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International project contracts

E.S.C.T. 2005-2006. International project contracts. Scope for this course. Objective Getting international project managers to contract management understanding a contract getting the capabilities to steer a contract negotiation Application

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International project contracts

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  1. E.S.C.T. 2005-2006 International project contracts

  2. Scope for this course • Objective • Getting international project managers to contract management • understanding a contract • getting the capabilities to steer a contract negotiation • Application • Contracting and executing an international project contract.

  3. My job : international contracts for telecom infrastructure

  4. General Points • Why a contract ? • A sale is an agreement by which Party A commits to deliver something to Party B and B commits to pay A • Under French Law, a written contract is not mandatory, but : • Extremely useful ( Accounting, tax regulations, banks, project management) • Contract includes the memory of the agreement between the Parties • Types of Contract : • Equipment, services, • Technical support, repair or maintenance • Training courses, transfer of know-how • All in the same contract

  5. General Points • What a contract must say? • Identification of the Parties: • The Seller • The Buyer • Their respective authorised representatives • The Scope of work: • Description of the Equipment • Description of the services • The delivery schedule • The Price: • The base price • The type of price • The Payment conditions • The General Terms and Conditions (“T & Cs”) • “Business” T & C • “Administrative” T & C • “Legal” T & C • The coming into force

  6. THE CONTRACT:Front Page • Contract Nber …. • Made and entered into by and between … • For the supply of … • Signed on … by Mr. … on behalf of (Buyer) and Mr. … on behalf of (Seller)

  7. THE CONTRACT: Identification of the Parties, preamble, summary • Identification of the Parties • Name, address, natural person empowered to execute and commit the company • Preamble • Explain the context of the Contract • Should not contain rights or obligations • Summary

  8. THE CONTRACT: Backbone of the Contract • Contract Terms • The contractual dictionary • Scope of the Contract • Description of Supply and services • Contract documents • The list of documents making part of the Contract • Delivery Schedule

  9. THE CONTRACT:Financial Terms • Price • Type of price • Firm • Firm and fixed • Currency • Taxes, levies and duties • Who pays what ? • Payment conditions • When? • Upon delivery • downpayment • Milestones • Term of payment • How? • Simple bank transfer • Means of payment (documentary credit, promissory note, etc …) • Guaranties issued in favour of the Customer

  10. THE CONTRACT:The rules of the game • Acceptance • Factory Acceptance • Final on Site Acceptance • Transfer of risk • Transfer of title • Buyer’s undertakings • Transport of equipments • Insurance • Customs clearance • Documentation • Associated Contractor’s obligations • warranty • Changes and spares • Training course • Default • Liquidated damages for late delivery • Termination for default

  11. THE CONTRACT:General T & C’s • Liabilities • Secret • Proprietary rights • Background • foreground • Force Majeure • Disputes • Arbitration • Coming into force

  12. THE CONTRACT:Annexes • Technical annexes • Technical specifications • Statement of work • Product assurance plan • Test plan definition (acceptance criteria) • Financial Annexes • Models of guarantee • Advance payment bank guarantee • Performance bank guarantee • Model of documentary credit • Model of promissory note • Other annexes • Power of attorney • Model of acceptance certificate

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