

3.4 The details of the HOMELAND SECURITY PROGRAM pricing are set forth in Annex 1 of thisCONTRACT.

3.5 The prices of the HOMELAND SECURITY PROGRAM are identified in Annex 2 and includesall costs of manufacturing, inspection and acceptance tests to be carried out by the SELLER’sown Quality Control personnel, packing and crating, and all state, and taxes and duties outsideBUYER’s country.

ARTICLE 4 : TERMS OF PAYMENT

4.1 The BUYER agrees to make payment in Euro to the SELLER for HOMELAND SECURITYPROGRAM as listed in Annex 1 of this CONTRACT in accordance with terms and conditionsset forth herein below. Payment shall be made to the SELLER’s account at a bank which willspecified by the SELLER.

4.2 The BUYER shall make 1st advance payment, by wire transfer to the SELLER in an accountequal to thirty percent (30 %) of the total price.

Such advance payment is 646 500 Euros

The payment is effective at the notification of the contract. The start (T0) of delay is the date of effectiveness of this first payment, i.e. when money is received at the Seller’s bank.

4.3 The BUYER shall make a 2nd down payment to the SELLER in an account equal to twenty percent (20 %) of the total contract price. the SELLER shall receive a payment from theBUYER’s Bank drawn against the BUYER’s L/C in an amount equal twenty percent (20%) of the price of the contract.Such advance payment is 431 000 EurosThe payment is effective at T0 + 2 months

4.4 The BUYER shall make several down payments to the SELLER in an account equal to forty percent (40 %) of each item’s price upon Factory Acceptance of each item by both parties.The SELLER shall receive a payment from the BUYER’s Bank drawn against the BUYER’sL/C in an amount equal forty percent (40%) of the price of the items.Such multiple payments equal to 862 000 EurosThe reception of these sums triggers the shipment of the hardware from i2e toLibya

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4.5 The final payments will be paid upon delivery in country and acceptance of each item. TheSELLER shall receive several payments from the BUYER’s Bank drawn against theBUYER’s L/C in an amount equal ten percent (10%) of the price of the items.Such payments are equal to 215 500 Euros

4.6 BUYER’S LETTER OF CREDIT

Within thirty (30) calendar days of receipt of the acceptance of this contract by the SELLER the BUYER shall cause to be issued by the Banque Nationale de Paris (BNP) an irrevocableconfirmed letter of Credit (referred to as “BUYER’s L/C”) in favour of SELLER in an amountequal to one hundred per cent (100%) of the full price of this CONTRACT in this following

banking address:

Nations Bank, FranceBIC (Bank Identification Code): BNPAFRPPAIP

Number (IBAN) FR76 3000 4006 0100 0235 6480 521

The BUYER’s L/C shall provide for payment in Euro and shall permit partial shipments if accepted by the BUYER. All costs inside Libyan associated with the BUYER’s L/C shall be

borne by the BUYER and all costs outside Libyan shall be borne by SELLER.

The BUYER L/C shall expire upon final payment provided that the SELLER completes thefinal CONTRACT Line Items as stipulated in this CONTRACT. In the event that theSELLER’s delivery and acceptance of the final line item is delayed for reasons attributable tothe BUYER, the BUYER’s L/C may be extended of cost to be borne by the BUYER.

ARTICLE 5 : DELIVERY

5.1 SELLER’S OBLIGATIONS

5.1.1 The SELLER agrees to deliver the HOMELAND SECURITY PROGRAM inaccordance with the terms and conditions of this CONTRACT and as per the schedulesas set forth in Annex 3 of this CONTRACT.

5.1.2 Delivery of SYSTEMS shall be DDU in at BUYER’s designated location in ______ inaccordance with INCOTERMS 2000.

Delivery dates are stated in calendar months.T0 in this CONTRACT is the first down payment minus 1 day.

5.2 BUYER’S OBLIGATION

5.2.1 The BUYER shall provide office space within close proximity to the test site for up tofive (5) SELLER’s personnel beginning with T0 through completion of installationand checkout of the last delivered SYSTEM and any subsequent integration testing.

5.2.2 The BUYER shall provide security for the SELLER’s tools and equipment while theyare in BUYER’s facilities during the delivery.

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5.2.3 The BUYER shall assist the SELLER where possible to clear the SYSTEMS throughcustoms in BUYER’s country.

5.2.4 The delivery schedule shall be extended if the BUYER’s obligation(s) in thisCONTRACT is (are) delayed and supplies/services are not put at the SELLER’sdisposal by the BUYER within two (2) weeks from the date stipulated in the deliveryschedule on a day by day basis. All consequences related to such delay shall be borne

by the buyer.5.2.5 The equipment shall be considered delivered and operational if the buyer hasn’t sent

an official letter showing a problem with the equipment

ARTICLE 6 : PENALTY FOR LATE DELIVERY

6.1 If the SELLER delivers whole or part of SYSTEMS, as described in Annex 1, at a time later thanstated in the CONTRACT, a grace period of two (2) months will be granted to the SELLER.

6.2 After the grace period stipulated in above Article, the BUYER may invoke penalties of 0.3% byweek up to a maximum of three (3) percent of the CONTRACT. Penalties will be calculateditem by item separately. Late delivery of one item will not impact penalty calculation on other items.

ARTICLE 7 : FORCE MAJEURE

7.1 The SELLER and/or BUYER shall not be liable for delays in performance of its/their obligationswhen the delay is due to Force Majeure that is not due to its/their fault or negligence. Thefollowing are considered as Force Majeure. Acts of God, epidemic, earthquakes in theBUYER or SELLER’s premises and other premises directly related to this CONTRACT, war,government regulations or changes of regulation prohibiting from correct execution of thecontract.

7.2 In the event of a Force Majeure having affected the BUYER and/or SELLER, the affected partywill notify the other party within one (1) month from the occurrence of such Force Majeure,and within two (2) months of the event will provide evidence endorsed by the appropriateagency, substantiating that the said cause has affected the concern party and consequently

prevents the good performance of his obligation to this CONTRACT.

7.3 Fifteen (15) days after said notification both the SELLER and the BUYER will meet to discussthe status of the situation and actions will be taken, including consideration of deliveryschedule extension.

7.4 If the occurrence of Force Majeure has resulted in a delay of more than three (3) months, theBUYER reserves the right to terminate:

-9 Part of the CONTRACT affected and therefore delayed due to such ForceMajeure.

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7.5 Failure by the SELLER to obtain and secure the necessary export license, is/are considered as aForce Majeure. In such case, the obligations of each party described in this contract will befully maintained in all items where the export licences have been granted

ARTICLE 8 : TECHNOLOGY TRANSFER

It is well understood that besides the official training done by the i2e engineers on site during the first6 month, a period of 2 months will be used for technology transfer and information sharing in i2e’s

premises for 3 customers’ engineers. Lodging and day allowances are included in the contract andwill be born by i2e. The basis is campanile hotel or equivalent.

ARTICLE 9 : WARRANTY

9.1 The SELLER warrants that the SYSTEMS delivered under this CONTRACT shall be free fromdefect in material, workmanship, design and manufacture for a period of one (1) year from thefinal acceptance in. This acceptance test will last 1 month maximum.

9.2 Prior to, or concurrently with shipment of any alleged defective part or parts, the BUYER shallfurnish the SELLER with a Trouble/Failure Report describing its claim.

9.3 This warranty shall apply only to the extent that such SYSTEMS have been properly stored,installed and maintained in accordance with the SELLER’s recommendations as stated in theMaintenance and Repair Manual, Service Bulletins and any other instructions issued by theSELLER. This warranty does not apply if the item has been damaged by misuse (save in the

case of the SELLER) or if, modified or repaired by a party other than the SELLER withoutSELLER approval.

ARTICLE 10 : CHANGES

10.1 Any change(s) or alternation(s) or addition(s) to this CONTRACT shall only be valid provided they have been agreed upon in the form of a written amendment to the CONTRACTand signed by both parties.

10.2 The Authorized Officer of the Great Libyan Arab Jamahiriya one of his Assistants isauthorized to sign any change(s) or alteration(s) or addition(s) to this CONTRACT which do

not affect the price of the CONTRACT.

ARTICLE 11 : TAXES AND DUTIES

11.1 All taxes, duties, tariffs, or similar charges in BUYER’s country related to this CONTRACTwill be borne by the BUYER.

11.2 All taxes, duties, tariffs, or similar charges in SELLER’s country related to this CONTRACTwill be borne by the SELLER.

ARTICLE 12 : SUPPORT

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12.1 The SELLER will provide a proposal for Follow-on Support Contract within one (1) year from the effective date of this CONTRACT, including the PRICES and TERMS ANDCONDITIONS under which the SELLER will provide the BUYER with Spares, Repairs, TestEquipment (if applicable), Training, Data and Field Support for the SELLER’s SYSTEMS

purchased under this CONTRACT.

ARTICLE 13 : MANUALS AND CATALOGS

All manuals and catalogs shall be in the English languages.

ARTICLE 14 : OBSERVATION OF RULES & REGULATIONS

This CONTRACT shall be interpreted in accordance with the law applicable to transactions enteredinto Paris, France.

ARTICLE 15 : ADDRESSES & NOTICES

15.1 With respect to communications and correspondence relating to this CONTRACT, the addressof SELLER is:

And the address of the BUYER is:

(i) All contractual correspondence shall be sent to: _______________________ _______________________ _______________________ _______________________ Fax :

(ii) All technical correspondence shall be sent to: _______________________ _______________________ _______________________

_______________________ Fax :

15.2 Notices required by this CONTRACT shall be by telex, telefax or registered airmail to theabove addresses. The Notice shall be deemed to have been received on the first business dayin the country of receipt following the date of telex/telefax transmission for which proper answer back has been received by the sender, or the date of actual receipt of registered airmail.

15.3 In the event that the address of either party changes, the party changing its address shall notifythe other party of the new address by registered airmail. Otherwise all notice sent to theaddresses stated in the CONTRACT shall be considered correctly directed.

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ARTICLE 16 : RESERVED

ARTICLE 17 : LICENSES, PERMITS AND GOVERNMENT EXPORTREQUIREMENTS

17.1 All export licenses or permissions or approvals required by SELLER’s or SELLER’s sub-Contractors Government shall be obtained and secured by the SELLER, as part of thecontractual responsibility of the SELLER.

17.2 The SELLER will undertake to obtain the necessary Government permissions and licenses incase this CONTRACT requires an extension due to a delay caused by any of the partiesrelated to the program.

ARTICLE 18 : SECURITY AND CONFIDENTIAL NATURE OF CONTRACTAND INFORMATION

18.1 This CONTRACT is confidential between the parties and shall not without the prior writtenconsent of the other party, be disclosed by either party in whole or in part except in so far asmay be necessary for either party to carry out its obligations under this CONTRACT.

18.2 Both parties shall hold confidential all technical data and information supplied by or on behalf of any of them whether security classified or not and shall not reproduce any such technicaldata or information or divulge the same to any third party without the prior written consent of the other party.

18.3 Both parties shall accord to any data or information which bears other country's SecurityClassification the equivalent degree of security protection given to such matter in the country.

18.4 The completion or cancellation of this CONTRACT will not release the BUYER and theSELLER from their respective obligations under this Article.

ARTICLE 19 : LANGUAGE

19.1 It is agreed by both parties that the English language shall be the official language governingthe conduct of the parties under this CONTRACT.

19.2 All written or printed material provided by the SELLER and all communications andcorrespondence between the parties related to this CONTRACT shall be in the Englishlanguage.

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ARTICLE 20 : SELLER’s TECHNICAL ASSISTANCE

20.1 SELLER’s OBLIGATIONS:

20.1.1 The SELLER's specialists shall abide by all rules and laws within Libyan

20.1.2 If the BUYER so desires, the SELLER may arrange for detachment of additional specialists or extension of the period of detachment. These supplementaldetachments will then be governed by terms and conditions of this CONTRACTand prices to be mutually agreed.

20.1.3 The SELLER’s personnel shall not, in any circumstances, participate in anytasks associated with active military or police operations. They shall not operate inany areas of hostility.

20.2 BUYER’s OBLIGATIONS:

20.2.1 To enable the SELLER's personnel to perform his duties efficiently theBUYER shall designate a single representative with respect to the decisions to betaken on all the tasks associated with this CONTRACT.

20.2.2 The BUYER will assist the SELLER's personnel to obtain the necessary visaand any other official administrative documents required of them and their familiesduring their stay in Libyan. However, the SELLER's personnel will abide by the

prevailing rules and regulations of Libyan in this respect.

20.2.3 The BUYER shall provide all necessary facilities on site to enable the specialist to perform his work..

ARTICLE 21 : ENTIRE AGREEMENT

The CONTRACT, comprised of Article 1 through 22, pages 1 through 19, with Annexes 1 through8.5, constitutes the entire agreement between the BUYER & the SELLER as to the subject hereof, andcannot be changed except in writing, duly signed by authorized representatives of the BUYER and theSELLER.

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ARTICLE 22 : CONTRACT EFFECTIVITY

This CONTRACT shall become effective when the event has occurred:

(a) The CONTRACT has been signed by both the SELLER and the BUYER;

IN WITNESS WHEREOF, the BUYER and the SELLER have caused this CONTRACT to be signed by their duly authorized officers or representatives as of the day and year indicate below

BUYER

Signature

Name

Title

Date

SELLER

Signature

Name Philippe VANNIER

Title CEO

Date

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ANNEX 1 : TECHNICAL SPECIFICATIONS

The Technical Specification of the SYSTEMS is described in:

“20060512TP-HSOP Ind 02”:

“HOMELAND SECURITY PROGRAM”

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ANNEX 2 : LINE ITEM PRICES

ITEM PRICES

Part 5 PUBLIC SAFETY SYSTEMS NETWORK SECURIZATION 945 000 €

Part 6 MOBILE PHONE ENCRYPTION AND PROTECTION 3 050 000 €

Part 9 VIP CONVOY PROTECTION 4 000 000 €

Part 11 TRAINING AND TECHNICAL ASSISTANCE 2 100 000 €

TOTAL HOMELAND SECURITY PROGRAM 10 095 000 €

Part 7 LEGAL INTERCEPTION CAPABILITIES 750 000 €

Part 7 GSM MONITORING 350 000 €

Part 7 MOBILE USER LOCALISATION 640 000 €

TOTAL LEGAL GSM INTERCEPTION 1 740 000 €

Part 8 NETWORK STREAM ANALYSER [NSA] 8 560 000 €

Part 10 PASSPORT NETWORK PROGRAM 2 155 000 €

TOTAL PASSPORT AND NETWORK PROGRAM 10 715 000 €

Part 8 OPTION SECOND DATA BASE 230 000 €

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ANNEX 3: PAYMENT TERMS AND DELIVERY

AllItem Description

Delivery date(T0 + Month) Percentage

1st Advance Payment T0 30% of CONTRACTPrice

2nd Down Payment T0 + 2 20% of CONTRACTPrice

Factory Acceptance See TechnicalSpecification

40% of CONTRACTPrice

Final Acceptance See TechnicalSpecification

10% of CONTRACTPrice

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ANNEX 5 : SPECIMEN – DOCUMENTARY CREDIT

The BUYER shall establish Documentary Credit in accordance with the international rules andArticle 4.

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ANNEX 6 : ADVANCE PAYMENT BANK GUARANTEE

1. With reference to the CONTRACT No. RS 2006-1806-PVB-1 concluded on20th of June 2006 between PASSPORT NETWORK SERVICES of the Great Libyan Arab Jamahiriya (hereinafter called the – BUYER 1st party), and GROUPE i2e TECHNOLOGIES SAS , situated at LES MILLES – BP 140 000, 13794 AIX-EN-PROVENCE CEDEX 03, represented by Mr Philippe VANNIER, CEO (hereinafter called – SELLER – 2nd Party) for the supply of Emitters Receivers system and in accordance with Art. 4.3said CONTRACT stipulating that an amount 26 490 000 Euros representing 100 % of the value of theCONTRACT shall be paid in advance to the SELLER, we the undersigned undertake to hold at thedisposal of Nations Bank, France this sum as a Guarantee for advanced payment and it will becomeeffective from the day the BUYER makes remittance of the amount to the account of the SELLER.

2. This Guarantee is unconditionally payable to the BUYER upon first written demand by himwithout reference to the SELLER stating that the SELLER has failed to fulfil the terms of CONTRACT.

3. This Guarantee shall be valid for the entire period of the CONTRACT but shall be progressivelyreduced in proportion to the partial deliveries in accordance with the terms of the CONTRACTreferred to above by the amount confirmed by Finance Department as having been received towardssettlement of the advance and will expire automatically upon completion of full deliveries under thisCONTRACT with returning the document to the Bank.

4. If deliveries are not finalized within stipulated period of the CONTRACT and the cancellation has

also not been notified, Guarantee will progressively and automatically be extended till such time theconfirmation is given by the Director Government Accounts, _____________________ that either thedelivery of the outstanding items is completed or the advance has been fully recovered.

______________________________________ (NAME OF THE BANK)

NB : This Guarantee shall be issuedunder full responsibility of anylocal bank incorporated in _________________.

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ANNEX 8.1 : CERTIFICATE OF CONFORMITY

CONTRACT No.: ______________________________

LINE ITEM: of Annex 1

DESCRIPTION:

APPROVED BY SELLER

By :

(Typed or printed name)

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ANNEX 8.2 : CERTIFICATE OF ACCEPTANCE

CONTRACT NO.

LINE ITEM of Annex 3

DESCRIPTION OF EVENT

By signature below, it is hereby certified that the above described event scheduled at month _______________ has been conducted and accepted by the BUYER

IN WITNESS WHEREOF, the BUYER has caused this Certificate to be signed by their dulyauthorized representative.

APPROVED BYBUYER’s authorized representative:

By: ____________________

________________________ (Typed or printed name)

DATE: _________________

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ANNEX 8.5 : FINAL ACCEPTANCE CERTIFICATE

CONTRACT NO. _________________________________

By the signature below, it is hereby certified that the SYSTEMS provided by SELLER meet all of therequirements of the CONTRACT and are finally accepted as of the date hereof.

APPROVED BY

________________________

DATE : _________________

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