LOGISTICS DIVISION
SERVICE LEVEL AGREEMENT (SLA)
FOR THE PROVISION OF
LOGISTICS SERVICES
IN
COUNTRY
Between
ORGANISATION
(
ORGANISATION ACRONYM
)
And
THE UNITED NATIONS WORLD FOOD PROGRAMME (WFP)
(Hereinafter referred to as the “Parties” and, individually, as a “Party”).
Whereas1. This Agreement is entered into between the Parties in pursuance of a Technical Agreement/Memorandum of Understanding [DELETE WHICHEVER TITLE DOES NOT APPLY] for Logistics Cooperation (The “Technical Agreement”/”Memorandum of Understanding”) dated DATE (copy attached), the terms of which are fully incorporated. [IF THERE HAS BEEN NO TA OR MOU SIGNED AT HQ LEVEL THEN THIS CLAUSE IS NOT APPLICABLE. TO DENOTE THAT IS IT NOT APPLICABLE THE FONT SHOULD FORMATTED TO “STRIKETHROUGH”]
2. The purpose is to establish a framework for logistics cooperation between ORGANISATION ACRONYM and WFP in support of relief and development programmes in COUNTRY.
3. The Parties hereby agree as follows:
TERMS AND CONDITIONS
General Provisions:
4. The requested logistics services (“The Services”) are provided solely to support relief and development programmes in COUNTRY.
5. When providing the services under the Agreement, WFP shall be acting as agent for ORGANISATION ACRONYM.
6. WFP shall manage the services on a cost recovery basis, plus a 4.5 % percent overhead fee as per WFP rules and regulations.
Operational and Financial Provisions:
8. 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 ORGANISATIONACRONYM.
9. ORGANISATION ACRONYM shall provide WFP with the names of the officials authorized to request the services.
10. 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.
11. (Please chose the appropriate paragraph from the 3 options below)
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.
Or
ORGANISATION ACRONYM shall return a signed copy of the pro-forma invoice to WFP and issue an advance payment in an amount equivalent to 50% of the value of the pro-forma invoice. No service will be undertaken until these formalities have been complied with.
Or
ORGANISATION ACRONYM shall return a signed copy of the pro-forma invoice to WFP and issue an advance payment in an amount to be agreed upon. No service will be undertaken until these formalities have been complied with.
12. 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.
13. 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.
14. ORGANISATION ACRONYM shall be responsible for providing goods in good condition with adequate packaging for transport, handling or storage.
15. 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.
16. 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.
18. 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.
19. 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:
20. 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.
21. 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 Agreement.
22. 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.
23. 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 ORGANISATIONACRONYM.
24. WFP shall not accept responsibility for the unavailability, suspension or disruption of the service provided in execution of this Agreement.
Privileges and Immunities
25. 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 country over disputes arising out of the said Agreement.
Force Majeure
Settlement of Disputes
27. [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.
OR (delete whichever is not applicable)
27. [if the ORGANISATION is a UN Entity]: Any dispute, controversy or claim arising out of, or relating to, the present Agreement shall be settled by negotiation or other mutually agreed mode of settlement. Failing resolution in this manner, the matter will be referred to the Executive Heads of both Parties for decision.
Other Conditions
28. The terms and conditions of the Technical Agreement/Memorandum of Understanding [DELETE WHICHEVER TITLE DOES NOT APPLY] for Logistics Cooperation dated DATE are fully incorporated into the present Agreement. In the event of a conflict of conditions between the Technical Agreement/Memorandum of Understanding and the Agreement, the provisions contained in the SLA and/or the pro-forma invoice shall prevail. [IF THERE HAS BEEN NO TA OR MOU SIGNED AT HQ LEVEL THEN THIS CLAUSE IS NOT APPLICABLE. TO DENOTE THAT IS IT NOT APPLICABLE THE FONT SHOULD FORMATTED TO “STRIKETHROUGH”]
29. 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.
30. 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.
31. 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. 32. The Agreement shall be effective upon the signing of it by both Parties and shall remain in force
until DATE.
33. No modification or amendments of this Agreement shall be binding on either party unless both have expressly accepted it.
For and on behalf of WFP NAME
WFP Representative in COUNTRY
For and on behalf of ORGANISATION NAME
