8515 Za 001 D

SHAH GAS DEVELOPMENT (SGD) PROGRAM
Project: Code: Rev: 0
8515 8515-ZA-001-D Sheet 1 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project
GENERAL TERMS AND CONDITIONS OF SUBCONTRACTS FOR THE SHAH GAS GATHERING SYSTEM PROJECT
0 REV.
02/02/2011 DATE
Request for Proposal ISSUE OBJECTIVE
RRG BY
MKE VERIFIED
RPA APPR. PROJ.
8515-KZ-007-B, Rev. 0
THIS DOCUMENT IS THE PROPERTY OF TECNICAS REUNIDAS ABU DHABI. ALL REPRODUCTION PROHIBITED
8515 8515-ZA-001-D Sheet 2 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project
INDEX
1. DEFINITIONS ......................................................................................................................................... 3 2. GENERAL PROVISIONS ....................................................................................................................... 4 3. CONTRACTOR ...................................................................................................................................... 6 4. SUBCONTRACTOR ............................................................................................................................... 7 5. SUBCONTRACT PRICES.................................................................................................................... 10 6. TERMS OF PAYMENT......................................................................................................................... 13 7. WORK SCHEDULE AND PROGRESS ............................................................................................... 14 8. TIME FOR COMPLETION AND LIQUIDATED DAMAGES FOR DELAY .......................................... 16 9. EXECUTION OF THE WORK .............................................................................................................. 17 10. MATERIALS ......................................................................................................................................... 20 11. HEALTH, SAFETY AND ENVIRONMENT .......................................................................................... 22 12. INSPECTIONS AND TESTS ................................................................................................................ 26 13. QUALITY .............................................................................................................................................. 28 14. CHANGES ............................................................................................................................................ 29 15. CLAIMS ................................................................................................................................................ 32 16. ASSIGNMENT AND SUBCONTRACTING.......................................................................................... 33 17. TAXATION............................................................................................................................................ 34 18. LIABILITY OF SUBCONTRACTOR (INDEMNIFICATION) ................................................................ 35 19. INSURANCES ...................................................................................................................................... 35 20. COMPLETION AND ACCEPTANCE OF THE WORKS ...................................................................... 37 21. WARRANTIES ..................................................................................................................................... 39 22. ADVANCE PAYMENT, PERFORMANCE AND WARRANTY BONDS .............................................. 40 23. SUSPENSION ...................................................................................................................................... 43 24. TERMINATION FOR DEFAULT .......................................................................................................... 43 25. TERMINATION FOR CONVENIENCE ................................................................................................. 44 26. TRANSFER OF OWNERSHIP ............................................................................................................. 45 27. PATENT AND CONFIDENTIAL INFORMATION ................................................................................ 45 28. FORCE MAJEURE............................................................................................................................... 47 29. LIENS ................................................................................................................................................... 47 30. PROTECTION OF PERSONAL DATA ................................................................................................ 48 31. SETTLING OF DISPUTES ................................................................................................................... 49
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 3 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 1. DEFINITIONS 1.1. OWNER means the COMPANY which awards the MAIN CONTRACT for the execution of the PROJECT to the CONTRACTOR. 1.2. CONTRACTOR means the company which has been awarded the CONTRACT for the execution of the WORK by the OWNER and who signed this SUBCONTRACT with SUBCONTRACTOR. 1.3. COUNTRY means the COUNTRY in which the PLANT is built and is specified in the Special Conditions
1.4. AREA means the geographical location which contains the PLANT and may contain existing OWNERs assets in operation. 1.5. SUBCONTRACT means the agreement between the PARTIES as regulated by the SUBCONTRACT DOCUMENTS. 1.6. LAW means any LAW, statute, ordinance, rule, decree, requirement or regulation of any governmental authority or agency and any amendments or revisions thereto which may from time to time be in force, whether national, state, municipal, local or other government subdivision, having jurisdiction over the WORK in any place or COUNTRY where the WORK are being carried out. The term applicable LAW is to be construed accordingly. 1.7. SITE means the AREA specified in the TECHNICAL DOCUMENTATION where the CONTRACTORs WORK is carried out and any other place, including but not limited to external Workshops, which the OWNER might authorize or make available in order to execute the WORK and any part thereof, such as AREAS and warehouses for storing MATERIALS and equipment which are utilized by CONTRACTOR. 1.8. WORK means all WORKS and services, as foreseen by the SUBCONTRACT, which are to be executed by the SUBCONTRACTOR utilizing SUBCONTRACTORs own means and equipment, such WORKS and services being within the scope of the realization of the PLANT. 1.9. PLANT means all installations, structures, equipment and other things to be constructed in the WORK SITE as defined in the Special Conditions. 1.10. MATERIALS means any MATERIALS, equipment, supplies and other items permanently incorporated or intended to be incorporated in to the WORKS and include construction MATERIALS and consumables. 1.11. SUBCONTRACT WORK SCHEDULE means the document included in ANNEX VI WORK SCHEDULE and forming integral part of the SUBCONTRACT showing commencement and/or completion dates of the most significant sections of the WORKS as well as the TIME FOR COMPLETION for the WORKS. 1.12. SUBCONTRACTOR means the person or persons, firm or company named as such in the SUBCONTRACT Agreement, who has undertaken to execute the WORKS under this SUBCONTRACT and includes the SUBCONTRACTORs legal or nominated representatives, personnel, successors, SUBCONTRACTORS and permitted assignee. 1.13. TIME FOR COMPLETION means any dates set forth in the Special Conditions by which the MECHANICAL COMPLETION of the WORKS, or any separable portion thereof, and/or any other specified milestones are to be achieved.
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 4 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 1.14. LOWER TIER SUBCONTRACT means any SUBCONTRACT entered into by the SUBCONTRACTOR with any LOWER TIER SUBCONTRACTOR. 1.15. LOWER TIER SUBCONTRACTOR means any person or company of any tier, including but not limited to, suppliers or vendors of MATERIALS, suppliers or lessors of SUBCONTRACTORs EQUIPMENT and erection Sub-SUBCONTRACTORS, having a SUBCONTRACT with SUBCONTRACTOR or a LOWER TIER SUBCONTRACTOR for the performance of any part of the WORKS. 1.16. PERFORMANCE BOND means the Bank Guarantee provided by SUBCONTRACTOR in favor of CONTRACTOR to assure the proper fulfillment of the SUBCONTRACTORs obligations upon the issuance of the Provisional Acceptance Certificate by the CONTRACTOR. 1.17. WARRANTY BOND means the Bank Guarantee provided by SUBCONTRACTOR in favor of CONTRACTOR to assure the proper fulfillment of SUBCONTRACTORs obligations under the Warranty Period. 1.18. PERFORMANCE / WARRANTY BOND means the Bank Guarantee provided by SUBCONTRACTOR in favor of CONTRACTOR to assure the proper fulfillment of SUBCONTRACTORs obligations from the beginning of the Works execution until the issuance of the Final Acceptance Certificate by the CONTRACTOR. This Bond substitutes both PERFORMANCE BOND and WARRANTY BOND. 1.19. ADVANCE PAYMENT BOND means the Bank Guarantee provided by SUBCONTRACTOR in favor of CONTRACTOR to assure the proper use of the Advance Payment. This Bond shall be provided as a conditions precedent to make the Advanced Payment by the CONTRACTOR to SUBCONTRACTOR. 1.20. TECHNICAL DOCUMENTATION means the general specifications, reports, design specifications, erection specifications, drawings and spreadsheets forming the TECHNICAL DOCUMENTATION given by the CONTRACTOR to the SUBCONTRACTOR for the execution of the WORKS. The TECHNICAL DOCUMENTATION is both included in the Annexes to the SUBCONTRACT and developed and issued during the performance of the SUBCONTRACT. 1.21. SUBCONTRACTORS CONSENTS" means all such approvals, consents, authorizations, notifications, concessions, acknowledgements, agreements, licenses, permits, import permits, decisions, easements, public deeds, registration in public registries, way leaves and similar items, either in the name of the OWNER, the CONTRACTOR or the SUBCONTRACTOR, required to be obtained or maintained by the SUBCONTRACTOR under this SUBCONTRACT for the performance of the WORKS or any other obligation to be performed under the SUBCONTRACT from any Public Authority, or any other authority, agency, body or instrumentality including those required by the SUBCONTRACTOR for the design and construction of the Plant or for the import, handling, transportation and storage of any Materials and SUBCONTRACTOR's Equipment for the purposes of the WORKS. 2. GENERAL PROVISIONS 2.1. The SUBCONTRACT Documents and their Priority The rights and obligations of the PARTIES are specified in the SUBCONTRACT DOCUMENTS, which are the following: SUBCONTRACT AGREEMENT FORM
8515-KZ-007-B, Rev. 0 THIS DOCUMENT IS THE PROPERTY OF TECNICAS REUNIDAS ABU DHABI. ALL REPRODUCTION PROHIBITED
8515 8515-ZA-001-D Sheet 5 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project ANNEX I. GENERAL AND SPECIAL TERMS AND CONDITIONS AND INVOICING INSTRUCTIONS ANNEX II. PROJECT SCOPE ANNEX III. QUALITY ASSURANCE & CONTROL (QA/QC) ANNEX IV. HEALTH, SAFETY & ENVIRONMENT (HSE) ANNEX V. PRICE LIST & UNITS MEASUREMENT CRITERIA ANNEX VI. WORK SCHEDULE ANNEX VII. BOND FORMS ANNEX VIII. INSURANCE CERTIFICATES FORM ANNEX IX. CONFIDENTIALITY AGREEMENT 2.2. Interpretation of SUBCONTRACT Document In the SUBCONTRACT DOCUMENTS, except where specifically stated or the context requires otherwise: a) words importing the singular include the plural and vice versa b) words indicating one gender include any genders c) words importing a person include a firm and any entity having legal capacity d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and the words following any of those terms shall not limit the sense of the words preceding those terms, and e) reference to any document or agreement shall be construed as a reference to the same as it may have been, or may from time to time be, amended or modified The headings shall not be taken into consideration in the interpretation of these General Conditions. 2.3. Omissions, errors and ambiguities 2.3.1. SUBCONTRACTOR shall ensure that the WORK is executed and completed in accordance with the SUBCONTRACT. Any omissions, errors or other such deficiencies in the SUBCONTRACT shall not relieve SUBCONTRACTOR from its obligation to perform the WORK in accordance with industrial standards and industry practice which are generally accepted. 2.3.2. SUBCONTRACTOR shall notify CONTRACTOR of any errors, ambiguities or discrepancies, between or within any of the SUBCONTRACT sections, as and when they are identified. Such deficiencies shall be clarified by CONTRACTOR in writing and by Instruction if the clarification changes the form, specification, quality or quantity of the WORK. 2.3.3. SUBCONTRACTOR shall have a duty to mitigate costs arising from a failure to notify CONTRACTOR at the time an error or ambiguity or discrepancy could reasonably have been identified by an experienced SUBCONTRACTOR. SUBCONTRACTOR shall be barred from claiming an adjustment of the SUBCONTRACT Price and the Completion Date unless, in CONTRACTOR's reasonable opinion, the deficiency could not have been reasonably foreseen on or before the Effective Date.
8515 8515-ZA-001-D Sheet 6 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 2.3.4. In case of conflict among the SUBCONTRACT DOCUMENTS, the provisions of SubArticle 2.1 [The SUBCONTRACT Documents and their Priority] shall apply. It is however understood that any part of the WORKS shown in a document forming part of the SUBCONTRACT DOCUMENTS and not indicated in any other document of the same SUBCONTRACT DOCUMENTS is included in the WORKS. Regarding ANNEX V, Price Lists and corresponding Measurement Criteria shall be considered as complementary documents; in case of conflict among them, Price Lists content shall prevail. 2.4. References, notices and language 2.4.1. All correspondence, documentation and discussion related to the SUBCONTRACT and the WORK shall be in the English language unless specifically instructed otherwise by CONTRACTOR. 2.4.2. All instructions, notifications, agreements, acknowledgements shall be in writing. authorizations, approval and
2.4.3. Unless a reference to an Article specifies either a heading, title or a particular number then such reference shall be deemed to be to the same Article of the SUBCONTRACT within which the reference appears. Reference to a Clause shall be interpreted in the same way. 2.4.4. No failure on the part of CONTRACTOR to enforce or to require the strict adherence and performance of any of the provisions of the SUBCONTRACT or the failure to exercise a right, power or privilege conferred by this SUBCONTRACT, shall constitute a waiver of such provisions, or affect any of CONTRACTORs rights under the SUBCONTRACT. 2.4.5. No heading, index, title, subtitle, subheading or marginal note of the SUBCONTRACT shall limit, alter or affect the meaning or operation of the SUBCONTRACT. 2.4.6. CONTRACTOR shall act as an independent CONTRACTOR with respect to the WORK and neither SUBCONTRACTOR nor any LOWER TIERS nor any SUBCONTRACTOR Personnel shall be deemed to be the personnel or a representative of CONTRACTOR. 2.4.7. Any reference to statute, statutory provision or statutory instrument shall include any reenactment or amendment thereof for the time being in force. 2.4.8. Wherever the SUBCONTRACT states that the SUBCONTRACTOR is to perform a particular task at its expense, at its liability, at no extra cost to the CONTRACTOR or employs any other such expression, it shall be understood that the SUBCONTRACTOR may not receive any additional payment from the CONTRACTOR for that WORK and that, therefore, the cost thereof is included in the unit prices of the various units of WORK. 3. CONTRACTOR 3.1. CONTRACTORs rights CONTRACTORs rights shall include, without limitation: 3.1.1. to coordinate the WORKS of the various SUBCONTRACTORS Working on the PLANT at SITE and if the activities or WORK of any such SUBCONTRACTOR interferes with that of the others, the CONTRACTOR shall have the right to define its priorities and determine how the WORKS shall proceed.
8515 8515-ZA-001-D Sheet 7 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 3.1.2. to enter or access the SUBCONTRACTORs offices at any time whether such offices are within or outside the SITE, so long as it is utilized for the execution of the WORK, and at any time to enter or access the Workshops and storehouses of the SUBCONTRACTOR in order to carry out all the controls and inspections deemed necessary by the CONTRACTOR. 3.1.3. to require the replacement of SUBCONTRACTORs personnel who are deemed to be not suitable or adequate for the performance of his assigned functions or duties. 3.1.4. to establish the Working hours at SITE to which SUBCONTRACTORs personnel are obliged to adhere. 3.1.5. to verify and inspect the WORK during the execution thereof and at completion. 3.2. CONTRACTORs entitlement to interpret TECHNICAL DOCUMENTATION 3.2.1. CONTRACTOR is also entitled to interpret the TECHNICAL DOCUMENTATION and such interpretation shall be binding on the SUBCONTRACTOR and shall prevail over any different interpretation which the SUBCONTRACTOR may have. 3.3. CONTRACTORs appointment of project manager and construction manager 3.3.1. The CONTRACTOR, in order to manage the above activities, shall appoint a Project manager and a Construction Manager who will be assisted by an operational team consisting of Assistants (among which the Subcontracts Administrator) who report directly to them. These Assistants shall be assigned to perform specific control and inspection tasks for given AREAS or WORK specialties. 4. SUBCONTRACTOR 4.1. SUBCONTRACTORs responsibilities 4.1.1. SUBCONTRACTOR shall take special care in safeguarding and protecting the WORKS, drawings, documents, tools, utensils, MATERIALS, Construction Equipment and other items, whether owned, supplied by the CONTRACTOR or by third parties, and shall be liable for any damages thereof. 4.1.2. SUBCONTRACTOR shall cooperate with the CONTRACTOR or with any person designated by the CONTRACTOR, so as to ensure that all the WORKS at the SITE are performed efficiently and without delay. To this end, SUBCONTRACTOR shall make every effort to facilitate access to the WORKS at SITE at any time by the CONTRACTOR or by any other persons authorized by him. 4.1.3. SUBCONTRACTOR shall take full responsibility for the care of the WORKS, MATERIALS for incorporation therein and CONSTRUCTION EQUIPMENT, whether of temporary or permanent nature, from the WORK COMMENCEMENT DATE until the date of issue of the PROVISIONAL ACCEPTANCE CERTIFICATE. 4.1.4. SUBCONTRACTOR shall be responsible for all SUBCONTRACTORs Construction Equipment. When brought on to the SITE, SUBCONTRACTORs Construction Equipment shall be deemed to be exclusively intended for the execution of the WORKS. The SUBCONTRACTOR shall not remove from the SITE any major items of SUBCONTRACTORs Equipment without the consent of the CONTRACTOR. 4.1.5. SUBCONTRACTOR shall be fully responsible and liable for the acts or defaults of any of his LOWER TIERS SUBCONTRACTORS, his agents or employees, as if they were such WORK were his own.
8515 8515-ZA-001-D Sheet 8 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 4.1.6. If, in CONTRACTORs opinion, it becomes necessary for SUBCONTRACTOR to perform additional WORK not provided for in this SUBCONTRACT, the SUBCONTRACTOR shall be obliged to perform it according to the relevant instructions, on the same terms and conditions as provided in this SUBCONTRACT. The prices for such additional WORK shall be those specified in ANNEX V, and may not be altered or modified for the entire duration of the Project until the Projects completion. 4.1.7. SUBCONTRACTOR shall adapt its procedures to the Working hours applicable in the COUNTRY, adapting such Working hours to the timetable provided by the CONSTRUCTION MANAGER. 4.1.8. In order to eliminate any delays attributable to the SUBCONTRACTOR, the SUBCONTRACTOR may propose extensions in the Working hours, at its own expense, which may be applied once the CONSTRUCTION MANAGER has approved them. 4.1.9. SUBCONTRACTOR shall not use any MATERIALS or substances in the WORKS that are generally recognized, in accordance with the applicable standards in the COUNTRY, region or sector, to be harmful or unsuited for the relevant purpose. It shall also guarantee and demonstrate that the performance of all the equipment supplied, as part of the WORKS, complies with the manufacturers design parameters. 4.1.10. SUBCONTRACTOR shall undertake the WORKS in a diligent and continuous manner in keeping the COUNTRY standards and shall at all times have the necessary resources, intellectual and industrial property rights, experience, qualification and capacity to fully meet the obligations assumed in the SUBCONTRACT. 4.1.11. SUBCONTRACTOR shall not allow any contaminated MATERIALS or hazardous waste to be manufactured, stored, transported or be present on the SITE (except if it should be required for the performance of the WORKS and duly authorized), and shall not release, discharge or in any other way use such MATERIALS or waste at the SITE, or allow his LOWER TIERS SUBCONTRACTORS and suppliers or other persons to do so, either directly or indirectly. 4.1.12. SUBCONTRACTOR shall assist CONTRACTOR and/or OWNER to obtain all permits, licenses and other governmental authorizations which must be obtained in OWNERs and/or in CONTRACTORs name. SUBCONTRACTOR shall obtain and maintain valid all permits, licenses and other governmental authorizations for the performance of SUBCONTRACTORs WORK under the SUBCONTRACT. SUBCONTRACTOR shall be responsible for obtaining all Work Permits for his workers, as well as for his Lower Tier Subcontractors workers, to enable them to work within the COUNTRY and, specifically, inside the SITE, and shall be responsible for payment of all associated costs. 4.1.13. The SUBCONTRACTOR shall be responsible, at its own cost, for finding a suitable location for its Temporary Facilities outside the Site boundaries and for providing all accommodation, offices, workshops, warehousing, temporary electricity supplies, communication systems, utilities, infrastructure, toilets, chemical toilets at the WORK location, drainage, sewage treatment, catering, medical and support, transport of personnel, materials, equipment and tools to and from the WORK locations, and any other materials and services required for Temporary facilities. At the end of the works, the SUBCONTRACTOR shall clear any accommodation and services both above and below ground, and reinstate the land.
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 9 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 4.1.14. SUBCONTRACTOR's Consents The SUBCONTRACTOR shall, and shall cause its Lower Tier Subcontractors to, obtain and pay for (and maintain in effect and renew when necessary) in a timely fashion all SUBCONTRACTORs Consents, including but not limited to those SUBCONTRACTORs Consents listed in ANNEX I Special Terms and Conditions, and shall diligently pursue all services required for the obtainment of all SUBCONTRACTOR's Consents, even in the name of the OWNER or the CONTRACTOR (if so required by the OWNER or the CONTRACTOR or by applicable Laws), and shall give all notices and pay all fees required in relation thereto by the Laws or any Public Authority and shall keep the OWNER and the CONTRACTOR indemnified against all penalties and liabilities of any kind for breach of any such Laws or SUBCONTRACTORs Consents. The information supplied in the applications for SUBCONTRACTOR's Consents shall be complete and accurate and shall satisfy the substantive and procedural requirements of the Laws. The SUBCONTRACTOR shall allow all inspections required for or under the Consents or the Laws. For the avoidance of doubt, it is expressly agreed that any fines or other penalties incurred by the SUBCONTRACTOR, its agents, employees or its Lower Tier Subcontractors for non-compliance with applicable Laws or Consents or other governmental actions taken pursuant thereto or the Consents shall be the sole responsibility of the SUBCONTRACTOR. The preparation, follow-up and signature of all SUBCONTRACTORS Consents required by the Laws shall be the responsibility of the SUBCONTRACTOR. The SUBCONTRACTOR shall not be released of any of its obligations under the SUBCONTRACT due to a Lapse of Consent. Any action taken by the Government or a Public Authority as a result of non-compliance by the SUBCONTRACTOR with the Laws or Consents shall not constitute a Force Majeure Event. The above mentioned list of SUBCONTRACTOR's Consents is for guidance only and does not render the CONTRACTOR liable in respect of Consents which are required to be obtained by the SUBCONTRACTOR for the due execution of the Works under the SUBCONTRACT, but which are not included in such list. 4.2. SUBCONTRACTORs Representative SUBCONTRACTOR shall appoint the SUBCONTRACTORs Representative and shall give him all authority necessary to act on the SUBCONTRACTORs behalf under the SUBCONTRACT. Unless the SUBCONTRACTORs Representative is named in the SUBCONTRACT, the SUBCONTRACTOR shall, prior to Commencement Date, submit to CONTRACTOR for consent the name and particulars of the person the SUBCONTRACTOR proposes to appoint. If consent is withheld or subsequently revoked, or if the appointed person fails to act as SUBCONTRACTORs Representative, the SUBCONTRACTOR in due time shall similarly submit the name and particulars of another suitable person for such appointment in order not to jeopardize and/or create disruptions to the execution of the Project. The SUBCONTRACTOR shall not, without prior written consent of the CONTRACTOR, revoke the appointment of the SUBCONTRACTORs Representative or appoint a replacement.
8515 8515-ZA-001-D Sheet 10 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project The whole time of the SUBCONTRACTORs Representative shall be given to directing the SUBCONTRACTORs performance of the SUBCONTRACT. If the SUBCONTRACTORs Representative is to be temporarily absent from the SITE during the execution of the WORKS, a suitable person shall be appointed, subject to CONTRACTORs prior written consent, and the CONTRACTOR shall be notified accordingly. The SUBCONTRACTORs Representative may delegate any powers, functions and authority to any competent person, and may at any time revoke the delegation. Any delegation or revocation shall not take effect until the CONTRACTOR has received respective prior notice signed by the SUBCONTRACTORs Representative. The CONTRACTORs Representative and all these persons shall be fluent in the language for communications defined in Sub-Article 2.4 [References, notices and language] If the SUBCONTRACTORs Representative or his delegates are not fluent in said language, the SUBCONTRACTOR shall make competent interpreters available during all Working hours in a number deemed sufficient by the CONTRACTOR. 5. SUBCONTRACT PRICES 5.1. General As full and final compensation for the satisfactory performance of the WORKS, the CONTRACTOR shall pay the SUBCONTRACTOR the SUBCONTRACT PRICE, which shall be comprised of one or more of the following items as indicated in the Special Conditions: a) The lump sum(s) set forth in the PRICE LIST and/or; b) The amount calculated by application of any unit prices set forth in the PRICE LIST and/or; c) The amount calculated by application of any rates and fees set forth in the PRICE LIST for the compensation of DAYWORK and services and/or; d) The amount of any adjustment, increase or decrease, to above items, if any, evaluated in accordance with the provisions of the SUBCONTRACT, regardless of the overall amount of such adjustment. 5.2. Initial Estimated SUBCONTRACT Price The Initial Estimated SUBCONTRACT Price shall be the sum of the fixed and invariable during the SUBCONTRACTs validity Unit Rates applied to the original estimated quantities, as indicated in ANNEX V - PRICE LIST & MEASUREMENT CRITERIA of the SUBCONTRACT. 5.3. Final SUBCONTRACT Price The Final SUBCONTRACT Price shall be the sum of the fixed and invariable during the SUBCONTRACTs validity Unit Rates applied to the net actual quantity of each item of the Price List, plus the approved by CONTRACTOR Change Work Request (if any), as indicated in the SUBCONTRACT at the Completion of the WORKS. 5.4. Completeness of SUBCONTRACT Price The SUBCONTRACT PRICE shall cover all obligations, responsibilities and risks of the SUBCONTRACTOR in connection with the performance of the SUBCONTRACT in full compliance with the SUBCONTRACT DOCUMENTS.
8515 8515-ZA-001-D Sheet 11 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project The SUBCONTRACT PRICE shall cover all costs for the Workmanlike execution of the WORKS and shall include, but not be limited to, all salaries, wages, payroll related charges, medical care, boarding and lodging, assistance and superintendence, travel expenses, all costs of the provision of SUBCONTRACTORs EQUIPMENT, temporary WORKS, all SUBCONTRACTORs MATERIALS, temporary SITE accommodation and facilities, all general and administrative overheads, all charges, fluctuation of monetary exchange rates, inflation, contingencies, profits and all other costs of whatever nature arising from the performance of the WORKS and such taxes, duties, levies, imports and charges of whatever nature as may be payable by the SUBCONTRACTOR, any LOWER TIER SUBCONTRACTOR and their respective personnel in connection with the WORKS. The Unit Prices are considered as fixed, closed allocated amount including not only supply, construction and test as per the conditions set forth in this SUBCONTRACT, but also the equipment, materials, works and services specified in the SUBCONTRACT and its ANNEXES. The existence of more expenses than expected or less incomes than foreseen, for causes non attributable to the CONTRACTOR, shall not constitute a valid cause or duly justification to fail the compliance of the Works in the manner before agreed between the PARTIES; the SUBCONTRACTOR shall be obliged to furnish the necessary additional finance. The Unit Prices shall include the execution of the Works in the conditions established in the SUBCONTRACT and its ANNEXES. The performance of the WORKS shall be executed in accordance with the legal dispositions in force relating to the same and shall be adapted to the variations which might be produced during the execution of the WORKS, without implying an increase of the Prices per unit agreed upon between the PARTIES. 5.5. Correctness of SUBCONTRACT price The SUBCONTRACTOR expressly declares to have satisfied himself as to the correctness and sufficiency of the SUBCONTRACT PRICE (lump sums, unit prices, rates and fees), which shall cover any and all costs, profits and risks under the SUBCONTRACT. The SUBCONTRACTOR shall therefore expressly waive any right to compensation or indemnification and shall not avail himself of the remedies provided by the GOVERNING LAW to cover any additional costs arising out of the performance of the SUBCONTRACT, except insofar as it is otherwise provided in the SUBCONTRACT, and shall assume all related risks. 5.6. WORK SITE conditions The SUBCONTRACTOR shall be deemed to have inspected and examined the SITE and to have satisfied himself as to the local general and special conditions that may influence or affect the execution of the WORKS and as to the rates and price covering all his obligations under the SUBCONTRACT. 5.7. WORK measurement and evaluation The quantities set out in the Price Lists are the estimated quantities of the WORK but are not to be taken as the actual and correct quantities of the WORKS to be executed by the SUBCONTRACTOR in fulfilment of his obligations under the SUBCONTRACT. Any error in description in the Price List or omission therefrom shall not vitiate the SUBCONTRACT nor release the SUBCONTRACTOR from the execution of the whole or
8515 8515-ZA-001-D Sheet 12 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project any part of the WORK according to the Specifications or from any of his obligations or liabilities under the SUBCONTRACT. Any such error or omission shall be corrected by the SUBCONTRACTOR and the value of the WORK actually carried out shall be ascertained accordingly. Unless otherwise stated in the SUBCONTRACT, the SUBCONTRACTOR shall submit a Progress Payment Certificate (PPC) to the CONTRACTOR within 10 calendar days after the end of each month, in a form approved by the CONTRACTOR, showing in detail the amounts to which the SUBCONTRACTOR considers himself entitled, together with supporting documents which shall include the report on progress during the month. The measurements for the Progress Payment Certificate (PPC) shall be prepared considering that: a) measurement shall be made of the net actual installed quantity of each item of the Price Lists; b) the method of measurement shall be in accordance with the Price List and Measurement Criteria as per ANNEX V. c) for each item of WORK, the appropriate rate or price for the item shall be the rate or price specified for such item in the SUBCONTRACT or, if there is no such item, specified for similar WORK; d) any item of WORK included in the Price Lists for which no rate or price was specified shall be considered as included in other rates and prices in the Price Lists and will not be paid for separately; e) for the measurement of permanent WORKS to be carried out based on drawings, references or other records, SUBCONTRACTOR shall prepare said documentation to proceed with the measurement; f) The CONTRACTOR shall have 15 calendar days to approve and sign the Progress Payment Certificate (PPC)s. For determining the correctness of the Progress Payment Certificate (PPC) the CONTRACTOR may request the assistance of the SUBCONTRACTOR, who shall provide all the data, reports and details and provide the necessary equipment, MATERIALS and labour required by the CONTRACTOR for such assessment. Furthermore, CONTRACTOR may request SUBCONTRACTORs presence and/or assistance by requesting a qualified member of staff, who shall provide all relevant data, reports and any other request information from CONTRACTOR. Should SUBCONTRACTOR or his representative fail to attend a review and evaluation activity, the findings of the CONTRACTOR shall be accepted as accurate. If CONTRACTOR examines and disagrees with the Progress Payment Certificate (PPC)s, then the CONTRACTOR shall give notice to the SUBCONTRACTOR of the respects in which the records are asserted to be inaccurate. After receiving this notice, the SUBCONTRACTOR shall review the records and either confirm or vary them within 5 calendar days. If SUBCONTRACTOR fails to do so, CONTRACTORs assertions shall be accepted as accurate. In the event agreement is not achieved regarding a Progress Payment Certificate (PPC), CONTRACTOR shall make a fair determination, taking due regard of all circumstances. SUBCONTRACTOR shall give effect to the CONTRACTORs determination unless and until revised under Article 31 [Settling of Disputes].
8515 8515-ZA-001-D Sheet 13 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 6. TERMS OF PAYMENT 6.1. All invoices and other applications for payment shall be submitted in accordance with the requirements of ANNEX I INVOICING INSTRUCTIONS 6.2. No amount will be approved or paid until the CONTRACTOR has received and approved the corresponding bond, according to the Article 22 [ADVANCE PAYMENT, PERFORMANCE AND WARRANTY BONDS] herein. No amount will be approved or paid until the CONTRACTOR has received and approved the Insurances policies and corresponding certificate, as requested in the Article 19 [INSURANCES] herein. 6.3. If CONTRACTOR shall dispute any item on any invoice in whole or in part in any respect, CONTRACTOR shall pay only the undisputed portion of a disputed invoice. CONTRACTOR and SUBCONTRACTOR shall endeavor to settle any matters in dispute at the earliest possible time. 6.4. Unless otherwise stipulated in the SUBCONTRACT, within sixty (60) calendar days of receipt of the correctly issued and duly supported invoice, CONTRACTOR shall pay the amount of such. 6.5. All payments made by CONTRACTOR to SUBCONTRACTOR shall be made by bank transfer to SUBCONTRACTORs nominated bank account. SUBCONTRACTORs nominated account shall be in the name of and solely owned by SUBCONTRACTOR. 6.6. Interim Payments 6.6.1. SUBCONTRACTOR shall submit monthly invoices together with the duly approved and signed PROGRESS PAYMENT CERTIFICATION and any other document required in accordance with ANNEX I INVOICING INSTRUCTIONS. 6.6.2. The amounts paid shall be regarded for all purposes as payments on account of final settlement, which shall be made once all the WORKS are completed. The payment of an invoice by the CONTRACTOR shall not entail the CONTRACTORs approval or acceptance of the WORKS or portions thereof. Neither the presentation nor payment of an individual invoice shall be irrevocable or constitute a settlement of a dispute, or otherwise waive or affect the rights of the CONTRACTOR under the CONTRACT. 6.7. Final Payment 6.7.1. Twenty (20) calendar days before the foreseen Provisional Acceptance Date, the SUBCONTRACTOR shall submit to CONTRACTOR a final statement at completion with supporting documents evidencing: i) the value of all WORK done in accordance with the SUBCONTRACT up to the date stated in the Provisional Acceptance Certificate; ii) any further sums which the SUBCONTRACTOR considers to be due; iii) an estimate of any further amounts which the SUBCONTRACTOR considers will become due to him under the SUBCONTRACT. Estimated amounts shall be shown separately in this statement at completion.
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 14 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 6.7.2. The CONTRACTOR shall have twenty (20) calendar days to review the SUBCONTRACTORs Final Statement. If the CONTRACTOR disagrees with or cannot verify any part of the Final Statement, the SUBCONTRACTOR shall submit such further information as the CONTRACTOR may reasonably require within a reasonable agreed period and shall make such changes in the statement as may be agreed among CONTRACTOR and SUBCONTRACTOR. 6.7.3. When submitting the agreed and approved Final Statement, the SUBCONTRACTOR shall submit a discharge which confirms that the Final Statement represents full and final settlement of all moneys due to the SUBCONTRACTOR under or in connection with the SUBCONTRACT. 6.8. Right to set-off 6.8.1. Notwithstanding anything herein contained, CONTRACTOR shall always have the right to set off, withhold or deduct any payment (or part thereof) which may be, or become payable, by CONTRACTOR to SUBCONTRACTOR, and nothing in this Clause shall affect the right of the CONTRACTOR to recover from the SUBCONTRACTOR the whole of the debt or any balance that remains owed after any such deduction. 6.8.2. In particular, CONTRACTOR may withhold or deduct any payment or part thereof as CONTRACTOR considers reasonably necessary to guarantee the performance of the WORKS or to fully protect the CONTRACTORs rights under the SUBCONTRACT in any of the following circumstances: i) an Event of Default by the SUBCONTRACTOR has occurred; ii) any part of the payment corresponds to WORKS containing defects; iii) a claim is filed in respect of any encumbrance on the WORKS or any part thereof, or on any of the equipment or MATERIALS included therein by the SUBCONTRACTOR or any of its Sub-SUBCONTRACTORS, or by any other person, as a result of any act or omission of the SUBCONTRACTOR or of any of its Sub-SUBCONTRACTORS, and such encumbrance has not been lifted; iv) the SUBCONTRACTOR has not promptly remedied any defects; v) the CONTRACTOR has had to perform any WORKS under SUBCONTRACTORs obligations according to the SUBCONTRACT; vi) the SUBCONTRACTOR has failed to complete, to the CONTRACTORs satisfaction, any of the Minor Finishing WORK by the date specified therefore in Sub-Article 20.4 [Provisional acceptance]; or vii) the SUBCONTRACTOR has not promptly paid any amount due to CONTRACTOR pursuant to the SUBCONTRACT (including pre-established damages and amounts owed to the CONTRACTOR as a result of the lifting of encumbrances). 7. WORK SCHEDULE AND PROGRESS 7.1. Effective Date The Effective Date shall be the day in which the SUBCONTRACT has been signed and therefore when the SUBCONTRACT comes into force.
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 15 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 7.2. Commencement Date The Commencement Date shall be the date (i) on which SUBCONTRACTOR shall mobilize its staff and Equipment to SITE, according to the ANNEX VI - WORK SCHEDULE of the SUBCONTRACT after the issuance of the Notice to Proceed; or (ii) the Effective Date if no Notice to Proceed is issued. 7.3. Completion Date The Completion Date shall be the day on which the SUBCONTRACTOR has completed all the WORKS in accordance with the SUBCONTRACT, as further described under SubArticle 20.4 [Provisional acceptance]. 7.4. Period for Completion of the WORKS The period for total completion of the WORKS shall be counted from the Commencement Date to the total termination of all the WORK covered by the SUBCONTRACT, in accordance with the dates specified in the WORK SCHEDULE in ANNEX VI of the SUBCONTRACT 7.5. WORK SCHEDULE Within thirty (30) Calendar Days of the Effective Date, the SUBCONTRACTOR must prepare and submit to the CONTRACTOR a detailed WORK SCHEDULE (Level 3) in accordance with the date set out in ANNEX VI WORK SCHEDULE for CONTRACTORs comments. The CONTRACTOR shall be entitled to provide comments on the WORK SCHEDULE if and to the extent that the WORK SCHEDULE does not comply in any material respects with the SUBCONTRACTORs obligations and the SUBCONTRACT. 7.6. Duty to Report The SUBCONTRACTOR must monitor progress of all the activities specified in the WORK SCHEDULE, and supply a progress report to the CONTRACTORs Representative by the fifth day of each Month, or more frequently as the CONTRACTORs Representative may reasonably direct (including daily reports, as the case may be), detailing progress of all activities specified in the WORK SCHEDULE for the previous Month. The progress report must be in a form acceptable to the CONTRACTORs Representative and must include the matters required by the WORKS. 7.7. Revised WORK SCHEDULE The SUBCONTRACTOR may revise the WORK SCHEDULE from time to time and shall notify the CONTRACTOR of any adjustment to the WORK SCHEDULE, save that the SUBCONTRACTOR may not amend or adjust the Completion Date or any other interim milestones, as defined in ANNEX VI WORK SCHEDULE without the prior approval of the CONTRACTOR. If at any time, for a reason which would not entitle the SUBCONTRACTOR to an extension of time, the SUBCONTRACTORs actual progress on the critical path falls behind the WORK SCHEDULE, or it becomes apparent to either party that the SUBCONTRACTOR will fall behind, the SUBCONTRACTOR must immediately notify the CONTRACTORs Representative and promptly prepare and submit to the CONTRACTORs Representative for his approval a revised WORK SCHEDULE showing all or any changes to the critical path taking into account the prevailing circumstances and notify the CONTRACTORs
8515 8515-ZA-001-D Sheet 16 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project Representative of the actions being taken to expedite progress so as to attain Completion of the WORKS by the Completion Date. Any action in accordance with this Sub-Article 7.7 will not constitute acceleration and the SUBCONTRACTOR is not entitled to any extension of time or any extra costs for taking any such actions. 7.8. Progress of the WORKS If, in the opinion of the CONTRACTORs Representative, a delay in the progress of the WORKS attributable to the SUBCONTRACTOR is such that there is a reasonable likelihood that there will be a delay in the achievement of Completion of the WORKS by the Completion Date (or of agreed interim milestones), the CONTRACTOR may give a notice to the SUBCONTRACTOR requiring the SUBCONTRACTOR to remedy the delay by Working such additional hours and adding such additional staff necessary to immediately expedite progress so as to attain the Completion Date and the provisions of Sub-Article 7.7 [Revised WORK SCHEDULE] will apply. 8. TIME FOR COMPLETION AND LIQUIDATED DAMAGES FOR DELAY 8.1. Commencement of the WORKS The SUBCONTRACTOR shall promptly commence the execution of the WORKS on the COMMENCEMENT DATE and shall then proceed with due expedition and without delay in accordance with the SUBCONTRACT SCHEDULE. 8.2. TIME FOR COMPLETION The SUBCONTRACTOR shall achieve the MECHANICAL COMPLETION of the WORKS, or any separable portion thereof, and/or shall attain any other specified milestones on or before the TIME FOR COMPLETION stated in the Special Conditions or as amended under the provisions of Sub-Article 14.2 [Adjustment of SUBCONTRACT Price and TIME FOR COMPLETION due to Changes], Article 23 [Suspension] and Article 28 [Force Majeure]. Separable portion of the WORKS means any part or division of the PLANT specified in the SUBCONTRACT as a separable portion or declared by CONTRACTOR to be a separable portion. 8.3. Liquidated damages for delay The PARTIES expressly acknowledge that time is of the essence for the SUBCONTRACT. Therefore, if the SUBCONTRACTOR fails to achieve the MECHANICAL COMPLETION of the WORKS, or any separable portion thereof, and/or to attain any other specified milestones on or before the TIME FOR COMPLETION, the SUBCONTRACTOR shall pay to the CONTRACTOR for such default the sum stated as Liquidated Damages for Delay in the Special Conditions for every week or calendar day of delay as the case may be. The total amount due under this Sub-Article 8.3 shall not exceed the maximum amount stated in the Special Conditions. All sums payable by the SUBCONTRACTOR to the CONTRACTOR under this Sub-Article 8.3 are a true estimate of the costs that the CONTRACTOR will incur as a direct result of the delay and shall not be construed as a penalty nor shall contain any element of consequential loss or damage as referred to by Sub-Article 24 [Termination for Default]
8515 8515-ZA-001-D Sheet 17 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 9. EXECUTION OF THE WORK 9.1. WORK and Workmanship 9.1.1. SUBCONTRACTOR shall, subject to the provisions of the SUBCONTRACT and pursuant to all applicable LAW, and with due care and diligence, carry out the WORK and at its sole cost and expense provide all services, labour, supervision, MATERIALS, Construction Equipment, consumables and all other items, whether of a temporary or permanent nature, required for the WORK or reasonably inferred from the SUBCONTRACT. 9.1.2. SUBCONTRACTOR shall execute the WORK in a proper, Workmanlike manner with properly equipped facilities and in accordance with the specifications and standards given in the SUBCONTRACT and in line with recognized good industry practice and with the skill to be expected of a reputable SUBCONTRACTOR experienced in the types of WORK to be carried out under the SUBCONTRACT. 9.1.3. SUBCONTRACTOR represents that it has the experience, skills, knowledge, capability (including sufficient and competent supervisory and other SUBCONTRACTOR Personnel) and all necessary facilities and resources to efficiently and expeditiously perform the WORK in accordance with the SUBCONTRACT and that it shall provide such expertise, skills, knowledge, capability, facilities and resources. 9.1.4. In the event that SUBCONTRACTOR provides any MATERIALS or Construction Equipment for which there is no detailed specification included in the SUBCONTRACT and /or any related Purchase Order then these MATERIAL or Construction Equipment shall be new or as new, of good quality and Workmanship and fit for the intended purpose where a purpose is defined in the SUBCONTRACT or where no purpose is expressed, fit for its original purpose. 9.1.5. No review, consent, approval or acknowledgement by CONTRACTOR shall relieve SUBCONTRACTOR from any liability or obligation under the SUBCONTRACT. 9.1.6. Notwithstanding the expiry or termination of the SUBCONTRACT, SUBCONTRACTOR shall not abandon any WORK in progress and shall complete the WORK in accordance with the SUBCONTRACT. The terms and conditions of SUBCONTRACT shall remain in full force and effect during the period required to complete the WORK. 9.2. Supervision by SUBCONTRACTOR 9.2.1. SUBCONTRACTOR shall provide at its sole cost and expense all necessary supervision during the performance of the WORK. Such supervision shall be given by competent persons having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and the methods of preventing accidents) as may be required for the satisfactory performance of the WORK. 9.2.2. SUBCONTRACTOR shall execute the WORK in strict accordance with the SUBCONTRACT and shall comply with and adhere strictly to CONTRACTOR's instructions and directions on any matter concerning the WORK. 9.2.3. CONTRACTOR has the right to require the replacement of any representative of the construction management and/or supervision if this is not deemed adequate for the Project at the sole and exclusive judgement of the CONTRACTOR.
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 18 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 9.3. Information for the WORK 9.3.1. SUBCONTRACTOR shall be deemed to have satisfied itself, before entering into the SUBCONTRACT as to the extent and nature of the WORK, including but not limited to all information which may be needed to perform the WORK in accordance with the SUBCONTRACT, the character of the WORK, local conditions and facilities, safety requirements, employment and industrial matters and all other circumstances that may influence or affect the performance of the SUBCONTRACT. 9.3.2. SUBCONTRACTOR shall be deemed to have based his PROPOSAL on the information made available by the CONTRACTOR and on his own inspection, examination, necessary information and satisfaction all as aforementioned and satisfied himself before submitting his PROPOSAL as to the correctness and sufficiency of the rates and prices stated in its Price Lists which shall (unless otherwise provided in the SUBCONTRACT) cover all his obligations under the SUBCONTRACT. 9.3.3. SUBCONTRACTOR shall immediately inform CONTRACTOR in writing if the information received is insufficient to commence or to proceed with the WORK. 9.3.4. SUBCONTRACTOR shall be deemed to have obtained all available information as to risks, contingencies and all other circumstances which may influence or affect the performance under the SUBCONTRACT. 9.3.5. SUBCONTRACTOR shall check and verify any information obtained in writing from CONTRACTOR, and shall advise CONTRACTOR of any errors discovered therein. CONTRACTOR shall not be liable for any inaccuracy or insufficiency in the information given to or used by CONTRACTOR, except in the event and to the extent that such information is supplied by CONTRACTOR under the SUBCONTRACT and it is clearly impracticable for SUBCONTRACTOR to check such information or where the obligation to check is explicitly waived in the SUBCONTRACT. 9.4. Knowledge of the SITE 9.4.1. SUBCONTRACTOR warrants to have inspected and examined the SITE, its surroundings and information available in connection therewith and to have satisfied himself as to the form and nature of the SITE including the sub-surface conditions, the hydrological and climatic conditions, the extent and nature of all that is necessary for the completion of the WORK and the remedying of any defects, the LAWS, procedures and labor practices of the COUNTRY, the requirements for access, accommodation, facilities, personnel, power, transport, water and other services that SUBCONTRACTOR may require. 9.4.2. SUBCONTRACTOR shall bear all the costs and expenses involved in the rights of way or the special or temporary use of third-party property that SUBCONTRACTOR considers necessary for the performance of the WORKS, outside the occupation AREA. 9.4.3. SUBCONTRACTOR's undertaking to carry out the WORK for the SUBCONTRACT Price shall be deemed to be based on and made in the light of all above data and conditions and all criteria of design which CONTRACTOR has required SUBCONTRACTOR to undertake in carrying out the WORK. 9.4.4. SUBCONTRACTOR may rely on the accuracy and sufficiency of sub-soil information bound into the SUBCONTRACT.
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 19 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 9.5. Housekeeping 9.5.1. During the execution of the WORKS, SUBCONTRACTOR shall promptly and continuously remove any surplus MATERIALS, waste, wreckage or temporary installations which are no longer required and shall at all times leave the SITE and the WORKS clean and tidy, and in a safe state suitable for Working in. 9.5.2. Upon Completion of the WORK, SUBCONTRACTOR shall leave the SITE in a clean and orderly condition with nothing left buried or hidden. SUBCONTRACTOR Representative or SUBCONTRACTOR SITE Representative shall remain at the SITE until all restoration and cleaning WORK has been carried out to the satisfaction of CONTRACTOR. 9.6. Urgent WORK 9.6.1. If, in the opinion of CONTRACTOR, any WORK, repair or remedial action is urgently required, either for the security or safety of the SITE or for the progress of WORK or services being performed by others or for any other reason which justifies immediate action, and SUBCONTRACTOR is unable or unwilling to execute such WORK, repair or remedial action, then CONTRACTOR may call in another SUBCONTRACTOR and/or utilize such equipment as it requires to carry out any such WORK, repair or remedial action which it considers necessary. In such case CONTRACTOR shall be responsible for the operation of such equipment and be liable for any loss or damage to such equipment. 9.6.2. If the WORK, repair or remedial action so carried out by CONTRACTOR or others was in SUBCONTRACTOR's responsibility then all costs and charges properly incurred shall be recoverable by CONTRACTOR from SUBCONTRACTOR. CONTRACTOR shall, as soon as may be reasonably practicable after the occurrence of any emergency necessitating urgent action as referred to above, advise SUBCONTRACTOR thereof in writing. 9.7. Defective WORKS 9.7.1. The SUBCONTRACTOR shall, at his own expense, demolish, dismantle, reconstruct and/or repair any part of the WORKS which is defective, hazardous and/or inadequately fabricated or installed and/or not executed in compliance with the SUBCONTRACT DOCUMENTS and the TECHNICAL DOCUMENTATION. 9.7.2. If the SUBCONTRACTOR, within a reasonable time, fails to demolish, dismantle, reconstruct and/or make good any WORK as aforesaid ordered by the CONTRACTOR, the CONTRACTOR, at his sole discretion, shall either (i) execute such WORK, directly or through other SUBCONTRACTORS, and all expenses consequent thereon or incidental thereto shall be borne by the SUBCONTRACTOR or (ii) shall serve notice under Article 24 [Termination For Default]. 9.8. Setting out of the WORK 9.8.1. SUBCONTRACTOR shall be liable for the true and proper setting out of the WORK in relation to original points, lines and levels of reference given by CONTRACTOR in writing, for the correctness of the position, levels, dimensions and alignment of all parts of the WORK and for the provision of all necessary instruments, appliances and labour in connection therewith.
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 20 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 9.8.2. If at any time during the execution of the WORK any error appears or arises in the position, levels, dimensions or alignment of any part of the WORK, SUBCONTRACTOR shall inform CONTRACTOR and SUBCONTRACTOR shall rectify such error at its own cost. 9.8.3. The checking of any setting out or of any line, level, co-ordinate, or position of a marker by CONTRACTOR shall not in any way relieve SUBCONTRACTOR of its responsibility for the correctness thereof. 9.8.4. SUBCONTRACTOR shall be responsible for the preservation of bench marks, pegs or other marks used in setting out the WORK and shall not remove any pegs or marks without properly fixing such other marks as will enable replacement of them in their original positions. It shall also be the duty of SUBCONTRACTOR to replace all such pegs and marks so removed and if SUBCONTRACTOR fails to replace such pegs and marks when required to do so by CONTRACTOR then the cost of such replacement shall be for SUBCONTRACTOR's account. 10. MATERIALS 10.1. The MATERIALS to be supplied by the SUBCONTRACTOR are those listed in ANNEXES II and V. They shall fulfill the technical characteristics provided in the Specifications and applicable codes and standards. The SUBCONTRACTOR must deliver to the CONTRACTORs MANAGEMENT a copy of its orders for the MATERIALS to be supplied, along with the acceptance certificate therefore and any applicable import licenses. It shall be responsible for procuring such documents and for any consequent expenses. 10.2. All the WORKs MATERIALS must be new and of the highest quality specified for this kind of MATERIALS in ANNEX II. The WORKs MATERIALS to be supplied by the SUBCONTRACTOR shall be monitored every month. 10.3. The SUBCONTRACTOR shall be obliged to set up a store for the MATERIALS that it is to supply, keeping a record sheet for each item on which its movements will be noted. The store shall be organized in such a way that the CONTRACTORS MANAGEMENT may, at any time, check the actual consumption of the various types of MATERIALS. 10.4. The SUBCONTRACTOR shall, at its own expense, supply the necessary samples of MATERIALS for inspection and for the performance of the tests provided for in Article 12 [Inspections and tests] and in the Specifications in ANNEX II. It must also provide the necessary assistance, equipment and labor for this purpose. The number or quantity of samples and the maintenance and test procedures shall be as provided in ANNEX II and ANNEX III. Once the samples have been approved, the SUBCONTRACTOR shall be solely responsible for ensuring that all the MATERIALS delivered to the SITE are of the same quality as the approved samples. 10.5. All MATERIALS imported by the SUBCONTRACTOR must be accompanied, as a minimum but not limited to, by original quality certificates on which the authorities of the exporting COUNTRY, or a quality control agency previously accepted by the CONTRACTOR, state that the imported MATERIALS comply with the specifications of this SUBCONTRACT. These certificates must be drawn up in such a way as to allow the MATERIALS in question to be quickly identified. 10.6. Unless otherwise stipulated in the SUBCONTRACT, the SUBCONTRACTOR shall pay all the duties and indirect taxes and charges of any other kind applicable to the importing of
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 21 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project the MATERIALS that it is to supply, along with any expenses arising from customs formalities. 10.7. The acceptance of MATERIALS shall be in accordance with what is provided in the SUBCONTRACT documents. When, in the CONTRACTORS MANAGEMENTs opinion, the MATERIALS supplied by the SUBCONTRACTOR are unsuitable for their intended purpose, the SUBCONTRACTOR shall replace them with others, without causing delays in the performance of the WORKS or giving rise to any extra cost for the CONTRACTOR. 10.8. The MATERIALS that the CONTRACTOR is to supply to the SUBCONTRACTOR shall be provided at a rate depending on the assembly requirements, in accordance with the WORK SCHEDULE provided in ANNEX VI. These MATERIALS shall be provided at the CONTRACTORs store, or at any other location that the CONTRACTOR designates, and shall be listed on the stores record sheets. The CONTRACTOR shall be responsible for the management of MATERIALS in its store, and shall have specialist staff on the SITE for the purpose within the organization headed by the CONTRACTORS MANAGEMENT. When taking over the MATERIALS supplied by the CONTRACTOR, the SUBCONTRACTOR shall check their condition and shall immediately report to the CONTRACTOR any defects. After acceptance he shall be responsible for all defects in the said MATERIALS, except design and/or manufacturing defects, which may be detected during the execution or at the termination of the WORK. Delays if any, in delivery of MATERIALS supplied by the CONTRACTOR will not entitle the SUBCONTRACTOR to claim any compensation, except as provided in the SUBCONTRACT. The SUBCONTRACTOR shall be responsible and liable, as custodian thereof, for the transportation of MATERIALS from the general store and their unloading at the SUBCONTRACTORs store or at the final SITE where they are to be installed, along with their care, custody and maintenance, up to the handover of the PLANT to the CONTRACTOR. The PERFORMANCE BOND or PERFORMANCE / WARRANTY BOND provided for in Article 22 [Advance Payment, Performance and Warranty Bonds] shall be used to cover any damages, deterioration, losses, thefts or accidents of any kind that the MATERIALS may sustain while under SUBCONTRACTS custody. 10.9. The SUBCONTRACTOR shall supply, at its expense, all the mechanical and human resources required for the unloading of the MATERIALS and equipment supplied by the CONTRACTOR, from the means of transport in which they arrive at the SITE or its vicinity, and their conveyance to the CONTRACTORs store. The SUBCONTRACTOR shall provide the necessary mechanical and human resources to help the CONTRACTOR in the receipt of the MATERIALS and equipment, and for the handling thereof in the CONTRACTORs store, as regards both their arrangement therein and their shipment, in order to fulfill the terms and conditions of the SUBCONTRACT and its ANNEXES. 10.10. The SUBCONTRACTOR shall ensure that the OWNER and/or CONTRACTOR are entitled to visit and/or inspect the WORKS, drawings, documents and any other MATERIALS relating to the WORKS at any reasonable time during the equipments manufacturing and assembly, or any other site of the SUBCONTRACTOR or of its LOWER TIER SUBCONTRACTORS at which the equipment (or any part thereof) is manufactured, and to witness the acceptance tests in the factory. 10.11. SCRAP The SUBCONTRACTOR shall undertake to work and/or to install MATERIALS delivered to him by the CONTRACTOR in such a way that scrap is avoided as far as practical.
8515-KZ-007-B, Rev. 0
8515 8515-ZA-001-D Sheet 22 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project Scrap is defined as the difference between the MATERIAL taken by the SUBCONTRACTOR and that installed plus the unworked MATERIAL returned to the warehouse. On completion of the WORK the SUBCONTRACTOR shall return all scrap to collection points indicated by the CONTRACTOR. Under penalty of termination of the SUBCONTRACT, the SUBCONTRACTOR undertakes not to remove from the SITE and/or hide scrap of any kind or quantity. The CONTRACTOR will issue a receipt for returned scrap subdivided into: a) recoverable scrap b) irrecoverable scrap These receipts shall be kept by the SUBCONTRACTOR and shown when closing the accounts. Irrecoverable scrap is the MATERIAL having no practical use. 11. HEALTH, SAFETY AND ENVIRONMENT 11.1. SUBCONTRACTOR acknowledges that the CONTRACTOR is actively promoting the preservation of health, safety and environment. SUBCONTRACTOR is consequently requested to: a) ensure that the highest priority is given to the preservation of health, safety and environmental during the execution of all SUBCONTRACTORs activities; b) comply with all the LAW requirements relevant to health, safety and environment; c) provide a suitable analysis of all incidents and near miss incidents in order to identify and implement corrective actions to avoid similar occurrences; d) minimize impacts on the environment SUBCONTRACTORs activity; during the execution of any
e) select only suppliers and LOWER TIER SUBCONTRACTORS who are willing to fulfil the above requirements and ensure their compliance with such requirements. 11.2. CONTRACTOR requires SUBCONTRACTOR, and SUBCONTRACTOR hereby undertakes, to attribute and place the highest priority and importance on the WORK safety, health and the protection of the environment throughout the execution of the WORK. 11.3. SUBCONTRACTOR acknowledges that prior to commencing the WORK, it has analyzed all the risks to the safety of the employees and of damage to the environment as a consequence of its intended activity and it is perfectly and fully aware of all the relevant regulations, including without limitation the LAWS and Regulations expressly issued by the relevant national or local Authorities and also any other unwritten good industry practice to be observed in order to eliminate or however to reduce the risk of causing safety hazards and damage to the environment. SUBCONTRACTOR guarantees that it shall fully comply with the aforementioned LAWS and Regulations and it shall take all necessary steps to avoid any risk of actual or potential damage. 11.4. SUBCONTRACTOR shall and hereby does release indemnify and hold harmless the CONTRACTOR and/or OWNER from and against any liability, damage or economic loss
8515 8515-ZA-001-D Sheet 23 of 49
General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project howsoever arising from claims or proceedings by any third party in respect of any accident or other event, which is caused by or connected (i) with any type of non-compliance with safety norms and regulations or (ii) with damage to the environment, deliberately or accidentally caused or stirred up by the activity of the SUBCONTRACTOR. 11.5. SUBCONTRACTOR is responsible throughout the execution of the WORK, for SITE safety and environment preservation, ensuring that the WORK environment is always safe and adequately protecting all the people present on the SITE, even if they are not the SUBCONTRACTORs employees, from risks of accidents or other health hazards and environment damage. 11.6. SUBCONTRACTOR shall also coordinate with the CONTRACTOR and the other SUBCONTRACTORS working in the AREA and shall make sure that the execution of its WORK does not interfere with the activities of such other SUBCONTRACTORS and shall avoid creating situations which may pose a potential danger to the safety of any person or damage to the environment. 11.7. SUBCONTRACTOR also guarantees that its LOWER TIER SUBCONTRACTORS shall place the same level of importance on WORK safety, health and environment. 11.8. Before commencement of its on SITE activities, SUBCONTRACTOR shall establish adequate safety measures and environment preservation measures which shall comply with all applicable LAWS and shall include all other measures which, according to the ordinary standards of diligence in the industry, are suitable to improve the safety and environment preservation levels of the SITE. 11.9. SUBCONTRACTOR shall also establish and publish regulations, procedures and construction methods and if necessary, shall integrate and coordinate its regulations and procedures with those of CONTRACTOR or OWNER. 11.10. SUBCONTRACTOR shall inform its workmen and those of its LOWER TIER SUBCONTRACTORS that compliance with safety and environment preservation regulations and procedures is a prerequisite of their employment at the SITE. 11.11. SUBCONTRACTOR shall ensure that its workmen and those of its LOWER TIER SUBCONTRACTORS have been adequately trained in the safe use of WORK equipment or tools at the SITE and for this purpose shall take into account the specific risks connected to the specific WORKS that are carried out on SITE. The training shall cover all aspects relevant health, safety and environment SUBCONTRACTOR shall, at its own cost, ensure that all its personnel and LOWER TIER SUBCONTRACTORs Personnel, prior to entering OWNERs Site, attend OWNERs Safety Induction Course or whatever necessary training. 11.12. SUBCONTRACTOR shall remove from the SITE its workmen or those of its LOWER TIER SUBCONTRACTORS, who refuse to comply with any health, safety and environment preservation, regulations and procedures. 11.13. SUBCONTRACTOR shall appoint a professionally qualified person as its Safety/Environment Manager responsible for ensuring the SUBCONTRACTORs and its LOWER TIER SUBCONTRACTORS compliance with safety and environment preservation regulations and procedures. The Safety/Environment Manager shall always be present on SITE, who shall ensure that the WORK is performed following all prescriptions aimed to achieve the highest safety and environment preservation levels. Safety/Environment Manager shall carefully coordinate
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project with the other Constructions Managers and Safety/Environment Managers of other SUBCONTRACTORS Working at SITE and in the AREA. When the SUBCONTRACTORs manpower at SITE shall be of 20 men or more (LOWER TIER SUBCONTRACTORs personnel included), the Safety/ Environment Manager shall be assigned to his duties hereunder on a full time basis and his scope of WORK shall not include other activities. The Safety/Environment Manager shall in particular, cooperate with CONTRACTORs Safety/Environment Manager, managers and persons in charge in order to: a) promote among the SUBCONTRACTOR and LOWER SUBCONTRACTORs employees the Zero Accidents philosophy; TIER
b) conduct Health Safety and Environment (HSE) induction, orientation and training to acquaint SUBCONTRACTORs and LOWER TIER SUBCONTRACTORs employees with SITE conditions, safe WORK practices, policies and procedures; c) adapt SUBCONTRACTORs Safety Plan to the Project requirement and inform all SUBCONTRACTORs and LOWER TIERS SUBCONTRACTORs employees involved about its contents; d) assist SUBCONTRACTORs and LOWER TIER SUBCONTRACTORS employees to facilitate strict compliance with HSE and environment preservation requirements; e) monitor and verify SUBCONTRACTORs and LOWER TIER SUBCONTRACTORS employees compliance with HSE and environment preservation requirements; f) ensure that the rules established by the CONTRACTOR/OWNER in relation to the activities directly or indirectly involving PLANTS in operation or temporary installations, are complied with; g) take all appropriate steps, either at CONTRACTOR/OWNERs request or as are deemed necessary, to coordinate with other SUBCONTRACTORs, Working in the same AREA, in order to define all necessary safety precautions and environment preservation; h) attend the meetings called by the CONTRACTOR/OWNER with the aim of promoting or disseminating information (for example on specific risks on Working AREAS etc), resolutions and initiatives to guarantee the most safe and environment preservation Working conditions and to verify and ensure practical compliance; i) conduct scheduled HSE and environment preservation inspections/assessments of the SITE and coordinate corrective follow-up actions; j) propose to SUBCONTRACTOR SITE Manager any measures and precautions necessary to the environment preservation and the safe execution of the WORK; k) advise SUBCONTRACTORs and LOWER TIER SUBCONTRACTORS employees of hazardous conditions and concerns of near miss accidents; l) assist and facilitate incidents investigations;
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project m) keep and maintain timely updated the HSE and environment preservation files. Such files must include reports on performed tool box, on all near misses and on all accidents and damage occurring during the WORK and an analysis thereof; n) prepare and submit to CONTRACTOR adequate METHOD STATEMENTS which shall include risk assessment and remedial actions for each single activity performed by the SUBCONTRACTOR; o) prepare and submit, daily, to the CONTRACTOR the Safety manpower report including personnel of LOWER TIERs SUBCONTRACTORS. 11.14. CONTRACTOR has the right to require the replacement of the Safety/ Environment Manager. 11.15. Any approval or acceptance by the CONTRACTOR hereunder shall not in any way reduce or release the SUBCONTRACTOR from its obligations or liability in respect of safety and environment preservation issues. 11.16. SUBCONTRACTOR shall inform CONTRACTOR in a timely manner, of any actual or potential risk or dangerous situation which has become known to the SUBCONTRACTOR. Should such actual or potential risk or dangerous situation arise as a result of the fulfillment of SUBCONTRACTORs contractual obligations, or CONTRACTORs instructions or requirements, SUBCONTRACTOR shall not perform or execute such obligations or orders and shall take steps to reduce or prevent such situation. Even if such situation is not or should not be within the control of the SUBCONTRACTOR, the SUBCONTRACTOR shall in any case inform the CONTRACTOR. 11.17. Upon completion of the WORK, SUBCONTRACTOR shall depart from the SITE and shall put the SITE in the safest conditions, eliminating and avoiding any dangerous situation that might arise at the clearing out of the SITE. 11.18. SUBCONTRACTOR shall ensure that the equipment and tools used for the execution of the WORK are always kept in good working condition and suitable for their use and function, in compliance with all safety and environment preservation regulations and criteria, even if they have been purchased from, leased from or in any way made available to SUBCONTRACTOR by CONTRACTOR. In particular, SUBCONTRACTOR expressly guarantees that the said equipment and tools used for the execution of WORK are in compliance with the provisions of the specific LAW of the SITE COUNTRY and, in particular, with the provisions of LAWS implementing EU directives (such as, by way of example and not as a limitation, Machinery Directive, Low Voltage, Electromagnetic Compatibility, Ped, Atex etc). 11.19. SUBCONTRACTOR shall ensure that it is able to demonstrate to CONTRACTOR, at any time during the execution of the WORK, that it is in full compliance with the applicable LAW and the directives mentioned above. 11.20. CONTRACTOR and/or OWNER has the right to verify that SUBCONTRACTOR and its LOWER TIER SUBCONTRACTORS comply with the applicable LAW and directives, however in no event such right nor the exercise of such right shall relieve the SUBCONTRACTOR from any of its responsibilities. 11.21. SUBCONTRACTOR shall submit to the CONTRACTOR, before the start of the WORK, a detailed Safety Plan covering all SUBCONTRACTORs on SITE activities including those performed under SUBCONTRACTS.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 11.22. In accordance with the prescriptions of the applicable LAW, CONTRACTOR is entitled to require SUBCONTRACTOR to coordinate its Safety Plan with the general SITE requirements. 11.23. During the execution of the WORK, SUBCONTRACTOR strictly comply with any safety prescription imposed by LAW and shall modify its Safety Plan in order to reflect the revisions made by OWNER/CONTRACTOR to the General Safety Plan. Such modifications shall not have any cost impact for CONTRACTOR/OWNER, any cost deriving from the modifications shall be borne by SUBCONTRACTOR. 11.24. SUBCONTRACTOR shall provide each own employee Working at SITE with and appropriate identification badge which shall contain also the photograph of the employee. Such badge shall be continuously kept along by each employee within the boundaries of the jobsite. CONTRACTORs representatives and/or SITE security have the right to verify this identification badge every time deemed necessary and expel from the jobsite whoever disregards this rule. 11.25. SUBCONTRACTOR expressly acknowledges that any breach of the applicable safety and environment preservation LAWS shall be considered as material breach of the SUBCONTRACT, and shall give CONTRACTOR the right to terminate the SUBCONTRACT for SUBCONTRACTORs default, without prejudice in any case to SUBCONTRACTORs obligation to indemnify and hold harmless the CONTRACTOR from any and all damages arising from SUBCONTRACTORs breach. 11.26. SUBCONTRACTOR undertakes to analyze all aspects relevant to the environment preservation connected with its own activities and to take all necessary steps to reduce impact on the environment. 11.27. SUBCONTRACTOR undertakes to comply with the SITE emergency procedures and to prepare and issue an own emergency procedure, considering possible impacts on safety and environment, which may be originated by SUBCONTRACTORs activities. 11.28. SUBCONTRACTOR undertakes to ensure the necessary information and training of its personnel and of the personnel of LOWER TIERS SUBCONTRACTOR particularly on the contents of the previous Clause. 11.29. SUBCONTRACTOR shall prepare and submit to CONTRACTOR appropriate lifting studies for all critical lifting and/or for all lifting for which CONTRACTOR requires such studies. SUBCONTRACTOR shall not execute lifting, requiring the above studies, if such studies have not been submitted and reviewed by CONTRACTOR. 12. INSPECTIONS AND TESTS 12.1. CONTRACTOR and OWNER may inspect or attend the inspection of any or all the equipment, tools, MATERIALS, WORKS and components which are relevant to the WORK. The CONTRACTORs attendance at such inspections and/or tests does not in any way relieve or release the SUBCONTRACTOR from any of its responsibilities. 12.2. SUBCONTRACTOR shall plan and/or SCHEDULE the inspections and tests so as to prevent delays in the completion of the WORK. A look-ahead inspections SCHEDULE shall be submitted by SUBCONTRACTOR to CONTRACTOR, weekly. 12.3. SUBCONTRACTOR shall inform the CONTRACTOR in a timely manner, about the date on which any inspection or test is to be performed so as to allow or facilitate the CONTRACTORs attendance at such inspection or test.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 12.4. If any part of the WORK which requires the inspection or attendance of CONTRACTOR at the inspection has been assembled (or in the case of excavations - filled in) before such inspection, CONTRACTOR has the right to require that such part of the WORK be disassembled or re-opened to be inspected and thereafter re-assembled and re-filled. The costs associated with such operations are to be for the SUBCONTRACTORs account and shall be borne solely by the SUBCONTRACTOR. 12.5. Except as provided in Sub-Article 12.4 (above), if a portion of the WORK is covered up or obscured in accordance with this SUBCONTRACT, CONTRACTOR may by notice in writing request to see such WORK and it shall be uncovered or made visible by the SUBCONTRACTOR. If such WORK has been carried out in accordance with this SUBCONTRACT, the duly evidenced direct cost of uncovering or making visible the WORK and recovering shall, be borne by the CONTRACTOR. If there is a defect, deficiency or item of incomplete WORK, the SUBCONTRACTOR shall pay all such costs for uncovering or making visible such WORK, correcting the WORK, and re-covering, including additional testing, inspections and compensation for any additional CONTRACTOR cost made necessary thereby. 12.6. In further to the discovery by CONTRACTOR of a defect, deficiency or item of incomplete WORK ("DEFECTIVE WORK"), CONTRACTOR may notice the SUBCONTRACTOR requiring the access to any other item of WORK similar to the DEFECTIVE WORK which is also covered up or obscured be uncovered in order that CONTRACTOR may determine whether any defect, deficiency or item of incomplete WORK is present in such WORK. Under such circumstances, SUBCONTRACTOR shall pay all such costs for uncovering or making visible such WORK, correcting the WORK, and re-covering, including additional testing, inspections and compensation for any additional CONTRACTOR costs made necessary thereby. 12.7. CONTRACTOR has the right to inspect the tools, equipment and MATERIALS to be used by the SUBCONTRACTOR or incorporated into the WORK, when they are brought to the SITE and at any time during the execution of the WORK. Any such tools, equipment and MATERIALS which are unsafe or unsuitable for the WORK shall be repaired or replaced with safe and suitable items by the SUBCONTRACTOR, at its own costs, but without prejudice to the execution SCHEDULE. 12.8. In the event damage is caused by SUBCONTRACTOR to any item which has been inspected or tested, then all costs incurred in any repeated inspection or test of the repaired or replaced item following such damage, shall be to the SUBCONTRACTORs account. 12.9. No inspections, examinations or re-examination of any WORK, equipment, MATERIAL and component of WORK, or any review, comment or approval of any drawing or document by CONTRACTOR shall relieve SUBCONTRACTOR from any of its obligations, warranties or liabilities under the SUBCONTRACT. 12.10. During the progress of the WORK at SITE, SUBCONTRACTOR shall arrange for reasonable facilities for inspection of the WORK by the CONTRACTOR and other parties nominated by CONTRACTOR (i.e.: OWNER etc.). SUBCONTRACTOR shall also arrange for inspection by CONTRACTOR and such other parties at fabrication shops and suppliers premises at which the manufacture of Equipment and MATERIALS is in progress. 12.11. CONTRACTOR and OWNER may inspect at reasonable times SITE and appropriate WORK records to ascertain SUBCONTRACTORs and LOWER TIER
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project SUBCONTRACTORs compliance with the safety, health requirement; however, neither the existence nor exercise of such right shall relieve SUBCONTRACTOR of its responsibility for monitoring its own and LOWER TIER SUBCONTRACTORs compliance with the safety and health requirements of SUBCONTRACT and for fulfilling all its other obligations there under with respect to environment, health, and safety. 13. QUALITY 13.1. SUPPLIER (SUBCONTRACTOR) acknowledges that CONTRACTOR is operating in accordance with the Model ISO 9001-2008. Accordingly SUBCONTRACTOR commits to WORK within the framework of ISO 9001, and CONTRACTOR shall be entitled to audit and verify SUBCONTRACTORs compliance. 13.2. In particular SUPPLIER (SUBCONTRACTOR) undertakes to: a) be totally responsible SUBCONTRACT; for the quality of the WORK relevant to the
b) prepare and submit to CONTRACTOR for approval, prior to start any SITE activity, a Project Quality Plan (PQP), tailored to the WORK object of the SUBCONTRACT. (SUBCONTRACTOR is not authorized to start any SITE activity in absence of the PQP approved by CONTRACTOR); c) the Quality Plan shall be tailored in order to allow the full registration of all tests required by Contractual specifications and of all tests deemed necessary to monitor and certify the compliance of the WORK with the SUBCONTRACT requirements. d) Mobilize all necessary resources to execute the tests and control the WORK in accordance with the approved Quality Plan. e) Guarantee the proper execution, in accordance with the approved Quality Plan, of the QC activities of its suppliers, vendors, manufacturers and SUBCONTRACTORS. f) Maintain available at SITE (and also at the disposal of CONTRACTORs personnel) copies of the codes referred to in the TECHNICAL DOCUMENTATION included in the SUBCONTRACT. The Quality Plan, as a minimum, shall include: a) the Quality Control Forms annexed to the specifications attached to the SUBCONTRACT; b) an adequate inspection and test plan (ITP) for all Workmanship, MATERIAL and equipment provided by SUBCONTRACTOR and/or its suppliers, vendors, manufacturers and SUBCONTRACTORS, under the SUBCONTRACT; c) a precise procedure for the control of the testing and measuring apparatus to ensure the correct calibration in accordance with paragraph 7.6 of ISO 9001-2008. d) a Non Conformity procedure in compliance with ISO 9001 principles. (In particular the procedure shall also foresee that SUBCONTRACTOR shall be allowed to reuse or dispose confined not-compliant MATERIAL only upon CONTRACTORs authorization). e) an adequate MATERIAL traceability system.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 13.3. In the event SUBCONTRACTOR does not fulfill its obligations relevant to the Quality, the CONTRACTOR, without prejudice to the SUBCONTRACTORs Contractual responsibilities, reserves the right, upon fifteen (15) days written advance notice, to perform the QC activities, in lieu of the SUBCONTRACTOR, supplying sufficient inspection and testing resources, which shall be debited to SUBCONTRACTOR. 13.4. SUPPLIER (SUBCONTRACTOR) QUALITY REQUIREMENTS SUPPLIER (SUBCONTRACTOR) acknowledges that the CONTRACT is operating in the real of Model ISO 9001-2008. The SUPPLIER (SUBCONTRACTOR) shall demonstrate that the company has obtained an ISO 9000 certificate and that the certificate has a minimum validation of one (1) year. Where the SUPPLIER (SUBCONTRACTOR) can not demonstrate this certificate, the company shall commit themselves to WORK within the framework of the ISO 9000 2008 requirements. The SUPPLIER (SUBCONTRACTOR) shall be totally responsible for the quality of the WORKS relevant to the SUBCONTRACT. The SUPPLIER (SUBCONTRACTOR) shall prepare and submit for approval a total Quality Management Program tailored for the WORKS. No WORKS shall be authorized to start prior to the CONTRACTORS approval. The Quality Management Program tailored for the WORKS shall demonstrate the method in which the SUPPLIER (SUBCONTRACTOR) shall proceed to: Full registration of all tests required by the Contractual specifications together with other tests deemed necessary to confirm compliance of the WORKS. A full Inspection and Test Plan (ITP) indicating all quality control stages, procedures, acceptance criterion, quality control forms, and maximum columns witness (W), hold (H) points and other quality control nominated codes. The method/procedure adopted for full welding and MATERIAL traceability. The method of controlling and hand over of as build red mark up documentation. 14. CHANGES 14.1. CONTRACTORs right to vary The CONTRACTOR, at any time, shall have the right to make any change in the form, quality and/or quantity of the WORKS within the general scope of the SUBCONTRACT and the SUBCONTRACTOR shall timely execute such changes. The changes that may be ordered by the CONTRACTOR may include changes to the sequence or timing of execution of the WORKS. No changes shall invalidate the SUBCONTRACT, but the SUBCONTRACT PRICE and/or the TIME FOR COMPLETION shall be adjusted, if necessary, taking into account the value and time impact of the changes. The SUBCONTRACTOR has the duty to mitigate the cost and time impact of the changes ordered by the CONTRACTOR.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 14.2. Adjustment of SUBCONTRACT Price and TIME FOR COMPLETION due to Changes If any change under this Article 14 causes an increase or a decrease in SUBCONTRACTORs cost in relation to the performance of the WORKS and/or generates and extension or a shortening of the TIME FOR COMPLETION, within five (5) Working days of the receipt of the change notice or instruction by CONTRACTOR, the SUBCONTRACTOR shall submit a Change WORK Request, including: a) the SUBCONTRACTORs evaluation of the change requested; b) a SCHEDULE for the execution of the change requested and the necessary modification to the DETAILED SCHEDULE. Should such change have an impact on the TIME FOR COMPLETION, the SUBCONTRACTOR shall also indicate any measure to cancel or limit the impact on the TIME FOR COMPLETION; The CONTRACTOR shall, within fifteen (15) Working days after receiving such proposal, respond with approval, disapproval or comments and an equitable adjustment to SUBCONTRACT PRICE and TIME FOR COMPLETION shall be agreed by the PARTIES. The SUBCONTRACTOR shall not delay any WORK whilst awaiting a response. Pending the agreement on the adjustment to SUBCONTRACT PRICE and/or TIME FOR COMPLETION, the SUBCONTRACTOR shall timely execute the change required if so instructed by the CONTRACTOR. Failing agreement between the CONTRACTOR and the SUBCONTRACTOR as to the adjustment to SUBCONTRACT PRICE and/or TIME FOR COMPLETION, the CONTRACTORs REPRESENTATIVE shall fairly determine such adjustment and shall notify the SUBCONTRACTOR accordingly. Such determination by CONTRACTOR shall not prejudice SUBCONTRACTORs rights under the SUBCONTRACT. The SUBCONTRACTOR shall timely execute the change required which will be valued as determined by the CONTRACTORs REPRESENTATIVE. 14.3. Valuation of Changes Changes in WORK shall be valued in accordance with the following principles: a) Where WORK is of similar character and executed under similar conditions to WORK priced in the SUBCONTRACT, it shall be valued at such rates and prices contained therein as may be applicable. Where WORK is not of a similar character or is not executed under similar conditions then the rates and prices in the SUBCONTRACT shall be used as the basis for valuation, so far as may be reasonable, failing which a fair valuation shall be made; b) if, in the opinion of CONTRACTOR, the rates and prices are either not applicable or are inappropriate in determining the cost of a change, or part of a change, then CONTRACTOR reserves the right to re-negotiate any applicable Unit Rate or SUBCONTRACT Price with SUBCONTRACTOR; c) If in the opinion of CONTRACTOR, Changes in the WORKS require to be valued on a day-work or hourly basis, which shall only be in circumstances where the method of payment specified in the SUBCONTRACT does not apply to such alteration, then a written order shall be issued. In respect of all such WORK payable on a day-work or hourly basis, CONTRACTOR and SUBCONTRACTOR shall comply with the relevant provisions of the SUBCONTRACT; and
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project d) the value of any Changes in the WORKS shall not include the costs incurred by SUBCONTRACTOR in administering, compiling or otherwise establishing the validity, or content of the instruction being valued. These costs shall be deemed included within the SUBCONTRACT Price. Failing agreement between the CONTRACTOR and the SUBCONTRACTOR as to any rate or price to be applied in the valuation of any Change in WORK, CONTRACTOR shall determine the rate or price in accordance with the foregoing principles and shall notify SUBCONTRACTOR accordingly but without prejudice to SUBCONTRACTOR's rights under the Article 31 [Settling Of Disputes]; 14.4. Request for an estimate Notwithstanding the requirements of Sub-Article 14.3 [Valuation of Changes] (above) where CONTRACTOR considers that a proposed change cannot be valued using the methods available in the SUBCONTRACT, then CONTRACTOR may request the SUBCONTRACTOR to provide an estimate of the cost of any proposed change. Within five (5) calendar days, or other duration as agreed with CONTRACTOR, of having received such instruction, SUBCONTRACTOR shall submit to CONTRACTOR a fully detailed estimate of the cost of the proposed change. Provision of such an estimate shall in no event affect the rights of CONTRACTOR to value a Change in accordance with the terms of the SUBCONTRACT. 14.5. Condition precedent The SUBCONTRACTOR acknowledges that his failure to inform promptly the CONTRACTOR of the aforesaid circumstances will prejudice CONTRACTORs possibility to cancel or mitigate the delay and/or the cost impact. Therefore, without prejudice to CONTRACTORs right to grant an equitable adjustment of the TIME FOR COMPLETION and/or of the SUBCONTRACT PRICE, no claim by SUBCONTRACTOR for an adjustment of the TIME FOR COMPLETION and/or of the SUBCONTRACT PRICE shall be allowed unless the required notice has been given within the period specified in Sub-Article 14.2 [Adjustment of SUBCONTRACT Price and TIME FOR COMPLETION due to Changes] (above). 14.6. Reimbursement of staff personnel and SITE facilities In case of extension of the TIME FOR COMPLETION under Sub-Article 14.2 [Adjustment of SUBCONTRACT Price and TIME FOR COMPLETION due to Changes] (above) not exceeding two (2) months in the aggregate, the SUBCONTRACTOR shall not be entitled to any reimbursement of the additional costs incurred at WORK SITE in respect of staff personnel and SITE facilities. 14.7. No change without authorization The SUBCONTRACTOR shall make no changes to the WORKS without an instruction in writing by the CONTRACTOR. In addition to the provision under Sub-Article 9.7 [Defective WORKS], any consequence of unauthorized changes to the WORKS shall be fully at the charge of the SUBCONTRACTOR and shall not entitle the SUBCONTRACTOR to adjustment of the TIME FOR COMPLETION.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 14.8. Change in LAWS No change in the LAWS shall entitle the SUBCONTRACTOR to any adjustment of the SUBCONTRACT PRICE and/or extension of the TIME FOR COMPLETION and/or modifications to the SUBCONTRACT. 14.9. Value engineering The SUBCONTRACTOR may, at any time, submit to the CONTRACTOR a written proposal which, in the SUBCONTRACTORs opinion, will, if adopted, (i) accelerate completion, (ii) reduce the cost to the SUBCONTRACTOR and/or the CONTRACTOR of executing, maintaining or operating the WORKS, (iii) improve the efficiency or value to the CONTRACTOR of the completed WORKS, or (iv) otherwise be of benefit to the SUBCONTRACTOR and/or the CONTRACTOR. If a proposal, which is approved by the CONTRACTOR, includes a change in the WORKS then such change shall be regulated in accordance with Sub-Article 14.1 [CONTRACTORs right to vary] and Sub-Article 14.2 [Adjustment of SUBCONTRACT Price and TIME FOR COMPLETION due to Changes] (above). An equitable fee shall be agreed upon by the PARTIES or determined by the CONTRACTOR taking into consideration the benefit of SUBCONTRACTORs proposal to the SUBCONTRACTOR and the CONTRACTOR. Such fee shall be included in the SUBCONTRACT PRICE. 14.10. Supply of MATERIALS and services The CONTRACTOR may request the SUBCONTRACTOR to supply MATERIALS and/or services not originally included in the SUBCONTRACT. Such supply of MATERIALS and services shall be reimbursed to the SUBCONTRACTOR at cost, excluding overheads, plus a ten percent (10%) fee against submission of suitable proof of the cost. 15. CLAIMS 15.1. In the event any claim is made by a third party which may prejudice the CONTRACTOR, and such claim is due to an incident or occurrence caused by or arising in connection with the SUBCONTRACTORs act or omission, the CONTRACTOR is entitled to withhold any payment due to the SUBCONTRACTOR to indemnify and protect itself against any costs, damages or liability whatsoever which may be incurred by the CONTRACTOR as a result of or in connection with such third party claim. Such withholding shall be in addition to any other retention provided for in the SUBCONTRACT. 15.2. SUBCONTRACTOR hereby undertakes that in the event any such aforementioned third party claims arise after the termination of the SUBCONTRACT or the Acceptance of the WORK, SUBCONTRACTOR shall compensate and pay to CONTRACTOR any costs incurred by CONTRACTOR as a result of or in connection with such third party claim (including without limitation interest, legal expenses and any other relevant costs), within and not later than 30 days starting from the date of a formal written request for such compensation or payment, issued by the CONTRACTOR. 15.3. If SUBCONTRACTOR considers himself entitled to any additional payment and/or extension of time under any Clause or otherwise in connection with the SUBCONTRACT, SUBCONTRACTOR shall give notice of the claim within the fourteen (14) calendar days following the date on which the event or circumstances giving rise to the claim took place.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project SUBCONTRACTOR shall also submit any other notices which are required by the SUBCONTRACT, and supporting particulars for the claim, all as relevant to such event or circumstance. SUBCONTRACTOR shall keep such contemporary records as may be necessary to fully assess and evaluate the claim. Within thirty (30) calendar days of such notice of claim being given, or such other time as may be agreed with CONTRACTOR, SUBCONTRACTOR shall forward to CONTRACTOR an account, giving detailed particulars of the amount and basis of the claim. SUBCONTRACTOR shall send such further particulars as are requested by CONTRACTOR within the time specified by CONTRACTOR. If the event or circumstance giving rise to the claim has a continuing effect: a) this fully detailed claim shall be considered as interim; b) the SUBCONTRACTOR shall send further interim claims at intervals as requested by the CONTRACTOR in accordance with the circumstances of the claim, giving the accumulated delay and/or amount claimed, and such further particulars as the CONTRACTOR may reasonably require; c) where interim accounts are sent to CONTRACTOR, SUBCONTRACTOR shall send a final account within fourteen (14) calendar days of the end of the effects resulting from the event. 15.4. If SUBCONTRACTOR fails to comply with the above Sub-Article 15.3, SUBCONTRACTOR shall not be entitled to any additional payment or extension of time. 15.5. Within forty five (45) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the CONTRACTOR, CONTRACTOR shall respond with approval, or with disapproval and detailed comments. CONTRACTOR may also request any further particulars, but shall nevertheless give his response on the principles of the claim within the defined time period. If the CONTRACTOR does not respond within the timeframe defined in this Clause, either Party may consider that the claim is rejected by the CONTRACTOR and any of the Parties may refer the dispute as stipulated in Article 31 [SETTLING OF DISPUTES]. 15.6. Any request by the SUBCONTRACTOR for arbitration must be filed within a period of thirty (30) days, for the claim shall otherwise be deemed to have been abandoned. 15.7. The Parties agree that any payments pursuant to claims that may be made under this Article 15 shall not earn late-payment interest during the period between the performance of the WORK giving rise to the claim and the payment therefore. 16. ASSIGNMENT AND SUBCONTRACTING 16.1. Assignment by CONTRACTOR The CONTRACTOR may assign the SUBCONTRACT or any of his rights and/or obligations under the SUBCONTRACT to any of his affiliates or to the OWNER, or any affiliate of the OWNER without the consent of the SUBCONTRACTOR by giving notice to that effect, and to any other party with the written consent of the SUBCONTRACTOR. The required consent shall not be unreasonably withheld.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 16.2. Assignment by SUBCONTRACTOR The SUBCONTRACTOR shall not assign or transfer any of his rights and obligations under the SUBCONTRACT or any part thereof, including but not being limited to, the right to be paid amounts due or to be come due, and shall not SUBCONTRACT the whole of the WORKS to any third party without the consent of the CONTRACTOR. CONTRACTOR will not accept the assignment of any rights, certifications and/or commercial invoices under this SUBCONTRACT, nor any pledge over them in favour of third parties, without its previous written approval. Therefore, SUBCONTRACTOR waives its rights to any assignment or pledge of any rights, certifications and/or commercial invoices without CONTRACTOR written approval. In case of unauthorized assignment or Subcontracting of the whole of the WORKS by the SUBCONTRACTOR, the CONTRACTOR shall have the right to terminate the SUBCONTRACT under Article 24 [Termination for Default]. The SUBCONTRACTOR shall not SUBCONTRACT any part of the WORKS without the CONTRACTORs prior written consent. In case of unauthorized subcontracting of any part of the WORKS, the CONTRACTOR, at his sole discretion, shall have the right to reject any such portion of the WORKS as per Sub-Article 9.7 [Defective WORKS] and/or to terminate the SUBCONTRACT as per Article 24 [Termination for Default]. 16.3. Approval of LOWER TIER SUBCONTRACTORS The SUBCONTRACTOR shall provide a complete list of the names and address of all proposed LOWER TIER SUBCONTRACTORS along with their pre-qualification details and a description of the scope of WORK of the proposed SUBCONTRACT. This list and related information shall be sent for CONTRACTORs approval, within the thirty (30) days following the SUBCONTRACT Effective Date. The SUBCONTRACTOR shall not carry out any lower tier subcontracting without previous CONTRACTORs consent. The approval of the LOWER TIER SUBCONTRACTORS by CONTRACTOR shall not relieve SUBCONTRACTOR of any of his obligations under the SUBCONTRACT, nor shall create any contractual relation between CONTRACTOR and LOWER TIER SUBCONTRACTORS. The SUBCONTRACTOR shall be solely responsible for all payments to his LOWER TIERS SUBCONTRACTORS. 17. TAXATION 17.1. Payment of taxes by SUBCONTRACTOR The SUBCONTRACTOR shall pay any and all taxes, duties, withholding taxes, charges, royalties or other dues or assessment of any nature whatsoever, whether levied on or chargeable to the SUBCONTRACTOR or his LOWER TIER SUBCONTRACTORS in the COUNTRY or elsewhere, payable in or in respect of anything done under or in connection with the SUBCONTRACT. The SUBCONTRACTOR shall indemnify and hold harmless the CONTRACTOR and maintain suitable documentation to prove the correct payment of the sums specified in the present Article 17. 17.2. Right to offset Should the SUBCONTRACTOR fail to pay any taxes, duties, withholding taxes, charges, royalties, penalties and interest or other dues or assessment of any nature whatsoever, the
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project CONTRACTOR shall withhold or deduct from payments due to the SUBCONTRACTOR under this SUBCONTRACT or otherwise due to the SUBCONTRACTOR, all such sums as the CONTRACTOR, at his sole discretion, may be required to pay in consequence of the above failure. Such sums will be paid to the competent authorities or will be returned to the SUBCONTRACTOR upon submission of suitable documentation proving the correct payment of all SUBCONTRACTORs dues as well as any associated penalties and/or interest. 17.3. Taxes introduced after SUBCONTRACT signature All taxes, duties, withholding taxes, charges, royalties or other dues or assessment of any nature whatsoever levied by any authority of the COUNTRY which are introduced after the signature of the SUBCONTRACT by the PARTIES in respect of anything done under or in connection with the SUBCONTRACT shall be at the charge of the SUBCONTRACTOR. 18. LIABILITY OF SUBCONTRACTOR (INDEMNIFICATION) 18.1. SUBCONTRACTOR shall have the responsibility for the care, custody and control of the equipment, MATERIALS and structures delivered to him by CONTRACTOR or OWNER or purchased by SUBCONTRACTOR. 18.2. SUBCONTRACTOR shall indemnify and hold CONTRACTOR and OWNER harmless from any damage caused to the PLANT, equipment, MATERIALS and structures belonging to CONTRACTOR or OWNER. 18.3. SUBCONTRACTOR undertakes to indemnify and hold CONTRACTOR and OWNER harmless against any liability for damages caused by SUBCONTRACTOR or its LOWER TIERS SUBCONTRACTORS or Suppliers. Such obligation shall also extend to all damages or loss to any building, equipment, MATERIAL, and construction tools etc. that are utilized for the execution of the WORK and belong to SUBCONTRACTOR or its LOWER TIERS SUBCONTRACTORS or are leased by the same, except if such loss or damage is the result of CONTRACTOR/OWNERs negligence. Such obligation is limited to equipment, MATERIALS and tools kept in the AREA or in transit from and to the AREA. 18.4. SUBCONTRACTOR is liable for the damages resulting from any loss of money or other valuables kept and in the custody and control of the SUBCONTRACTOR. 18.5. SUBCONTRACTOR undertakes to indemnify and hold CONTRACTOR, OWNER, their associated or subsidiary companies, harmless against any claim, proceedings or requests of whatever nature brought by any third party (including but not limited to the personnel of the SUBCONTRACTOR, LOWER TIER SUBCONTRACTORS, CONTRACTOR and OWNER) as a result of accidents involving the said personnel, damage to properties or any other damage howsoever suffered by the third party in connection with the WORK. 19. INSURANCES 19.1. Insurance provided by CONTRACTOR The CONTRACTOR shall take out and maintain in force at his cost the following insurance policies: a) Construction and Erection all Risks policy
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project b) Third Party Liability Insurance against all damage or injury occurring to any person or to any property during the execution of the WORK. The SUBCONTRACTOR will be co-beneficiary of both policies limited to damage involving the WORK executed by him and covered by the SUBCONTRACT. Such policies shall be maintained in full force for the whole duration of the WORK until completion. All relations with the insurance company will be maintained by the CONTRACTOR; therefore any damage shall be reported through the CONTRACTOR, who is expressly authorized by the SUBCONTRACTOR to settle claims for compensation. For this purpose the SUBCONTRACTOR, when signing the SUBCONTRACT, gives the CONTRACTOR the irrevocable mandate to agree with the insurance company the amount of any claim related to accidents involving WORK covered by the SUBCONTRACT. Any applicable deductibles and exemptions not covered by such policies will be at SUBCONTRACTORS charge. The SUBCONTRACTOR states that he is fully aware of the contents of such insurance policies, particularly with regard to the risks not covered by them, to the exemption and deductibles limits and to the maximum compensation payable. 19.2. Insurance to be provided by SUBCONTRACTOR The SUBCONTRACTOR shall in addition to all statutory insurance policies such as industrial accident insurance, Workmans compensation insurance, occupational disease insurance and the like for all his personnel engaged in the execution of the WORK take out and maintain in force at his cost the following minimum insurance coverage with major insurance companies accepted by the CONTRACTOR under terms and conditions to the CONTRACTORs satisfaction and in compliance with the LAW: a) insurance against damage, partial or total loss of the equipment used in the execution of the WORK, with a maximum cover appropriate to the value of the said equipment. b) travelling insurance valid for any SUBCONTRACTORs employees. means of transport used by the
c) public liability (third party) motor vehicle insurance, against damage to persons and/or property caused by any vehicle at SITE, with a maximum of no less than the value established by LAW or requested by the CONTRACTOR and/or OWNER. This policy shall cover also: a) fire or explosion in vehicles and/or in goods being transported therein; b) loading onto and unloading from these vehicles owned by and/or used by the SUBCONTRACTOR and/or his vendors and/or his LOWER TIER SUBCONTRACTORS. The policy shall include also the following provisions: a) the parties to the policy agree that also the CONTRACTOR agent and servants are considered third parties for the purposes of this policy.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project b) the insurance company shall waive its right of subrogation against the CONTRACTOR, his agent and servants. All the above mentioned insurance policies shall be maintained in force up to completion of the WORKS. The SUBCONTRACTOR shall not start WORK until he has effected all policies at his charge and the same issued according to what stated in ANNEX VIII. In every case, should he fail to take out these policies or should he not comply strictly with the provisions of this Clause, the SUBCONTRACTOR shall be fully liable for damage answerable for any such omission before any court of LAW. Moreover, the SUBCONTRACTOR shall make available to the CONTRACTOR copy of these policies before the issue of the certificate of SITE hand-over. The policies under a, b and c shall in no way relieve the SUBCONTRACTOR of his obligations under the SUBCONTRACT and the LAW. Accordingly, the SUBCONTRACTOR shall be liable for any damage exceeding the ceiling of these policies. The SUBCONTRACTOR undertakes to be fully liable for damage should he fail to effect such insurance. Nonetheless he grants the CONTRACTOR the right to effect these policies directly, and in such a case although the SUBCONTRACTORs civil and criminal responsibility resulting from the non-fulfillment of his SUBCONTRACT obligations is maintained, the CONTRACTOR will debit the SUBCONTRACTOR with the expenses incurred for effecting these policies. 20. COMPLETION AND ACCEPTANCE OF THE WORKS 20.1. Definition of mechanical completion MECHANICAL COMPLETION is the stage in the execution of the WORKS or separable portion thereof, as the case may be, when: a) the construction activities are complete as specified in the SUBCONTRACT DOCUMENTS; b) those tests which are required by the SUBCONTRACT have been carried out by the SUBCONTRACTOR and accepted by the CONTRACTOR, c) all documentation and other services specified in the ANNEXES to SUBCONTRACT have been completed and submitted to CONTRACTOR as required, including at least ninety percent (90%) of As-Built Drawings / Red marked Drawings Unit by Unit, and d) the WORK SITE has been put in a neat and clean condition The CONTRACTOR at his sole discretion may accept minor omissions and minor defects which do not prevent the WORKS from being reasonably capable of being used for their intended purpose and rectification of which will not prejudice the convenient use thereof. 20.2. Mechanical completion certificate As soon as the SUBCONTRACTOR is of the opinion that the WORKS or separable portions thereof have reached the stage of MECHANICAL COMPLETION he shall so advise the CONTRACTOR in writing and, if applicable, he shall enclose the list of deficiencies. Within fifteen (15) Working days after receipt of such advice, the
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project CONTRACTOR, after satisfying himself, by means of inspections, tests or otherwise, those all above conditions have been met shall either: a) issue the MECHANICAL COMPLETION CERTIFICATE along with the list of deficiencies (punch list) as amended by CONTRACTOR if such WORKS or separable portion thereof have reached the stage of MECHANICAL COMPLETION, or b) issue to SUBCONTRACTOR written notice of matters and things required to be done in order to reach the stage of MECHANICAL COMPLETION. In such case the SUBCONTRACTOR, after having duly completed the aforesaid matters and things (punch list), shall so advise the CONTRACTOR in writing and the approval process shall restart as indicated above. 20.3. Taking over The taking over of the WORKS or separable portion thereof shall occur at the issue of the MECHANICAL COMPLETION CERTIFICATE of the WORKS or the relevant separable portion of the WORKS as the case may be. 20.4. Provisional acceptance The SUBCONTRACTOR shall complete the WORKS and/or rectify all deficiencies listed in the MECHANICAL COMPLETION CERTIFICATE within the period stated in the aforesaid certificate. Upon successful completion of the WORKS and/or rectification of all deficiencies in accordance with the SUBCONTRACT requirements, the SUBCONTRACTOR shall request the CONTRACTOR, in writing, for the issuance of the PROVISIONAL ACCEPTANCE CERTIFICATE for the WORKS. The CONTRACTOR, after satisfying himself by means of inspections, tests or otherwise, that all above conditions have been met, shall issue to the SUBCONTRACTOR the PROVISIONAL ACCEPTANCE CERTIFICATE provided that: a) the FINAL PROGRESS PAYMENT STATEMENT has been issued by the SUBCONTRACTOR and has been delivered to the CONTRACTOR all As-built / Red marked Drawings Unit by Unit documentation and manuals which are requested under the SUBCONTRACT; b) the SUBCONTRACTOR has executed a Release and Waiver in the form foreseen in the ANNEX I; c) when applicable, according to the Article 22 [Advance Payment, Performance and Warranty Bonds], the SUBCONTRACTOR has submitted the WARRANTY BOND; d) all other relevant SUBCONTRACTORs obligations under the SUBCONTRACT have been complied with. 20.5. Final acceptance Within sixty (60) calendar days after the expiration of the WARRANTY PERIOD the CONTRACTOR shall issue to SUBCONTRACTOR the FINAL ACCEPTANCE CERTIFICATE in respect to the WORKS provided that:
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project a) all remarks and/or reservations included in the PROVISIONAL ACCEPTANCE CERTIFICATE, if any, have been satisfied by the SUBCONTRACTOR by completing all such outstanding items of the WORKS; b) any pending matter relevant to the WORKS raised during the WARRANTY PERIOD has been finally settled; c) all other SUBCONTRACTORs obligations under the SUBCONTRACTOR have been complied with. 21. WARRANTIES 21.1. SUBCONTRACTOR guarantees that the WORKS, including SUBCONTRACTORs MATERIALS, shall in every respect comply with the SUBCONTRACT requirements and will be fit for their intended purpose and free from defects, imperfection, settlement, deficiency, damage, whether permanent, intermittent or otherwise, in MATERIALS, construction or Workmanship. 21.2. The SUBCONTRACTORs Warranty shall not apply in the case of failures due to: a) ordinary wear and tear; b) faulty use or operation of the WORKS by OWNER, CONTRACTOR or other parties. 21.3. Duration of Warranty Period The WARRANTY PERIOD shall commence upon the date of issue of the PROVISIONAL ACCEPTANCE CERTIFICATE and shall end twenty-four (24) months after such date unless otherwise specified in the Special Conditions. The expiration of the WARRANTY PERIOD shall in no way affect CONTRACTORs rights or SUBCONTRACTORs obligations under the LAWS. 21.4. Remedying Defects during Warranty Period If during the WARRANTY PERIOD the CONTRACTOR notifies the SUBCONTRACTOR of the existence of any defect or failure in the WORKS performed by SUBCONTRACTOR, then the SUBCONTRACTOR shall correct, repair or replace, at CONTRACTORs option and to his satisfaction, any deviation from the SUBCONTRACT DOCUMENTS or any defective SUBCONTRACTORs MATERIALS or Workmanship, including WORK of removal, procurement and reinstallation as necessary. The aforesaid WORK of correction, repair or replacement shall be performed at the SUBCONTRACTORs expense and responsibility. 21.5. Right of Access During the WARRANTY PERIOD, the SUBCONTRACTOR shall have such right of access to the WORKS as is reasonably required in order to comply with Article 21 [Warranties] except as may be inconsistent, at the OWNERs and/or the CONTRACTORs sole discretion, with security or operation restrictions. If the CONTRACTOR, for such security or operation reasons is unable to provide the SUBCONTRACTOR with appropriate access to the WORKS, the CONTRACTOR, provided that he gives the SUBCONTRACTOR prior written notice of his intention, may make the necessary corrections, repairs or replacements at the SUBCONTRACTORs expense and the SUBCONTRATOR shall promptly refund the CONTRACTOR an amount reasonably
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project equal to that which would have been incurred by the SUBCONTRATOR had he been required to make the corrections, repairs or replacement. 21.6. Failure to Repair If the SUBCONTRATOR fails, neglects or refuses to make good any defect or deficiency in the WORKS for which he is liable within a reasonable time then, the CONTRACTOR, without prejudice to any other rights or remedies he may have under the SUBCONTRACT and the LAW, may make the necessary corrections, repairs or replacement in the way he deems most efficient and appropriate and any cost or expenses incurred by the CONTRACTOR shall be to the account of the SUBCONTRACTOR and shall be refunded to the CONTRACTOR forthwith. 21.7. Extension of Warranty Period If the SUBCONTRACTOR makes or causes corrections, repairs or replacement to MATERIALS or Workmanship, the provisions of the present Article 21 shall then apply to said corrections, repairs or replacement for a further period of twenty-four (24) months from the date such corrections, repairs or replacements are completed, unless differently specified in the Special Conditions. The expiration of the aforesaid further period of Warranty shall in no way affect CONTRACTORs rights or SUBCONTRACTORs obligations under the LAWS. If, during the WARRANTY PERIOD, the operation of all or part of the PLANT is stopped for causes attributable to the SUBCONTRACTOR, the WARRANTY PERIOD will be extended for a period of time equal to the stoppage period and any cost or expenses incurred by the CONTRACTOR shall be charged to the SUBCONTRACTOR. 21.8. Surviving Warranties At the end of the WARRANTY PERIOD the SUBCONTRACTOR shall promptly assign to the CONTRACTOR and/or OWNER the surviving warranties provided by LOWER TIERS SUBCONTRACTORS. 22. ADVANCE PAYMENT, PERFORMANCE AND WARRANTY BONDS 22.1. ADVANCE PAYMENT BONDS The ADVANCE PAYMENT BOND, if applicable, shall be issued by a first class international bank approved by CONTRACTOR and shall be an unconditional and irrevocable on-demand bond in the form set out in ANNEX VII BOND FORMS. The ADVANCE PAYMENT BOND shall be valid and enforceable until the complete recovery of the Advance Payment and shall not be affected by any amendment to the SUBCONTRACT. The amount of the ADVANCE PAYMENT BOND may be progressively reduced by the amount repaid by the SUBCONTRACTOR as indicated in Sub-Article 6.4 upon CONTRACTORs notice to the bank. If the terms of the ADVANCE PAYMENT BOND specify its expiration date, and the advance payment has not been repaid by the date twenty-eight (28) calendar days prior to the expiration date, the SUBCONTRACTOR shall extend the validity of the aforesaid bond until the advance payment has been repaid.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 22.2. Call on the ADVANCE PAYMENT BOND The CONTRACTOR may call on the ADVANCE PAYMENT BOND in case of application of Article 24 [Termination for Default] or when, in the sole opinion of the CONTRACTOR, the SUBCONTRACTOR is not in a position to repay the Advance Payment. The CONTRACTOR, in calling the ADVANCE PAYMENT BOND, shall not be obliged to notify the SUBCONTRACTOR. In case of failure by the SUBCONTRACTOR to extend or replace the ADVANCE PAYMENT BOND or properly adjust its value, the CONTRACTOR shall be entitled to make an immediate call on the ADVANCE PAYMENT BOND up to the full amount thereof. 22.3. PERFORMANCE BOND The SUBCONTRACTOR shall provide to the CONTRACTOR, within fifteen (15) calendar days of the EFFECTIVE DATE, an unconditional and irrevocable on-demand PERFORMANCE BOND in the form set out in ANNEX VII BOND FORMS. The PERFORMANCE BOND shall be provided by a first class international bank approved by the CONTRACTOR. The PERFORMANCE BOND shall be in the currency specified in the Special Conditions and equivalent to ten percent (10%) of the SUBCONTRACT PRICE. The value of the PERFORMANCE BOND shall be adjusted whenever the SUBCONTRACT PRICE is increased or decreased by ten percent (10%) of the Initial Estimated SUBCONTRACT PRICE. The PERFORMANCE BOND shall secure the SUBCONTRACTORs obligations under the SUBCONTRACT and shall not be affected by any amendment to the SUBCONTRACT. The PERFORMANCE BOND shall remain valid until the issuance of the PROVISIONAL ACCEPTANCE CERTIFICATE by the CONTRACTOR or until settlement of all issues between the PARTIES following termination of the SUBCONTRACT, pursuant to Article 25 [Termination for Convenience] and Article 24 [Termination for Default]. 22.4. Call on the PERFORMANCE BOND The CONTRACTOR may call on the PERFORMANCE BOND in respect of any breach of SUBCONTRACT or whatever liability of SUBCONTRACTOR arising under the SUBCONTRACT. The CONTRACTOR, in calling on the PERFORMANCE BOND, shall not be obliged to notify the SUBCONTRACTOR specifying the default of the SUBCONTRACTOR. In case of failure by the SUBCONTRACTOR to extend or replace the PERFORMANCE BOND, or properly adjust its value, the CONTRACTOR shall be entitled to make an immediate call on the PERFORMANCE BOND up to the full amount thereof. 22.5. WARRANTY BOND The SUBCONTRACTOR shall provide to the CONTRACTOR, fifteen (15) calendar days before the foreseen Provisional Acceptance Date, an unconditional and irrevocable ondemand WARRANTY BOND in the form set out in ANNEX VII BOND FORMS. The WARRANTY BOND shall be provided by a first class international bank approved by the CONTRACTOR. The WARRANTY BOND shall be in the currency specified in the Special Conditions and equivalent to five percent (5%) of the FINAL SUBCONTRACT PRICE.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project The WARRANTY BOND shall secure the SUBCONTRACTORs obligations under the WARRANTY PERIOD, and shall not be affected by any amendment to the SUBCONTRACT. The WARRANTY BOND shall remain valid until the issuance of the FINAL ACCEPTANCE CERTIFICATE by the CONTRACTOR or until settlement of all issues between the PARTIES following termination of the SUBCONTRACT, pursuant to Article 25 [Termination for Convenience] and Article 24 [Termination for Default]. 22.6. Call on the WARRANTY BOND The CONTRACTOR may call on the WARRANTY BOND in respect of any breach of SUBCONTRACT or whatever liability of SUBCONTRACTOR arising under the SUBCONTRACT. The CONTRACTOR, in calling on the WARRANTY BOND, shall not be obliged to notify the SUBCONTRACTOR specifying the default of the SUBCONTRACTOR. In case of failure by the SUBCONTRACTOR to extend or replace the WARRANTY BOND, or properly adjust its value, the CONTRACTOR shall be entitled to make an immediate call on the WARRANTY BOND up to the full amount thereof. 22.7. PERFORMANCE / WARRANTY BOND Under CONTRACTORs discretion, it is possible to substitute both Performance and Warranty bonds by only one PERFORMANCE / WARRANTY BOND, according to the following: The SUBCONTRACTOR shall provide to the CONTRACTOR, within fifteen (15) calendar days of the EFFECTIVE DATE, an unconditional and irrevocable on-demand PERFORMANCE / WARRANTY BOND in the form set out in ANNEX VII BOND FORMS. The PERFORMANCE /WARRANTY BOND shall be provided by a first class international bank approved by the CONTRACTOR. The PERFORMANCE /WARRANTY BOND shall be in the currency specified in the Special Conditions and equivalent to ten percent (10%) of the SUBCONTRACT PRICE. The value of the PERFORMANCE / WARRANTY BOND shall be adjusted whenever the SUBCONTRACT PRICE is increased or decreased by ten percent (10%) of the Initial Estimated SUBCONTRACT PRICE. Upon the issuance of the PROVISIONAL ACCEPTANCE CERTIFICATE by the CONTRACTOR, the value of the PERFORMANCE / WARRANTY BOND shall be decreased to a value equivalent to five percent (5%) of the FINAL SUBCONTRACT PRICE. The PERFORMANCE / WARRANTY BOND shall secure the SUBCONTRACTORs obligations under the SUBCONTRACT and shall not be affected by any amendment to the SUBCONTRACT. The PERFORMANCE / WARRANTY BOND shall remain valid until the issuance of the FINAL ACCEPTANCE CERTIFICATE by the CONTRACTOR or until settlement of all issues between the PARTIES following termination of the SUBCONTRACT, pursuant to Article 25 [Termination for Convenience] and Article 24 [Termination for Default]. 22.8. Call on the PERFORMANCE / WARRANTY BOND The CONTRACTOR may call on the PERFORMANCE / WARRANTY BOND in respect of any breach of SUBCONTRACT or whatever liability of SUBCONTRACTOR arising under
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project the SUBCONTRACT. The CONTRACTOR, in calling on the PERFORMANCE / WARRANTY BOND, shall not be obliged to notify the SUBCONTRACTOR specifying the default of the SUBCONTRACTOR. In case of failure by the SUBCONTRACTOR to extend or replace the PERFORMANCE / WARRANTY BOND, or properly adjust its value, the CONTRACTOR shall be entitled to make an immediate call on the PERFORMANCE / WARRANTY BOND up to the full amount thereof. 22.9. BONDS Cost The costs of obtaining and renewing (when applicable) the BONDS shall be at expense of the SUBCONTRACTOR. 23. SUSPENSION 23.1. CONTRACTOR may suspend the WORK, at its convenience. 23.2. Suspensions may only be imposed by CONTRACTOR on SUBCONTRACTOR and shall be communicated to SUBCONTRACTOR by at least 24 hours prior written notice. 23.3. If SUBCONTRACTORs performance of any of its obligations is suspended, as per SubArticle 23.1 (above), any reasonable and documented costs necessarily incurred by SUBCONTRACTOR as a direct result of the suspension, shall be reimbursed to the SUBCONTRACTOR, except where suspension is ordered due to any act, omission, default or breach of the SUBCONTRACT by the SUBCONTRACTOR or by FORCE MAJEURE. 23.4. The suspension shall be ended or withdrawn by the CONTRACTOR notifying the SUBCONTRACTOR in writing of the effective date of suspension withdrawal. The SUBCONTRACTOR shall resume the WORK promptly after receipt of and in accordance with such notice. 23.5. The suspension period shall not be computed as part of the number of days indicated in the SUBCONTRACT for the purpose of defining the date of completion of the WORK. The computation of such number of days shall be interrupted automatically at the beginning of the suspension and shall continue once the suspension is withdrawn or ends. 24. TERMINATION FOR DEFAULT 24.1. CONTRACTOR shall have the right to terminate the SUBCONTRACT or to deem that the SUBCONTRACT has automatically terminated, due to SUBCONTRACTORs default in the following cases: a) The WORK has been carried out with MATERIALS which were rejected by the CONTRACTOR; b) Second or further incident of non-compliance with a SUBCONTRACT provision or a technical regulation where the CONTRACTOR has notified the SUBCONTRACTOR in writing of the infringement; c) Infringement of health, environment, accident and fire prevention rules provided for by applicable LAWS and regulations including without limitation those issued by CONTRACTOR; d) Evident and irrecoverable delay in the execution of the WORK and the supplies with respect to the SCHEDULE of WORK;
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project e) Subcontracting of the WORK or part of it without CONTRACTORs prior written authorization. The partial or complete transfer or assignment of the SUBCONTRACT or part of it, without CONTRACTORs prior written authorization; f) Transfer or assignment of rights and benefits under this SUBCONTRACT; g) Unjustified failure to pay SUBCONTRACTORs personnel, SUBCONTRACTORS or Suppliers for duration of more than 15 days from the date on which time for payment has expired; h) In the event SUBCONTRACTOR becomes bankrupt, has a receiving order made against it, presents a petition for bankruptcy, made an arrangement or assignment in favour of its creditors, goes into liquidation, has an execution or restraining order imposed or levied on its goods and/or otherwise becomes insolvent. i) SUBCONTRACTOR refuses or neglects to supply sufficient properly skilled persons, or Construction Equipment, of the proper quality and/or quantity to achieve Mechanical Completion by the Scheduled Mechanical Completion Date set forth in the Special Conditions. j) SUBCONTRACTOR fails to commence the WORK, for reasons attributable to SUBCONTRACTOR, within the date set forth in the Special Conditions. k) SUBCONTRACTOR fails to submit any of the Performance Bonds and Warranty Bonds within the date defined in Sub-Article 22.3 [PERFORMANCE BOND], SubArticle 22.5 [WARRANTY BOND] and/or Sub-Article 22.7 [PERFORMANCE / WARRANTY BOND] herein. l) SUBCONTRACTOR fails to submit and/or renew the Insurances policies and corresponding certificate, within the dates defined in Sub-Article 19.2 [Insurance to be provided by SUBCONTRACTOR] herein. m) SUBCONTRACTOR has achieved the maximum Liquidated Damages for Delay, as defined in the Sub-Article 8.3 [Liquidated damages for delay], herein. In any of the aforementioned cases, CONTRACTOR shall inform SUBCONTRACTOR in a timely manner that it intends to avail itself of this provision and suspend all payments to the SUBCONTRACTOR, even those which have been previously authorized. 24.2. Without prejudice to any other rights and remedies that CONTRACTOR may have for noncompliance or delay by the SUBCONTRACTOR, the CONTRACTOR may immediately deduct the amount of costs or damages incurred/suffered or which will be incurred/suffered by CONTRACTOR in respect thereof or in connection therewith, from the SUBCONTRACT Price. 24.3. Should the balance of the overall amount due to SUBCONTRACTOR be not enough to cover costs and damages borne or to be borne by CONTRACTOR for the completion of the WORK, the difference shall be paid by SUBCONTRACTOR within and not later than ten (10) days from written notice by the CONTRACTOR of the amount of the difference. 25. TERMINATION FOR CONVENIENCE 25.1. CONTRACTOR shall have the right to terminate the SUBCONTRACT or any part thereof at any time by giving ten (10) days prior written notice to SUBCONTRACTOR specifying which part of the WORK is affected and the date when the termination takes effect (the effective date of termination).
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project On the effective date of termination, SUBCONTRACTOR shall cease any activities related to the part of the WORK which is the subject matter of the termination notice, but shall continue Working on any part of the WORK which has not been terminated. 25.2. If the WORK or any part thereof is terminated in accordance with the aforementioned terms, SUBCONTRACTOR shall only be entitled to payment for the part of WORK already carried out up to the effective date of termination. 25.3. SUBCONTRACTOR shall not be entitled to compensation for or to be indemnified against any costs borne or incurred by SUBCONTRACTOR after the effective date of termination with the exception of costs related to WORKS that arise directly as a result of the termination of the WORK provided that prior authorization in writing has been given by the CONTRACTOR for the execution of the WORKS to which such costs relate. 25.4. In the event of termination of the WORK or any part thereof, SUBCONTRACTOR shall deliver to the CONTRACTOR all the documents relating to such WORK or part thereof. 25.5. CONTRACTOR is not and shall not be liable for any loss or damage, including without limitation loss of profit and any other indirect or consequential damage, which may be caused by termination hereunder. 25.6. The terms and conditions of the SUBCONTRACT shall remain in full force and effect with regards to the part of the WORK which have not been terminated. 26. TRANSFER OF OWNERSHIP 26.1. The Ownership, but not the risk, of all the equipment, MATERIALS, supplies and structures supplied by SUBCONTRACTOR and which are to be incorporated into the PLANT, shall vest in or be transferred to CONTRACTOR upon payment for or delivery at SITE of such items, whichever occurs first. 26.2. The Ownership of all the equipment, MATERIALS, supplies and structures which are property of SUBCONTRACTOR which are not utilized for incorporation into the PLANT or a part thereof, shall and is deemed to be re-transferred to SUBCONTRACTOR upon Acceptance of the WORK, or at an earlier date if so requested. 26.3. The items kept or stored at the SITE that belong to SUBCONTRACTOR shall be registered in a book to be kept by both SUBCONTRACTOR and CONTRACTOR for that purpose. 26.4. SUBCONTRACTOR assumes and takes on the care, custody and control of all MATERIALS, tools and equipment made available by CONTRACTOR from the time such items are received by and handed into the charge of SUBCONTRACTOR, at the CONTRACTORs warehouse or on trucks at their arrival at SITE. SUBCONTRACTOR is responsible for all MATERIALS, tools and equipment made available by CONTRACTOR and undertakes responsibility for their transfer from warehouse to any other storage AREA within the SITE and also for their unloading, receipt, storage, custody and preservation until the date the WORK Acceptance is given by CONTRACTOR. The MATERIALS and/or equipment delivered by CONTRACTOR to SUBCONTRACTOR shall be registered in a book kept for that purpose. 27. PATENT AND CONFIDENTIAL INFORMATION 27.1. SUBCONTRACTOR indemnifies and holds CONTRACTOR harmless against any legal proceedings or any other kind of claims related to patent infringement by SUBCONTRACTOR and in any other way connected with the WORK. SUBCONTRACTOR
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project shall also hold CONTRACTOR harmless against any liability, and shall pay or refund the CONTRACTOR any costs, arising in relation to such proceedings or claims. 27.2. SUBCONTRACTOR hereby assigns CONTRACTOR an irrevocable, non-exclusive and cost-free license for the utilization of SUBCONTRACTORs patents in connection with tools, equipment, processes and MATERIALS used or produced during the execution of the WORK or during the running of any part of the PLANT. Such license may be transferred from CONTRACTOR or, as the case may be, from the OWNER, to any future purchaser of the PLANT or of any part thereof. 27.3. SUBCONTRACTOR shall promptly inform CONTRACTOR about any invention which the SUBCONTRACTORs personnel might develop or devise during the execution of the WORK or within the following year, that is based on the technical concepts and specifications of the CONTRACTOR or OWNER. SUBCONTRACTOR hereby assigns CONTRACTOR an irrevocable cost-free, non-exclusive license, valid worldwide, for such inventions, discoveries or improvements, together with the right to extend such license to other parties without informing SUBCONTRACTOR. 27.4. SUBCONTRACTOR shall treat with confidentiality, and shall not disclose to any third party, unless such disclosure is strictly necessary for the correct execution of the WORK, any information of a technical or commercial nature which has been communicated to the SUBCONTRACTOR by CONTRACTOR or by the CONTRACTORs subsidiaries, affiliates or Parent Company, or which has been acquired by SUBCONTRACTOR in any other way during the WORK. 27.5. SUBCONTRACTOR undertakes and shall ensure that its LOWER TIER SUBCONTRACTORS and Suppliers shall treat any information transferred or disclosed to them with the same level of confidentiality as required of the CONTRACTOR. SUBCONTRACTOR's failure to comply with the requirements of this Sub-Article 27.5 may lead to SUBCONTRACT termination, at CONTRACTORs will. The obligations under this Sub-Article 27.5 do not extend to information that is within the public domain or information which is already known by SUBCONTRACTOR as a result of its having been disclosed to or acquired by SUBCONTRACTOR from third parties who are themselves under no obligation of confidentiality. 27.6. Drawings, specifications, procurement requests, purchase orders (non-priced) and other similar documents which are made available by CONTRACTOR or drawn up by SUBCONTRACTOR or its LOWER TIERSUBCONTRACTORS pursuant to the SUBCONTRACT are the sole property of the CONTRACTOR. Such documents, engineering design and technical information included therein may be published by the CONTRACTOR, disclosed to third parties and/or utilized by CONTRACTOR or by persons or entities appointed by the CONTRACTOR, for any reason whatsoever. Such documents shall not be utilized by SUBCONTRACTOR or its SUBCONTRACTORS for other projects and all copies thereof shall be returned to CONTRACTOR. 27.7. SUBCONTRACTOR acknowledges and declares that should the documents drawn up by SUBCONTRACTOR in the execution of the WORK contain particular engineering process or technical information belonging to the SUBCONTRACTOR which are not to be disclosed to any other party, SUBCONTRACTOR shall inform and has informed CONTRACTOR prior to the effective date of this SUBCONTRACT and shall supply the CONTRACTOR with a list of such items which are not to be disclosed.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 27.8. Such special engineering process, design and technical information shall be incorporated into the PLANT only upon prior approval by CONTRACTOR. 27.9. Once they have been incorporated into the PLANT, the right to use such special engineering process and technical information is restricted to the operation (which shall include modifications, maintenance and repairs) of the PLANT. CONTRACTOR, OWNER and their respective Parent companies, subsidiaries and associated companies may publish, disclose or otherwise utilize such special processes and technical information should they be rightfully available to them and in any case at the end of the seventh (7th) year from the Acceptance Date, whichever is earlier. Such rights are transferable to any future Purchaser of the PLANT or of any part thereof. 28. FORCE MAJEURE 28.1. Definition of Force Majeure FORCE MAJEURE shall be deemed to be any cause beyond the reasonable contemplation or control of either party which prevents or delays or otherwise impedes the due performance of the SUBCONTRACT and which by due diligence the affected party is unable to control despite the making of all reasonable efforts to overcome the cause concerned. 28.2. FORCE MAJEURE may include, but shall not be limited to any one or other of the following: a) war or hostilities b) riots or civil commotions c) earthquakes, floods, tempests, lightning or other natural physical disasters, but excluding purely adverse weather conditions such as rain, frost or snow d) strikes, of a national or regional nature, excluding company strikes by the SUBCONTRACTOR or CONTRACTOR. e) Impossibility in the use of any railway, port, airport, shipping service or other means of transportation or communication (occurring concurrently) The occurrence and termination of such events shall be notified in the shortest possible time, by the party wishing to avail himself of the provisions in this Clause, to the other party in writing, and the nature and duration of such events shall be independently verified by competent organizations. If a FORCE MAJEURE situation persists for more than six consecutive months then each party is at liberty to ask for termination of the SUBCONTRACT. This decision is to be communicated in writing and can also be made during this period if it becomes evident that WORK cannot be restarted within this period as a result of a continuing FORCE MAJEURE situation. In the event of a FORCE MAJEURE situation occurring, the costs shall be borne by the party on which it falls. 29. LIENS 29.1. SUBCONTRACTOR undertakes not to create or do anything (including by act or omission) which could result in the creation of any lien, mortgage, charge or other encumbrance on
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project the WORK, on any construction equipment and/or on any property of the CONTRACTOR nor of the OWNER (including OWNER facility and the SITE), and the SUBCONTRACTOR hereby declares that it has not created any such lien, mortgage, encumbrance or done anything as herein above before entering into the SUBCONTRACT. 29.2. The SUBCONTRACTOR shall protect, indemnify and hold the CONTRACTOR and the OWNER harmless from and against any and all liabilities, damages, demands, costs, expenses (including reasonable attorneys fees), claims, fines, penalties and the like, for the discharge of any lien claimed against the WORK, any construction equipment or any CONTRACTORs property or OWNERs property (including the OWNER facility and the SITE), if created or caused (by any act, omission or negligence) by the SUBCONTRACTOR or by any of its SUBCONTRACTORS, or their respective employees, consultants and agents. 29.3. If, at any time, the CONTRACTOR receives notice or information of the recording of any such lien, mortage, encumbrance on the CONTRACTORs property or the OWNERs property, it shall forthwith notify the SUBCONTRACTOR, which shall promptly refund the CONTRACTOR for all costs and expenses incurred in connection therewith, without prejudice in case of SUBCONTRACTORs failure to do so to any CONTRACTORs right to offset. 30. PROTECTION OF PERSONAL DATA 30.1. According to the Local LAW and future modifications and supplements, SUBCONTRACTOR undertakes to handle with the outmost diligence and privacy any information learnt during the execution of the activities relevant to the present SUBCONTRACT. 30.2. The available Personal Data regarding CONTRACTOR and/or their own employees, can be used with the exclusive purpose of execution of services hereunder specified. Third parties cannot use such personal data either for the period following to complete execution of the present SUBCONTRACT. 30.3. It will be careful and unequivocal commitment of the SUBCONTRACTOR, without any temporal limit, not to transmit to the third parties and not to use data or deeds relevant to CONTRACTOR and their own employees, learnt during the execution of the services. 30.4. The SUBCONTRACTOR undertakes to destroy and / or to cancel any electronic documents and/or files containing the personal data specified above. 30.5. CONTRACTOR will be entitled to require that SUBCONTRACTOR pays compensation for all damages however arising from SUBCONTRACTORs non-fulfilment of its obligations relevant to the protection of personal data. 30.6. CONTRACTOR holds SUBCONTRACTOR responsible for the obligation of the protection of CONTRACTOR personal data from SUBCONTRACTORs employees, SUBCONTRACTORS, subsidiary and their own employees. 30.7. In case of non-permitted diffusion relevant to any information and or printout, CONTRACTOR is entitled to protect own rights in civil and criminal proceeding according to the LAW. 30.8. The CONTRACTOR confirms that SUBCONTRACTORs personal data already communicated, or to be communicated to CONTRACTOR will be treated by CONTRACTOR in compliance with the LAW regarding Personal data protection code.
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General Terms and Conditions of Subcontracts for the SHAH GAS GATHERING SYSTEM Project 31. SETTLING OF DISPUTES 31.1. Arbitration All disputes and controversies arising in connection with the performance or interpretation of this CONTRACT, which cannot be settled amicably, shall be finally settled by arbitration carried out according to the then existing Rules of arbitration of the International Chamber of Commerce (ICC), except as varied by this Article 31, by three arbitrators. CONTRACTOR and SUBONTRACTOR will each appoint one arbitrator within two weeks from the date of written request by either party to the other to refer the dispute to arbitration. The third arbitrator shall be appointed in accordance with the ICC rules. The decision of the arbitrators shall be final and binding on the parties. The arbitration shall be conducted in the Spanish language in the venue specified in the Special Conditions. The arbitration award shall be final and binding for the PARTIES. 31.2. Duty to Proceed with the WORKS Where a dispute between the PARTIES is referred for resolution pursuant to Sub-Article 31.1 [Arbitration] (above), the obligation of the PARTIES under this SUBCONTRACT shall be unaffected. In particular, the SUBCONTRACTOR shall not be entitled to suspend the performance of the WORKS.
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