BWBV0005245
Geldig vanaf 30-07-1954
Artikel 7
Memorandum van Overeenkomst tussen de Regering van de Verenigde Staten en de Regering van Nederland betreffende Offshore Procurement
(a). The performance of work under this contract may be terminated by the United States Government in accordance with this clause in whole, or, from time to time, in part, whenever the Contracting Officer shall determine that such termination is in the best interests of the United States Government. Any such termination shall be effected by delivery to the Netherlands Government of a Notice of Termination specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective.
(b). After receipt of a Notice of Termination, and except as otherwise authorized by the Contracting Officer, the Netherlands Government shall (1) stop work under the contract on the date and to the extent specified in the Notice of Termination; (2) place no further orders or sub-contracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract as is not terminated; (3) terminate all orders and sub-contracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) assign to the United States Government, in the manner, at the times, and to the extent requested by the Contracting Officer, all of the right, title, and interest of the Netherlands Government under the orders and sub-contracts so terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and sub-contracts, with the approval or ratification of the Contracting Officer to the extent he may request, which approval or ratification shall be final for all the purposes of this clause; (6) transfer title and deliver to the United States Government, in the manner, at the times, and to the extent requested by the Contracting Officer, (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the Notice of Termination, and (ii) the completed or partially completed plans, drawings, information, and other property which, if the contract had been completed, would have been required to be furnished to the United States Government; (7) use its best efforts to sell, in the manner, at the times, to the extent, and at the price or prices authorized bij the Contracting Officer, any property of the types referred to in provision (6) of this paragraph., provided, however, that the Netherlands Government (i) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price of prices approved by the Contracting Officer; and provided further that the net proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the United States Government to the Netherlands Government under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may authorize (for the purposes of this sub-paragraph, such net proceeds will be exclusive of any identifiable taxes included therein from which the property has been exempted under the 7 March 1952 Tax Agreement); (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary, whether or not requested by the Contracting Officer, for the protection and preservation of the property related to this contract which is in the possession of this Netherlands Government and in which the United States Government has an interest. As soon as practicable the Netherlands Government may submit to the Contracting Officer a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been requested or authorized by the Contracting Officer, and may request the United States Government to remove such items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the United States Government will accept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement.
(c). As soon as possible after receipt of a Notice of Termination, the Netherlands Government shall submit to the Contracting Officer its termination claim, in a suitable form to be agreed upon. The claim shall be submitted not later than two years from the effective date of termination; provided, however, that the two Governments may agree to one or more extensions within such two year period or agreed extension thereof; provided further, that if the Contracting Officer considers that the facts justify such action, he may receive and act upon any such termination claim at any time after such two year period or any agreed extension thereof and provided further, that if the Netherlands Government, due to intervening armed hostilities, is unable to submit its claim during such two year period or any agreed extension thereof then the running of such two year period or any agreed extension thereof shall be suspended for such period during which the Netherlands Government is unable to present its claim. If no such claim is submitted within said period of two years plus any extensions, the Contracting Officer may determine the amount due and the amount so determined shall be paid to the Netherlands Government in full settlement of the termination; provided that the Contracting Officer shall first give the Netherlands Government written notice of the amount thus determined and the Netherlands Government shall have ninety (90) days from receipt of such notice within which to protest the amount of the determination. If the Netherlands Government does make such a protest to the United States Government, the two Governments shall, as promptly as possible, consult with each other with a view toward settling the amount due.
(d). In mutually arriving at a settlement hereunder the Netherlands Government and the Contracting Officer or his authorized representative or successor may agree upon the whole or any part of the amount or amounts to be paid to the Netherlands Government as fair compensation by reason of the total or partial termination of work pursuant to this clause. The contract shall be amended accordingly, and the Netherlands Government shall be paid the agreed amount.
(e). In arriving at a determination of the amount of compensation to be paid to the Netherlands Government in the event of the omission of the Netherlands Government to file a termination claim within the required time he Contracting Officer may be guided to the extent applicable by the “Statement of Principles for Determination of Costs” set forth in Part 4 of Section VIII of the Armed Services Procurement Regulation as in effect on the date of this contract, or by any other sound principles of cost determination; it being understood by both Governments that although the Contracting Officer is not required to be guided by that “Statement of Principles”, in making such determination, he will ordinarily be so guided.
(f). In arriving at the amount due to the Netherlands Government under this clause there shall be deducted (1) all unliquidated payments on account theretofore made to the Netherlands Government, (2) any claim which the United States Government may have against the Netherlands Government in connection with this contract, and (3) the agreed price for, or the net proceeds of sale of, any materials, supplies, or other things acquired by the Netherlands Government or sold, pursuant to the provisions of this clause, and not otherwise recovered by or credited to the United States Government (for the purposes of this sub-paragraph, such net proceeds will be exclusive of any identifiable taxes included therein from which the property has been exempted under the 7 March 1952 Tax Agreement).
(g). If the termination hereunder be partial, prior to the settlement of the terminated portion of this contract, the Netherlands Government may file with the Contracting Officer a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the Notice of Termination) and such equitable adjustment as may be agreed upon shall be made in such price or prices.
(h). Upon notification to the United States Government by the Netherlands Government that the Netherlands Government is precluded from performing the contract in accordance with its terms due to circumstances beyond the control of the Netherlands Government, the two Governments will consult with a view toward negotiating an amendment to the contract, in the form of a reasonable extension of time for the performance of the contract (it being recognized, however, that there may be special cases where the United States need for the end product will not admit of postponement) or an amendment to the contract in some other respect.
If the Netherlands Government should fail to perform the contract in accordance with its terms, and such failure should be due to causes within the control of the Netherlands Government, then the United States Government may terminate this contract by reason of the failure of the Netherlands Government to perform it. Any such termination shall be without cost to the United States Government, and without liability of either Government to the other; provided that the parties hereto may agree to the transfer to the United States Government of any of the property described in paragraph (b) (6) above, in which event the United States Government will pay to the Netherlands Government the price provided in the contract for completed items, and a price mutually agreed upon for other items.
(i). The Netherlands Government will make available to the United States Government without direct charge such books, records, documents, and other evidence bearing on the costs and expenses of the Netherlands Government under this contract and relating to the work terminated hereunder, as may be necessary to determine the facts, or, to the extent approved by the Contracting Officer, photographs, micro-photographs, or other authentic reproductions thereof.
(b). After receipt of a Notice of Termination, and except as otherwise authorized by the Contracting Officer, the Netherlands Government shall (1) stop work under the contract on the date and to the extent specified in the Notice of Termination; (2) place no further orders or sub-contracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract as is not terminated; (3) terminate all orders and sub-contracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) assign to the United States Government, in the manner, at the times, and to the extent requested by the Contracting Officer, all of the right, title, and interest of the Netherlands Government under the orders and sub-contracts so terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and sub-contracts, with the approval or ratification of the Contracting Officer to the extent he may request, which approval or ratification shall be final for all the purposes of this clause; (6) transfer title and deliver to the United States Government, in the manner, at the times, and to the extent requested by the Contracting Officer, (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the Notice of Termination, and (ii) the completed or partially completed plans, drawings, information, and other property which, if the contract had been completed, would have been required to be furnished to the United States Government; (7) use its best efforts to sell, in the manner, at the times, to the extent, and at the price or prices authorized bij the Contracting Officer, any property of the types referred to in provision (6) of this paragraph., provided, however, that the Netherlands Government (i) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price of prices approved by the Contracting Officer; and provided further that the net proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the United States Government to the Netherlands Government under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may authorize (for the purposes of this sub-paragraph, such net proceeds will be exclusive of any identifiable taxes included therein from which the property has been exempted under the 7 March 1952 Tax Agreement); (8) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) take such action as may be necessary, whether or not requested by the Contracting Officer, for the protection and preservation of the property related to this contract which is in the possession of this Netherlands Government and in which the United States Government has an interest. As soon as practicable the Netherlands Government may submit to the Contracting Officer a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been requested or authorized by the Contracting Officer, and may request the United States Government to remove such items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the United States Government will accept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement.
(c). As soon as possible after receipt of a Notice of Termination, the Netherlands Government shall submit to the Contracting Officer its termination claim, in a suitable form to be agreed upon. The claim shall be submitted not later than two years from the effective date of termination; provided, however, that the two Governments may agree to one or more extensions within such two year period or agreed extension thereof; provided further, that if the Contracting Officer considers that the facts justify such action, he may receive and act upon any such termination claim at any time after such two year period or any agreed extension thereof and provided further, that if the Netherlands Government, due to intervening armed hostilities, is unable to submit its claim during such two year period or any agreed extension thereof then the running of such two year period or any agreed extension thereof shall be suspended for such period during which the Netherlands Government is unable to present its claim. If no such claim is submitted within said period of two years plus any extensions, the Contracting Officer may determine the amount due and the amount so determined shall be paid to the Netherlands Government in full settlement of the termination; provided that the Contracting Officer shall first give the Netherlands Government written notice of the amount thus determined and the Netherlands Government shall have ninety (90) days from receipt of such notice within which to protest the amount of the determination. If the Netherlands Government does make such a protest to the United States Government, the two Governments shall, as promptly as possible, consult with each other with a view toward settling the amount due.
(d). In mutually arriving at a settlement hereunder the Netherlands Government and the Contracting Officer or his authorized representative or successor may agree upon the whole or any part of the amount or amounts to be paid to the Netherlands Government as fair compensation by reason of the total or partial termination of work pursuant to this clause. The contract shall be amended accordingly, and the Netherlands Government shall be paid the agreed amount.
(e). In arriving at a determination of the amount of compensation to be paid to the Netherlands Government in the event of the omission of the Netherlands Government to file a termination claim within the required time he Contracting Officer may be guided to the extent applicable by the “Statement of Principles for Determination of Costs” set forth in Part 4 of Section VIII of the Armed Services Procurement Regulation as in effect on the date of this contract, or by any other sound principles of cost determination; it being understood by both Governments that although the Contracting Officer is not required to be guided by that “Statement of Principles”, in making such determination, he will ordinarily be so guided.
(f). In arriving at the amount due to the Netherlands Government under this clause there shall be deducted (1) all unliquidated payments on account theretofore made to the Netherlands Government, (2) any claim which the United States Government may have against the Netherlands Government in connection with this contract, and (3) the agreed price for, or the net proceeds of sale of, any materials, supplies, or other things acquired by the Netherlands Government or sold, pursuant to the provisions of this clause, and not otherwise recovered by or credited to the United States Government (for the purposes of this sub-paragraph, such net proceeds will be exclusive of any identifiable taxes included therein from which the property has been exempted under the 7 March 1952 Tax Agreement).
(g). If the termination hereunder be partial, prior to the settlement of the terminated portion of this contract, the Netherlands Government may file with the Contracting Officer a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the Notice of Termination) and such equitable adjustment as may be agreed upon shall be made in such price or prices.
(h). Upon notification to the United States Government by the Netherlands Government that the Netherlands Government is precluded from performing the contract in accordance with its terms due to circumstances beyond the control of the Netherlands Government, the two Governments will consult with a view toward negotiating an amendment to the contract, in the form of a reasonable extension of time for the performance of the contract (it being recognized, however, that there may be special cases where the United States need for the end product will not admit of postponement) or an amendment to the contract in some other respect.
If the Netherlands Government should fail to perform the contract in accordance with its terms, and such failure should be due to causes within the control of the Netherlands Government, then the United States Government may terminate this contract by reason of the failure of the Netherlands Government to perform it. Any such termination shall be without cost to the United States Government, and without liability of either Government to the other; provided that the parties hereto may agree to the transfer to the United States Government of any of the property described in paragraph (b) (6) above, in which event the United States Government will pay to the Netherlands Government the price provided in the contract for completed items, and a price mutually agreed upon for other items.
(i). The Netherlands Government will make available to the United States Government without direct charge such books, records, documents, and other evidence bearing on the costs and expenses of the Netherlands Government under this contract and relating to the work terminated hereunder, as may be necessary to determine the facts, or, to the extent approved by the Contracting Officer, photographs, micro-photographs, or other authentic reproductions thereof.
- Citeren als
- Art. 7
- Geldig vanaf
- Status
- Geldend recht
- Identificatie
- BWBV0005245
- Officiële bron
- wetten.overheid.nl