LOGISTICS DIVISION
SERVICE LEVEL AGREEMENT (SLA)
FOR THE PROVISION OF
LOGISTICS SERVICES
IN SOMALIA
Between
ORGANISATION FULL TITLE (ORGANISATION ACRONYM)
And
THE UNITED NATIONS WORLD FOOD PROGRAMME (WFP)
(Hereinafter referred to as the “Parties” and, individually, as a “Party”).
Whereas
1.
The purpose is to establish a framework for logistics cooperation between ORGANISATION
ACRONYM and WFP in support of relief and development programmes in SOMALIA.
2.
The Parties hereby agree as follows:
TERMS AND CONDITIONS
General Provisions:
3.
The requested logistics services (“The Services”) are provided solely to support relief and
development programmes in SOMALIA.
4.
When providing the services under the Agreement, WFP shall be acting as agent for
ORGANISATION ACRONYM.
5.
WFP shall manage the services on a cost recovery basis, plus a 4.5 % percent overhead fee as per
WFP rules and regulations.
6.
Any special terms and conditions for the services will shall be specified in an Annex, signed by
both parties, which will and shall form an integral part of the SLA. In the event of a conflict
between the general terms and conditions of the SLA and those specified in the Annex, the latter
shall prevail.
Operational and Financial Provisions:
7.
ORGANISATION ACRONYM shall request services under this Agreement using a standard
format mutually agreed beforehand by the Parties and signed by an authorized official of
ORGANISATION ACRONYM.
8.
ORGANISATION ACRONYM shall provide WFP with the names of the officials authorized
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to request the services. ORGANISATION ACRONYM will provide WFP with a Service
Request Form (SRF) (blank copy attached)
9.
WFP shall issue an estimate in the form of a pro-forma invoice for any requested services (blank
copy attached). The pro-forma invoice will detail the terms, conditions and anticipated costs of the
services. Prior to any service being rendered, WFP shall submit the pro-forma invoice in US dollars
to ORGANISATION ACRONYM for approval.
10. ORGANISATION ACRONYM shall return a signed copy of the pro-forma invoice to WFP
and issue an advance payment in an amount equivalent to 75% of the value of the pro-forma
invoice. No service will be undertaken until these formalities have been complied with.
11. WFP shall carry out the requested services on behalf of ORGANISATION ACRONYM, enter
into contracts with, and pay the selected service providers in accordance with WFP rules and
regulations.
12. ORGANISATION ACRONYM shall be responsible for making adequate arrangements for
the insurance, up to the designated destination, of any goods transported, handled or stored in
execution of the Agreement. ORGANISATION ACRONYM shall obtain from its insurers an
express waiver of subrogation rights against WFP.
13. ORGANISATION ACRONYM shall be responsible for providing goods in good condition
with adequate packaging for transport, handling or storage.
14. ORGANISATION ACRONYM shall ensure that a designated official will attend the hand
over, inspection and delivery of any goods moved in execution of the present Agreement.
Furthermore, WFP may request the ORGANISATION ACRONYM’s attendance at any other
time where necessary.
15. Upon completion of the services, WFP shall invoice ORGANISATION ACRONYM in US
currency. Third party bills in non-US currency will be converted to US dollars at the current UN
rate applicable for the month of payment.
16. WFP will make every effort to inform ORGANISATION ACRONYM in advance of any
variation between the estimated and the charged rates.
17. ORGANISATION ACRONYM shall make payments in US Dollars in favour of WFP within
30 days of receipt of final invoices. In the event that ORGANISATION ACRONYM
DISAGREES with the invoice,ORGANISATION ACRONYM, shall notify WFP within
seven (7) days of receipt of the invoice.
18. WFP shall retain all original documentation relating to financial transactions under this Agreement
in compliance with the relevant WFP guidelines on maintenance of financial documents.
Liability:
19. ORGANISATION ACRONYM shall be responsible for and shall indemnify WFP against any
costs associated with the disposal, destruction or re-export of any damaged, expired or rejected
goods transported, handled or stored in execution of this Agreement.
20. ORGANISATION ACRONYM shall be responsible for and shall indemnify WFP against any
fines, taxes, duties or any other charges of a public nature which may be assessed by the competent
authorities in connection with any goods transported, handled or stored in execution of this
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Agreement.
21. WFP shall not assume responsibility for any loss or damage to any goods transported, handled or
stored in execution of the Agreement or for any indirect or consequential loss however caused,
arising out of any and all contracts entered into on behalf of ORGANISATION ACRONYM
unless attributed to gross negligence or wilful misconduct on the part of WFP.
22. In the event of loss or damage to any goods transported, handled or stored under this Agreement,
WFP shall, upon request from ORGANISATION ACRONYM, provide evidence of any
contract entered into on behalf ORGANISATION ACRONYM and/or extend assistance to it,
all costs and liabilities remaining with ORGANISATION ACRONYM /its insurers. In line
with the principles of cost recovery, any deductions or penalties which WFP may apply to
contracted services providers will be passed on to ORGANISATION ACRONYM.
23. WFP shall not accept responsibility for the unavailability, suspension or disruption of the service
provided in execution of this Agreement.
Privileges and Immunities
24. Nothing in this Agreement shall imply a waiver by the United Nations World Food Programme,
the United Nations or any of its Agencies or Organizations, of any privileges or immunity enjoyed
by them or their acceptance of the jurisdiction of the courts of any SOMALIA over disputes arising
out of the said Agreement.
Force Majeure
25. The term Force Majeure as employed herein shall mean any unforeseen event beyond the control
of either party and which neither party is able to overcome, that hinders, either temporarily or
definitely, the performance of obligations under the Agreement and may justify the postponement,
interruption or termination of such Agreement. If at any time during the course of this Agreement
it shall become impossible for any party to perform any of its obligations for reason of Force
Majeure, that party shall notify the other party of the existence of such Force Majeure within 14
days of its appearance, whereupon both parties will be relieved from such obligations and
reciprocal obligations. The party to which notice is given shall have the possibility to dispute the
existence and/or applicability of Force Majeure in the conditions set forth in section “Settlement
of Disputes”.
Settlement of Disputes
26. [if the ORGANISATION is not a UN Entity]: Any dispute arising out of this Agreement that
cannot be resolved by mutual agreement shall, at the request of either party, be settled by
arbitration in accordance with the Arbitration Rules of the United Nations Commission on
International Trade Law (UNCITRAL), as at present in force. The place of arbitration shall be
Rome and the language to be used in the arbitral proceedings shall be English. Any arbitration
award rendered in accordance with the provisions of this article shall be final and binding on the
Parties.
Other Conditions
27. This Agreement shall be binding upon the Parties hereto and extend to their successors in business
as if they were specially named herein and signed the same.
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28. The Parties shall coordinate at all levels to ensure the smooth operations of issues herein agreed
and bring to one another’s attention issues that might require discussion/revision.
29. ORGANISATION ACRONYM or WFP shall have the right to terminate this Agreement, by
30 days written notice to this effect, if it considers that the continued implementation of the
Agreement is impossible for impractical or unforeseen causes beyond the control of
ORGANISATION ACRONYM or WFP or in the event of default on the part of WFP. Both
parties agree to ensure best efforts to minimize any costs that may arise out of an early termination.
30. The Agreement shall be effective upon the signing of it by both Parties and shall remain in force
until 31 December 2012.
31. No modification or amendments of this Agreement shall be binding on either party unless both
have expressly accepted it.
32. In view of the above terms and conditions understood and mutually agreed upon, the Parties
hereby affix their signatures below.
For and on behalf of WFP
For
and
on
behalf
of
ORGANISATION
ACRONYM
NAME: Stefano Porretti
NAME:
WFP Representative in SOMALIA
ORGANISATION ACRONYM Representative
in SOMALIA
Date:______________________
Date:______________________
Witness:____________________
Witness:____________________
_________________________
________________________
Date:_______________________
Date:_______________________
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