9R4944 - 0411 - EPC BD Vol I - Invitation To Bidder FINAL Rev0 20090623

Azzawiya Oil Harbour Bid Documents
Volume I of III Invitation to Bidder
Azzawiya Oil Refinery Company Inc

23 June 2009
Final Report
9R4944
HASKONING NEDERLAND B.V.

MARITIME
George Hintzenweg 85
Postbus 8520
Rotterdam 3009 AM
The Netherlands
+31 (0)10 443 36 66
+31 (0) 10 4433 688
info@rotterdam.royalhaskoning.com
www.royalhaskoning.com
Arnhem 09122561
Document title
Document short title

Status
Date
Project name
Project number
Client
Reference RH
Reference ARC
Drafted by
Azzawiya Oil Harbour Bid Documents

Volume I of III Invitation to Bidder
EPC BD Azzawiya Vol I
Final Report
23 June 2009
Azzawiya Oil Harbour
9R4944
9R4944KO/0411/303460/Rott/Rev0
1620-ZA-A4-001
A.C. Woods
Checked by
A. Cook
Date/initials
23/06/2009
Approved by
Date/initials
H. Altink
24/06/2009
Telephone
Fax
E-mail
Internet
CoC
CONTENTS
Page
PART 1 INVITATION TO BIDDER
INVITATION TO BIDDER
PART 2 INSTRUCTIONS TO BIDDER
INTRODUCTION
1.1
General Introduction
1.2
The Existing Facility
1.3
The Objective of the Bid
1.4
Objectives of this Document
1.5
Regulations Concerning Competition
7
7
7
8
12
12
GENERAL CONDITIONS FOR BIDDING

2.1
Acknowledgement of Bid Package
2.2
Independent Bid
2.3
Clarification of documents, queries
2.4
Regulations concerning the submission of the bid
13
13
13
13
14
COMMUNICATIONS
3.1
Correspondence
3.2
Language
3.3
Site Visit
3.4
Modifications and Amendments to the invitation to bid
3.5
Minutes of Meetings
18
18
18
19
19
20
PRESENTATION OF THE BIDS

4.1
General
4.2
Commercial proposal
4.3
Technical Proposal
4.4
Exceptions and Alternatives
4.5
Project Execution Proposal
21
21
24
26
30
30

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PART 3 LETTER OF BID AND BID BOND GUARANTEE

(SPECIMEN)
37
PART 4 PREAMBLE TO BID
43
PART 5 CONTRACT PREAMBLE AND FORM OF AGREEMENT

(SPECIMEN)
47
SCOPE OF WORKS
49
CONTRACT DOCUMENTS
50
CONTRACT PRICE
51
TERMS OF PAYMENT
52
EFFECTIVE DATE AND COMMENCEMENT DATE
53
TIME FOR COMPLETION
53
SUB-CONTRACTING
54
CONTRACTORS LIABILITY UNDER THE CONTRACT
54
VENDOR LIST
54
10
INSURANCE
54
11
OFFICE FACILITIES
54
12
APPLICABLE LAWS AND SETTLEMENT OF DISPUTES
55
13
FORM OF AGREEMENT
57
PART 6 GENERAL CONDITIONS OF CONTRACT
59
PART 7 CONTRACT FORMS
147
PERFORMANCE BOND (DRAFT)
149
ADVANCE PAYMENT (DRAFT)
151
COMPLETION CERTIFICATE(SPECIMEN)
153
FORM OF RELEASE (SPECIMEN)
155
MAINTENANCE CERTIFICATE (SPECIMEN)
157
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PART 1 INVITATION TO BIDDER

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INVITATION TO BIDDER
Bidders are invited by the Azzawiya Oil Refinery Company (ARC), a
subsidiary of the National Oil Company (NOC) through the Main Tender
Committee:

All as described in, and in accordance with the terms of the Bid
Documents.
The Bidders and all supporting documents should be submitted
according to Part 4 of these Instructions to Bidders endorsed only as
follows:
BID No: ARC/2009/AOH/001
The envelopes should be delivered on 8th October 2009 at 12.00
midday and should be addressed to:
PO Box 6451
Tripoli
Great Socialist Peoples Libyan Arab Jamahiriya
For the attention of
Chairman Main Tender Committee
The exterior of the envelope should bear no indication or marking which
may reveal the identity of the Bidder.
The Tenders Committee is not bound to accept the lowest Bid and
reserves the right to reject any or all Bidders without assigning any
reason.
An electronic copy of the Bid will be delivered to the above address 14
days from the Bid Submission date above.

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PART 2 INSTRUCTIONS TO BIDDER

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INTRODUCTION
1.1
General Introduction
1.1.1
The purpose of these Instructions to Bidders is to establish the terms

and conditions which apply to this stage of the Bidding process and to
set out the procedure for submissions of Bidders in relation to the
Project.
1.1.2
The definitions in Part 6 General Conditions of Contract, Clause 1

Definitions should be read in conjunction with these Instructions.
1.1.3
These Instructions to Bidders will not form part of any Contract

eventually formed as a result of this Bidding process nor give rise to any
Contract themselves.
1.1.4
These Instructions prescribe the procedures to be followed until the

Owner either enters into a Contract with the Bidder or advises him that
the Owner does not intend to do so.
1.1.5
By participating in the Bidding process for the Project, Bidders are

conclusively treated as accepting these Instructions to Bidders and no
purported rejection, variation or addition to these Instructions to Bidders
made by Bidders shall have any effect. In particular, but without
limitation, each Bidder acknowledges and agrees that the Bidding
process described in these Instructions to Bidders is fair and
reasonable.
1.1.6
Should the Bidders, within 7 days of receipt of the Bid documents from
the Owner, not wish to submit a Bid, they are to return all the Bid
documents without alteration, marks or notation
1.2
The Existing Facility
1.2.1
Azzawiya Oil Refining Company Inc (ARC), a subsidiary of the National

Oil Corporation, is located on the coast of the Great Socialist Peoples
Libyan Arab Jamahiriya, approximately 50km to the west of the capital,
Tripoli. The Refinery has two identical trains, each with a capacity of
2.5million tons per year. However, under the Refinery Revamp Project
Phase 1, the capacity of each train will be increased to 3.07 million tons
per year. It is served by pipelines feeding crude oil from oil fields in the
southwest of Great Jamahiriya and by other pipelines for conveying
products over land to major customers. Additionally, there are road
vehicle loading facilities. Storage for crude oil and refined products is
provided by tanks within the Refinery battery limits.

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1.2.2
The refinery is equipped with a Marine Terminal which serves tankers

traffic and has three buoy moorings. Berths 1 & 3 are single buoy
moorings (SBMs) of the single Anchor Leg mooring (SALM) type and
both are located approximately 1.30 to 1.70 km offshore in 27 30
meters of water respectively. Berth No 1 is equipped with two 24
pipelines and the mooring is designed to accept vessels of between
10,000 DWT and 100,000 DWT. Berth No 3 can handle vessels
between 15,000 DWT and 140,000 DWT and has two 30 pipelines.
Berth No 2 is a conventional Buoy Mooring (CBM) and can berth
vessels between 5,000 DWT and 25,000 DWT. The berth is located
1.20 km offshore, approximately 20 meters of water and has three 10
pipelines. There are four main pump houses in ARC and one pump
house in Akakus Oil Operations Company (AOO) which contain pumps
dedicated to various products. Additionally, there are three pumps in
ARC for the export of crude oil.
1.2.3
The existing Marine Terminal Facility has an annual throughput of

6.6million tons comprising crude oil, reduced crude oil, heavy fuel oil,
kerosene, straight run naphtha, gas oil and vacuum gas oil. After
completion of both phases of the Refinery Revamp Project, throughput
will be increased.
1.2.4
There is a small craft harbour within the precincts of the Azzawiya

Refinery about 1.80km to the west side and is suitable for small tugs,
line boats, workboats and similar crafts.
1.3
The Objective of the Bid
1.3.1
Azzawiya Oil Refining Company Inc. (ARC) intends to expand the

existing Marine Terminal Facilities by constructing a fully protected
harbour at ARC Site near the tankfarm area and east of CBM2 in order
to increase the capacity to handle the transportation of crude oil, various
refined products, asphalt and LPG.
1.3.2
For a clearly defined description of the works that are required by the
bidder, the bidders are directed to Volume 2 Exhibit A Scope of Works
of these Bid Documents
1.3.3
The harbour shall improve the supply of different light products by BMC
to the western area in Great Jamahiriya and shall facilitate the export of
light products, asphalt, LPG, fuel oil as well as import of base oil and
reduced crude by ARC. Furthermore, the export of crude oil and other
products produced in the southwest area of Great Jamahiriya shall be
carried out through this harbour.
1.3.4
The Azzawiya Oil Harbour shall include, but not be limited to, 4 new
sheltered berths, a pier for Refinery Revamp equipment / materials,
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associated petrochemical handling facilities, bunkering facilities,

breakwaters and other related civil, mechanical, electrical, instrument
and communication works. The Harbour shall benefit Azzawiya Oil
Refining Company Inc. (ARC), Brega Petroleum Marketing Company
(BMC) and Akakus Oil Operations Company (AOO). The operations of
the harbour shall be conducted by ARC.
1.3.5
Existing Berths No. 1&3 shall be retained and to be used as standby

berths in future, whereas Berth No. 2 shall be abolished, after start-up of
the Harbour.
1.3.6
The Project has been previously designed at another location, near the
existing Small Craft Harbour. However, in view of certain major
technical/commercial disadvantages associated with that location and
the harbour design being semi-protected as well as some new
requirements to the scope of works, that location has been abandoned.
General Layout showing previous and new locations of the Harbour and
existing 3 berths is attached within the Definition Drawings within the
Owners Requirements.
A contour map for the new location,
Topographical Survey of the nearby onshore area and the existing
pipelines in the vicinity of proposed Harbour are shown in the Owners
Requirements.
1.3.7
The Azzawiya Oil Harbour Project shall be designed, procured and

constructed in two phases i.e. Phase-I & Phase-II. The Scope of Work
of this Contract shall be limited exclusively to Phase-I works. However,
the spacing of offshore facilities for Phase-II to be considered under
Phase-I works. The works of each phase are as follows:
1.3.7.1
Phase-I
a)
i)
Marine Works
Main and secondary breakwaters connected to the shore.
ii)
Access for pipes and service road to the berths along main
breakwater or separate bridge or other means according to the
harbour layout.
iii)
Berth No. 4 for tankers with a capacity of 1000 35,000 DWT for
handling different light products, LPG & asphalt.
iv)
Berth No. 5 for tankers with a capacity of 5,000 75,000 DWT for
handling crude oil, reduced crude, fuel oil and bunker fuel oil and
for tankers with a capacity of 5,000 35,000 DWT for light
products and base oil.

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v)
Berth No. 6 for tankers with a capacity of 20,000 170,000 DWT

for handling crude oil, reduced crude oil and fuel oil.
vi)
Berth No. 7 for berthing the Bunker Shuttle Tanker as well as Tug
Boats.
vii)
Berth No. 8 (pier) for Refinery equipment/materials.
viii) Requirements for marine plant including tugs and pollution

equipment for the Project & their specifications.
ix)
Administration Building comprising a control room and offices (NB:

Construction drawings are available and shall be incorporated into
the Bid Package. However, location to be studied by the
Consultant in the Harbour Layout).
x)
Other Buildings, which shall be necessary for the Project.
b)
Product Handling Facilities (Import & Export)
i)
Crude Oil Handling System comprising two pipelines, 30 dia each

with accessories at Berth No. 6 and connected to the existing
piping near the proposed harbour. A branch from these pipelines
shall be connected to Berth No. 5 for handling heavy fuel oil, crude
oil, reduced crude and bunkering fuel oil.
ii)
Light Products Handling System comprising two pipelines of

suitable diameter with all accessories at Berths No. 4 & 5 to be
connected to the existing piping near the proposed harbour.
iii)
Base Oil Handling System comprising one pipeline 10 dia at Berth

No. 5 and connected to the existing piping near the proposed
harbour.
iv)
Fire Fighting System connected to existing main Fire Fighting

System near the proposed harbour.
v)
Electrical, Instrumentation and Communication Systems (NB: The

DCS of the Harbour will be connected, in future, to all control
rooms of ARC, BMC and Akakus).
vi)
Civil & Structural works as required for the above mentioned items.
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1.3.7.2
Phase-II
a)
Light Products Handling System (Import and Export) from Berths

No. 4&5 for BMC consisting of one multi-product pipeline of
suitable diameter (between 14 18) connected directly to BMC
Tankfarm with new distribution lines of suitable diameter, if
required, inside the BMC Tankfarm.
b)
Additional pipeline, 30 diameter at Berth No. 5 & tie-in existing

manifold valves for handling heavy fuel oil and reduced crude.
c)
Light Products Handling System (Import and Export) for ARC

comprising pumps, discharge and suction lines of suitable
diameters from tanks and to be connected to the pipelines
executed in Phase-I.
d)
Bunkering system comprising two pipelines, two tanks and all

accessories connected to Berth No. 7.
e)
Ballast Water Treatment System comprising two pipelines, 30 dia

each, three tanks and all accessories to be connected to Berths
No. 4, 5 & 6.
f)
Asphalt Handling System (Import and Export) comprising two

pumps, one pipeline 14 diameter, electrically heat traced, flushing
line (10 dia) and suction pipeline with all accessories to be
connected to Berth No. 4.
g)
LPG Handling System (Import and Export) comprising three

pumps, one pipeline 10 diameter, equilibrium pipeline 6 diameter
and all accessories to be connected to Berth No. 4.
h)
Electrical, Instrumentation & Communication System including civil

and structural works as required for the above items.
NB: Construction drawings for the above items are available with the
Owner except Item b. However, routing for all these items shall
be considered in Phase-I.

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1.4
Objectives of this Document
1.4.1
The Owners Requirements set out the functional, quality and

performance requirements for the Azzawiya Oil Harbour. This
document,
Volume
I
of
III
Invitation
to
Bidder
(9R4944K0/0411/303460/Rott), describes the Invitation to Bidder.
1.4.2
The Owners overriding requirement is that the Works are fit for the
purpose of, and suitable in all respects for, safe, efficient, reliable and
continuous use under actual operational conditions at the facility.
1.4.3
The Owners Requirements are minimum requirements, and shall be

read subject to the overriding requirement described above. In the event
of any ambiguity the overriding requirement shall take priority.
1.4.4
The relation of this document to the complete set of Bid Documents is

shown below:
BID DOCUMENTS AZZAWIYA OIL HARBOUR:
1.5
VOLUME I - INVITATION TO BIDDER (this document)
VOLUME II - OWNER'S REQUIREMENTS

Exhibit A
Scope of Works
Exhibit B
Compensation of Payment
Exhibit C1
Performance Specifications and Design Criteria
Exhibit C2
Technical Data and Specifications
Exhibit D
Drawings
Exhibit E
Contract Program and Execution Plan
Exhibit F
Coordination Procedures
Exhibit G
Health, Safety and Environmental Control Regulations
VOLUME III - SITE INFORMATION

Regulations Concerning Competition
Confidentiality
1.5.1
All information derived from the Project Documents or otherwise

communicated to the Bidder in connection with this Bid shall be
regarded by the Bidder as strictly confidential and shall not, without the
prior written consent of the Owner, be published or disclosed to any
third party.
1.5.2
No such person or sole Bidder shall participate in the preparation of

another Bidders for the same Bid. If any entity is found to have
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participated in two or more Bids, other than alternative Bids for the
same Bidder, all such Bids will be rejected.
GENERAL CONDITIONS FOR BIDDING
2.1
Acknowledgement of Bid Package
2.1.1
The Bidder shall acknowledge receipt of these Bid Documents in writing

to the Engineer and accompanying this receipt shall be confirmation as
to whether the Bidder shall be submitting a Bid.
2.1.2
The Bidder shall be responsive to the complete set of Bid Documents

which comprise the documents listed in Section 1 above and any
Addenda to Bid Documents which may be issued as described in this
Section 3. The Bidder shall scrutinize each document immediately upon
receiving it and shall promptly give notice, to the party who issued the
document, of any pages which appear to be missing.
2.1.3
The Bidder must carefully examine all Bid Documents. Failure to comply
with these Instructions or with any other Bidding requirements will be at
the Bidder's risk.
2.2
Independent Bid
2.2.1
The Invitation (i) names the company or joint venture whom the Owner
considered to be eligible to submit a Bid, (ii) states whether the Bidder
was prequalified or selected, and (iii) may state any particular conditions
or reservations of the prequalification or selection. Nothing in these
Instructions entitles any other entity, company or joint venture to submit
a Bid.
2.2.2
No such person or sole Bidder shall participate in the preparation of

another Bid for the same Contract. If any entity is found to have
participate in two or more Bids, other than alternative Bids from the
same Bidder, all such Bids will be rejected.
2.2.3
However, any entity may be proposed as a prospective subcontractor

by more than one Bidder in addition to being either a sole Bidder or a
participant in one joint venture Bidder.
2.3
Clarification of documents, queries
2.3.1
If the Bidder requires any clarification of the Bid Documents, he may

give notice to the Owner. The notice shall be written (which includes by
facsimile transmission) in the language used in the Invitation, and shall

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be sent to the Owner's address stated in the Invitation as soon as

practicable.
2.3.2
The Engineer shall respond to the notice by issuing (i) the text of the
question or request for clarification and (ii) the Owner's clarification. This
response shall be in writing and shall give no indication of the identity of
the Bidder who requested clarification. These requests for clarification
and responses shall be sent to all prospective Bidders who received the
Bid Documents, but shall not constitute amendments to the Bid
Documents. However, if a notice is received less than 14 days before
the Bid submission date, there may be no response.
2.3.3
If amendments are to be made to the Bid Documents, arising from a

notice or otherwise, the Engineer shall issue an Addendum to Bid
Documents on behalf of the Owner. Each Addendum to Bid Documents
shall be sent to all prospective Bidders who received the Bid
Documents, and shall be binding upon them. The Bidder shall promptly
acknowledge receipt of each Addendum to Bid Documents by written
notice to the Engineer, and shall also enter its reference number in the
first sentence of the Letter of Bid.
2.3.4
At any time, the Engineer may similarly issue an Addendum to Bid

Documents which amends the Bid submission date. In this event, all
rights and obligations of the Owner and the Bidders previously related to
the original date shall thereafter be subject to the amended date.
2.4
Regulations concerning the submission of the bid
2.4.1
The Bidder and all communication between the Bidder and the Owner
or the Engineer shall be typed or written in indelible ink in the language
used in the Invitation. Supporting documentation submitted by the
Bidder may be in another language if he also submits an appropriate
translation of all its relevant passages into this ruling language.
2.4.2
The Bid Documents to be submitted by each Bidder shall comprise as

described in Section 2.4.9 of these Instructions.
2.4.3
The Bid Documents issued to the Bidder, including any amendments

instructed in an Addendum to Bid Documents, shall be used without
further amendment.
2.4.4
The Bidder shall price the whole of the Works, and submit a Bid, in
accordance with the Bid Documents. A Bid which excludes part of the
Works may be rejected as unresponsive.
2.4.5
Each of the Schedules shall be completed as appropriate to the

particular Schedule. The Pricing Schedule (or Bills of Quantities) shall
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be fully priced, with a rate or lump sum entered for each item. Each
amount shall be carried forward to the Summary, the total of which shall
be carried forward to the Letter of Bid. All rates and lump sum prices
shall be entered in the same currency as that which is named in the
Letter of Bid. If any item is not priced, there shall be no payment for the
work described in the item, which shall be deemed covered by other
rates and/or lump sum prices.
2.4.6
The Bidder shall also submit the following supplementary information

accompanying, but not forming part of, his Bid where this information is
different from that submitted as part of any prequalification:
(a) copies of original documents defining constitution and/or legal status,
place of registration and principal place of business;
(b) total annual turnover expressed as total volume of engineering work
carried out in each of the last five years;
(c) financial reports, including profit and loss statements, balance
sheets and auditor's reports for the past five years, and an estimated
financial projection for the subsequent year;
(d) evidence of access to lines of credit, and availability of other financial
resources;
(e) name and address of banker(s) who will (and have been authorised
to) provide references upon request by the Owner;
(f) details of performance as prime/main contractor on works of a similar
nature and volume over the last five years and on current works;
(g) a list of the major items of Contractor's Equipment proposed for
carrying out the Contract including details of ownership.
(h) name and address of the bank or other entity which will provide the
Performance Security and the advance payment guarantee; and a
letter from such entity acknowledging having received the Annexes to
the Particular Conditions of Contract and undertaking to provide
these security documents in accordance with the exact wording of
these Annexes (if the entity prefers to make minor changes, they
must be specified exactly);
(i) name and address of the insurers and their principal terms for the
insurances required by Clauses 6.22, 6.23 and 6.24 of the Conditions
of Contract, including proposed deductibles and exclusions;

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(j) details of the arrangements and methods which the Bidder proposes
to adopt for the execution of the Works, in sufficient detail to
demonstrate their adequacy to achieve the requirements of the
Contract including completion within the Time for Completion;
(k) any proposals for subcontracting the execution of parts of the Works,
excluding each subcontract which will be less than ten percent of the
Bid sum (this exclusion does not apply to the details required in the
Schedules, which must be completed without exclusions);
(l) the names, qualifications and experience of key personnel proposed
for the management of the Contract and the execution of the Works,
both on and off site, including curriculum vitae of the senior
personnel. A Bid which is not accompanied by this information may
be rejected as unresponsive.
2.4.7
The completed Bid shall not have any alterations or erasures, except
any which may be specified in an Addendum to Bid Documents.
However, if alterations are necessary to correct errors made by the
Bidder, these corrections shall be endorsed with the signature of the
person signing the Letter of Bid.
2.4.8
Only one Bid may be submitted by each Bidder, except for any
alternative offers. In addition to a compliant Bid, the Bidder may offer
technical or other alternatives to the requirements of the Bid
Documents, which may include reasonable deviations or other
proposals. Each alternative Bid shall include all information necessary
for its complete evaluation by the Owner, including any relevant
calculations, specifications, construction methods, timing implications,
breakdowns of prices, and other relevant details. The Owner reserves
the right to reject alternative offers.
2.4.9
The Bidder shall prepare the documents comprising the Bid and
supplementary information as follows.
Each Original set shall comprise of 3 parts,
Part 1 Technical Submission 1 original and 2 copies
Part 2 Commercial (Priced) 1 original and 1 copy
Part 3 Commercial (Unpriced) 1 original and 2 copies.
Each such set shall be submitted in an inner envelope within an outer

envelope, with each document and each envelope being clearly marked
"ORIGINAL" or "COPY" as appropriate. If there is any discrepancy
between them, the ORIGINAL shall prevail.
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2.4.10
The original and copies of the Bid shall be signed by a person or

persons duly authorised to bind the Bidder. Proof of authorisation, in the
form of a written power of attorney, shall be annexed to the Letter of
Bid. All pages of the Preamble to Bid and Schedules where entries or
amendments have been made shall be initialled by the person(s)
signing the Letter of Bid.
2.4.11
If a Bid is misplaced or opened prematurely because an envelope was

not sealed and marked as instructed above, the Owner shall not be
responsible and the Bid may be rejected.
2.4.12
The original and copies of the Bid must be delivered to person and the
address specified in the Invitation to Bidder no later than the time, on
the Bid submission date, stated in the Invitation. Bids received by the
Owner thereafter will be returned unopened.
2.4.13
The Bidder may modify or withdraw his Bid after submitting it, if the
modification or notice of withdrawal is received in writing before such
prescribed time for submission of Bids but not thereafter. The Bidder's
modification or notice of withdrawal shall be prepared, sealed, marked
and delivered, with the inner envelopes additionally marked
"MODIFICATION" or "WITHDRAWAL", as appropriate. In particular, the
modification or notice of withdrawal shall be signed by a person or
persons duly authorised to bind the Bidder, and proof of authorisation
shall be annexed.
2.4.14
A Bid submitted may be rejected by the Owner and returned to the

Bidder.
2.4.15
The Bidder shall bear all costs incurred in the preparation and
submission of the Bid, including visits and other actions mentioned or
implied in these Instructions.
2.4.16
The Owner will not be responsible or liable for such costs, regardless of
the conduct or outcome of the Bidding process. The Owner reserves the
right to accept or reject any Bid, or to annual the Bidding and reject all
Bids, without incurring liability to any Bidder and without being obliged to
inform any Bidder of the reasons for the Owners action.

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COMMUNICATIONS
3.1
Correspondence
Any enquiries regarding the Bid should be made in writing by letter and
fax to:
PO Box 6451
Tripoli
Great Jamahiriya
For the attention of the Chairman, Main Tenders Committee
Telephone: +218 (0) 23 7643 411
Fax: +218 (0) 23 7620 092
E-mail: maintender@arc.com.ly
Queries which relate to Technical and Commercial (Unpriced) matters

should also be copied to :
Mr. Henk Altink
Project Manager
ROYAL HASKONING,
MARITIME
3068 AX Rotterdam
The Netherlands
Telephone: +31 (0) 10 44 33 666
Fax: +31 (0) 10 44 33 688
E-mail: 9R4944@project.royalhaskoning.com
3.2
Language
3.2.1
The Bid is written in the English language. Supporting documents and

printed literature furnished by the Bidder may be in another language
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provided they are accompanied by an accurate translation of its

pertinent passages in English, in which case, for purposes of
interpretation of the Bid, the translation shall govern.
3.2.2
The cost of the aforesaid translation will be the responsibility of the

Bidder and at the Bidders expense. The technical documentation and
correspondence prepared for the Bid shall be in English Language.
3.3
Site Visit
3.3.1
The Bidder shall visit and examine the Site, its surroundings and other
parts of the country, and must obtain for himself on his own
responsibility all information which may be necessary for preparing the
Bid and entering into the Contract.
3.3.2
The Bidder and any of his personnel or agents will be granted

conditional permission to enter upon the Site. The permission shall be
deemed to have been based on the Bidder, his personnel and agents
indemnifying the Owner and his personnel and agents from and against
all liability and upon the Bidder being responsible for personal injury
(whether fatal or otherwise), loss of or damage to property and any
other loss, damage, costs and expenses (however caused) which would
not have arisen other than due to the exercise of such permission.
3.3.3
The Bidder is advised that a meeting and Site visit can be held at the
ARC office in the Azzawiya Oil Refinery and the Bidder should contact
the Owner to arrange such meeting.
3.3.4
The Site visit is intended to supplement and not replace the individual
inspections carried out by each Bidder. The Owner accepts no
responsibility for providing any indication of relevant aspects or access
to appropriate areas, which a competent Bidder may consider
necessary for the preparation of a Bid.
3.3.5
The Owner shall not be bound by any oral representations which may
be made during the Site visit, whether by the Engineers personnel or by
others; and whether during a formal meeting or otherwise. In order to
minimise the possibility of misunderstanding, Bidders should present
any requests for clarifications and/or Addendum to Bid Documents in
writing to the Engineer. All responses shall be sent to all prospective
Bidders who received the Bid Documents.
3.4
Modifications and Amendments to the invitation to bid
3.4.1
The Bidder shall be responsive to the complete set of Bid Documents

which comprise the documents listed in Section 1.3 above and any
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Addenda to Bid Documents which may be issued as described in this

Section 3.4.
3.4.2
The Bidder shall scrutinise each document immediately upon receiving

it and shall promptly give notice to the party who issued the document of
any pages which appear to be missing.
3.4.3
The Bidder must carefully examine all Bid Documents. Failure to comply
with these Instructions or with any other Bidding requirements will be at
the Bidders risk.
3.5
Minutes of Meetings
3.5.1
During the Bid period, should there be any meetings between the Bidder
and the Owner and/or Engineer, the Bidder is to compile and submit to
the Engineer and Owner Minutes of Meeting. The Minutes are to be
submitted within 7 days from the date of the meeting. The content of
these minutes shall be circulated to all Bidders should the content be
deemed beneficial by the Engineer and or Owner.
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PRESENTATION OF THE BIDS
4.1
General
4.1.1
The Bid shall be submitted in three separate envelopes: Envelope One

containing the Technical Proposal, Envelope Two containing the
Commercial (Priced) Proposal and Envelope Three containing the
(Commercial (Unpriced). The Technical Proposal shall contain all the
required documents requested in the Bid Documents excluding any
submission of a financial nature. All submissions of a financial nature
shall be contained within the Bidders Commercial Proposal. The
Bidder shall return the following documents in addition to the items
listed in Section 2.4.6 of these Instructions to Bidders in support of their
Bid:
a)
Bid and supplementary information as described in these

instructions including, design, drawings, all design calculations,
technical information, and method statements;
b)
The Contract Agreement and completed Bill of Quantities / Price

Schedule. The Bill of Quantities / Price Schedule will be for
valuation purposes only and the Owner will not accept any failings
of the Bill of Quantities / Price Schedule as grounds for a variation;
c)
Quality Management and Health and Safety information as stated

below.
4.1.2
Each prequalified Bidder shall notify the Owner, as soon as practicable,

of any change in the data submitted for the purpose of the
prequalification. Any significant change in such data shall be deemed to
invalidate the Bidder's previous prequalification, but the company or
joint venture may request the Owner's permission to reapply for
prequalification. If (at his sole discretion) the Owner grants such
permission, the Bidder's application for prequalification must be
received by the Owner not less than 28 days before the Bid submission
date.
4.1.3
Three separate submissions are required to be clearly identified. 1.

Technical Submission 2. Commercial (Unpriced) and 3. Commercial
(Priced).
For clarity, the following is the items that may be included within each
submission (these lists are not exhaustive and may be added to if the
Bidders deem necessary)

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Technical Submission
-
Drawings
General Specification
Layout & Site Improvement
Breakwater Works
Quay Structure Works
Civil Works
Instrumentation
Electrical Works
Mechanical Works
Structural Works
Utilities
Qualifications of bid
Alternative Bids
Commercial (Unpriced)
-
General Organization Project Management

Scope & Procedures of Work Engineering
Scope & Procedures of Work Procurement
Scope & Procedures of Work Construction
Scope & Procedures of Work Pre-Commissioning,
Commissioning, Start-up and Test Runs
Scope of Subcontractors and vendors
Schedule / Programme control and Progress Reporting
Procedures for Change Orders
Relationship with the Owner
Exclusions from the Scope of Works
Terms of Payment
Work Schedule
Guarantees
Quality Assurance / Quality Control
Qualifications Identify acceptable / unacceptable
Commercial (Priced)
-
Completed Form of Bid

Completed Bills of Quantities / Pricing Schedule
Completed Payment Schedule and Predicted Cashflow
Currency Payment Apportionment
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4.1.4
The inner and outer envelopes shall bear the following identification
BID FOR THE CONSTRUCTION OF THE AZZAWIYA OIL
HARBOUR
4.1.5
All documents shall be completed in indelible ink where applicable.

Each Bid, and all supporting documents shall be in the English
language. All information and particulars to be filled in on the Bid
Documents shall be legibly written. No additions or erasures shall be
made except for the Bidder to correct errors, in which case the changes
shall be initialled by the person or persons signing the Bid.
4.1.6
All blank spaces in the Form of Bid are to be filled, except where
specifically stated otherwise.
4.1.7
The inner envelopes shall indicate the name and address of the Bidder
to enable the Bid to be returned unopened if it is declared late. The
outer envelopes shall give no indication of the Bidder.
4.1.8
The original and required copies of the Bid, as stated in section 2.4.9,
shall be delivered to:
PO Box 6451
Tripoli
Great Jamahiriya
For the attention of: The Chairman, Main Tenders Committee
no later than the time, on the Bid submission date, stated in the
Invitation to Bidder. Bids received by the Owner thereafter will be
returned unopened.
An electronic copy shall be delivered to the above address no later than
the time stated in the Invitation to Bidder.
A further copy of the Technical and Commercial (Unpriced) will be
delivered to:
Mr. Henk Altink, Project Manager
ROYAL HASKONING,
MARITIME
3068 AX Rotterdam
The Netherlands
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4.1.9
Once opened the Bids will be evaluated by the evaluation team, who
may request further information to substantiate the Bidders bid. Each
Bid will be scored in the following terms :
a) Completeness of Bid
b) Responsiveness of the Bidder
c) Quality of the Bidders Proposal
d) Previous experience in comparable projects
e) Commercially Acceptable
4.2
Commercial proposal
4.2.1
General presentation of bids

The presentation of the bids is to be as laid out as stated in section
4.1.4 & 4.1.8 earlier
4.2.2
Currency Split for Payments

Bidders are to propose, as part of their submission, their preferred Split
of currencies for Payment purposes.
A part of the proposal has to be in Libyan Dinar for legal and tax
purposes.
The Bid is to be submitted in Libyan Dinar only, with any currency
conversion to be set as at the Base Date.
4.2.3
Workload
The Bidders are to submit current workload complete with Project
scope, duration (including commencement and completion dates) and
Agreed Contract Sum.
4.2.4
Validity of the bid

The Bid shall remain valid and open for acceptance for a period of 120
days from the Bid Submission Date. The Bidder shall calculate the date
on which validity expires and insert this expiry date in the Letter of Bid.
Prior to this expiry date the Owner may by written notice request the
Bidder to extend the validity period. The Bidder may refuse the request,
but shall not modify his Bid other than by extending its validity.
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4.2.5
Provision of a Bid Bond

The Bidder shall provide a Bid Bond equal to LYD 700,000 (Seven
Hundred Thousand Libyan Dinar). The Bid Bond shall be denominated
in Libyan Dinar (LYD) and shall be supplied in the form of a stand-by
letter of credit. It shall be issued by a reputable bank located in the
Great Socialist Peoples Libyan Arab Jamahiriya approved by the
Owner. The format of the Stand-by letter of credit shall be in
accordance with the form of Bid Security appended to these Instructions
to Bidders. The Bid Security must remain valid until 35 days after the
date that the Bid becomes invalid (i.e. 120 days after submission of the
Bid). The Owner shall retain the Bid Security until a formal contract is
signed and it has been substituted by a Performance Security or until
the Engineer decides that no Bid shall be accepted.
If the Bidder withdraws his Bid or modifies it without the Owners
approval before the end of the period for validity of Bid, or if the Owner
finds that the Bidder is incapable, or the Bidder refuses to enter into a
contract with the Owner on the basis of their Bid, then the Bid Bond will
be forfeited. The Bid Bond will also be forfeit if the Bid is invalidated on
account of breach of confidentiality.
Bid Bonds provided by unsuccessful Bidders will be returned once a
contract has been formed with the successful Bidder.
4.2.6
Owners obligations and rights

The Owner may request clarification of any part of the Bidders
submission. The Owner is also not bound to accept the lowest bid.
If the Owner deems necessary, he may withdraw from the project, with
no financial monies claimable by any Bidder for the compilation of their
bid at any stage.
The Owner intends (i) to award the Contract to the Bidder who appears
to have the capability and resources to carry out the Contract
effectively, whose Bid has been determined to be responsive to the Bid
Documents and who has offered (all taken into consideration) the most
favourable Bid; or (ii) to reject compliant Bids and accept an alternative
Bid. The Owner reserves the right to reject any or all Bids.
The preferred Bidder(s) may be invited to participate in negotiation
meeting(s) with the Owner, who may then issue a Memorandum of
Understanding recording the outcome of their joint discussions of the
Bid. This Memorandum of Understanding will constitute the agreed
basis upon which a contract could be concluded, and/or may include
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clarification of any alternative proposals which the Bidder may have

submitted. The Memorandum of Understanding (i) shall be binding on
the Bidder as an acceptable clarification or amendment of his Bid until
its validity expires, (ii) shall be wholly subject to a subsequent contract
agreement, and (iii) shall not bind the Owner nor commit him to entering
into any contract under any terms.
After receiving the Performance Security from the successful Bidder, the
Owner will notify the other Bidders that their Bids have been
unsuccessful.
The Owner will request the successful Bidder to sign the Contract
Documents. Upon receipt of the signed Contract Document, these are
to be sent, by the Owner, to the Observation Authorities in Tripoli, or
other State Ministries as required. Upon approval, the Owner will then
countersign the Contract Documents.
This will constitute the Effective Date.
Only until the Countersignature has been obtained will a binding
contract be in effect. Until such time the preferred Bidder will be carrying
out any works at their own financial risk.
4.2.7
Bidders obligations and rights

The Bidder may modify or withdraw his Bid after submitting as stated in
section 2.4.13 earlier.
4.3
Technical Proposal
4.3.1
Proposed Design and Construction of the Works

The Bidders Design shall as a minimum comply with the requirements
set out in the Bid Documents.
Volume II of the Bid Documents includes detailed specifications defining
the minimum standards for aggregates, rock, concrete and structural
steelwork. The Bidder shall prove that the design is based on materials
meeting or exceeding the minimum specification. compliance with this
requirement in no way reduces the Bidders obligations under the
Contract.
The Bidder shall submit a construction programme in sufficient detail to
identify the major elements of the work including the design, the
duration of these elements and the construction critical path.
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The Bidder shall submit preliminary design calculations and drawings

showing the general arrangement, plans, sections and typical details in
sufficient detail to demonstrate fully the Bidders proposals, for each of
the following elements of the Works (to the extent applicable):
a)
Site clearance and demolition of existing structures
b)
Breakwater Construction
c)
Platform structure and fittings
d)
Mooring Dolphins
e)
Walkways
f)
Scour protection
g)
Trestle structure
h)
Expansion joints
i)
Abutment revetment / slope protection
j)
Fencing
k)
Excavation and filling
l)
Structural steelwork
m)
Storm water drainage
n)
Installation of navigational aids incl. pile provisions
o)
Berthing approach system (BAS) including cables and wiring
p)
Quick Release Hooks (QRH) including Environmental and Mooring

Monitoring System (EMS and MMS) including cables and wiring
q)
Lighting system
In addition to the above, the Bidder shall prepare and submit a design
submission report presenting the design parameters, including soil and
geotechnical parameters, and describing the design philosophy for each
element of the Works. The report shall address the effects of
construction sequence and method on the design. The report shall
include sufficient calculations to support a design.

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The calculations shall include, but not be limited to, the following checks
to demonstrate compliance with the Owners Requirements, under static
and seismic loading:
a)
slope stability calculations
b)
pile/foundation bearing capacity
c)
global stability calculations using pseudo-static seismic analysis as

a minimum
d)
ULS strength and SLS crack width calculations for main concrete
(reinforced) members
e)
combined stress checks on main steel members
f)
fender capacity calculations
The Bidder shall also submit outline construction method statements for
each of the above areas, including details of the proposed Equipment
the Bidder intends to use for the construction, and information on the
proposed Materials, including sources and suppliers.
4.3.2
Proposed Manufactured Items

For each manufactured item to be included in the Bidders proposed
design, the Bidder shall submit:
a)
details of the manufacturer;
b)
model reference number/type and BS, ISO or other Standards with

which it complies;
c)
illustrated technical product data sheet, giving full description and

detailing the size and (as appropriate) rating, capacity, power
requirements, flow capacity etc; the product data sheet shall
provide a level of detail equivalent to that which would be provided
in an operation and maintenance manual;
d)
general arrangement drawing showing principal dimensions, fixing

arrangements and the like;
e)
a comprehensive list of spare parts sufficient for two years

operation, which will be supplied in accordance with the Owners
Requirements.
f)
details of guarantees and warrantees to be provided as per

maintenance requirements.
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4.3.3
Proposed Source(s) of Breakwater and Fill Material

The Bidder shall submit full details of his proposed source(s) of all
required types of fill material. For all material sources the Bidder shall
identify:
a)
location(s), identified on maps, of the proposed borrow area(s) and

quarries;
b)
sample grading analyses from the proposed source(s);
c)
sample Rock properties for the following criteria (list not

exhaustive)
o Apparent specific gravity
o Water absorption
o Aggregate impact value
o Compressive strength
o Abrasion resistance
o Soundness test
4.3.4
a)
method of transporting Rock to the Site and placing of Rock on

Site;
b)
method of transporting fill to the Site and placing of fill on Site
c)
location for disposal of material where this is required under the

Works (including dredge dump sites);
d)
proof of approval in principle from the relevant authorities.
Proposed Designer for the Works

The Bidder shall provide details of the designers for the major elements
of the Works, including relevant experience of the firms and
qualifications and CVs of the individuals concerned.
The designers are expected to be the designers approved at the time of
pre-qualification and any change proposed by the Bidder from their
original pre-qualified designer will be treated as a change to be dealt
with under the provisions above.

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In any event the Bidders designers must demonstrate wide experience

in the design of similar works, preferably internationally.
The use of substitute designers in any subsequent contract is subject to
the further consent of the Engineer.
Such consent will only be given if the Engineer is satisfied that the
proposed substitute is of equivalent or higher calibre and relevant
experience and the substitute designers can provide the required level
of Professional Indemnity Insurance.
4.4
Exceptions and Alternatives

The Bidder may submit an alternative bid only after complying with the
Bid Documents. Any Alternatives must be clearly identifiable from the
Original Bid submission, with clear and concise reasoning and
calculations.
4.5
Project Execution Proposal
4.5.1
Required Bid Information

The following information must be submitted with the Bid Submission :
a) The proposals for providing accommodation for the
Contractors staff and labour force, and for offices, workshops,
etc., together with the layouts and areas of land for the
provision of such facilities.
b) A list of all Libyan and Expatriate Employees employed in the
Company, giving the name of the employee, job category, and
unit rate per month (monthly salary).
c) A statement confirming that the Bidder will seek to employ as a
minimum; the required Libyan staff in accordance with the Law.
d) A list of the sources from which it is proposed to obtain
products and materials and details of each product and
material.
e) A statement giving the name(s) of the person(s) authorised to
sign Agreements on behalf of the Company along with proof of
the authorised signatory of the Bidder for purposes of his Bid.
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f) A statement of unresolved doubts regarding the meaning of

anything contained within the Bid Documents and the
interpretation relied upon by the Bidder.
g) A copy of each Circular Letter/Addendum, if any, issued by the
Tenders Committee, appropriately endorsed by the Bidder.
h) The proposed sources of naturally occurring materials and
aggregates.
i) Details of the Rock Armour required for the breakwater with
details of the company that is able to provide technical
experience and support relating to the design, fabrication and
construction of the breakwaters and armour units. Details of
similar previous successful projects shall also be provided.
j) A signed statement confirming that the Bidder has visited the
Site and familiarised himself with all conditions which may
affect his Bid and that he has no queries on any matter
concerning the contract in compliance with Clause 11 of the
General Conditions of Contract.
k) Copy of all trade licence / commercial registration and that of
any sub-contractor proposed to be used (with English
translation).
l) Details of each of the insurance policies which they would
provide in the event of being awarded the Contract as set out in
the Conditions of Contract.
4.5.2
Financial Ability
The Bidder may provide updated information on financial statements, if
deviating from the submission during the prequalification.
4.5.3
Structure of Organization
The Bidder shall submit information how the main Contractor and
associating companies will be involved in the Contract, whether as in a
Joint Venture, Association, or otherwise and whether the companies are
a lead party, partner, subcontractor, etc. The Bidder shall also provide
letters from all companies wherein the structure of the organization is
confirmed, including letters from parent companies if applicable.
4.5.4
Project Organization, management & Curriculum Vitae

1. Project organisation
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The Bidder shall submit a proposed organisation chart (organigram

format) of personnel to be employed for carrying out the Works. The
chart shall clearly indicate the co-ordination and relative responsibilities
between the various departments and responsible persons, including
the relationship between the site and home office departments.
2. Manpower
The Bidder shall furnish manpower histogram(s), showing anticipated
manning levels for all major and key categories of labour to be
employed on the Works, for the duration of the Contract, sub-divided
between local and expatriate personnel.
The information provided shall be updated by the successful Contractor
in accordance with the Contract providing that the Owner shall be under
no obligation to consent or otherwise accept the Contractors update in
the event of the latter being less favourable to the Owner than the
information submitted with the Bid.
4.5.5
Program and resources used for the Project

The Bidder shall provide in bar chart form a detailed construction
programme for the works, identifying start and completion of all
significant activities necessary for completion of the Works, within the
period stated in Exhibit E Contract Program and Execution Plan. The
detailed programme based on critical path shall include but not be
limited to the following:
a) (De)mobilisation
equipment.
of
offices,
accommodation,
workshops,
and
b) Site preparation for execution of the works.

c) Construction of breakwaters
d) Construction of trestles and jetties
e) Construction of quays
f) Dredging
g) Construction of mechanical works
h) Construction of electrical works
i) Reclamation and filling
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j) Revetments
k) Construction of onshore harbour area and service utilities
l) Construction of buildings, roads, fences
m) Construction of aids to navigation
n) Start and completion of physical works on site
o) Any staged completion dates, allowing follow on works to commence
The provided information is for Bid assessment purposes only and will
not form part of any subsequent contract.
4.5.6
Method Statement
The Bidder shall outline his proposal for execution of the Works,
including but not limited to his proposed method and logistics for
mobilisation; source and method of transportation of materials; method
of construction breakwaters, trestles, jetties, quays, mechanical and
electrical works, buildings, service utilities, method of dredging; method
of reclamation, compaction and levelling. The method statement shall
also give details of the quality assurance measures proposed.
The information provided shall be updated by the successful Bidder in
accordance with the Contract providing that the Owner shall be under
no obligation to consent or otherwise accept the Bidders update in the
event of the latter being less favourable to the Owner than the
4.5.7
Construction Plant and Equipment

The Bidder shall state herewith the details of all Construction Plant and
Equipment he intends to use, including but not limited to type, capacity,
number, year of construction, present condition, ownership, present
location and present commitments. The period of mobilisation of each
major plant item shall be indicated as well.
The information provided shall be updated by the successful Bidder in
no obligation to consent or otherwise accept the Bidders update in the
event of the latter being less favourable to the Owner than the
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4.5.8
Sub-Contractors
The Bidder shall list below all Sub-Contractors he intends to employ on
the Works, together with details of the part of work to be let, clearly
differentiating between local and expatriate companies. Full particulars
of each such sub-contractor are to be provided hereunder. SubContractors shall have adequate experience in similar works.
Nr
Name
Contact details
Scope of work
Evidence of
similar works
Bidders to extend table as required
The information provided in shall be updated by the successful Bidder in

no obligation to consent or otherwise accept the Bidder update in the
event of the latter being regarded unsuitable to the Owner.
4.5.9
Track Record for Similar Projects

The Bidder may provide updated information on experience in similar
projects if deviating from earlier submission during the prequalification.
Similar projects are projects under an EPC or D&C contract, performed
within the last ten (10) years and of similar scope as the current
Azzawiya Oil Harbour Project.
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PART 3 LETTER OF BID AND BID BOND GUARANTEE

(SPECIMEN)

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NAME OF CONTRACT:
AZZAWIYA OIL HARBOUR
TO:
We have examined the Conditions of Contract, Owners Requirements,

Bid Drawings, Schedules, the attached Preamble to Bid and Addenda
Nos ___________________________________________ for the
execution of the above-named Works. We have examined, understood
and checked these documents and have ascertained that they contain
no errors or other defects. We accordingly offer to design, execute and
complete the Works and remedy any defects therein, in conformity with
this Bid which includes all these documents and the enclosed proposal
for the sum of Libyan Dinar (LYD):
_________________________________________________________
(LYD. __________________________________________________)
or other such sum as may be ascertained in accordance with said
conditions.
We agree to abide by this Bid until ___________ and it shall remain
binding upon us and may be accepted at any time before that date. We
acknowledge that the Preamble to Bid forms part of this Letter of Bid.
If this offer is accepted, we will provide the specified Performance
Security, from an Insurance Company or Bank registered in the Great
Socialist Peoples Libyan Arab Jamaheriya, commence the Works as
soon as is reasonably practicable after the Commencement Date, and
complete the Works in accordance with the above-named documents
within the Time for Completion.
Only when both parties have signed the Contract Documents, shall
constitute a binding contract between us, as per Condition of Contract
Clause 38.
We understand that you are not bound to accept the lowest or any Bid
you may receive.
Signature __________________________________ in the capacity of
duly authorised to sign Bids for and on behalf of
Address __________________________________________________
Date ___________________

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BID BOND GUARANTEE (SPECIMEN)

Name and address of Beneficiary: Azzawiya Oil Refinery Company
Inc. of PO Box 6451, Tripoli, Great Jamahiriya (together with
successors and assigns, all as defined in the Contract as the Owner).
We have been informed that
(hereinafter called the Bidder) is submitting an offer for such Contract
in response to your invitation, and that the conditions of your invitation
(the Invitation to Bidders, which are set out in a document entitled
Volume 1 - Instructions to Bid) require his offer to be supported by a Bid
Bond Security.
At the request of the Bidder,
we
(name
of
bank)
hereby irrevocably undertake to
pay you, the Owner, any sum or sums not exceeding in total
LYD 700,000 (Seven hundred thousand Libyan Dinar) upon receipt
by us of your demand in writing and your written statement (in the
demand) stating that:
a)
the Bidder has, without your agreement, withdrawn his offer after
the latest time specified for its submission and before the expiry
of its period of validity, or
b)
the Bidder has refused to accept the correction of errors in his offer
in accordance with such conditions of invitation, or
c)
you awarded the Contract to the Bidder and he has failed to

comply with sub-clause 6.1 of the General Conditions of Contract;
or
d)
you awarded the Contract to the Bidder and he has failed to

comply with sub-clause 6.2 of the General Conditions of Contract,
Any demand for payment must contain your signature(s) which must be
authenticated by your bankers or by a notary public. The authenticated
demand and statement must be received by us at this office on or
before (the date 120 days after Tender Submission date) when this
guarantee shall expire and shall be returned to us.
This guarantee is subject to the Uniform Rules for Demand Guarantees,
published as number 458 by the International Chamber of Commerce,
except as stated above.
Date:
Signature:

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PART 4 PREAMBLE TO BID

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Item
Owners Name and Address
Sub-Clause
1.1.1a
Data
Azzawiya Oil Refinery Company
Inc.
PO Box 6451
Tripoli
Great Jamahiriya
Contractors
Address
1.1.1 b
Azzawiya Oil Refinery Company

Inc.
PO Box 6451
Tripoli
Great Jamahiriya
Name
and
Engineer Name and Address
1.1.1 d
Engineers
Representative
Name and Address
1.1.1 e
Haskoning Nederland BV.

3068 AX Rotterdam
The Netherlands
Commencement Date
Time for Completion of the
Works
1.1.1 v
1.1.1 aa
21 days from Effective Date

From Commencement Date:
36 Months
Maintenance Period
1.1.1 cc
365 Days
Electronic
Systems
The
Conditions
of Contract
Facsimile
or
a
written
document. Email will only be
used for Information only and
will carry no weight if not
followed with a facsimile
The Laws of the Great Socialist
Peoples
Libyan
Arab
Jamaheriya
The English Language
The English Language
Not exceeding 7 Days after
Commencement Date
4 weeks
10% of the Accepted Contract
Amount
Transmission
Governing Law
5.1 & 34.1
Ruling Language
Language for Communications
Time for access to site
5.1
5.1
35
Review Period
Amount
of
Security
1.1.1 y
6.2
Performance

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Item
Period
for
notifying
unforeseeable errors, faults and
defects
in
the
Owners
Requirements
Normal Working Hours
Sub-Clause
6.8
Data
14 days
7.11
Delay damages for the Works
14
Maximum amount of delay

damages
Adjustments for Changes in
Cost
Total Advance Payment
14
10 hours per day Sunday to

Thursday. Friday is to be a day
of rest. Any other times are to
be approved by the Owner
0.5% of the Agreed Contract
Sum per Week or part thereof.
5% of Agreed Contract Sum
Does not Apply
21.9
21.6
-
10% of the Accepted Contract

Amount
One payment at the start (only
applicable to advance payment)
To be proposed by Bidder
Set as at Base Date, or Agreed
between
the
Owner
and
Contractor
When payments are 10% of the
Contract Price
5% (not on advance payment)
No Limit
No Limit
21.4
To be proposed by the Bidder
6.21 6.23
6.21 6.23
6.22

Euros 1,000,000 million per
occurrence with the number of
occurrences unlimited
Number
and
timing
instalments
Currencies and proportions
Exchange Rate
of
Start repayment of advance

payment
Percentage of Retention
Limit of retention money
Minimum amount of interim
payment certificates
Currencies of Payment
Periods for Submission of
insurance:
(a) evidence of insurance
(b) relevant Policies
Minimum amount of third party
insurance
21.9
21.4
21.4
21.4
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PART 5 CONTRACT PREAMBLE AND FORM OF

AGREEMENT (SPECIMEN)

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This Contract is made on the ________day of ______ corresponding to

_________ by and between the AZZAWIYA OIL REFINING COMPANY
INC., a subsidiary of the NATIONAL OIL CORPORATION (NOC), a
Company organized and existing under the Laws of the Great Socialist
Peoples Libyan Arab Jamaheriya, whose Registered Office is at
Azzawiya, Great Jamaheriya (telephone 218 21 3610539 / fax 218 21
3610538), hereinafter called the Owner of the one part,
AND
________________________a Company organized and existing under
the laws of _______________________, whose Registered Office is at
_______________________________
telephone: ____________________ / telefax: ____________________,
hereinafter called the Contractor of the other part.
The Owner and the Contractor hereinafter may be referred individually
as Party and collectively as Parties.
WHEREAS:
the Owner desires to have performed Design, Engineering,
Procurement, Construction, Pre-Commissioning, Commissioning, Startup and Test-run of Azzawiya Refinery Oil Harbour, hereinafter referred
to as the Works in accordance with the Scope of Works, more
particularly described under Volume 2 of the Contract, and
the Contractor is willing to perform such Works and has the capability,
qualifications and experience to perform the Works and submitted its
final offer, which has been discussed and accepted by the Owner as set
forth under this Contract.
NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:
SCOPE OF WORKS
The Contractors obligations and responsibilities under this Contract
shall be the turn-key delivery to the Owner of the Works fit for purpose
all as specified in the Contract, including all Design, Engineering,
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Procurement, Supply and installation of equipment and materials,

Construction, Erection, Pre-commissioning and Commissioning, more
particularly described in Volume II Scope of Works of the Contract.
CONTRACT DOCUMENTS
2.1
The Works shall be carried out pursuant to the following Documents,

which shall be deemed to form and be read and construed as a whole
and together shall constitute the Contract:
2.1.1
Volume I: This Contract Preamble and Form of Agreement
2.1.2
Volume II: Owners Requirements comprising the Exhibits from A to G

as follows:
Exhibit A - Scope of Works.

Exhibit B- Compensation of Payment
Exhibit C1 Performance Specifications and Design Criteria
Exhibit C2 Technical Data and Specifications
Exhibit D - Drawings
Exhibit E - Contract Program and Execution Plan.
Exhibit F Coordination Procedures.
Exhibit G Guide to Safety Regulations in the ARC Refinery
Facilities
2.1.3
Volume III: Site Information
2.1.4
Contractors Offer as specified under art. 2.3.4 below.
2.1.5
Minutes of the Clarifying session held at Azzawiya from ___________

[to be Inserted] to _________ [to be Inserted]
2.1.6
Bid Bulletins from _________ [to be Inserted] to _________ [to be

Inserted].
2.1.7
Owners Invitation to Bidder
2.2
The Contract sets forth the entire agreement between the Parties
pertaining to the Works and supersedes all inquiries, proposals, minutes
of meetings, negotiations and commitments, whether written or oral,
prior to the date of execution of this Contract except for those
documents and references which have been expressly mentioned
therein.
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2.3
Order of Precedence.
In case of conflict between any of the Documents forming part of this
Contract, the order of precedence shall be as follows:
2.3.1
Volume I: this Contract Preamble and Form of Agreement
2.3.2
Volume II: Owners Requirements Exhibit from A to G
2.3.3
Contractors offer as follows:

Bid Submission Letter
Completed Pricing Schedule
The Contractors Proposal
[to be Inserted]
2.3.4
Owners Invitation to Bidder.
2.4
Definition of terms
The terms written in capital letters and the terms beginning with a
capital letter shall have the meaning thereto assigned under Part 6 the
General Conditions of Contract, Clause 1 Definitions and
Interpretation, unless otherwise specified.
CONTRACT PRICE
3.1
The Contractor shall be paid by the Owner as full and complete

compensation for performing the Works, and assuming that all
Contractors obligations and responsibilities under the Contract are
completed in accordance with the Contract to the satisfaction of the
Owner, with a firm fixed and final lump sum price of:
_________________________________________________________
Libyan Dinars ________________________________________ only

The exchange rate between LYD and [to be Inserted] for the purpose of
the Contract shall be:
Euro 1.00 = ______________ Libyan Dinar
[to be inserted at time of Contract Composition]

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Such exchange rate of conversion shall remain firm and fixed for the
entire duration of the Contract in order to calculate the foreign portion of
each invoice payable to the Contractor under the Contract, as specified
in article 4.3.1 below.
The Lump Sum Contract Price as per article 3.1 above shall include all
expenses related to the turnkey delivery of the Works, (including supply
of spare parts), required for Pre-commissioning and Commissioning,
and all costs and expenses such as profit, overheads, all insurance
costs, other direct or indirect costs, custom clearance and transportation
etc, personnel taxes, duties (except only Corporate and Jihad taxes
Contract Registration Fee payable in the Great Jamaheriya under this
Contract and customs duties levied on materials and equipment
imported into Jamaheriya for permanent installation), fees, permits and
the like.
Contract Prices are firm, fixed and not subject to any escalation except
for those as per clause 32 of General Conditions of Contract (Volume I,
Part 6).
3.2
The Lump Sum Contract Price shall be adjusted only as specified

hereunder and shall be payable at the times and in the manner
prescribed by the Contract:
3.2.1
To be inserted on Contract Agreement
TERMS OF PAYMENT
4.1
Terms of payment shall comply with the provisions of Clause 21 of the

General Conditions of the Contract, (Volume I, Part 6) of the Contract, in
accordance with the following schedules:
4.1.1
Advance Payment
10% (ten percent) of the Contract Price as an Advance Payment against
the of an irrevocable and unconditional bank guarantee, (in the form of
an Irrevocable Stand by Letter of Credit issued from a corresponding
first class European Bank accepted and confirmed by the Libyan Arab
Foreign Bank LAFB for the same amount) submitted by the
Contractor as per sub-clause 21.9 of the General Conditions of
Contract (Volume I, Part 6) and in accordance with Form 2 (provided in
Volume I, Part 7) of the Contract. Advance payment shall be recovered
by deduction from all subsequent invoices due for payment at the same
percentage of the Advance Payment of (10%).
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4.1.2
Payment under articles 4.1. [to be Inserted] to 4.1 [to be Inserted] here
above shall be subject to deduction for 5% (five percent) Retention and
10% (ten percent) deduction for 10% (ten percent) Advance Payment.
4.2
Retention Money
Retention will be made pursuant to Clause 21.6 of the General
Conditions of Contract (Volume I, Part 6) as referred here above and
shall be 5% (five percent) of the Contract Price.
4.3
Method of Payment
4.3.1
[to be Inserted]% ([to be Inserted] percent) of the Contract Price shall be

payable to Contractor in [to be Inserted]s in Contractors account
outside Great Jamaheriya, hereinafter referred to as Foreign Portion.
4.3.2
[to be Inserted]% ([to be Inserted] percent) of the Contract Price shall be

payable locally in Libyan Dinars, hereinafter referred to as Local
Portion.
4.3.3
All payments under the Contract shall be invoiced in Libyan Dinar

and shall be payable to the Contractor as follows:
i) Foreign Portion by direct payment
ii) Local Portion by direct payment.
EFFECTIVE DATE AND COMMENCEMENT DATE
5.1
The Effective Date of the Contract shall be the signature date of this
Contract by both the parties.
5.2
The Commencement Date of the Works shall commence on

_______________ [to be Inserted] ________________
TIME FOR COMPLETION
6.1
Time for completion of the Works shall be 36(thirty-six) calendar months

from the Commencement Date of the Works comprising the following :The Completion Date is therefore __________________ [to be inserted]
______________
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SUB-CONTRACTING
The Contractor shall not subcontract any Design, Engineering and
Procurement activities. Contractor shall carry out all erection and
construction works by its management and shall mobilise its staff for
management, control, field supervision and administration as required.
Contractor shall make available the necessary qualified manpower
having experience in similar projects required for erection and
construction of the Plant. In case there being any requirement for
assigning any qualified subcontractors, Contractor shall utilize such
subcontractors subject to Owners approval. Contractor to provide
Owner with necessary documentation of the subcontractors before the
signing the Contract.
CONTRACTORS LIABILITY UNDER THE CONTRACT
8.1
Either the Owner or the Contractor shall in no event be liable to each

other for any indirect and/or consequential damages.
8.2
Without prejudice to the overall liability and guarantees of the

Contractor for the Works under the Contract of 100% (one-hundred
percent ) of the Contract Price, all other liabilities of the Contractor
shall be limited to 15% (Fifteen percent) excluding infringement of
Libyan Laws and any Third Part claims against the Contractor.
VENDOR LIST
The Vendor List applicable to the Works shall be the Vendor List
provided in Volume I Part 2 Section 4.5.8 of the Bid Documents.
10
INSURANCE
Without prejudice to its responsibilities and liabilities under the Contract,
the Contractor shall provide the insurance policies as specified under
Clause 6.0 of General Conditions of Contract (Volume I, Part 6).
11
OFFICE FACILITIES
The Contractor shall provide at Contractors premises to Owner and
Consultant staff such facilities as per Owners Requirements Volume II
Exhibits A to G. In addition, the Contractor shall provide transportation
from/to office as required.
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12
APPLICABLE LAWS AND SETTLEMENT OF DISPUTES
12.1
This Contract shall be governed by and interpreted in accordance with

the Laws of the Great Socialist Peoples Libyan Arab Jamahiriya.
12.2
Any disputes arising out of or in connection with this Contract shall be

finally settled by three arbitrators appointed in accordance with the ICC
rules. Place of arbitration shall be Paris - France. The arbitration will be
conducted in the English language and will be final and binding between
the Parties.

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13
FORM OF AGREEMENT
13.1
In consideration of the payments to be made by the Owner to the

Contractor hereinafter mentioned, the Contractor hereby covenants to
the Owner to perform the Works as specified under Volume II of the
Contract and to comply with any and all its obligations in accordance
with the Contract.
13.2
The Owner hereby covenants to pay to the Contractor the Contract

Price at the times and in the manner prescribed under the Contract in
consideration of the performance of all Works in accordance with the
Contract and to the satisfaction of the Owner.
IN WITNESS WHEREOF the Parties hereto have entered into this
Contract on the day, month and year first above written and put their
signature here below:
For and on behalf of The Contractor
For and On behalf of The

Owner
AZZAWIYA
OIL
REFINING
[Name to be Inserted]
CO.INC.,
________________________
____________________________
____ [Name to be Inserted]
[Name to be Inserted]
Chairman
[Title to be Inserted]
Management Committee
Were hereto affixed in the presence of
WITNESS:
WITNESS:
Signature:
Signature:
________________________
____________________________
Name:
Name :
________________________
____________________________
Title:
Title:
________________________
____________________________
This Contract Signed at Azzawiya, G.S.P.L.A.J. on:

assigned the Number : XX 20XX.

Final Report
/ 20XX and
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PART 6 GENERAL CONDITIONS OF CONTRACT

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CONTENTS
Page
1
DEFINITIONS AND INTERPRETATION

1.1
Definitions
1.2
Singular and Plural
1.3
Interpretation
66
66
69
69
ENGINEERS REPRESENTATIVE
2.1
Duties and Powers of Engineers Representative
70
70
ASSIGNMENT AND SUB-CONTRACTING

3.1
Assignment of the Works, Sub-contracting
3.2
Assignment by the Owner
71
71
72
EXTENT OF CONTRACT
4.1
Extent of Contract
4.2
Provision of Documents required
Procurement and Construction
for
72
72
Engineering,
72
CONTRACT DOCUMENTS
5.1
Language & Law
5.2
Documents Mutually Explanatory
5.3
Owners Requirements
5.4
Contractors Documents
5.5
Contractors Undertaking
5.6
Technical Standards and Regulations
5.7
Training
5.8
As-Built Documents
5.9
Operation and Maintenance Manuals
5.10
Design Errors
5.11
Confidentiality
5.12
Custody of Contract Documents
5.13
Ownership of the Contract Documents
5.14
Contractors Documents for Review
5.15
Handling of Contractors Documents
5.16
Documents to be kept on Site
5.17
Further Drawings and Instructions by the Engineer
5.18
Duration for all Documents to be kept by Contractor
72
72
73
73
74
75
76
76
76
77
77
77
77
78
78
79
79
79
79
GENERAL OBLIGATIONS OF THE CONTRACTOR

6.1
Contract Agreement
6.2
Performance Bond
6.3
Inspection of Site
6.4
Quality Assurance
80
80
80
81
81
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6.5
6.6
6.7
6.8
6.9
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
6.33
6.34
6.35
6.36
7
Auditing by the Owner

Sufficiency of Bid
Mode and Manner of Execution of the Works
Contractor Responsible for Safety of Site Operations
Contractor to Notify Discrepancies
Programme of Work Execution and Procedure Manual
Revision of Schedule / Programme
Responsibility Unaffected by Review
Reports
Contractors Superintendence
Contractors Employees
Setting-Out
Damages during Excavation
Safety and Security
Care of Works
Insurance of Works etc.
Damage to Persons and Property
Third Party Insurance
Automobile Liability Insurance
Accident or Injury to Workmen
Workmen Compensation
Cross Liabilities
Remedy on Contractors Failure to Insure
Giving of Notices and Payment of Fees
Compliance with Statutes, Regulations etc.
Fossils, Marine Antiquities, Wreckages and their Cargo.
Patent Rights and Royalties
Interference with Traffic and Adjoining Properties
Opportunities for other Contractors
Site Co-ordination
Supply of Contractors Resources
Keeping the Site Clean and Clearance of Site
Completion
LABOUR
7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8
7.9
7.10
7.11
Engagement of Labour
Alcoholic Liquor or Drugs
Arms and Ammunition
Festivals and Religious Customs
Epidemics
Disorderly Conduct etc
Passports, Permits etc.
Labour Law
Training
Working Hours
Observance by Subcontractors

Final Report
83
83
84
85
86
86
87
87
87
88
89
90
91
91
91
92
93
93
94
94
94
94
95
95
95
95
96
96
97
98
98
on
98
99
99
99
99
99
99
99
100
100
100
100
101
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7.12
Return of Labour etc.
101
MATERIALS, PLANT AND WORKMANSHIP

101
8.1
Quality of Materials, Plant and Workmanship and Tests 101
8.2
Tests on Completion
101
8.3
Tests after Completion
103
8.4
Cost of Sample
105
8.5
Cost of Tests
105
8.6
Cost of Tests not provided for
105
8.7
Inspection and Testing
106
8.8
Substitution
107
8.9
Control of Third Parties e.g. Vendors and other Contractors
107
8.10
Access to Site
107
8.11
Examination of Works before covering-up
108
8.12
Uncovering and Making Openings
109
8.13
Removal of Improper Work and Materials
109
8.14
Default of Contractor in Compliance
110
8.15
Failure to Review and Monitor
110
SUSPENSION OF WORKS
9.1
Suspension of the Works
9.2
Suspension Lasting more than 90 days
110
110
111
10
TERMINATION BY THE OWNER

10.1
Termination by the Owner
10.2
Payment if Contract is Terminated
111
111
112
11
COMMENCEMENT TIME AND DELAYS

11.1
Commencement of Works
11.2
Possession at Site (commencement of site works)
11.3
Time for Completion
11.4
Expediting
113
113
113
113
114
12
DELAY AND EXTENSION OF TIME

12.1
Extension of Time granted by the Owner
12.2
Notice given by the Contractor
114
114
114
13
RATE OF PROGRESS
115
14
COMPENSATIONS FOR DELAYS
116
15
COMPLETION CERTIFICATE ON COMPLETION TESTS
116
16
GUARANTEES AND LIABILITIES

16.1
Contractor Guarantee
117
117
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16.2
16.3
16.4
16.5
16.6
Definition of Maintenance Period

117
Defects in the Works
117
Execution of Works of Repair etc.
118
Cost of Execution of Works of Repair etc.
119
Remedy on Contractors Failure to Carry out Works
Required
119
119
Contractor to Search
119
16.7
16.8
17
MEASUREMENT
17.1
Lump Sum Prices
120
120
18
ALTERATIONS, ADDITIONS AND OMISSIONS

18.1
Variations
18.2
Unauthorised Changes
18.3
Contractors Request for Variation in Works
18.4
Orders for Variations to be in writing
18.5
Value of variations
120
120
120
121
121
122
19
CLAIMS
19.1
19.2
123
123
124
Submission of Claims
Notice of Claim
20
CONSTRUCTION PLANT TEMPORARY WORKS AND MATERIALS

125
20.1
Construction Plant etc exclusive use for the Works
125
20.2
Removal of Temporary Works/Facilities and Construction
Plant
125
20.3
Owner not Liable for Damage to Construction Plant etc. 125
20.4
Import/Re-export of Temporary Work Facilities and
Construction Plant
125
20.5
Customs Clearance and Duties
125
20.6
Surplus Materials
126
21
CONTRACT PRICE CERTIFICATES AND PAYMENTS

21.1
Contract Price
21.2
Cost Elements
21.3
Monthly Progress Statements
21.4
Monthly Payments
21.5
Final Account
21.6
Retention
21.7
Payment of Retention Money
21.8
Payment in Foreign Currency
21.9
Advance Payment

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126
126
126
126
127
128
128
128
129
129
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22
APPROVAL ONLY BY MAINTENANCE CERTIFICATE
130
23
CORRECTION AND WITHHOLDING OF CERTIFICATES
130
24
MAINTENANCE CERTIFICATE
130
25
CESSATION OF OWNERS LIABILITY
131
26
UNFULFILLED OBLIGATIONS
131
27
REMEDIES AND POWER

27.1
Remedies and Powers
27.2
Valuation at Date of Forfeiture
27.3
Payment after Forfeiture
131
131
133
133
28
URGENT REPAIRS
133
29
FORCE MAJEURE
134
29.1
Force Majeure
134
29.2
Outbreak of War
135
29.3
Removal of Construction Plant on Termination
135
29.4
Payment in Event of Termination caused by Force Majeure
135
30
SETTLEMENT OF DISPUTES
30.1
Settlement of Disputes Arbitration
30.2
Arbitration Procedure
135
135
136
31
NOTICES
31.1
Service of Notices on Contractor
31.2
Service of Notices on Owner
137
137
137
32
INCREASED COSTS
137
33
TAXES
33.1
33.2
33.3
33.4
33.5
138
138
138
138
139
139
34
Taxation
Registration Fee and Stamp Duties
Taxes and Social Insurance Deductions
Profit Tax
Filing of Tax Returns
GOVERNING LAW
34.1
Law Governing Contract
34.2
Compliance with Laws
34.3
Bribery
139
139
139
139
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35
ACCESS TO SITE
35.1
Access to the Site
35.2
Construction Roads
35.3
Authorised Vehicles
35.4
Parking
140
140
141
141
141
36
SERVICES SUPPLIED BY THE OWNER

36.1
Site and Site Services
36.2
Supply of Water & Electricity
36.3
Contractors residential camp and services
141
141
141
142
37
SERVICES SUPPLIED BY THE CONTRACTOR

142
37.1
Housing
142
37.2
General
142
37.3
Offices, Stores, etc.
142
37.4
Safeguarding of Stores and Examination of Construction
Plant
143
37.5
Fire Protection
143
37.6
Handling of Stores
143
37.7
Contractors Responsibility for Materials etc.
143
37.8
Notice of Accidents
144
37.9
Life Saving Apparatus
144
38
EFFECTIVE DATE OF CONTRACT
144
39
ENTIRETY OF CONTRACT
144
40
ISRAELI BOYCOTT
144
41
CUSTOM CLEARANCE AND PAYMENT OF CUSTOM DUTIES

LEVIED ON MATERIALS AND EQUIPMENT FOR PERMANENT
INSTALLATION
145

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DEFINITIONS AND INTERPRETATION
1.1
Definitions
1.1.1
In the Contract (as hereinafter defined) the following words and

expressions shall have the meanings hereby assigned to them except
where the context otherwise requires:
a) The Owner means the Azzawiya Oil Refining Company
Incorporated, a company organised and existing under the Laws
of the Great Socialist Peoples Libyan Arab Jamaheriya
(GSPLAJ) and its legal successors and/or assignees.
b) Contractor means the Person, Partnership, Joint Venture,
Association, Corporation, or Company to whom the Contract is
awarded or their Authorised Agents, Successors, Assignees, and
if a Partnership, Joint Venture, Association, the Parties thereof
shall be jointly and separately responsible for the fulfilment of the
obligations of the Contractor hereunder.
c) Sub-Contractor means Person, Partnership, Joint Venture,
Association, Corporation, or company to whom the Contractor
assigns any part of the Works.
d) The Engineer is the Department or person who will be
appointed from time to time by the Owner and notified in writing
to the Contractor to act as the Engineer on the Owners behalf for
the purposes of the Contract in accordance with the authority in
effect within the Owners organisation.
e) Engineers Representative means the Person appointed by
the Owner to perform the duties that set forth in Clause 2 hereof
the Contract.
f) Works (Project) shall mean any and all design, engineering,
procurement, supply, installation, construction, erection,
commissioning and start up and other works and services to be
furnished by the Contractor under the Contract and the fulfilment
of all its obligations hereunder.
g) Plant means the machinery, apparatus, materials and all
things to be provided by the Contractor under the Contract
excluding Contractors Construction Plant and Temporary
Work/Facilities.
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h) Contract means the Agreement signed between the Owner

and the Contractor and all the specific and generic documents
listed therein.
i) Contract Price means the Price payable by the Owner to the
Contractor pursuant to the Contract for the performance of the
Works.
j) Construction Plant means all equipment or things of
whatsoever nature required in or about the execution, completion
and maintenance of the Works or Temporary Works (as
hereinafter defined) but does not include materials or other things
intended to form or forming part of the permanent Works.
k) Temporary Works/Facilities means all temporary Works
facilities including camp, of every kind required in or about the
execution, completion and maintenance of the Works. Personal
belongings of the Contractors employees shall not be considered
as part of Temporary Facilities.
l) Month means Gregorian calendar month.
m) Owners Requirements means the Definition Drawings and
documents entitled Employers Requirements, as included in the
Contract, and any additions and modifications to such document
in accordance with the Contract. Such Document specifies the
purpose, scope, and/or design and /or other technical criteria, for
the Works. When stated Employers Requirements one shall
read Owners Requirements and via versa.
n) Contractors Documents mean any and all documents and/or
documents provided by the Contractor or his sub-Contractor
and/or coming under the possession of the Contractor and/or
information transmitted or communicated to the Contractor
before, during and after the execution of the Works and shall
form an integral part of the Contract Documents listed in the
Preamble and Form of Agreement.
Without limitation to the generality of the foregoing the
Contractors Documents include drawings, specifications, data
technical information, procedures, and subject to Engineers
review, any modifications thereof and/or subsequent
developments or additions thereto pursuant to the Contract
and/or necessary of the successful completion of the Works.

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o) Construction Drawings mean the Drawings forming part of

the Contractors Documents and modifications of such Drawings
done by the Contractor and reviewed by the Engineer.
p) Site means the lands, waters and other places on, under, in or
through which the Works are to be executed or carried out and
any other lands or places provided by the Owner for the
purposes of the Contract together with such other places as may
be specifically designated in the project documents as forming
part of the Site.
q) Reviewed means the reviewing of the Contractors Documents
to ensure that they are in accordance with the Owners
Requirements.
r) Bills of Quantities mean the priced and completed Pricing
Document forming part of the Contractors Bid offer to the Owner
for the execution and completion of the Works. Any Pricing
Document will be for valuation and payment purposes only.
s) Specifications mean any and all reviewed specifications
forming part of the Contractors Documents.
t) Effective Date is the date when both parties have signed the
Contract.
u) Commencement Date is the date that is calculated from the
Effective Date
v) Provisional Acceptance is when the project is substantially
complete with only minor items outstanding.
w) Punch List is the list of minor items outstanding when the
contractor receives Provisional Acceptance.
x) Review Period is the duration as stated in the contract, that
the Engineer will require to review the Contractors Documents.
y) Design Life is the duration as stated in the Owners
Requirements for each element of work. It commences from the
Completion Certificate Date.
z) Completion Certificate will be granted at the completion of
the Works.
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aa) Maintenance is work that will be required to be carried out

during the Maintenance Period, if required.
bb) Maintenance Period is the period of maintenance
commencing on the date of the Completion Certificate.
cc) Base Date means the date 28 days prior to the latest date for
submission of the Bid
1.2
Singular and Plural

Words importing the singular only also include the plural and viceversa where the context requires.
1.3
Interpretation
Words importing persons or parties shall include firms and corporations
and any organisation having legal capacity. Words importing one
gender also include other genders.

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ENGINEERS REPRESENTATIVE
2.1
Duties and Powers of Engineers Representative
2.1.1
The duties of the Engineers Representative are to Review documents

and monitor and review the Works and review any documents, services
and/or materials and/or equipment, to be used or workmanship
employed in connection with the Works. The Engineers Representative
shall have no authority to relieve the Contractor of any of his duties or
obligations under the Contract nor, except as expressly provided
hereunder or elsewhere in the Contract, to order any work involving
delay or any extra payment by the Owner nor to make any variation of
or in the Works.
The Engineer may from time to time delegate in writing to the
Engineers Representative any of the powers and authorities vested in
the Engineer by the Owner and shall furnish to the Contractor a copy of
all such written delegations of powers and authorities. Any written
instruction given by the Engineers Representative to the Contractor
within the terms of such delegation (but not otherwise) shall bind the
Contractor and the Owner as though it has been given by the Engineer.
Provided always as follows:
a)
Any failure of the Engineers Representative in not reviewing any

work, materials or Plant shall not exonerate the contractor from his
duties under the contract.
b)
Should the Contractor be dissatisfied by reason of any decision of

the Engineers Representative, the Contractor shall be entitled to
refer the matter to the Engineer who shall thereupon confirm,
reverse or vary such decision.
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ASSIGNMENT AND SUB-CONTRACTING
3.1
Assignment of the Works, Sub-contracting
3.1.1
The Contractor shall not assign nor Sub-contract the Contract or any
part thereof or any benefit or interest therein or thereunder without the
prior written approval of the Owner which shall not be withdrawn or
withheld without valid reasons provided that the Owner may reject any
natural or legal Person, Associate, Firm, Company or Subcontractor to
participate in the Works.
3.1.2
Notwithstanding any consent by the Owner to any assignment and/or

sub-contracting by the Contractor such consent shall not relieve the
Contractor from any of his obligations, liabilities and responsibilities of
whatever nature under the Contract and he shall be responsible for the
acts, defaults and neglects of the assignee and/or sub-contractor; their
agents, representatives and workmen as fully as if they were the acts,
defaults or neglects of the Contractor, his agents, representatives and
workmen. The Contract will be applicable and binding for the assignee
and for Subcontractor who will execute the Works in the same manner
as required from the Contractor.
3.1.3
The Subcontractor will only be responsible to the Contractor and

therefore no Subcontract, regardless of its approval by the Owner, will
be binding for the Owner, nor will it create a contractual relationship
between the Owner and the Sub-contractor.
3.1.4
Without prejudice to the foregoing the Owner, the Engineer or

Engineers Representative will however have the same privileges and
rights in respect to the performance of the Works as provided for in the
Contract governing the Works of the Contractor, and the Contractor will
specifically stipulate so in his Sub-contracts.
3.1.5
The Owner, the Engineer and the Engineers Representative shall be

held harmless and be indemnified by the Contractor against all law
suits, legal actions, claims, demands, and damages whatsoever arising
from the acts or omissions of employees, agents, etc. of Sub-contractor
and/or assignee within the same limits as applicable for the Contractor.
3.1.6
Without prejudice to the provisions of Clauses 3.1.2 and 3.1.3 above,

the contents of each Sub-contract shall be submitted to the Owner to
ensure that the same is in accordance with the provisions of this Clause
as well as the provisions of the Contract.

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3.2
Assignment by the Owner

The Owner shall have the right to assign the Contract to any of its
affiliates and/or subsidiaries or to any other organisation set up by the
Authorities of the Great Socialist Peoples Libyan Arab Jamaheriya,
without the consent of the Contractor. The Contractor hereby consents
to the novation of the Contract and all of Owners rights, benefits,
interests, burdens and obligations thereunder, by the Owner, to any of
the above-mentioned organisations, at Owners option.
EXTENT OF CONTRACT
4.1
Extent of Contract
The Contract comprises detailed design, engineering, procurement,
supply of materials, construction, erection, repairs, completion, testing,
commissioning and maintenance during the Maintenance Period as
particularly described in the Owners Requirements and other
documents forming part of the Contract and except in so far as the
Contract otherwise provides the provision of all labours, materials,
construction plant, temporary works and everything whether of a
temporary or permanent nature required for the supply, construction,
execution, completion and maintenance of the Works so far as the
necessity for providing the same is specified in or reasonably to be
inferred from the Contract.
4.2
Provision of Documents required for Engineering, Procurement

and Construction
The Contract comprises also the provision by the Contractor of any
drawings, manuals, instructions, spare parts lists, safety requirements,
etc. required for assembly, installation, operation and maintenance as
applicable. These must cover any and all items including proprietary
items, whether or not such drawings, manuals, etc. are specifically
called for in the Contract but are within the Owners Requirements.
CONTRACT DOCUMENTS
5.1
Language & Law

The Contract (Contract Preamble and Form of Agreement, Conditions of
Contract and Contract Forms) is written in the English language and
shall be translated into the Arabic language by the Contractor, at the
Contractors expense. Both versions are to be identical and both texts
shall be equally valid and have the same legal weight. The Arabic
version shall be registered at the Tax Department Authority in the Great
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Jamahiriya, in accordance with Clause 33.2 hereinafter. In the event of

irrevocable conflicts between the two versions, the Arabic version shall
prevail..
The cost of the aforesaid translation will be the responsibility of the
Contractor and at the Contractors expense. The technical
documentation and correspondence prepared for the Contract shall be
in English Language.
5.2
Documents Mutually Explanatory

Except if and to the extent otherwise provided by the Contract, the
provision of the General Conditions of Contract shall prevail over those
of any other document forming part of the Contract. Subject to the
foregoing, the several documents forming the Contract are to be taken
as mutually explanatory of one another but in case of ambiguities or
discrepancies, the same shall be explained and adjusted by the
Engineer.
Provided always that if in the opinion of the Engineer compliance with
any such instructions shall involve the Contractor in any expense which
by reason of any such ambiguity or discrepancy the Contractor did not
and had reason not to anticipate, the Engineer shall certify and the
Owner shall pay such additional sum as may be reasonable to cover
such expenses.
In the event of there being any ambiguity or discrepancy between the
Owners Requirements, Drawings, Specifications and Pricing Schedule
the order of precedence of these documents shall be firstly the Owners
Requirements, secondly the Specifications, thirdly Drawings and finally
the Pricing Schedule and this order of precedence shall prevail for the
resolution of any ambiguity or discrepancy and shall govern the decision
of the Engineer as to the entitlement of the Contractor to any additional
payment.
5.3
Owners Requirements
The Owner shall provide reference, indicative or preliminary drawings
and technical Specifications for the Works included in this Contract
except for such drawings and specifications which are specifically
mentioned in the Scope to be provided by the Contractor. The
Contractor shall maintain on site two sets of such Drawings and
Specifications, both marked up in red pencil to reflect approved
changes.
The Owner shall not be responsible for any error, inaccuracy or
omission of any kind in the Owner's Requirements as originally included
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in the Contract and shall not be deemed to have given any

representation of accuracy or completeness of any data or information,
except as stated below. Any data or information received by the
Contractor, from the Owner or otherwise, shall not relieve the Contractor
from his responsibility for the design and execution of the Works.
However, the Owner shall be responsible for the correctness of the
following portions of the Owner's Requirements and of the following
data and information ,provided by (or on behalf of) the Owner:
(a) portions, data and information which are stated in the Contract as
being immutable or the responsibility of the Owner,
(b) definitions of intended purposes of the Works or any parts thereof,
(c) criteria for the testing and performance of the completed Works, and
(d) portions, data and information which cannot be verified by the
Contractor, except as otherwise stated in the Contract.
5.4
The Contractor's Documents shall comprise the technical documents
specified in the Owner's Requirements, documents required to satisfy all
regulatory approvals, and the documents described in Sub-Clause 5.8
As-Built Documents and Sub-Clause 5.9 Operation and Maintenance
Manuals.
Unless otherwise stated in the Owner's Requirements, the Contractor's
Documents shall be written in the language for communications defined
in Sub-Clause 5.1 - Language & Law.
The Contractor shall prepare all Contractor's Documents, and shall also
prepare any other documents necessary to instruct the Contractor's
Personnel.
If the Owner's Requirements describe the Contractor's Documents
which are to be submitted to the Owner for review, they shall be
submitted accordingly, together with a notice as described below. In the
following provisions of this Sub-Clause
(i) "review period" means the period required by the Owner for review,
and
(ii) "Contractor's Documents" exclude any documents which are not
specified as being required to be submitted for review.
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The Contractors Documents are to be submitted in a form and timetable

to be agreed between the Owner and the Contractor.
Unless otherwise stated in the Owner's Requirements, each review
period shall not exceed 21 days, calculated from the date on which the
Owner receives a Contractor's Document and the Contractor's notice.
This notice shall state that the Contractor's Document is considered
ready, both for review in accordance with this Sub-Clause and for use.
The notice shall also state that the Contractor's Document complies with
the Contract, or the extent to which it does not comply.
The Owner may, within the review period, give notice to the Contractor
that a Contractor's Document fails (to the extent stated) to comply with
the Contract. If a Contractor's Document so fails to comply, it shall be
rectified, resubmitted and reviewed in accordance with this Sub-Clause,
at the Contractor's cost.
For each part of the Works, and except to the extent that the Parties
otherwise agree:
(a)
execution of such part of the Works shall not commence prior to

the expiry of the review periods for all the Contractor's Documents
which are relevant to its design and execution;
(b) execution of such part of the Works shall be in accordance with
these Contractor's Documents, as submitted for review; and 5.4
(c) If the Contractor wishes to modify any design or document which
has previously been submitted for review, the Contractor shall
immediately give notice to the Owner. Thereafter, the Contractor
shall submit revised documents to the Owner in accordance with
the above procedure.
Any such agreement (under the preceding paragraph) or any review
(under this Sub- Clause or otherwise) shall not relieve the Contractor
from any obligation or responsibility.
5.5
Contractors Undertaking
The Contractor undertakes that the design, the Contractor's Documents,
the execution and the completed Works will be in accordance with:
(a) the Laws in the Great Socialist Peoples Libyan Arab Jamaheriya,
and
(b) the documents forming the Contract, as altered or modified by
Variations.

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5.6
Technical Standards and Regulations

The design, the Contractor's Documents, the execution and the
completed Works shall comply with the Great Socialist Peoples Libyan
Arab Jamaheriyas technical standards, building, construction and
environmental Laws, Laws applicable to the product being produced
from the Works, and other standards specified in the Owner's
Requirements, applicable to the Works, or defined by the applicable
Laws.
All these Laws shall, in respect of the Works and each Section, be those
prevailing when the Works or Section are complete and accepted by the
Owner under Clause 22 - Approval only by Maintenance Certificate.
References in the Contract to published standards shall be understood
to be references to the edition applicable on the Base Date, unless
stated otherwise.
If changed or new applicable standards come into force in the Country
after the Base Date, the Contractor shall give notice to the Owner and (if
appropriate) submit proposals for compliance. In the event that:
(a)
(b)
the Owner determines that compliance is required, and

the proposals for compliance constitute a variation,
then the Owner shall initiate a Variation in accordance with Clause 18 Alterations, Additions and ommisions.
5.7
Training
The Contractor shall carry out the training of Owner's Personnel in the
operation and maintenance of the Works to the extent specified in the
Owner's Requirements. If the Contract specifies training which is to be
carried out before taking-over, the Works shall not be considered to be
completed for the purposes of issuing the Completion Certficate under
Clause 15 - Completion Certificate of the Works until this training has
been completed.
5.8
As-Built Documents
The Contractor shall prepare, and keep up-to-date, a complete set of
"as-built" records of the execution of the Works, showing the exact asbuilt locations, sizes and details of the work as executed. These records
shall be kept on the Site and shall be used exclusively for the purposes
of this Sub-Clause. Two copies shall be supplied to the Owner prior to
the commencement of the Tests on Completion.
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In addition, the Contractor shall supply to the Owner as-built drawings of

the Works, showing all Works as executed, and submit them to the
Owner for review under Sub-Clause 5.4 - Contractor's Documents. The
Contractor shall obtain the consent of the Owner as to their size, the
referencing system, and other relevant details.
Prior to the issue of any Completion Certificate, the Contractor shall
supply to the Owner the specified numbers and types of copies of the
relevant as-built drawings, in accordance with the Owner's
Requirements. The Works shall not be considered to be completed for
the purposes of issuing the Completion Certficate under Clause 15 Completion Certificate of the Works] until the Owner has received these
documents.
5.9
Operation and Maintenance Manuals

Prior to commencement of the Tests on Completion, the Contractor
shall supply to the Owner provisional operation and maintenance
manuals in sufficient detail for the Owner to operate, maintain,
dismantle, reassemble, adjust and repair the Plant.
The Works shall not be considered to be completed for the purposes of
issuing the Completion Certficate under Clause 15 - Completion
Certificate of the Works until the Owner has received final operation and
maintenance manuals in such detail, and any other manuals specified in
the Owner's Requirements for these purposes.
5.10
Design Errors
If errors, omissions, ambiguities, inconsistencies, inadequacies or other
defects are found in the Contractor's Documents, they and the Works
shall be corrected at the Contractor's cost, notwithstanding any consent
or approval under this Clause.
5.11
Confidentiality
All information derived from the Project Documents or otherwise
communicated to the Contractor in connection with this Contract shall
be regarded by the Contractor as strictly confidential and shall not,
without the prior written consent of the Owner, be published or disclosed
to any third party.
5.12
Custody of Contract Documents

The Owners Requirements provided by the Owner to the Contractor
shall remain under the sole custody of the Contractor who shall return
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the same to the Owner at the Owners request but not later than
issuance of the Completion Certificate of the Works.
All Contractors Documents produced by the Contractor or coming under
his possession shall remain in custody of the Contractor unless it is
otherwise provided for in the Contract. It is however understood that the
said Documents or any part or copy thereof shall be under the custody
of the Owner or the Engineer or Engineers Representative whenever
the same is required to be supplied and/or delivered in accordance with
the provisions of the Contract.
5.13
Ownership of the Contract Documents

All Contract Documents produced by the Contractor or coming under his
possession for the performance of the Works shall immediately become
the Owners property and the same must be returned to the Owner,
together with any copies made thereof, immediately before the issuance
of Certificate of Completion or at Owners request during the execution
of the Works or in the event of termination of this Contract for any
reason whatsoever.
5.14
Contractors Documents for Review

The Contractor, pursuant to the Owners Requirements shall submit the
Contractors Documents to the Engineer/Engineers Representative for
review in the number and manner as provided in the Contract.
For the entire duration of the works, the Contractor shall provide
furnished office accommodation including secretarial assistance and
communication facilities in the Contractors home office for the Engineer
and Engineers Representatives (up to three persons) to monitor the
performance of the Detailed Design Work by the Contractor and in
connection with other activities.
The Engineer or the Engineers Representative shall comment on any
document that does not comply with the provisions of the Contract, or
with good Engineering practice or which can result in damage to the
work.
The Engineer or the Engineers Representative shall signify the
comments in writing within the Review Period specified in the Contract.
Failure by the Engineer to forward any comments within this time shall
not exonerate the contractor of his duties under the terms of the
contract.
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Copies of the Contractors Documents reviewed and commented upon

by the Engineer shall be signed by the Engineer or the Engineers
Representative, one copy duly signed shall be returned to the
Contractor.
The Engineer shall have full power and authority to request and instruct
the Contractor from time to time during the progress of the Works to
supply such further Contractors Documents as shall be necessary for
the purpose of proper and adequate follow-up and reviewing of
execution of the Works.
The Contractor shall be responsible for any discrepancies, errors or
omissions in his Documents elaborated by him, whether these have
been reviewed or not by the Engineer.
5.15
Handling of Contractors Documents

All handling of Contractors Documents shall be through transmittals
which shall require immediate acknowledgement.
The Owners Requirements shall not be utilized for fabrication /
construction.
5.16
Documents to be kept on Site

One copy of the Contract Documents furnished to the Contractor or
such other Contract Documents approved by the Owner, shall be kept
on the Site and the same shall at all reasonable times be available for
inspection and use by the Engineer and the Engineers Representative
and by any other person authorized by the Engineer in writing.
5.17
Further Drawings and Instructions by the Engineer

The Engineer shall have full power and authority to supply the
Contractor from time to time during the progress of the Works such
further drawings and instructions as shall be necessary for the purpose
of the proper and adequate execution, completion and maintenance of
the Works and remedying of any defects therein and the Contractor
shall carry out and be bound by the same. Such further drawings and
instructions shall be an integral part of the Project documents.
5.18
Duration for all Documents to be kept by Contractor

The Contractor will store and hold all other documents relevant to the
project, that are over and above the as-built drawings and documents,

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at there offices for a period of 10 years from the date of the Completion
Certificate.
GENERAL OBLIGATIONS OF THE CONTRACTOR
6.1
Contract Agreement
The Contractor shall upon and subject to the provisions of the Contract
carryout and complete the Works shown upon the Contract Documents
in compliance therewith employing qualified and competent engineers,
technicians, and skilled workforce etc. and using materials,
workmanship of the quality and standards therein specified.
The Contractor shall design, execute and complete the Works in
accordance with the Contract, and shall remedy any defects in the
Works. When completed, the Works shall be fit for the purposes for
which the Works are intended as defined in the Contract.
The Contractor shall provide the plant and Contractor's Documents
specified in the Contract, and all Contractor's personnel, goods,
consumables and other things and services, whether of a temporary or
permanent nature, required in and for this design, execution, completion
and remedying of defects.
The Works shall include any work which is necessary to satisfy the
Owner's Requirements, or is implied by the Contract, and all works
which (although not mentioned in the Contract) are necessary for
stability or for the completion, or safe and proper operation, of the
Works.
The Contractor shall be responsible for the adequacy, stability and
safety of all Site operations, of all methods of construction and of all the
Works.
The Contractor shall, whenever required by the Owner, submit details of
the arrangements and methods which the Contractor proposes to adopt
for the execution of the Works. No significant alteration to these
arrangements and methods shall be made without this having
previously been notified to the Owner.
6.2
Performance Bond
Within fifteen (15) calendar days of the Effective Date, the Contractor
shall provide a Bond in the form of a Stand-by Letter of Credit (L/C)
from/or through a recognised Commercial Bank operating in the Great
Jamaheriya, for an amount equal to ten percent (10%) of the Contract
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Price on account of the due performance of the Contract. The said

Bank shall acknowledge to put at the disposal of the Owner an amount
equal to the above Stand-by L/C and that the Bank undertakes to pay
the amount in full to the Owner upon first written demand without
necessity of warning, or any legal or judicial proceeding or any other
action or proof of damage and without regard to any objection of
whatever nature raised by the Contractor or other authority to the Bank
or to the Owner. The said Bank and the terms of the said Stand-by L/C
are subject to the Owners approval. Obtaining such Stand-by L/C or
any extension thereof shall be, in all respects, at the expense to the
Contractor. Whenever the Contract Price is increased due to increase in
quantities, and/or additional work, the value of the Stand-by L/C shall be
increased accordingly. The said Stand-by L/C shall be issued identical
to Contract Form 1, attached herewith, in favour of the Owner and shall
remain valid up to the date of issuance of the Final Maintenance
Certificate under the Contract.
In the event if the Contractor failing to provide such Performance Bond,
The amount equivalent to the Performance Bond shall be deducted in
full from first approved invoice(s) of Works executed by the Contractor.
6.3
Inspection of Site
The Contractor shall before submission of the Offer inspect the Site and
declares himself satisfied as to the form and nature of the Site, ground
and the quantities and nature of the Works and materials necessary for
the completion of the Works, the means of access to the Site and
accommodation he may require, the sources and means of obtaining
adequate supplies of skilled and unskilled labour and all materials for
the Works and in general declares to have himself obtained all
necessary information as to risks, contingencies and other
circumstances which may influence or affect the execution of the Works.
Any neglect or failure on the part of the Contractor in obtaining
necessary information on the foregoing or any matter affecting the
execution of his duties shall not relieve him from the entire responsibility
of the completion of the Works to the entire satisfaction of the Owner
and in strict accordance with the Contract.
6.4
Quality Assurance
The Contractor acknowledges that the Owner intends to work in
accordance with the Model ISO 9001. Accordingly the Contractor
commits itself to working within the framework of ISO 9001, and Owner
shall be entitled to audit and verify Contractors Compliance.

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In particular the Contractor undertakes to:

a)
adopt the procedures and comply with the requirements for the
registration of all the required tests;
b)
guarantee the calibration (and the trace-ability of the relevant

certificates), of the measuring and testing apparatus;
c)
maintain available at Site (and also at the disposal of the Owners

personnel) copies of the codes referred to in the technical
documentation included in the Contract.
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6.5
Auditing by the Owner
6.5.1
The Contractor shall, and shall require and ensure that its
Subcontractors, establish maintain and preserve, in accordance with
good and generally accepted accounting practice, the books, vouchers
and accounts relating to the Works, including reports made by its
personnel, correspondence, instructions, plans, drawings, receipts,
orders, memorandums, processed data and the like, together with
related systems, procedures and controls, that may be necessary for a
detailed auditing and verification of costs of Works. The Contractor
shall, and shall require and ensure that its Subcontractors, maintain and
preserve such aforementioned documents throughout the duration of
the Works and for a further period of three (3) years after the
termination or Acceptance of the Works.
6.5.2
In order to allow the auditing of the costs of the Works and the
verification of the aforementioned documentation, the Contractor shall
consent, and shall require and ensure that its Sub-contractors consent,
to grant the Owner and its authorised representatives access during
reasonable working hours throughout the execution of the Works and
for a period of three (3) years after the termination or the acceptance of
the Works, to interview Contractor and its Sub-contractors, to check the
accounting and control system of the Contractor and its Subcontractors, and to inspect and documentation required and if the
Owner deems necessary, to have copies made of the said
documentation in order to inspect and verify the completeness and
accuracy of the items listed in the invoices issued by the Contractor.
6.5.3
If during an audit inspection errors are found in the Contractors

invoices, the Contractor shall issue relevant credit notes or other
invoices and refund excess payments within 15 days from the Owners
written request for the Contractor to do so.
6.6
Sufficiency of Bid
The Contractor shall be deemed to have examined all Bid Documents
and to have satisfied himself as to all the conditions and circumstances
affecting the Bid price and to have fixed his prices according to his own
judgement for the same. The Contractor shall also be deemed to have
satisfied himself before Bidding as to the correctness and sufficiency of
his Bid for the Works and of the rates and prices stated in the Bid shall
cover all his obligations under the Contract and all matters and things
necessary for the proper design, Engineering, procurement, execution,
commissioning, completion and maintenance of the Works.

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6.7
Mode and Manner of Execution of the Works
6.7.1
The whole of the Works, materials, plant and labour to be provided by

the Contractor under Clause 4 hereof and the mode, manner and speed
of construction and maintenance of the Works are to be of a kind and
conducted in a manner reviewed by the Engineer.
6.7.2
All items of the Works, materials or equipment furnished by the

Contractor pursuant to this Contract shall be in accordance with the
Owners Requirements
6.7.3
All items of equipment shall be of sufficient size and capacity and proper
materials to fulfil in all respects the operating conditions specified.
6.7.4
Unless otherwise stated in the Preamble and Form of Agreement, the

Contractor shall commence Works on the Effective Date of the Contract
and will perform the Works diligently until all its obligations are fulfilled in
accordance with the state of the art, good and sound engineering and
construction practice provided that compliance to such rules and
practice shall not relieve the Contractor from its duty to diligently
execute any other obligation under the Contract.
6.7.5
The Contractor shall preserve and have custody and control of (i) all
equipment, tools and materials necessary to execute the Works,
whether these be furnished by the Contractor or the Owner, and (ii) all
parts of the Works, whether in progress or completed, with the
exception of the Works or part thereof over which the Owner has taken
Ownership and assumed custody and control following the issuance of
the Completion Certificate as per Clause 15 hereof.
6.7.6
The Contractor shall make the necessary arrangements for the

transport to the Site of the equipment, materials and tools necessary for
the execution of the Works, including but not limited to arrangements
with local Import or customs authorities.
6.7.7
Where the Contract requires the Contractors agreement or consent, it

shall not be unreasonably withheld. In any case, and without limitation
to the foregoing, it shall not be withheld without proper written and
detailed reasons.
6.7.8
In the event the Contractor executes the Works or any part thereof
without having the Contractors Documents Reviewed, as is required by
the Contract, then any additional costs incurred in or arising from the
execution of such Works shall be borne by Contractor and shall not be
refunded by the Owner for any reason whatsoever.
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6.7.9
The Contractor shall, at its own cost, organise and establish itself at the
Site and ensure that sufficient and adequate tools, equipment and
material required for the proper execution of the Works, shall be
delivered to the Site in accordance with agreed delivery terms, and are
available for use in the Works at the Site. The Contractor shall ensure
that he is able to provide the Owner with documentary evidence of
ownership of all the aforementioned tools, equipment and material.
6.7.10
The Temporary Facilities shall be installed in the Area assigned to

Contractor and it shall be adequately fenced. If the Owner should
require the temporary facilities to be moved to another place, the
Contractor shall comply with such request and the Owner shall
reimburse the relevant costs agreed for such shifting.
6.7.11
Temporary Works shall be made using materials reviewed by the

Owner. The repair of damage of any kind made to the Temporary Works
for any reasons whatsoever shall be executed by the Contractor at its
own expense.
6.7.12
All means of transportation and construction equipment used by the

Contractor shall satisfy all safety requirements, including without
limitation the provision for safety devices, prescribed by the Owner.
6.7.13
If the Contractor fails to comply with the requirements under this Clause
6.7 the Owner may undertake all actions required of the Contractor
under this Clause 6.7 and all costs incurred by the Owner in taking such
action shall be back charged to the Contractor and may be deducted
from such amounts that may be or become due from the Owner to the
Contractor.
6.8
Contractor Responsible for Safety of Site Operations
6.8.1
The Contractor shall have full responsibility for the adequacy of, and
shall comply with, any and all safety requirements, rules and/or
instructions in conjunction with his performance of the Works under this
Contract.
6.8.2
The Contractor shall be responsible for the provision of safe design and
specifications as well as for compliance, adequacy and reliability of any
safety programme issued to the Contractor.
6.8.3
The contractor shall have full and sole responsibility for the utilisation of
any tools, materials, machines or construction equipment by the
Contractor or its Subcontractors. In any case, the Contractor will always
check and ensure, before and throughout such utilisation, that the said
tools, materials, machines or construction equipment meet all the laws
and regulations in force.
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6.9
Contractor to Notify Discrepancies

The Contractor shall notify the Engineer promptly and subsequently
take necessary measures to resolve any discrepancies, omissions,
ambiguities or doubts he has at any time with respect to documents
delivered to him under the Contract. The Contractor shall examine and
verify the Owners Requirements and all other information provided by
the Owner and shall notify if (i) there is anything in the Owners
Requirements and other information that might compromise the good
and safe execution of the Works, and/or if (ii) there are any errors,
deficiencies, contradictions, omission, ambiguities or conflicts with law
in the Owners Requirements or between the Owners Requirements,
and the other Contract Documents, before proceeding with relevant part
of the Works. Following such notification, the Engineer shall make the
necessary decision without prejudice to and without in anyway limiting
Contractors obligations to execute the Works in a proper and timely
manner.
6.10
Programme of Work Execution and Procedure Manual
6.10.1
The Contractor shall be wholly responsible to complete the Works and

any part thereof the dates and in accordance with the agreed Project
Schedule set out in the Contract.
Within 14 days of the Effective Date of the Contract, the Contractor shall
submit to the Engineer for his approval a detailed programme of Works
Execution, including Design, Engineering, Procurement, Delivery of
main equipments, Construction, Commissioning and Start-up activities.
This Programme of Works must show the sequence and duration of all
activities that must be performed by the Contractor in order to comply
with the Programme of Works. Such Programme of Works shall be
updated at least once a month unless otherwise specified by the Owner.
The submission to and approval by the Engineer or Engineers
Representative of such programme or the furnishing of such particulars
shall not relieve the Contractor of any of his duties or responsibilities
under the Contract.
The Contractor shall schedule, forecast and control progress of the
Works in accordance with the Schedule of Works. The Contractor shall
anticipate any delays and accelerate the Works if required to meet the
Schedule of Works if such delays are caused by the Contractor. All
additional costs of such required action, including but not limited to the
working of over time, employment of additional labour and/or the use of
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additional construction equipment or otherwise resources shall be borne

by the Contractor.
6.10.2
Within one (1) month of the Effective Date of the Contract, the
Contractor shall submit to the Engineer for approval a Procedure
Manual /Method Statement featuring the detailed organisation of the
Contractor and which co-ordinates the activities of the Parties hereto in
respect of the overall performance and administration of the Contractor.
Such Procedure Manual shall specify in detail the co-ordination between
and the interaction of the Parties in all phases and shall address, but not
be limited to Project Management, Engineering, Procurement, Training,
Documentation etc.
6.11
Revision of Schedule / Programme

Should it appear to the Engineer at any time that the actual progress of
the Works does not conform with the approved programme referred to
in Clause 6.10 or in Clause 13, the Engineer shall be entitled to require
the Contractor to produce a revised programme showing the
modifications to the original programme necessary to ensure completion
of the Works or any section within the time for completion as defined in
the Project programme or extended time granted pursuant to Clause 12
herein.
6.12

The reviewing by the Engineer of the Contractors Programme for
Engineering, Procurement and Construction Activities in accordance
with Clauses 6.10 and 6.11 and the consent of the Owner to the
Contractors proposed schedules shall not relieve the Contractor of any
of his duties or responsibilities under the Contract.
6.13
Reports
The Contractor shall prepare and submit to the Owner by the 6th
working day of each month during the term of the Contract, a report in
English containing at least the following:
a.
Details of actual progress and Project status for Engineering

Procurement and Construction, against the Project Schedule
and specifying the status of procurement for all major items.
b.
A narrative summary for the development and construction

history to date, including description of progress achieved, list of
Key Milestones accomplished and related dates and a list of
materials which have been permanently incorporated into the
Works at the Site, the title to which has passed to the Owner,

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together with photographs of construction progress and, from

the date of Provisional Acceptance, progress achieved with the
Punch List Items.
6.14
c.
Details of those activities which are currently behind the Project

Schedule, and will highlight activities that have the potential of
affecting the Project Schedule together with suggested
corrective action required and the party responsible for such
action.
d.
Details of the number and qualification of the Site personnel

daily employed and erection progress, including charts and
photographs. The reports shall clearly demonstrate the work
performed within the previous month, and the actual stage of
the Works compared with the progress schedules to be
performed within the previous month and compared with the
Project Schedule, special events which may have occurred
during the period of the said report and the anticipated work to
be performed during the coming month.
e.
Updated Drawings Schedule: details of revised designs and

drawings prepared by the Contractor during the progress of the
Works.
f.
The Contractor shall submit all such other information and

reports in relation to the Works and the Project as the Owner
may require.
Contractors Superintendence
The Contractor shall give or provide all necessary superintendence
during the execution of the Works and as long thereafter as the
Engineer may consider necessary for the proper fulfillment of the
Contractors obligations under the Contract.
Throughout the design and execution of the Works, and as long
thereafter as is necessary to fulfil the Contractor's obligations, the
Contractor shall provide all necessary superintendence to plan, arrange,
direct, manage, inspect and test the work. Superintendence shall be
given by a sufficient number of persons having adequate knowledge of
the language for communications (defined in Sub-Clause 5.1 - Law and
Language) and of the operations to be carried out (including the
methods and techniques required, the hazards likely to be encountered
and methods of preventing accidents), for the satisfactory and safe
execution of the Work
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6.15
Contractors Employees
The Contractor shall provide and employ at the Contractors or his
Subcontractors place or on the Site in connection with the Engineering,
Design, Procurement, Construction, execution, completion and
maintenance of the Works :
a)
Only such qualified, skilled and experienced personnel competent

in their respective trades, occupations, discipline,
technical
assistants as are skilled and experienced in their respective
callings and such sub-agents, foremen and leading hands as are
competent to give proper supervision to the Works they are
required to supervise. The Contractor shall provide a detailed
Organogram identifying the Key Personnel involved with the
Works, both on and Off site.
b)
A reasonable proportion of the technical assistants shall have a

Working knowledge of the English language. The Contractor shall
have available on Site, at all times when Works is in progress, an
interpreter to ensure the proper transmission and comprehension
of all information and instructions.
c)
Such skilled, semi-skilled and unskilled labour as is necessary for

the proper and timely execution, completion and maintenance of
the Works.
d)
Regular working schedules and/or hours for the Contractors

employees shall comply with and shall not exceed what is provided
for in local labour protection laws and collective labour agreements
where applicable. Contractors employees may work overtime only
upon the Engineers prior written agreement and only within the
limits allowed by the law and any applicable labour agreements
(with local Unions) in force. No employee of Contractor shall be
allowed to work overtime except as provided for herein.
e)
The Engineer shall be at liberty to object to and require the

Contractor to remove forthwith from the Works any persons
employed by the Contractor in or about the execution and
maintenance of the Works who, in the opinion of the Engineer,
misconduct himself or is incompetent or negligent in the proper
performance of his duties or whose employment is otherwise
considered by the Engineer to be undesirable and such persons
shall not be again employed upon the Works without the written
permission of the Engineer. Any person so removed from the
Works shall be replaced as soon as possible by a competent
substitute approved by the Engineer. The cost of such removal
and replacement is to be borne by the Contractor.

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f)
6.16
All of the provisions of this Clause shall apply to any of the

employees or agent of Subcontractors as if they were the
Contractors own employees.
Setting-Out
The Contractor shall be responsible for the true and proper setting-out
of the Works in relation to original points, lines and levels of reference
as per the Owners Requirements and for the correctness (of the setting
out) of the position levels, dimensions and alignment of all parts of the
Works and for the provision of all necessary instruments, appliances
and labour in connection therewith. If at any time during the progress of
the Works any error shall appear or arise in the positions, levels,
dimensions or alignment of any part of the Works, the Contractor shall
at his own expense rectify such error. The Contractor shall carefully
protect and preserve all bench marks, sight rails, pegs and other things
used in setting out the Works.
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6.17
Damages during Excavation
6.17.1
In case cables, water pipes, etc. are uncovered and/or damaged during
performance of excavation works, the Contractor shall immediately
cease the said work and inform the Engineer and the competent
authorities thereof and shall, then, carry out all instructions and
directions in respect thereto and repair and make good the same, at his
own cost.
6.18
Safety and Security
6.18.1
The Contractor shall have full responsibility for the adequacy of, and
shall comply with, any and all safety requirements, rules and/or
instructions in conjunction with his performance of the Works under the
Contract.
6.18.2
The Contractor shall, throughout the progress of the Works, have full
regard for the safety of all persons on the Site and shall keep the Site
(so far as the same is under his control) and the Works (so far as the
same are not completed or occupied by the Owner) in an orderly state
appropriate to the avoidance of danger to such persons and shall inter
alia in connection with the Works provide and maintain at his own cost
all lights, guards, fencing, warning signs and watching when and where
necessary or required by the Engineer or by any competent statutory or
other authority for the protection of the Works or for the safety and
convenience of the public or others.
6.18.3
The Contractor shall at his own cost make provision for lighting the
Works, Temporary Works, materials and Construction Plant and shall
provide all such marks and lights as may be required by the Engineer.
He shall also provide at his own cost every description of watching and
maintenance required in connection with the foregoing and all other
services and for protecting and securing all places dangerous whether
to the Contractors Workmen or to other persons until the Works shall
have been handed over to the Owner unless the Engineer shall decide
that such services are no longer required.
6.18.4
The Contractor shall comply with Owners Safety Rules, security and
traffic regulations currently enforced at the Site.
6.19
Care of Works
6.19.1
From the commencement to the completion of the Works, the

Contractor shall take full responsibility for the care thereof and for all
Temporary Works and in case any damage, loss or injury shall happen
to the Works or to any part thereof or to any Temporary Works from any
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cause whatsoever, save and except the Force Majeure circumstances

as defined in Clause 29 of this Contract, shall at his own cost repair and
make good the same so that on completion, the Works shall be in good
order and condition and in conformity in every respect with the
requirements of the Contract. The Contractor shall also be liable for any
damage to the Works occasioned by him in the course of any operation
carried out by him for the purpose of complying with his obligations
under Clause 16 hereof.
The Contractor shall take full care of the Owners existing works and in
the case of any damage, loss from any cause whatsoever occasioned
by the Contractor, his Subcontractors or by the action of his or his
subcontractors employees, shall at his own cost repair and make good
the same to the satisfaction of the Engineer.
In respect of this clause, Libyan law shall apply on the responsibility of
the Contractor or his Subcontractors for the care of the Works.
6.20
Insurance of Works etc.

Without limiting his obligations and responsibilities under Clause 6.19
hereof, the Contractor shall insure with a Libyan Insurer in Great
Jamaheriya in the joint names of the Owner, The Contractor, his
Subcontractors and other parties involved in the Works against all loss
or damage from whatever cause arising (other than the risks excluded
in Clause 6.19 above) for which he is responsible under the terms of the
Contract and in such manner that the Owner, the Contractor and other
parties are covered during the period of construction of the Works and
are also covered during the Maintenance Period for loss or damage
arising from a cause occurring prior to the commencement of the
Maintenance Period and for any loss or damage occasioned by the
Contractor in the course of any operations carried out by him for the
purpose of complying with his obligations under Clause 16 hereof:
a)
b)
The Works and Temporary Works to the full replacement value of

such Works executed from time to time, including all design,
engineering, procurement, demolition, removal of debris and
associated Professional Fees;
And
The Materials, Construction Plant and other things brought into
the Site by the Contractor and his Subcontractors and other parties
involved in the Works, to the full replacement value of such
Materials, Construction Plant and other things to their full
replacement, including all transportation value. Such insurances
shall be effected with an Insurer and in terms approved by the
Owner (which approval shall not be unreasonably withheld) and
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the Contractor shall whenever required produce to the Engineer or

Engineers Representative the Policy or Policies of Insurance and
the receipts for payment of the current premiums. Provided always
that, without limiting his obligations and responsibilities as
aforesaid, nothing in this Clause contained shall render the
Contractor liable to insure against the necessity for the repair or
reconstruction of any Works constructed with materials or
Workmanship not in accordance with the requirements of the
Contract.
6.21
Damage to Persons and Property
6.21.1
The Contractor shall (except if and so far as the Conditions of Contract

provides otherwise) indemnify and keep indemnified the Owner,
Engineer, Engineers Representative, other Contractors and their subcontractors together with their personnel and any other person against
all losses and claims for injuries or damage to any persons or any
property whatsoever which may arise out of or in consequence of the
construction and maintenance of the Works and against all claims,
demands, proceeding, damages, costs, charges and expenses
whatsoever in respect of or in relation thereto, which may arise from the
commencement date of the Works until the issuance of last
Maintenance Certificate under the Contract.
6.21.2
The value of Insurance under this clause shall be limited to amount

EURO 2,000,000.00 (EURO Two Million).
6.22
Third Party Insurance
6.22.1
Before commencing execution of the Works, the Contractor (without

limiting his obligations and responsibilities under Sub-clause 6.21
hereof) shall insure against any damage, loss or injury which may occur
to any property (including that of the Owner) or to any persons
(including any employee of the Owner) by or arising out of the execution
of the Works or Temporary Works or in the carrying out of the Contract
from the commencement date until the Completion Certificate and
during the Maintenance & Guarantee Period of the Contract.
6.22.2
Minimum Amount of Third Party Insurance

Such insurance shall be effected with an insurer and in terms approved
by the Owner (which approval shall not be unreasonably withheld) and
for at least EURO 1,000,000 (EURO One Million) and the Contractor
shall, whenever required, produce to the Engineer or the Engineers
Representative the Policy or Policies of Insurance and the receipts for
payment of the current premiums.
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6.23
Automobile Liability Insurance

The Contractor and his Subcontractors shall effect and maintain
adequate Automobile Insurance Policies for all vehicles used by the
Contractor, his Subcontractors or by other persons involved in the
Works.
6.24
Accident or Injury to Workmen

The Owner shall not be liable for any damages or compensation
payable at law in respect or in consequence of any accident or injury to
any Workman or other person in the employment of the Contractor or
any of his Subcontractor save and except an accident or injury resulting
from any act or default of the Owner, his agents or employees and the
Contractor shall indemnify and keep indemnified the Owner against all
such damages and compensation (save and except as aforesaid) and
against all claims, demands, proceeding, costs, charges and expenses
whatsoever in respect thereof or in relation thereto.
6.25
Workmen Compensation
The Contractor and his Subcontractors shall insure against such liability
with an Insurer approved by the Owner (which approval shall not be
unreasonable withheld) and shall continue such Insurance during the
whole of the time that any persons are employed by him or his
Subcontractors on the Works and shall, when required, produce to the
Engineer or Engineers Representative such Policy of Insurance and the
receipt for payment of the current premium. Provided always that, in
respect of any persons employed by any sub-Contractor, the
Contractors obligation to insure as aforesaid under this sub-clause shall
be satisfied if the subcontractor shall have insured against the liability in
respect of such persons in such manner that the Owner is indemnified
under the policy, but the Contractor shall require such Subcontractor to
produce to the Engineer or the Engineers Representative when
required such Policy of Insurance and the receipt for payment of the
current premium.
6.26
Cross Liabilities
The insurance policy shall include a cross liability clause such that the
Insurance shall apply to the Contractor and to the Owner as separate
insurances.
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6.27
Remedy on Contractors Failure to Insure

If the Contractor shall fail to effect and keep in force the insurance
referred to in sub-clauses 6.20 to 6.25 hereof or any other insurance
which he may be required to effect under the terms of the Contract, then
and in any such case the Owner may effect and keep in force any such
insurance and pay such premium or premiums as may be necessary for
that purpose and deduct any monies due or which may become due to
the Contractor or recover the same as a debt due from the Contractor.
6.28
Giving of Notices and Payment of Fees

The Contractor shall give all notices and pay all fees required to be
given or paid by any National or State Statute Ordinance or other
Law or any Regulation or By-law of any local or other duly constituted
authority in relation to the execution of the Works or of any Temporary
Works and by the Rules and Regulations of all public bodies and
companies whose property or rights are affected or may be affected in
any way by the Works or any Temporary Works.
The contractor shall also obtain and maintain all notices and fees that
will be required to complete all works, both on and offshore, including all
dredging and disposal of dredged material.
6.29
Compliance with Statutes, Regulations etc.

The Contractor shall conform in all respects with the provisions of any
such Statute Ordinance or Law as aforesaid and the Regulations or Bylaws of any local or other duly constituted Authority which may be
applicable to the Works or to any Temporary Works and with such rules
and regulations of public bodies and companies as aforesaid and shall
keep the Owner indemnified against all penalties and liabilities of every
kind for breach of any such Statute Ordinance or Law Regulation or Bylaw.
6.30
Fossils, Marine Antiquities, Wreckages and their Cargo.

All fossils, coins, articles of value or antiquity and structures and other
remains or things of geological or archaeological interest discovered on
the Site of the Works, both on and offshore shall be deemed to be the
absolute property of the Owner and the Contractor shall take
responsible precautions to prevent his Workmen or any other persons
from removing or damaging any such article or thing and shall
immediately upon discovery thereof and before removal acquaint the
Engineers Representative of such discovery and carry out, at the

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expense of the Owner, the Engineers Representatives orders as to the

disposal of the same.
6.31
Patent Rights and Royalties

The Contractor shall save harmless and indemnify the Owner from and
against all claims and proceedings for or on account of infringement of
any patent right, design, trademark or name or other protected rights in
respect of any Construction Plant, Machine works or Material used for
or in connection with the Works or Temporary Works or any of them and
from and against all claims, demands, costs, charges and expenses
whatsoever in respect thereof or in relation thereto. Except where
otherwise specified, the Contractor shall pay all tonnage and other
royalties, rent and other payments or compensation (if any) for getting
stone and gravel, clay or other materials required for the Works or
Temporary Works or any of them.
6.32
Interference with Traffic and Adjoining Properties

All operations necessary for the execution of the Works and for the
construction of any Temporary Works shall, so far as compliance with
the requirements of the Contract permits, be carried on so as not to
interfere unnecessarily or improperly with the public convenience or the
access to use and occupation of public or private roads and footpaths
or to or of properties whether in the possession of the Owner or of any
other person and the Contractor shall save harmless and indemnify the
Owner in respect of all claims, demands, proceedings, damages, costs,
charges and expenses whatsoever arising out of or in relation to any
such matters in so far as the Contractor is responsible thereof. The
Contractor shall so conduct his operations so as to avoid any
interference with the existing plants (Operating facilities) on Site and
shall comply with any regulations in force.
The works and temporary works shall be carried out in such a manner
as not to interfere with vessels using the Owners facilities or endanger
or interfere with traffic whether by road, rail or water and other normal
operations of the Owner.
To ensure this :
a. The Owner will afford the Contractor reasonable facilities to
enable him to carry out the contract but the Contractor must
strictly observe any rules, regulations or instructions which he
may from time to time receive from the Owner or the Engineer or
any person or persons authorised by them for the safety and
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protection of persons and traffic whether by road, rail or water

and property on the site.
b. The Contractor shall only be allowed occupation of land areas
and use of the roads to the extent laid down in the Owners
Requirements or agreed by the Owner or to such further extent
as may be allowed in writing by the Engineer
c. Should any craft or Equipment (floating or otherwise) belonging
to or hired by the Contractor or any Sub-contractor employed by
him (including also any equipment which is held by the
Contractor or any Sub-contractor under agreement for charter,
hire or hire purchase) or any materials or things therein sink from
any cause whatsoever in the course of construction and
completion of the Works or during the Maintenance Period it shall
immediately be reported by the Contractor to the Owner,
Engineer, Engineers Representative and the contractor shall
forthwith and with dispatch raise and remove any craft,
equipment, materials or things at his own cost or otherwise deal
with the same as the Engineer may direct, until the same shall be
raised and removed.
d. The fact that such sunken craft, Equipment, materials or things
are insured or have been declared a total loss or do not
represent any further value shall not absolve the contractor from
his obligations under this sub-clause to raise and remove the
same. Until such sunken craft, Equipment, materials or things
have been raised and removed the Contractor shall set all such
buoys and display at night such lights and do all such things for
the safety of navigation as may be required by the Engineer or by
the Engineers Representative or by the Owner.
e. In the event of the Contractor not carrying out the obligations
imposed on him by this sub-clause, the Owner may have cause
to buoy and light such sunken craft or equipment or materials or
things and raise and remove the same without prejudice to the
right of the Owner to hold the Contractor liable and all expenses
consequent thereon and incidental thereto shall be borne by the
Contractor and shall be recoverable from him (as a debt) by the
Owner or may be deducted by the Owner from any moneys due
or which may become due to the Contractor.
6.33
Opportunities for other Contractors

The Contractor shall, in accordance with the requirements of the

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Engineer, afford all reasonable opportunities for carrying out their Works
to any other Contractor employed by the Owner and their Workmen and
to the Workmen of the Owner and of any other duly constituted
authorities who may be employed in the execution on or near the Site of
any Works not included in the Contract or of any contract which the
Owner may enter into in connection with or ancillary to the Works. If
however the Contractor, on the written request of the Engineer or the
Engineers Representative, make available to any such other Contractor
or to the Owner or any such authority, any roads or ways for the
maintenance of which the Contractor is responsible or permit the use by
any such of the Contractors scaffolding or other plant on the Site or
provide any other service of whatsoever nature for any such, the Owner
shall pay to the Contractor in respect of such use or service such sum
or sums as shall in the opinion of the Engineer be reasonable.
6.34
Site Co-ordination
The Contractor shall participate in joint meetings with the Engineer
and/or Engineers Representative and other Contractors employed on
the Site to ensure co-operation and efficiency of the Site Works and
operations.
6.35
Supply of Contractors Resources

Except where otherwise specified in Contract, the Contractor shall at his
own expense supply and provide all the Construction Plant, Temporary
Works materials both for the Temporary and for permanent Works,
labour (including the supervision thereof), transport to or from the Site
and in and about the Works and other things or every kind required for
the construction and completion and Maintenance of the Works.
6.36
Keeping the Site Clean and Clearance of Site on Completion

Throughout the execution of the Works, the Contractor shall clean the
Temporary Facilities and the Works areas daily to an extent agreed with
the Engineer and shall keep all the access and adjacent roads (both to
the Work areas and to the properties of the Owner) free from materials,
scraps, machinery and construction equipment.
Under no
circumstances shall any materials and construction equipment be
placed in areas other than those specified and made available for that
purpose by the Owner.
The extent of Site clearance and removal of all Temporary Works shall
be as agreed in detail with the Engineers Representative and any
Temporary buildings, structures and other facilities may, if so required
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by the Engineer, be handed over to the Owner on completion of the

Contract, subject to agreement on payment of the same.
LABOUR
7.1
Engagement of Labour
The Contractor shall make his own arrangements for the engagement of
all labour, local or otherwise, and save in so far as the Contract
otherwise provides for the transport, housing, meals and payment
thereof.
7.2
Alcoholic Liquor or Drugs

The Contractor shall not manufacture, import, sell, give, barter or
otherwise dispose of any alcoholic liquor or drugs or permit or suffer any
such importation, sale, gift, barter or disposal by his sub-Contractors,
agents or employees.
7.3
Arms and Ammunition

The Contractor shall not give, barter or otherwise dispose of to any
person or persons any arms or ammunition of any kind or permit or
suffer the same as aforesaid.
7.4
Festivals and Religious Customs

The Contractor shall, in all dealings with labour in his employment have
due regard to all recognised festivals, days of rest and religious or other
customs.
7.5
Epidemics
In the event of any outbreak of illness of an epidemic nature, the
Contractor shall comply with and carry out such regulations, orders and
requirements as may be made by the Government or the local medical
or sanitary authorities for the purpose of dealing with and overcoming
the same.
7.6
Disorderly Conduct etc

The Contractor shall at all times take all reasonable precautions to
prevent any unlawful riotous or disorderly conduct by or among his
employees and for the preservation of peace and protection of persons
and property in the neighbourhood of the Works against the same.

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7.7
Passports, Permits etc.

The Contractor shall be responsible for the provision of passports,
visas, work permits, residence permits and all such documents as may
be required from time to time by the national and local authorities.
The Contractor shall arrange visas for his personnel and/or his vendor,
Subcontractors personnel in sufficient time in advance to avoid delay in
the Works and shall do the same for work permits, residence permits,
desert passes etc.
7.8
Labour Law
The Contractor shall, in his dealings with contract labour, comply with
the Libyan Labour Law including the provisions relating to minimum
wages, safety and sanitary conditions and hours of Work.
The Contractor shall be responsible for his personnel costs in Great
Jamaheriya, such as: salaries, INAS contributions, etc.
7.9
Training
At the request of the Owner, the Contractor shall provide personnel and
facilities for training of Owners personnel in accordance with any Terms
of the Contract for this purpose.
7.10
Working Hours
Without prejudice to the provision of sub-clause 7.88 herein, the
Contractor shall conform to the Engineers instructions with respect to
the working hours. The normal working week is six (6) days of ten (10)
working hours each day, Friday being a rest day.
Subject to any provision to the contrary contained in the Contract, none
of the permanent Works shall be carried out during the night or on
Friday without the permission in writing of the Engineers
Representative except when the work is unavoidable or absolutely
necessary for the saving of life or property or for the safety of the
Works, in which case the Contractor shall immediately advise the
Engineer'sRepresentative, provided always that the provisions of this
Clause are not applicable in the case of any Works which it is
customary to carry out by rotation or double shifts.
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7.11
Observance by Subcontractors
The Contractor shall be responsible
Subcontractors of the foregoing provisions.
7.12
for
observance
by
his
Return of Labour etc.

The Contractor shall deliver to the Engineers Representative or at his
office, a return in detail in such form and at such intervals as the
Engineer may prescribe showing the supervisory staff and the numbers
of the several classes of labour from time to time employed by the
Contractor on the Site and such information regarding Construction
Plants as the Engineers Representative may require.
MATERIALS, PLANT AND WORKMANSHIP
8.1
Quality of Materials, Plant and Workmanship and Tests

All materials, Plant and Workmanship shall be of the best of their
respective kinds described in the Contract and in accordance with the
Engineers instructions and shall be subjected from time to time to such
tests as the Engineer may direct at the place of manufacture of
fabrication or on the Site or at such other place or places as may be
specified in the Contract or at all or any such places. The Contractor
shall provide such assistance, electricity, fuels, stores instruments,
machines, labour and materials as are normally required for examining,
measuring and testing the Plant and the quality weight or quantity of any
material used and shall supply samples of material before incorporation
in the Works, for testing as may be selected and required by the
Engineer and/or Engineers Representative.
8.2
Tests on Completion
The Contractor shall carry out the Tests on Completion in accordance
with this Clause and Sub-Clause 8.7 Inspection and Testing after
providing the documents in accordance with Sub-Clause 5.8 As-Built
Documents and Sub-Clause 5.9 Operation and Maintenance Manuals.
The Contractor shall give to the Owner not less than 21 days' notice of
the date after which the Contractor will be ready to carry out each of the
Tests on Completion. Unless otherwise agreed, Tests on Completion
shall be carried out within 14 days after this date, on such day or days
as the Owner shall instruct.
Unless otherwise stated in the Owners Requirements, the Tests on
Completion shall be carried out in the following sequence:

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(a) pre-commissioning tests, which shall include the appropriate

inspections and ("dry" or "cold") functional tests to demonstrate that
each item of Plant can safely under-take the next stage,(b);
(b) commissioning tests, which shall include the specified operational
tests to demonstrate that the Works or Section can be operated safely
and as specified, under all available operating conditions; and
(c) trial operation, which shall demonstrate that the Works or Section
perform reliably and in accordance with the Contract.
During trial operation, when the Works are operating under stable
conditions, the Contractor shall give notice to the Owner that the Works
are ready for any other Tests on Completion, including performance
tests to demonstrate whether the Works conform with criteria specified
in the Owner's Requirements and with the Performance Guarantees.
Trial operation shall not constitute a taking-over under Clause 15
Completion Certificate. Unless otherwise stated in the Owners
Requirements, any product produced by the Works during trial operation
shall be the property of the Owner.
In considering the results of the Tests on Completion, appropriate
allowances shall be made for the effect of any use of the Works by the
Owner on the performance or other characteristics of the Works. As
soon as the Works, or a Section, have passed each of the Tests on
Completion described in sub-paragraph (a), (b) or (c), the Contractor
shall submit a certified report of the results of these Tests to the Owner.
If the Tests on Completion are being unduly delayed by the Contractor,
the Owner may by notice require the Contractor to carry out the Tests
within 21 days after receiving the notice. The Contractor shall carry out
the Tests on such day or days within that period as the Contractor may
fix and of which he shall give notice to the Owner.
If the Contractor fails to carry out the Tests on Completion within the
period of 21 days, the Owner's Personnel may proceed with the Tests at
the risk and cost of the Contractor. These Tests on Completion shall
then be deemed to have been carried out in the presence of the
Contractor and the results of the Tests shall be accepted as accurate.
If the Works, or a Section, fail to pass the Tests on Completion, the
Owner or the Contractor may require the failed Tests, and Tests on
Completion on any related work, to be repeated under the same terms
and conditions.
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If the Works, or a Section, fail again to pass the Tests on Completion

repeated, the Owner shall be entitled to:
(a) order further repetition of Tests on Completion;
(b) if the failure deprives the Owner of substantially the whole benefit of
the Works or Section, reject the Works or Section (as the case may be),
in which event the Owner shall either arrange for others to complete the
works at the contractors cost, agree a reasonable reduction from the
Contract Sum, or terminate the contract, when the Owner will be able to
recover all costs that are associated and are as a consequence of this
failure or
(c) issue a Completion Certificate.
In the event of sub-paragraph (c), the Contractor shall proceed in
accordance with all other obligations under the Contract, and the
Contract Price shall be reduced by such amount as shall be appropriate
to cover the reduced value to the Owner as a result of this failure.
Unless the relevant reduction for this failure is stated (or its method of
calculation is defined) in the Contract, the Owner may require the
reduction to be (i) agreed by both Parties (in full satisfaction of this
failure only) and paid before this Completion Certificate is issued, or (ii)
determine the reduction and refer the dispute to Arbitration as per
Clause 30 Settlement of Disputes
8.3
Tests after Completion

If Tests after Completion are specified in the Contract, this Clause shall
apply. Unless otherwise stated in the Owners Requirements:
(a) the Owner shall provide all electricity and fuel relevant to the test,
and make the Owner's Personnel and Plant available;
(b) the Contractor shall provide any other plant, equipment and suitably
qualified and experienced staff, as are necessary to carry out the Tests
after Completion efficiently; and
(c) the Contractor shall carry out the Tests after Completion in the
presence of such Owner's and/or Contractor's Personnel as either Party
may reasonably request.
The Tests after Completion shall be carried out as soon as is
reasonably practicable after the Works or Section have been taken over
by the Owner.

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The Owner shall give to the Contractor 21 days' notice of the date after
which the Tests after Completion will be carried out. Unless otherwise
agreed, these Tests shall be carried out within 14 days after this date,
on the day or days determined by the Owner.
The results of the Tests after Completion shall be compiled and
evaluated by the Contractor, who shall prepare a detailed report.
Appropriate account shall be taken of the effect of the Owner's prior use
of the Works
If, for reasons not attributable to the Contractor, a Test after Completion
on the Works or any Section cannot be completed during the
Maintenance Period (or any other period agreed upon by both Parties),
then the Works or Section shall be deemed to have passed this Test
after Completion.
If the Works, or a Section, fail to pass the Tests after Completion:
(a) Clause 16.6 shall apply, and
(b) either Party may then require the failed Tests, and the Tests after
Completion on any related work, to be repeated under the same terms
and conditions.
If the following conditions apply, namely:
(a) the Works, or a Section, fail to pass any or all of the Tests after
Completion,
(b) the relevant sum payable as non performance damages for this
failure is stated (or its method of calculation is defined) in the Contract,
and
(c) the Contractor pays this relevant sum to the Owner during the
Defects
then the Works or Section shall be deemed to have passed these Tests
after Completion.
If the Works, or a Section, fail to pass a Test after Completion and the
Contractor proposes to make adjustments or modifications to the Works
or such Section, the Contractor may be instructed by (or on behalf of)
the Owner that right of access to the Works or Section cannot be given
until a time that is convenient to the Owner. The Contractor shall then
remain liable to carry out the adjustments or modifications and to satisfy
this Test, within a reasonable period of receiving notice by (or on behalf
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of) the Owner of the time that is convenient to the Owner. However, if
the Contractor does not receive this notice during the relevant
Maintenance Period, the Contractor shall be relieved of this obligation
and the Works or Section (as the case may be) shall be deemed to
have passed this Test after Completion.
If the Contractor incurs additional Cost as a result of any unreasonable
delay by the Owner in permitting access to the Works or Plant by the
Contractor, either to investigate the causes of a failure to pass a Test
after Completion or to carry out any adjustments or modifications, the
Contractor shall (i) give notice to the Owner and (ii) be entitled subject
to Sub-Clause 19 Claims to payment of any such Cost plus reasonable
profit, which shall be added to the Contract Price.
8.4
Cost of Sample
All samples shall be supplied by the Contractor at his own cost in
accordance with the technical Specifications.
8.5
Cost of Tests
The cost of making any test shall be borne by the Contractor if such test
is:
8.5.1
Clearly intended by or provided for in the Specification or other Project

Documents.
8.5.2
Particularised in the Specifications (in case only or a test under load or

of a test to ascertain whether the design of any finished or partially
finished work is appropriate for the purposes which it was intended to
fulfil) in sufficient detail to enable the Contractor to price or allow for the
same in his Bid.
8.6
Cost of Tests not provided for

If any test is ordered by the Engineer which is either :

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8.6.1
Not so intended by or provided for; or
8.6.2
(in the cases above mentioned) not so particularised; or
8.6.3
(though so intended or provided for) ordered by the Engineer to be

carried out by an independent person at any place other than the Site or
the place of manufacture or fabrication of the materials tested, then the
cost of such test shall be borne by the Contractor if the test shows the
Workmanship or materials not to be in accordance with the provisions of
the Contract or the Engineers instructions but otherwise by the Owner.
8.7
Inspection and Testing
8.7.1
The Contractor agrees:

That all inspections and tests shall be made as required by the
Specifications and Project Documents attached hereto.
8.7.2
That the Plant and all performances, materials and equipment furnished
by the manufacturers shall be subject to full inspection by the Contractor
at all times and places in or around or during the process of
manufacture, delivery, installation and erection.
8.7.3
The Contractor shall be responsible for inspecting and testing of the

component parts of Plant required by Law and international standards.
In addition, the Contractor shall be responsible of whatever inspecting
and testing Specifications require the Contractor to perform for
discovering any deviations from Specifications or any defective
equipment, materials or workmanship in such time as to avoid any delay
in completion of any part of Plant or of entire Plant and in Plant
achieving the capability of safety producing for commercial purposes
products meeting design quality at design capacity as specified in
Specifications.
8.7.4
The Engineer and/or the Engineers Representative shall have the right
at all times to inspect, or witness, the test along with the Contractor of,
any part of the Works at any place where equipment or materials are
located or in preparation, or at Site. Inspection or non inspection or
witnessing or non-witnessing by the Engineer and/or the Engineers
Representative shall not be construed as acceptance of any of the
Works nor as relieving Contractor of its responsibilities for said items
complying with Specifications and being free from defects and capable
of performing their respective functions.
8.7.5
If Specifications or the Engineer and/or the Engineers Representative

instructions require any inspection or any test to be witnessed by the
Engineer and/or the Engineers Representative, the Contractor shall
advise the Engineer and/or the Engineers Representative sufficiently in
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advance, of its readiness for said inspection or test, and the Engineer
and/or the Engineers Representative will then promptly perform said
inspection or witness said tests.
8.7.6
The Contractor shall ensure the quantity, quality, dimensions, fit up,
workmanship and proper finishing of all materials and equipment. All
purchased materials and equipment must be of first class quality.
8.7.7
The Contractor shall witness and approve final testing of all materials.
8.7.8
Shipment of materials and equipment shall be accompanied by test

reports and inspection certificates to be endorsed by the Contractor.
8.7.9
Provisions similar in substance to those foreseen under this sub-clause

8.7 above shall be applied also to manufacturers. It is the Contractors
responsibility to insert adequate clauses in any and all Purchase
Orders.
8.7.10
In the event damage is caused by the Contractor to any item which has
been inspected or tested, then all costs incurred in any repeat
inspection or test of the repaired or replaced item following such
damage, shall be to the Contractors account and responsibility.
8.8
Substitution
No substitution of specified materials or equipment will be permitted
under this Contract except on specific written authority of the Engineer,
pursuant to a formal Variation Order.
8.9
Control of Third Parties e.g. Vendors and other Contractors

The Contractor shall be responsible for the protection of the Owners
interests when dealing with third parties on matters regarding the
Project.
The Contractors obligations included, but are not limited to the
following: inquiries, bid evaluations, negotiations, purchase order,
Contract definition, expediting, inspections, etc. The Contractor shall
pay in accordance with the provisions of the Contract for any damages
incurred by any failure in fulfilling his obligations.
8.10
Access to Site
The Engineer and any person authorised by him shall at all times have
access to the Works and to the Site and to all Workshops and places
where the Works are being prepared or from where materials,
manufactured articles or machinery are being obtained for the Works
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and the Contractor shall afford every facility for and every assistance in
or in obtaining the right to such access.
The Contractor shall use every reasonable means to prevent any of the
highways, roads or bridges communicating with or on the routes to the
Site from being damaged by the traffic of the Contractor or any of his
Sub-contractors and in particular shall select routes, choose and use
vehicles and restrict and distribute loads so that the movement of
materials, Plant, Contractor's equipment etc., to and from the Site shall
not damage such highways, roads and bridges.
Should any highway, road or bridge be damaged or injured by such
traffic as aforesaid then:(a) If the highway, road or bridge is vested in or maintainable by the
Owner, the Contractor shall at his own cost make good all such
damage or injury to the entire satisfaction of the Owner or if the
Owner shall prefer to do the making good, the Contractor shall pay
to the Owner or the Owner may deduct from any monies due to the
Contractor or otherwise recover from the Contractor so much of the
cost incurred by the Owner in so making good the highway, road or
bridge as shall be attributable to the damage or injury caused by or
due to such traffic as aforesaid.
(b) In any other case, the Contractor shall indemnify and keep
indemnified the Owner from and against and shall himself be
responsible for and shall meet and discharge all claims, demands,
proceedings, damages, and expenses in respect of any such
damage or injury to highway, road or bridge(s). In case of failure of
the Contractor in settling the claim and in case the Owner is held
responsible for payment to the authorities, then the Owner shall
settle the claim and the Owner's expenses in this regard, as certified
by the Engineer shall be deducted from the Contractor's dues.
Where the nature of the Works is such as to require the use by the
Contractor of water-borne transport, the foregoing provisions of this
clause shall be construed as though 'highway' included a lock, dock,
sea wall or other structure related to a waterway and 'vehicle' included
water-craft, and shall have effect accordingly.
8.11
Examination of Works before covering-up

For supervision purposes no Works shall be covered up or put out of
view without the approval of the Engineer or the Engineers
Representative and the Contract shall afford full opportunity for the
Engineer or the Engineers Representative to examine and measure
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any work which is about to be covered up or put out of view and to

examine foundations before permanent Works are placed thereon. The
Contractor shall give due notice to the Engineers Representative
whenever any such work or foundations is or are ready or about to be
ready for examination and the Engineers Representative shall without
unreasonable delay, unless he considers it unnecessary and advises
the Contractor accordingly, attend for the purpose of examining and
measuring such Works or of examining such foundations.
8.12
Uncovering and Making Openings

The Contractor shall uncover any part or parts of the Works or make
openings in or through the same as the Engineer may from time to time
direct and shall reinstate and make good such part or parts to the
satisfaction of the Engineer.
If any such part or parts have been covered up or put out of view after
compliance with the requirements of sub-clause 8.11 hereabove and
are found to be executed in accordance with the Contract, the expenses
of uncovering, making openings in or through, reinstating and making
good the same shall be borne by the Owner but in any other case all
such expenses shall be borne by the Contractor and shall be
recoverable from him by the Owner or may be deducted by the Owner
from any money due or which may become due to the Contractor.
8.13
Removal of Improper Work and Materials
8.13.1
The Engineer/Engineers Representative shall, during the progress of

the Works, have power to order in writing from time to time:
i) the removal from Site within such times as may be
specified in the order of any materials which in the
opinion of the Engineer/Engineers Representative
are not in accordance with the Contract;
ii) the substitution of proper and suitable materials or
Plant; and
iii) the removal & proper re-execution (notwithstanding
any previous test thereof or interim payment
therefor) of any Works which in respect of materials,
Plant or Workmanship is not in the opinion of the
Engineer/Engineers Representative in accordance
with the Contract.

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8.13.2
The Contractor, as part of his obligation, shall supervise, inspect and/or

test any Works,, materials, equipment and workmanship of his or his
Subcontractors so as to ensure a certify fully that their performance
done, material and equipment manufactured and/or supplied and/or
installed or erected and workmanship supplied are of best quality and
standard in accordance with their respective specification and sound
engineering practice, consistently complete in all respects for the
purpose of the Plant to the Owner, in acceptable manner. It is
Contractors obligation to immediately take proper action for rejection or
removal and replacement of improper Works, defective materials and
equipment without any extra costs or delay to the Owner.
8.14
Default of Contractor in Compliance

In such cases of default on the part of the Contractor in carrying out
such order, the Owner shall be entitled to employ and pay other persons
to carry out the same and all expenses consequent therein or incidental
thereto shall be borne by the Contractor and shall be recoverable from
him by the Owner or may be deducted by the Owner from any money
due or which may become due to the Contractor.
8.15
Failure to Review and Monitor

Failure of the Engineer or any person acting under him pursuant to subclause 8.13 here-above to review and monitor any Works, materials or
Plant shall not prejudice the power of the Engineer or any of them
subsequently to review and monitor such Works, materials or Plant.
SUSPENSION OF WORKS
9.1
Suspension of the Works

The Contractor shall, on the written order of the Owner, suspend the
progress of the Works or any part thereof for such time or times and in
such manner as the Owner may consider necessary and shall, during
such suspension, properly protect and secure the Works as far as is
necessary in the opinion of the Owner.
In the event of suspension of the Works in accordance with this Clause,
the Contractor shall be entitled to receive such reasonable additional
compensation as may be necessary for the additional cost arising out of
such suspension and such reasonable extension of time for the
performance of the Works as may be judged by the Owner to be
appropriate unless such suspension is:
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9.1.1
Otherwise provided for in the Contract; or
9.1.2
Necessary for the proper execution of the Works; or
9.1.3
Necessary by reason of Weather Conditions affecting the safety or

quality of the Works or by some default on the part of the Contractor; or
9.1.4
Necessary for the safety of the Works or any part thereof. Provided that
the Contractor shall not be entitled to recover any such extra cost
unless he gives notice in writing of his intention to claim to the Owner
within thirty (30) days of the order, the Owner shall settle and determine
such extra payment to be made to the Contractor in respect of such
claim as shall in the opinion of the Owner be fair and reasonable.
9.2
Suspension Lasting more than 90 days
9.2.1
If, on the written order of the Owner (in this sub-clause referred to as a
Suspension Order), the progress of the Works or any part thereof
should be suspended for a period or consecutive periods amounting in
all to ninety (90) days or if the Owner, having previously issued a
Suspension Order for a period which has lasted less than 90 days,
should issue, with in less than 90 days from the expiration of that period
of suspension, a further Suspension Order either in respect of the
Whole of the Work or (where the previous Suspension Order has
affected only a part) affecting or including that part, then and in any
such case the Contractor may serve a written Notice on the Owner
requiring permission, within thirty (30) days from the receipt, thereof to
proceed with the Works or that part thereof in regard to which progress
is suspended and, if such permission is not granted within that time, the
Contractor, by a further written Notice so served, may (but is not bound
to) elect to treat the suspension where it affects part only of the Works
as an omission of such part under Clause 18 hereof of where it affects
the whole Works as an abandonment of the Contract by the Owner,
Clause 10 will apply.
10
TERMINATION BY THE OWNER
10.1
Termination by the Owner

The Owner may at his discretion terminate the Works subject to the
Contract by giving to the Contractor thirty (30) days Notice in writing
where, upon the provisions of sub-clause 10.2 hereunder, shall govern
the settlement of the Owners liabilities to the Contractor. On receipt of
such Notice the Contractor shall, unless the Notice of Termination
directs otherwise, immediately discontinue the Works and shall make
every reasonable effort to procure cancellation of all existing
commitments upon terms satisfactory to the Owner and in general take
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all reasonable steps to minimize the costs arising from such

Termination.
10.2
Payment if Contract is Terminated

If the Contract shall be terminated other than pursuant to Clause 27
hereinafter, the amount to be paid to the Contractor shall be mutually
agreed upon and settled. It shall include payment for all Works
executed prior to the date of termination (in so far as such amounts
shall not have already been covered by payment on account made to
the Contractor) and in addition:
a.
the amounts payable in respect of any preliminary items so far as

the Works or services comprised therein have been carried out or
performed and a proper proportion as certified by the Engineer of
any such items and Works or service comprised in which has been
partially carried out or performed;
b.
the cost of equipment and materials or reasonably ordered for the

Works or Temporary Works which shall have been delivered to the
Contractor or of which the Contractor is legally liable to accept
delivery (such equipment and materials becoming the property of
the Owner upon such payments being made by him and the
equipment materials being delivered to the Site);
c.
sum to be certified by the Engineer being the amount of any

expenditure reasonably incurred by the Contractor in the
expectation of completing the whole of the Works in so far as such
expenditure shall not have been covered by the payments in the
sub-clause before mentioned;
d.
the reasonable cost of removal of the Contractors (and if

applicable, Subcontractors) construction plant and (if required by
the Contractor) return thereof to the Contractors main plant yard
in his country of registration or to other destinations whichever is
the lowest;
e.
the reasonable cost of repatriation of all the Contractors staff and

Workmen employed on or in connection with the Works at the time
of such termination.
Provided always that against any payments due from the Owner under
this sub-clause the Owner shall be entitled to be credited with any
outstanding balances due from the Contractor for advances in respect
of Plant, equipment and materials and any claims, taxes and other
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liabilities in the Great Jamaheriya and any sum previously paid by the
Owner to the Contractor in respect of the execution of the Works.
11
COMMENCEMENT TIME AND DELAYS
11.1
Commencement of Works
The Contractor shall commence the Works within the period named in
the Contract after the Effective Date as the case may be and shall
proceed with the same with due expedition and without delay except as
may be expressly sanctioned or ordered by the Engineer or be wholly
beyond the Contractors control.
11.2
Possession at Site (commencement of site works)

Save in so far as the Contract may prescribe, the extent of portions of
the Site of which the Contractor is to be given possession from time to
time and the order in which such portions shall be made available to him
and subject to any requirement in the Contract as to the order in which
the Works shall be executed, the Owner will with the Engineers written
Order to commence the Works, give to the Contractor possession of so
much of the Site as may be required to enable the Contractor to
commence and proceed with the construction of the Works in
accordance with the programme referred to in sub-clause 6.10 hereof
and otherwise in accordance with such reasonable proposals of the
Contractor as he shall be given notice in writing to the Engineer, and will
from time to time as the Works proceed give to the Contractor
possession of such further portions of the Site as may be required to
enable the Contractor to proceed with the construction of the Works with
due despatch in accordance with the said programme or proposals (as
the case may be). If the Contractor suffers delay or incurs expense from
failure on the part of the Owner to give possession in accordance with
the terms of this Clause, the Owner shall grant an extension of time for
the completion of the Works and certify such sum as in his opinion shall
be fair to cover the expense incurred, which sum shall be paid by the
Owner.
11.3
Time for Completion

Subject to any requirement set forth in the Contract as to completion of
any portion of the Works before completion of the whole, the whole of
the Works shall be completed within the period named in the Contract or
such extended time as may be allowed under Clause 12 hereafter.
The Contract Agreement will state the Start and Completion Dates.

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11.4
Expediting
The Contractor shall expedite delivery of the materials or equipment
subject of this Contract and shall expedite all purchase orders, revisions
and amendments including manufacturers quotations, design
calculations, drawings, spare parts data, installation, operating and
maintenance instructions, welding procedures, inspection, invoices,
shipping documents, etc., manufacturers sub-contracted orders and
any other work related to the Project.
The Contractor shall maintain up-to-date expediting reports and this
information is to be condensed in a monthly material status report. This
report shall be forwarded to the Engineer without interruption.
If the Contractor encounters delays in obtaining equipment and
materials from his manufacturers, the Contractor shall immediately
advise the Engineer. The Contractor shall supply the Engineer with
unpriced copies of his purchase orders and any requested shipping
information including that of his manufacturers orders as and when
requested.
12
DELAY AND EXTENSION OF TIME
12.1
Extension of Time granted by the Owner

If in the opinion of the Owner the Works are delayed:
a) By Force Majeure or by reasons of exceptionally inclement weather;
or
b) By reason of loss or damage by fire etc; or
c) By reason of the Owners instructions given pursuant to Clause 9 of
these conditions; or
d) Late possession of Site by the Owner pursuant to sub-clause 11.2 of
these conditions;
Then, in any such case the Owner shall grant to the the Contractor a fair
and reasonable extension of time for completion of the Works.
12.2
Notice given by the Contractor

Upon the happening of any such event causing delay, the Contractor
shall immediately give notice thereof in writing to the Owner and the
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Contractor nevertheless constantly use his best endeavours to prevent

delay and shall do all that may be reasonably required to proceed with
the Works to the satisfaction of the Engineer. Provided that the Owner is
not bound to take into account any extra or additional burden or other
circumstances unless the Contractor has within thirty (30) days after
such circumstances have arisen, delivered to the Engineer full and
detailed particulars of any such claim for extension of time and/or
indemnity to which he may consider himself entitled in order that such
claim may be investigated at the time.
13
RATE OF PROGRESS
The whole of the materials, plant and labour to be provided by the
Contractor under the Contract hereof and the mode, manner and speed
of execution and maintenance of the Works are to be of a kind and
conducted in a manner to the satisfaction of the Engineer. Should the
rate of progress of the Works or any part thereof be at any time in the
opinion of the Engineer too slow to ensure the completion of the Works
by the prescribed time or extended time for completion, the Engineer
and/or Engineers Representative shall so notify the Contractor in
writing and the Contractor shall thereupon take such steps as the
Contractor may think necessary and the Engineer and/or Engineers
Representative may approve to expedite progress so as to complete the
Works by the prescribed time for completion. The Contractor shall not
be entitled to any additional payment for taking such steps.
The Contractor may request permission to work overtime or by night as
well as by day. If the Engineer shall grant such permission, the
Contractor shall not be entitled to any additional payment for doing so.
If such permission shall be refused and there is no equivalent
practicable method of expediting the progress of the Works the time for
completion shall be extended by such period as is solely attributable to
such refusal.
All night work shall be carried out without unreasonable noise and
disturbance.
The Contractor shall indemnify the Owner from and against any liability
for damages on account of noise or other disturbance created while or
in carrying out the Works and from and against any liability for damages
on account of noise or other disturbances created while or in carrying
out the Works and from and against all demands, proceedings, costs,
charges and expenses whatsoever in regard or in relation to such
liability.

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14
COMPENSATIONS FOR DELAYS

Time is of the essence of the Contract and should the Contractor fail to
complete the Works within the time pescribed by sub-clause 11.3 hereof
or extended time granted by the Owner, then the Contractor shall pay to
the Owner as liquidated damages for delay a sum of 0.5% (half percent)
of the Contract Price up to a limit of 5% of the Contract Price for such
default for every week or part of the week which shall elapse between
the time presecibed by sub-clause 11.3 hereof or extended time, as the
case may be, and the date of completion of the Works. The Owner
may, without prejudice to any other methods of recovery, deduct the
amount of such compensation from any monies in his hands due or
which may became due to the Contractor. The payment or deduction of
such compensation shall not relieve the Contractor from his obligation to
Works or from any other of his obligations or liabilities under the
Contract.
15
COMPLETION CERTIFICATE ON COMPLETION TESTS

As soon as in the opinion of the Engineer the Works shall have been
completed and satisfactorily passed any final test that may be
prescribed by the Contract the Engineer shall issue a Completion
Certificate in respect of the Works subject to approval by the Owner and
the Maintenance Period of the Works shall commence from the date of
such Certificate.
The Contractor may apply by notice to the Engineer for a Completion
Certificate not earlier than 14 days before the Works will, in the
Contractor's opinion, be complete and ready for taking over. If the
Works are divided into Sections, the Contractor may similarly apply for a
Completion Certificate for each Section.
The Engineer shall, within 28 days after receiving the Contractor's
application:
(a) issue the Completion Certificate to the Contractor, stating the date
on which the Works or Section were completed in accordance with the
Contract, except for any minor outstanding work and defects which will
not substantially affect the use of the Works or Section for their intended
purpose, and will be entered on the Punch List (either until or whilst this
work is completed and these defects are remedied); or
(b) reject the application, giving reasons and specifying the work
required to be done by the Contractor to enable the Completion
Certificate to be issued. The Contractor shall then complete this work
before issuing a further notice under this Sub-Clause.
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If the Engineer fails either to issue the Completion Certificate or to reject

the Contractor's application within the period of 28 days, and if the
Works or Section (as the case may be) are substantially in accordance
with the Contract, the Completion Certificate shall be deemed to have
been issued on the last day of that period.
Provided that the Engineer may give such a Certificate with respect to
any part of the Works before the completion of the Whole of the Works
and may, upon the written application of the Contractor, give such
Certificate with respect to any substantial part of the Works which has
been both completed to the satisfaction of the Engineer and occupied or
used by the Owner and when any such Certificate is given in respect of
a part of the Works, such part shall be considered as completed and the
Maintenance Period of such part shall commence from the date of such
approved Certificate. Provided also that a Completion Certificate given
in accordance with the foregoing provisions of any part of the Works
occupied and used as aforesaid shall not be deemed to certify
completion of any ground or surface requiring reinstatement unless
such Certificate shall expressly so state.
16
GUARANTEES AND LIABILITIES
16.1
Contractor Guarantee
The Contractor guarantees that the Works shall be performed by the
Contractor or any of his Subcontractors or Suppliers in accordance with
sound and currently accepted International Standards in Engineering
and Construction Companies and in accordance with the Specifications
and further that the Works shall be free from any defects, failures or
imperfections for the Maintenance Period Guarantee as specified in
sub-clause 16.2 hereof.
16.2
Definition of Maintenance Period

In these Conditions, the expression Maintenance Period shall mean
the period of 365 days calculated from the date of completion of the
Works certified by the Engineer in accordance with Clause 15 hereof or,
in the event of more than one Certificates having been issued by the
Engineer under the said Clause, from the respective dates so certified
and in relation to the Maintenance Period the expression the Works
shall be construed accordingly.
16.3
Defects in the Works

If any item the Works does not meet the Contractors Requirements or
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is found defective or if any defect or fault originating with the equipment,

materials, Workmanship or operating characteristics of any item of
equipment arises at any time up to the expiry of the Maintenance
Period, the Contractor shall at his own expense promptly make such
alterations, repairs and replacementes as are necessary and made in
accordance with the provisions of the Contract so that said item
conforms to the Specifications and fulfils the preceding guarantees to
the Engineers entire satisfaction. If the fault or failure to function
properly cannot be corrected as set forth above, the faulty item or
equipment shall be removed by or at the expense of the Contractor and
the Contractor shall, without cost to the Owner, promptly furnish a
satisfactory item which completely fulfils the Contractors Documents
and intent of the Contract.
16.4
Execution of Works of Repair etc.

To the intent that the Works shall, at or as soon as practicable after the
expiration of the Maintenance Period, be delivered to the Owner in as
good and perfect a condition (fair wear and tear excepted) to the
satisfaction of the Engineer as that in which they were at the
commencement of the Maintenance Period, the Contractor shall
execute all such Works of repair, amendment, reconstruction,
rectification and making good of defects, imperfections, shrinkages or
other faults as may be required to the Contractor in writing by the
Engineer during the Maintenance Period or within fourteen (14) days
after its expiration as a result of an inspection made by or on behalf of
the Engineer prior to its expiration of the Maintenance Period.
When the Contractor is to replace a part of the Works and the delivery
period is lengthy, he shall repair the defective part first in order to permit
operations to resume as soon as possible. If the breakdown turns out to
be frequent, then the Contractor shall determine the underlying cause
for such breakdowns and remedy the cause rather than merely replace
the part during the lifetime of the warranty. In case the Services
performed by the Contractor are found to be defective, the Contractor,
at this own expense, shall promptly perform all necessary services,
without any limit of expenditure, in order to remove the deficiencies.
Furthermore, the Contractor shall bear the total cost of material,
equipment and related erection including but not limited to, back
charges or standby charges to Owner from any third Parties which can
be demonstrated to be the consequence of Contractors errors and
correctly accomplish the Scope of Works.
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16.5
Cost of Execution of Works of Repair etc.

All such Works shall be carried out by the Contractor at his own
expenses if the necessity thereof is in the opinion of the Engineer, due
to the use of materials, Plant or workmanship not in accordance with the
Contract or to neglect or failure of the Contractor to comply with any
obligation expressed or implied on the Contractors part under the
Contract. If, in the opinion of the Engineer, such necessity is due to any
other cause, the value of such Works shall be ascertained and paid for
as if it were additional Works.
16.6
Remedy on Contractors Failure to Carry out Works Required

If the Contractor fails to do any such Works as aforesaid required by the
Engineer, the Owner shall be entitled to carry out such Works by his
own Workmen or by other Contractors and shall be entitled to recover
from the Contractor all costs thereof or may deduct the same from any
money due or that become due to the Contractor.
16.7

Review of Contractors Documents, materials or Workmanship by the
Engineer or implied in final certificates or accounts or the issue of a
Completion Certificate shall not relieve the Contractor from his
obligations, liabilities and warranties under the Contract.
16.8
Contractor to Search
The Contractor shall, if required by the Engineer in writing, search for
the cause of any defect, imperfection or fault under the directions of the
Engineer.
Unless such defect, imperfection or fault shall be one for which the
Contractor is liable under the Contract, the cost of the Works carried out
by the Contractor in searching shall be borne by the Owner. But if such
defect, imperfection or fault should be one for which the Contractor is
liable as aforesaid, the cost of the Works carried out in searching as
aforesaid shall be borne by the Contractor and he shall in such case
repair, rectify and make good such defect, imperfection or fault at his
own expenses in accordance with the provisions of Clause 16 hereof.

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17
MEASUREMENT
17.1
Lump Sum Prices

Where a Contract Price based upon a Bill of Quantities if stated to be
Lump Sum no re-measurement shall take place and the Lump Sum
Price shall be considered firm for the Scope of Work as described in the
Owners Requirements, Contract Drawings and Specifications, Pricing
Schedule/Bill of Quantities and/or Schedules of Rates.
18
ALTERATIONS, ADDITIONS AND OMISSIONS
18.1
Variations
The Engineer shall make any variation to the form, quality or quantity of
the Works or any part thereof that may in his opinion be necessary and
for that purpose or if for any other reason it shall in his opinion be
desirable shall have power to order the Contractor to do and the
Contractor shall do any of the following:
a)
increase or decrease the quantity of any work included in the

Contract;
b)
omit any such work;
c)
change the character or quality or kind of any such work;
d)
change the levels, lines, positions and dimensions of any part of

the Works; and
e)
execute additional work of any kind necessary for the completion

of the Works including any work arising out of the excluded risks
listed in sub-clause 6.19 here-above.
and no such variation shall in any way vitiate or invalidate the Contract
but the value (if any) of all such variations shall be taken into account in
ascertaining the amount of the Contract Price.
However, any work required to correctly accomplishing the scope of
Works of the Contract or any information that the Engineer may require
in relating to the Works shall not be considered as a variation.
18.2
Unauthorised Changes
No Contract variation shall be issued for the following:
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18.3
a)
Necessary modifications by the Contractor of Works already

executed by the Contractor which do not comply with the Technical
Documentation of the Project or which are necessary to correct the
Contractors mistakes or omissions, or necessary to correct Works
which have not been carried out in a workmanlike manner by the
Contractor;
b)
A modification which the Contractor has commenced work upon

without having received a specific written request to do so from the
Engineer;
c)
Necessary modifications to correct mistakes caused by the

Contractors failure to identify errors or inconsistencies in the
Technical Documentation issued by the Engineer. The costs of
such modifications shall be at full Contractors charge.
d)
Charges for preparation, packing, boxing, crating, freight or

operational services of any kind will not be allowed unless
specifically authorized in the Contract.
Contractors Request for Variation in Works

In the event of comments or instructions given by the
Engineer/Engineers Representative on the Project Documents which, if
acted upon would, in the opinion of the Contractor, constitute a variation
in the Works, the Contractor shall immediately notify the Engineer in
writing and raise the variation order proposal according to the provisions
of the Contract for Engineers review.
18.4
Orders for Variations to be in writing

No such variation shall be made by the Contractor without an order in
writing issued by the Engineer. Provided that no order in writing shall
be required for increase or decrease in the quantity of any Works where
such increase or decrease is not the result of an order given under this
Clause, but is the result of the quantities exceeding or being less than
those which existed at the time of signing the Contract. Provided also
that if for any reason the Engineer shall consider it proper to give any
such order verbally, the Contractor shall comply with such order and
any confirmation in writing of such verbal order given by the Engineer
shall be deemed to be an order in writing within the meaning of this
Clause. Such confirmation is to be issued as soon as practicable.
Provided further that if the Contractor shall within seven days confirm in
writing to the Engineer and such confirmation shall not be contradicted

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in writing within fourteen (14) days by the Engineer, it shall be deemed

to be an order in writing by the Engineer.
18.5
Value of variations
a) Following a request for a variation, the Contractor must prepare,
within seven (7) days, a detailed lump sum price of the variation and
an estimate of the possible effect of the variation on the Scheduled
Completion Date. The lump sum price for the variation shall be in
accordance with the Contract and based upon the breakdown of
Lump Sum amount or schedules of rates. If no rates are available
then the Engineer shall fix a level of compensation as is reasonable
in the opinion of the Engineer without prejudice to the rights of either
party. When the agreement on price and schedule of the variation is
reached, the Contractor must immediately start the execution of the
variation and the Engineer shall issue a written order in respect of the
change, which shall be used for the relevant contract revision.
b) Variations to the Contract Price and the Scheduled Completion Date
shall only be valid if a Contract Revision is issued in respect thereof.
c) Where additional time is negotiated and granted in respect of a
request for variation, such additional time includes the cumulative
effects of all the variations previously authorized by the Engineer,
and there can be no further negotiations for further additional time in
respect of that variation.
d) In the event the Contractor believes that any instruction,
interpretation or decision received from the Engineer and any other
act of Engineer affects the Works and should be considered as a
variation, and the Engineer does not issue the relevant written order
of Contract Revision, the Contractor is entitled to make a formal
written request for a Contract Revision by fax a registered letter
within seven (7) days starting from the date of the event on which the
request is based. The Contractor shall furnish a relevant detailed
estimate for the effect on the Contract Price and the Scheduled
Completion Date as soon as possible.
e) If the Contractor fails to make the aforementioned formal written
request in respect of a variation or other circumstances, the
Contractor shall not be entitled to a Contract Revision and loses the
right to apply for variation to the Contract Price or Scheduled
Completion Date on the basis of such variation or other
circumstances even if such variation or other circumstances are
known or ought to be known.
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19
CLAIMS
19.1
Submission of Claims
The Contractor shall send to the Engineers Representative once in
every month an account giving particulars (as full and detailed as
possible) of all claims for any additional expense to which the
Contractor may consider himself entitled and of all additional works
ordered by the Engineer which he has executed during the preceding
month. No claim for any such works will be considered which has not
been included in such particulars and which had not been submitted
within thirty (30) calendar days after completion of the relevant works.

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19.2
Notice of Claim
19.2.1
If the Contractor intends to claim any additional payment pursuant to

any clause of these Conditions other than sub-clause 19.1, he shall give
notice in writing of his intention to the Engineer within seven (7)
calendar days after the happening of the event(s) giving rise to the
claim. Upon the happening of such event(s), the Contractor shall keep
such contemporary records as may reasonably be necessary to support
any claim he may subsequently wish to make.
19.2.2
Without necessarily admitting the Owners liability, the Engineer may,

upon receipt of a notice under this sub-clause, instruct the Contractor to
keep such contemporary records or further contemporary records as the
case may be as are reasonable and may be material to the claim, of
which notice has been given, and the Contractor shall keep such
records. The Contractor shall permit the Engineer to inspect all records
kept pursuant to this sub-clause and shall supply him with copies
thereof as and when the Engineer shall so instruct.
19.2.3
After the giving of a notice to the Engineer under this sub-clause, the
Contractor shall as soon as is reasonable in all circumstances send to
the Engineer a first interim account giving full and detailed particulars of
the account claimed to that date and of the grounds upon which the
claim is based. Thereafter at such intervals as the Engineer may
reasonably require, the Contractor shall send to the Engineer further upto-date accounts giving the accumulated totals of the claim and any
further grounds upon which it is based.
19.2.4
If the Contractor fails to comply with any of the provisions of this subclause in respect of any claim which he shall seek to make, then the
Contractor shall be entitled to payment in respect thereof only to the
extent that the Engineer has not been prevented from and substantially
prejudiced by such failure in investigating the said claim.
19.2.5
The Contractor shall be entitled to have included in any interim payment

certified by the Engineer pursuant to Clause 21, such amount in respect
of any claim as the Engineer may consider due to the Contractor
provided that the Contractor have supplied sufficient particulars to
enable the Engineer to determine the amount due. If such particulars
are insufficient to substantiate the whole of the claim, the Contractor
shall be entitled to payment in respect of such part of the claim as the
particulars may substantiate to the satisfaction of the Engineer.
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20
CONSTRUCTION
MATERIALS
PLANT
TEMPORARY
WORKS
20.1
Construction Plant etc exclusive use for the Works
AND
All construction equipment obtained or furnished by the Contractor for

use at the Site shall be in first class operating conditions and suitable for
the safe and efficient performance of the Works. All construction Plant
Temporary Works and Material provided by the Contractor shall, when
brought into the Site, be deemed to be exclusively intended for the
construction and completion of the Works, and the Contractor shall not
remove the same or any part thereof (save for the purpose of moving it
from one part of the Site to another) without the consent in writing of the
Engineer which shall not be unreasonably withheld.
20.2
Removal of Temporary Works/Facilities and Construction Plant

Upon completion of the Works, the Contractor shall remove from the
Site all the said Construction Plant and Temporary Works/Facilities
remaining thereon provided by the Contractor.
20.3
Owner not Liable for Damage to Construction Plant etc.

The Owner shall not at any time be liable for the loss of or injury to any
of the said Construction Plant Temporary Works or materials.
20.4
Import/Re-export of Temporary Work Facilities and Construction

Plant
With the framework of the laws, regulations, customs regulations and
import licenses, the Contractor is entitled to import equipment and
materials for execution of the Works under the Contract and to re-export
the same after completion of the Works.
The Contractor covenants to pay all duties levied on equipment and
materials temporarily imported for the execution of the Works.
The Contractor shall be responsible for all necessary formalities with
competent authorities for such import and export.
20.5
Customs Clearance and Duties

The Contractor shall have complete responsibility for customs
formalities and clearance, which shall be deemed included in the
Contract Price.

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The Customs duties levied on all Construction Plant, materials and

equipment imported into Great Jamaheriya to perform the Works shall
be paid by the Contractor and shall be deemed included in the Contract
Price.
Assistance by the Owner will be limited to providing the Contractor with
a certificate stating that the Works are being executed for the Owner.
20.6
Surplus Materials
Only those surplus materials which are necessary under the Owners
Requirements shall remain on-site, including spare parts, upon
completion of the Works. These shall become the Owners property and
the same shall be handed over to the Owner in a manner as required by
the Engineer and/or Engineers Representative. All other materials are
to be disposed of to an agreed location. These locations are to be
agreed with the Owner and Engineer.
21
CONTRACT PRICE CERTIFICATES AND PAYMENTS
21.1
Contract Price
The Owner shall pay the Contractor for all materials and services
supplied by the Contractor in performing his obligations under the
Contract and the total of the sums payable shall constitute the Contract
Price
The Contract Price shall be payable as per agreed terms and conditions
set out in the Preamble & Form of Contract and shall be deemed to
constitute the full and complete compensation to the Contractor for
performing the Works in accordance with the Contract, and shall be
deemed to include everything required to perform the Works to the
satisfaction of the Owner.
21.2
Cost Elements
The sums payable shall be calculated in accordance with the provisions
of Clauses 17 and 18, or as otherwise provided in the Contract
Documents. A breakdown of costs shall be provided by the Contractor
as and when requested by the Engineer.
21.3
Monthly Progress Statements

The Contractor shall submit to the Engineer after the end of each month
a Statement (in such form if any as may be prescribed by the Engineer),
based upon achievement of verifiable physical progress of the Works,
showing:
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21.4
a)
The estimated contract value of the Works and Services executed

up to the end of that month.
b)
The estimated amounts to which the Contractor considers himself

entitled in connection with all other matters for which provision is
made under the Contract, including defined Milestones, if any, for
which separate amounts are included in the schedules.
Monthly Payments
a)
All payments shall be invoiced in Libyan Dinars in such form as

may be prescribed by the Engineer.
b)
Any payments are to be made in the proportions as per the

Contract Preamble and Form of Agreement
The conversion rate will be fixed as at the Base Date or a further
date that is to be agreed between the Owner and the Contractor.
The proportions stated above will also be applicable to the
following :
(a) payment of the delay compensation specified in these
Conditions of Contract shall be made in the currencies and
proportions specified in the Contract Preamble;
(b) other payments to the Owner by the Contractor shall be made
in the currency in which the sum was expended by the Owner, or
in such currency as may be agreed by both Parties;
(c) if any amount payable by the Contractor to the Owner in a
particular currency exceeds the sum payable by the Owner to the
Contractor in that currency, the Owner may recover the balance of
this amount from the sums otherwise payable to the Contractor in
other currencies; and
(d) if no rates of exchange are stated in the Contract, they shall be
those prevailing on the Base Date and determined by the central
bank of the Country.
c)
The Owner shall pay to the Contractor the amount which in the
opinion of the Engineer on the basis of the monthly Progress
Payment Certificate, is due to the Contractor on account of SubClause 21.3 less a retention as provided in sub-clause 21.6
hereafter and less advance payment as per sub-clause 21.9
hereafter less any agreed amounts due to the Owner.
d)
Within 30 (thirty) days of the date of delivery to the Engineer or

Engineers Representative in accordance with sub-clause 21.3

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here-above, the Contractors monthly statement, the Engineer

shall certify and the Owner shall pay to the Contractor (after
deducting any previous payments on account and retention) within
a further 30 (thirty) days of the date of receipt by the Owner at
Azzawiya of the Contractors invoice translated into Arabic duly
stamped and signed by the appropriate Libyan Taxation
Department attached with a copy of the relevant monthly statement
approved by the Engineer.
21.5
Final Account
Not later than three months after the date of the Completion Certificate,
the Contractor shall submit to the Engineer a Statement of Final
Account and supporting documentation showing in detail the value in
accordance with the Contract, together with all further sums, which the
Contractor considers to be due to him under the Contract. Within three
(3) months after receipt of this final account and of all information
reasonably required for its verification, the Engineer shall issue a Final
Certificate stating the amount which in his opinion is finally due under
the Contract and after giving credit to the Owner for all amounts
previously paid by the Owner and for all sums to which the Owner is
entitled other than under Clause 14, the balance if any due from the
Owner to the Contractor or from the Contractor to the Owner as the
case may be. Such balance shall, subject to the Clause 15 here-before
be paid to or by the Contractor as the case may require within thirty (30)
days of the date of the Final Maintenance Certificate issued by the
Engineer.
21.6
Retention
The retention to be made pursuant to sub-clause 21.4(c) shall be a sum
equal to five percent (5%) of the gross amount due to the Contractor in
respect of the Contract Works.
21.7
Payment of Retention Money

The retention money shall be paid to the Contractor as follows:
a)
50% (fifty percent) of the retention money within thirty days after
the issue of the Completion Certificate for the Whole of the Works;
and
b)
the remaining 50% (fifty percent) of the retention money within

thirty (30) days from the date of issue of the Maintenance
Certificate for the Whole of the Works provided there shall be no
claim against the Contractor from any third party including any
outstanding claim from Libyan Tax Department.
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c)
21.8
the remaining 50% (fifty percent) of the retention money as under

(b) hereinabove may be paid to the Contractor together with the
payment under (a) hereinabove provided an unconditional and
irrevocable Bank Guarantee equivalent to the same amount of
remaining retention money is provided by the Contractor in terms
approved by the Owner from an acceptable Bank in Great
Jamaheriya. Such Bank Guarantee shall remain valid up to the
end of the Maintenance Period.
Payment in Foreign Currency

If the execution of the Works shall necessitate the importation of
materials, plant or equipment from a country other than that in which the
Works are being executed, or if the Works or part thereof are to be
executed by labour imported from any other such country, or if any other
circumstances shall render it necessary or desirable, a proportion of the
payments to be made under the Contract shall be made in a Foreign
Currency as specified in the Contract.
21.9
Advance Payment
On the written request of the Contractor the Owner will, after the signing
of the Contract, make an Advance Payment of 10% (ten per cent) of the
Contract Price as an interest free amount, provided that the Contractor
furnishes at his own expense a bank guarantee in the form of Stand-by
Letter of Credit (L/C) equivalent to the value of the advance payment
valid up to the date of issue of Completion Certificate of the Works and
acceptable to the Owner from/or through a recognised Commercial
Bank operating in the Great Socialist Peoples Libyan Arab Jamaheriya
for the repayment on demand of the whole or any outstanding balance
of the said advance.
The Advance Payment shall be paid without retention and shall be
recoverable from subsequent monthly invoice for payment. The
repayment of the Advance Payment is to be 10% of the monthly
payment statement, deducted upto the cumulative amount of the
Advance Payment, provided always that, in the event of the Contract
being determined under the provision of the Contract, the Owner may
deduct the balance of the Advance outstanding from any money due or
that may become due to the Contractor, or the Contractor shall on
demand pay to the Owner the amount of such balance and it shall be
deemed a debt due by the Contractor to the Owner and shall be
recoverable accordingly. When the advance payment has been
recovered by 50% (fifty percent) by the Owner, the value of Stand-by
L/C shall be reduced by 50% (fifty percent) but with the same validity,
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and upon 100% recovery of Advance Payment, the Stand-by L/C shall
be returned to the Contractor by the Owner.
22
APPROVAL ONLY BY MAINTENANCE CERTIFICATE

No certificate other than the Maintenance Certificate referred to in
Clause 24 hereof shall be deemed to constitute approval of any Works
or other matter in respect of which it is issued or shall be taken as an
admission of the due Performance of the Contract or any part thereof or
of the accuracy of any claim or demand made by the Contractor or by
additional or varied Works having been ordered by the Engineer, nor
shall any other certificate prejudice any of the powers of the Engineer.
23
CORRECTION AND WITHHOLDING OF CERTIFICATES

The Engineer shall have power to omit from any certificate the value of
any Works done, equipment or materials supplied or services rendered
with which he may for the time being be dissatisfied and for that
purpose or for any other reason which to him may seem proper may by
any certificate delete, correct or modify any sum previously certified by
him.
24
MAINTENANCE CERTIFICATE
The Contract shall not be considered as completed until a Maintenance
Certificate shall have been signed by the Engineer and delivered to the
Owner stating that the Works and Services have been completed and
maintained to his satisfaction. The maintenance Certificate shall be
given by the Engineer thirty (30) days after the expiration of the
Maintenance Period (or if different Maintenance Period shall become
applicable to different parts of the Works, the expiration of the latest
such period) or as soon thereafter as any Works ordered during such
period pursuant to Clause 16 hereof shall have been completed to the
satisfaction of the Engineer and full effect shall be given to this Clause
notwithstanding any previous entry on the Works on the taking,
possession, Working or using thereof or any part thereof by the Owner.
The issue of the Maintenance Certificate shall be a Condition Precedent
to payment to the Contractor of the Retention Money in accordance with
the conditions set out in the sub-clause 21.7 herein.
The Maintenance Certificate shall not be issued to the Contractor until
he has submitted a release note (Form of Release) in the form and
substance as provided in the Contract.
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25
CESSATION OF OWNERS LIABILITY

The Owner shall not be liable to the Contractor for any matter or thing
arising out of or in connection with the Contract or the execution of the
Works unless the Contractor shall have made a claim in writing in
respect thereof before the issuance of Maintenance Certificate.
26
UNFULFILLED OBLIGATIONS
Notwithstanding the issue of the Maintenance Certificate, the Contractor
and the Owner shall remain liable for the fulfilment of any obligation
incurred under the provisions of the Contract prior to the issue of the
Maintenance Certificate which remains unperformed at the time such
certificate is issued and for the determining the nature and extent of any
such obligation the Contract shall be deemed to remain in force
between the parties thereto.
27
REMEDIES AND POWER
27.1
Remedies and Powers

If the Contractor shall become bankrupt or have a receiving order made
against him or shall present his petition in bankruptcy or shall make an
arrangement with or assignment in favour of his creditors or shall agree
to carry out the Contract under a committee or inspection of his
creditors or (being a corporation) shall go into liquidation (other than a
voluntary liquidation for the purpose of amalgamation or reconstruction)
or if the Contractor shall assign the Contract without consent in writing
of the Owner first obtained or shall have an execution levied on his
goods or if the Engineer shall certify in writing to the Owner that in his
opinion the Contractor:
a)
has abandoned the Contract; or
b)
without reasonable excuse has failed to commence the Works or

has suspended the progress of the Works for thirty (30) days after
receiving Engineers written notice to proceed; or
c)
has failed to remove materials from the Site or to pull down and
replace work for thirty (30) days after receiving from the Engineers
written notice that the said materials or work has been condemned
and rejected by the Engineer under these Conditions of Contract;
or

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d)
is not executing the Works in accordance with the Contract or

persistently or flagrantly neglecting to carry out his obligations
under the Contract; or
e)
has to the detriment of good workmanship or in defiance of the

Engineers instructions to the contrary, sub-let any part of the
Contract; or
f)
has failed to comply with Owners Requirements, specifications,

instructions and Conditions of Contract, or to deliver materials in
whole or in part in accordance with the Contractors promise
(which shall be grounds for cancellation by the Owner without
penalty); or
g)
has failed to comply with its representation and warranties under

the Contract and failed to remedy such non-compliance within a
reasonable time following receipt of written Notice thereof; or
h)
has himself or through others, directly or indirectly, practice any

means of cheat, deceit or trick in execution of the Contract or in
dealing with the Owner, the Engineer or Engineers
Representative, during the execution of the Contractor; or
i)
has himself or through others directly or indirectly tried to bribe any

of the employees working for the Owner or the Engineers
Representative or has by plotting with any one of those tried to
commit bribery so as to harm the Owner, the Engineer, Engineers
Representative or Public interest, then the Owner shall have the
right to either cancel the Contract or withdraw it from the
Contractor,, without need to reference to judiciary or taking any
other action by giving fourteen (14) days notice in writing to the
Contractor the Owner shall then enter upon the Site of the Works
and expel the Contractor therefrom without thereby voiding the
Contract or releasing the Contractor from any of his obligations or
liabilities under the Contract or affecting the rights and Powers
conferred on the Owner or the Engineer by the Contract and may
himself complete the Works or may employ any other Contractor to
complete the Works and the Owner or such other Contractor may
use for such Completion so much of the Construction Plant
Temporary Works and Equipment and Materials which have been
deemed to be reserved exclusively for the construction and
completion of the Works under the provisions of the Contract as he
or they may think proper and the Owner may at any time sell any
of the said Construction Plant Temporary Works and unused
Materials and apply the proceeds of sale in or towards the
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satisfaction of any sums due to which may become due to him

from the Contractor under the Contract.
27.2
Valuation at Date of Forfeiture

The Engineer shall, as soon as may be practicable after any such entry
and expulsion by the Owner, fix and determine ex-part or by or after
reference to the parties or after such investigation or enquiries as he
may think fit to make or institute and shall certify what amount (if any)
had at the time of such entry and expulsion been reasonable earned by
or would reasonable accrue to the Contractor in respect of Works then
actually done by him under the Contract and what was the value of any
of the said unused or partially used Materials and Construction Plant
and any Temporary Works.
27.3
Payment after Forfeiture

If the Owner enter and expel the Contractor under this Clause, he shall
not be liable to pay to the Contractor any money on account of the
Contract under the expiration of the Maintenance Period and thereafter
until the costs of Completion and Maintenance Damages for Delay in
Compliance (if any) and all other expenses incurred by the Owner have
been ascertained and the amount thereof certified by the Engineer.
The Contractor shall than be entitled to receive only such sum or sums
(if any) as the Engineer may certify would have been due to him upon
due completion by him after deducting the said amount. Further, if such
amount should exceed the sum which would have been payable to the
Contractor on due completion by him, then the Contractor shall upon
demand pay to the Owner the amount of such excess and it shall be
deemed a Debt due by the Contractor to the Owner and shall be
recoverable accordingly.
If the Owner decides to assign the remaining works to another
Contractor and by doing so saves money on completion of the work
then the Contractor shall not be entitled to claim the difference.
28
URGENT REPAIRS
If by reasons of any accident of failure or other event occurring to or in
connection with the Works or any part thereof, either during the
execution of the Works or during the Maintenance Period, any remedial
or other Works or repair should in the opinion of the Engineer or the
Engineers Representative be urgently necessary for security and the
Contractor is unable or unwilling at once to do such Works or repair, the
Owner may by his own or other Workmen do such Works or repair as
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the Engineer or the Engineers Representative may consider necessary.

If the Works or repair so done by the Owner are Works which, in the
opinion of the Engineer, the Contractor was liable to do at his own
expense under the Contract, all costs and charges incurred by the
Owner, in so doing shall, on demand, be paid by the Contractor to the
Owner or may be deducted by the Owner from any money due or which
may become due to the Contractor, provided always that the Engineer
or the Engineers Representative (as the case may be) shall as soon
after the occurrence of any such emergency as may be reasonably
practicable, notify the Contractor thereof in writing.
29
FORCE MAJEURE
29.1
Force Majeure
No party to this Contract shall be liable to the other party for any
failure of or delay in performance of its obligations hereof or be deemed
to be in Breach of this Contract, if such failure or delay have arisen from
Force Majeure.
Force Majeure is defined as circumstances and conditions beyond the
control of either party, which would render it impossible for either the
Owner or the Contractor to fulfil their obligations under the Contract or
delay such fulfilment. Any of the following matters are considered Force
Majeure only if strictly in accordance with the definition given above,
such as WAR, HOSTILITIES, ACTS OF GOD.
If either party to the Contract is prevented or delayed from or in
performing any of his obligations under the Contract by Force Majeure,
he may notify the other part of the circumstances constituting the Force
Majeure and of the obligation, performance of which is thereby delayed
or prevented, and the party giving notice shall thereupon be excused
the performance or punctual performance, as the case may be, of such
obligation for so long as the circumstances of prevention or delay may
continue.
If circumstances and conditions of Force Majeure persist for more than
six (6) months, either the Owner or the Contractor shall have the right to
terminate the Contract or to negotiate any further extension of the
above-mentioned by issuing written notice within thirty (30) days after
the period aforesaid.
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29.2
Outbreak of War
If during the currency of the Contract there shall be an outbreak of War
(whether war is declared or not), in any part of the World which
materially affects the execution of the Works, the Contractor shall,
unless and until the Contract is terminated under the provisions in the
Clause contained, use his best endeavors to complete the execution of
the Works provided always that the Owner is entitled at any time after
such outbreak of War to terminate his Contract by giving Notice in
writing to the Contractor and upon such Notice being given the Contract
shall (save as to the rights of the parties under this Clause) terminate
but without prejudice to the rights of either party in respect of any
antecedent breach thereof.
29.3
Removal of Construction Plant on Termination

If the Contract shall be terminated under the provisions of the last
preceding sub-clause, the Contractor shall with all reasonable despatch
remove from the Site all Construction Plant and Temporary
Work/Facilities and shall give similar directions to his Subcontractors to
do so.
29.4
Payment in Event of Termination caused by Force Majeure

In the event of the Contract being terminated by Force Majeure, the
Owner shall only pay to the Contractor any outstanding money due in
respect of actual Works executed and certified by the Engineer upto the
time of occurrence of Force Majeure and shall release all guarantees,
provided that the Contractors all other obligations are fulfilled.
30
SETTLEMENT OF DISPUTES
30.1
Settlement of Disputes Arbitration

If any dispute or difference of any kind whatsoever should arise
between the Owner or the Engineer and the Contractor in connection
with or arising out of the Contract or the carrying out of the Works
(whether during the progress of the Works or after their completion and
whether before or after the Termination, Abandonment or Breach of the
Contract), it shall in the first place be referred to and settled by the
Engineer who, within a period of ninety (90) days after being requested
by either party to do so, shall give written Notice of his decision to the
Owner and the Contractor.
Save as hereinafter provided, such decision in respect of every matter
so referred shall be final and binding upon the Owner and the
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Contractor until the completion of the Works and shall forthwith be given
effect to by the Contractor who shall proceed with the Works with all due
diligence whether he or the Owner requires Arbitration as hereinafter
provided or not. If the Engineer has given written Notice of his decision
to the Owner and the Contract and no claim to arbitration has been
communicated to him by either the Owner or the Contractor within a
period of 90 days from receipt of such Notice, the said decision shall
remain final and binding upon the Owner and the Contractor. If the
Engineer should fail to give Notice of his decision as aforesaid within a
period of 90 days after being requested as aforesaid or if either the
Owner or the Contractor be dissatisfied with any such decision, then
and in any case either the Owner or the Contractor may, within 90 days
after receiving Notice of such decision or within 90 days after the
expiration of the first named period of 90 days (as the case may be),
require that the matter or matters in dispute be referred to Arbitration as
hereinafter provided.
30.2
Arbitration Procedure
All disputes or differences in respect of which the decision, if any, of the
Engineer has not become final and binding as aforesaid shall be finally
settled under the Rules of Arbitration of the Great Socialist Peoples
Libyan Arab Jamaheriya by three (3) arbitrators appointed in
accordance with the said rules. The party wishing arbitration shall notify
the other party of the matters to be referred to arbitration together with
the nomination of his arbitrators. If the other party fails to appoint its own
arbitrator within thirty (30) days of being notified, the other partys
arbitrator shall be appointed by the President of the International
Chamber of Commerce in Paris.
The two arbitrators acting as Chairman of the Board of Arbitration and if
they, within 30 days of being appointed, cannot agree on this choice,
the party requesting arbitration or both parties shall report to the
President of the International Chamber of Commerce in Paris to
designate the third arbitrator.
The said third arbitrator should have no relation or connections
whatsoever with any of the Contracting Parties or their affiliates or any
interests in petro, dredging and Major Project Civil Engineering
industries.
He should also be a subject of a State which has diplomatic relations
with the countries of the contracting parties.
The Board of Arbitration so formed shall lay down Rules and
Procedures governing its actions and shall decide according to the
Arbitration and other Laws of the Great Socialist Peoples Libyan Arab
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Jamaheriya. Arbitration proceeding shall be carried out in Paris (or any

other place in West Europe) chosen by the Arbitration Board.
The Arbitration Board shall issue the award by majority within three (3)
months of nomination of the Chairman of the Board. The parties
undertake to fulfil the arbitrators award which they shall regards as final
and binding to both parties.
The said arbitrators shall have full power to open up and review or
revise any decision, opinion, direction, certificate or valuation of the
Engineer and neither party shall be limited in the proceeding before
such arbitrators to the evidence or arguments but before the Engineer
for the purpose of obtaining the said decision. No decision given by the
Engineer in accordance with the foregoing provisions shall disqualify
him from being called as a witness and giving evidence before the
arbitrators on any matter whatsoever relevant to the dispute or
difference referred to the arbitrators as aforesaid.
31
NOTICES
31.1
Service of Notices on Contractor

Any notice to be given to the Contractor under the terms of the Contract
shall be served by delivering the same by post or leaving the same at
the Contractors principal place of business (or in the event of the
Contractor being a Company, to or at its Registered Office).
31.2
Service of Notices on Owner

Any notice to be given to the Owner under the terms of the Contract
shall be served by delivering the same by post or leaving the same at
the Owners main office in Azzawiya, Great Socialist Peoples Libyan
Arab Jamaheriya.
32
INCREASED COSTS
The Unit of Rates and Prices included in the Contract are fixed and firm
and are not subject to any change for any reason for the period
specified in the Contract and any extension thereof as agreed by the
Owner. In the event that there are in the future, after the signing of the
Contract, any new changes in Libyan Corporate Tax Laws effecting the
price of the Contract, then the Contractor will be duly compensated by
the Owner subject to a negotiated settlement in the Contract Rates and
Prices based on actual proved cost variations resulting from such new
and unanticipated legislation.

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33
TAXES
33.1
Taxation
The Contractor shall be responsible to pay to the appropriate Authorities
for all taxes, duties and levies due from the Contractor in connection
with the Works or with his business wherever these arise and will
produce evidence of due payments with each certificate.
33.2
Registration Fee and Stamp Duties

The Contractor shall register this Contract with the appropriate
authorities in Great Jamaheriya and shall pay directly the registration
fee and stamp duty and shall provide the Engineer with copies of this
Contract duly stamped, together with any relevant correspondence
submitted to the Revenue Department in Great Jamaheriya in
connection therewith.
It is the Contractors responsibility to provide for registration and
translation of this Contract into Arabic, all costs and charges are
deemed included in the Contract Price.
33.3
Taxes and Social Insurance Deductions

a) The Contractor shall be responsible for the deduction of personal
income tax, Jehad and the like etc payable in accordance with
the provisions of the Income Tax Law in Great Jamaheriya and
the payment of such taxes and compulsory contributions for staff
and labour under the Social Insurance Law in Great Jamaheriya
and shall ensure that its Subcontractors and Suppliers comply
with the same.
b) Charges for work permits, entrance Visas for personnel visiting or
working shall be the responsibility of the Contractor.
c) All other taxes and charges on personnel effects, imported into
Great Jamahiriya, imposed by the Government in Great
Jamahiriya, shall be tat the Contractors cost.
d) All lump sum prices must include but not limited to all taxes,
duties, INAS, imposts or leveies wherever these arise in
connection with the Work
e) All formalities concerning permits, passes, customs clearance,
visas, insurance, importation of tools, equipment, materials, Site
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Facilities etc, if any, shall be at the Contractors cost and

responsibility.
33.4
Profit Tax
The Contract Price must include for the payment by the Contractor and
its Subcontractors and Suppliers of all taxes, duties and levies including
Corporate and Jehad Tax payable in Great Jamaheriya in connection
with the Works, wherever these occur.
33.5
Filing of Tax Returns

The Contractor shall file his tax returns to the Tax Authorities within the
time required by the Tax Laws. The Owner may require receipts or other
documents evidencing tax payments made, which the Contractor shall
provide.
34
GOVERNING LAW
34.1
Law Governing Contract

The relevant law of this Contract shall be the Law of the Great Socialist
Peoples Libyan Arab Jamaheriya.
34.2
Compliance with Laws

The Contractor warrants that in performing the Works of this Contract
he will comply with all applicable Governmental Codes, Laws and
Regulations, local or national, of the Great Socialist Peoples Libyan
Arab Jamaheriya and that he will prior to the delivery of equipment or
material supply whatsoever Governmental or other authorisation
markings stamped on the materials or equipment as are required to
allow the material or equipment to be placed in operation.
34.3
Bribery
Any commission, advantage, gift, gratuity reward or bribe given,
promised or offered by or on behalf of the Contractor or his agent or
servant or any other person on his or their behalf to any officer, servant,
representative or agent of the Owner or of the Engineer or of the
Engineers Representative or to any person on their behalf or on behalf
of any of them in relation to the obtaining or to the execution of this or
any other contract with the Owner shall in addition to any criminal
liability which may be thereby incurred subject the Contractor to the
cancellation of this and of all other contracts which he may have entered
into with the Owner and also to the payment of any loss or damage
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resulting from such cancellation. The Owner shall be entitled upon a

certificate in writing of the Engineer stating the value of loss or damage
arising from cancellation to deduct the amounts so certified for any
money or otherwise due to the Contractor under this or any other
contract or to recover the said amount as a debt due or partly the one
and partly the other as the Owner shall deem advisable.
35
ACCESS TO SITE
35.1
Access to the Site

Access to the Site shall be only by authorised routes and through
authorised gates as notified to the Contractor from time to time by the
Engineer. All persons entering the Site for the purposes of their lawful
business may do so only with the express permission of the Engineer.
The Contractor shall use every reasonable means to prevent any of the
highways, roads or bridges communicating with or on the routes to the
Site from being damaged by the traffic of the Contractor or any of his
Sub-contractors and in particular shall select routes, choose and use
vehicles and restrict and distribute loads so that the movement of
materials, Plant, Contractor's equipment etc., to and from the Site shall
not damage such highways, roads and bridges.
Should any highway, road or bridge be damaged or injured by such
traffic as aforesaid then:(c) If the highway, road or bridge is vested in or maintainable by the
Owner, the Contractor shall at his own cost make good all such
damage or injury to the entire satisfaction of the Owner or if the
Owner shall prefer to do the making good, the Contractor shall pay
to the Owner or the Owner may deduct from any monies due to the
Contractor or otherwise recover from the Contractor so much of the
cost incurred by the Owner in so making good the highway, road or
bridge as shall be attributable to the damage or injury caused by or
due to such traffic as aforesaid.
(d) In any other case, the Contractor shall indemnify and keep
indemnified the Owner from and against and shall himself be
responsible for and shall meet and discharge all claims, demands,
proceedings, damages, and expenses in respect of any such
damage or injury to highway, road or bridge(s). In case of failure of
the Contractor in settling the claim and in case the Owner is held
responsible for payment to the authorities, then the Owner shall
settle the claim and the Owner's expenses in this regard, as certified
by the Engineer shall be deducted from the Contractor's dues.
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Where the nature of the Works is such as to require the use by the
Contractor of water-borne transport, the foregoing provisions of this
clause shall be construed as though 'highway' included a lock, dock,
sea wall or other structure related to a waterway and 'vehicle' included
water-craft, and shall have effect accordingly.
35.2
Construction Roads
No traffic is permitted across the Site other than by specially
constructed or designated working roads. The Contractor shall be
responsible for the proper use of roads and hard-standing, etc. used by
his vehicles.
35.3
Authorised Vehicles
Only vehicles duly authorised by the Engineer may enter the Site.
35.4
Parking
Parking of vehicles and equipment shall be in such places and in such
manner as laid down by the Engineer. Any breach of this condition by
private vehicles will automatically involve cancellation of the
authorisation of entry for the vehicle concerned.
36
SERVICES SUPPLIED BY THE OWNER
36.1
Site and Site Services

The Owner will provide for the use of the Contractor for the duration of
the Contract, free of charge, an undeveloped area in the Refinery
Premises for his Site Offices, Workshops, Stores and Temporary
Works.
36.2
Supply of Water & Electricity

A Connection for electricity and water for the Site shall be provided by
the Owner free of charge, and will be available at a designated area
within the refinery. Supplies of water, power and other utility services
are for use during the construction of the Works.
The contractor is provide all cables, pipework, fittings from the point of
connection to service their needs and that of the Engineer and
Engineers Representative.

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The necessary (temporary) sub-station, connection to the existing

supplies, the laying of cables for electricity and telephone shall be at the
Contractors cost. The temporary supply is to be removed at the
Completion of the works at the Contractors Cost.
Also the connection to existing supply, the necessary water tanks and
the laying of water pipes shall be at the Contractors cost. The
Contractor shall be responsible for all sanitary facilities and sewage
disposal arrangement at the Site, medical and first aid facilities as
required by the Government or local authority regulations, and
arrangements for emergency ambulance and hospital services and to
be removed after completion of works.
36.3
Contractors residential camp and services

The Owner shall issue to the Contractor a letter to assist the Contractor
with the Local Authority in obtaining an area for his residential camp.
The Contractor shall be directly responsible to the respective authorities
for payment of all utilities.
37
SERVICES SUPPLIED BY THE CONTRACTOR
37.1
Housing
The Contractor shall provide housing, food and transportation etc at his
own cost for all their staff, personnel or labour engaged on Works.
37.2
General
All facilities and utilities required for the execution of the Contract not
specifically listed as being supplied by the Owner shall be supplied by
the Contractor. This shall include, but not be limited to, all means of
transportation for men and materials, together with fuelling and
maintenance/repairs thereof. All communications facilities shall be
provided by the Contractor. Facilities erected by the Contractor must be
of a type approved by the Engineer. All fencing and service connections
must be approved by the Engineer in all particulars.
37.3
Offices, Stores, etc.

The Contractor shall provide at locations agreed with the Engineer
offices, stores, workshops, compounds, parking areas, stockpiles, etc.
as necessitated by his and his Subcontractors contractual
commitments.
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37.4
Safeguarding of Stores and Examination of Construction Plant

The Contractor shall be responsible for his and his Subcontractors
security with respect to offices, stores, materials and other supplies. The
Owner reserves the right to search lockers, vehicles and persons
employed on the Site at any time and in any place. The Contractor shall
also ensure that designated standards of safety in construction Works
for this Site are applied in the execution of his Works. The Engineer
shall have the right at any time to require testing or examination at the
Contractors cost of any facilities to ensure their safe conditions. It will
be necessary therefore for the Contractor to ensure that manufacturers
operating and maintenance instructions are available for the use of the
Engineer in this connection.
37.5
Fire Protection
The Contractor shall himself be responsible for fire protection of his
buildings, plants and stores.
37.6
Handling of Stores
The Contractor shall provide open and covered storage suitable for the
bought-in items all as defined in the Specification. The complete
handling and care of materials supplied by the Contractor at the
Contractors place of storage for incorporation in the Permanent Works
shall be the responsibility of the Contractor and/or his Sub-Contractors.
This shall include but not be limited to up-lifting from the Contractors
store, transporting, handling, re-handling, protecting, storing and
accounting for such materials. In addition the Contractor shall have
similar responsibilities in respect of any permanent plant and materials
supplied by the Contractor under the Contract.
37.7
Contractors Responsibility for Materials etc.

In the event of the Contractor being required to incorporate in the Works
or in the material and/or equipment to be supplied by the Contractor
under the Contract or attachments thereto, or to connect thereto or to
hold on behalf of the Engineer or the Owner material or equipment
which is supplied to the Contractor directly or indirectly by the Engineer
or the Owner, the Contractor shall be wholly responsible for any loss or
damage whatsoever of or to the material or equipment so supplied to
him from the time it comes into his possession until it comes into the
possession of the Owner or of some other person to whom the
Contractor shall have been directed to deliver it.

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37.8
Notice of Accidents
In the case of any casualty or accident occurring on the Site during the
carrying out of the Works or any Temporary Works, the Contractor shall
comply with any subsisting legal obligation requiring him to give notice
of such casualty or accident to any person or persons and supply the
Engineer with three copies of any notice so given. In any event written
notification of all accidents shall be submitted to the Engineer within 24
hours.
37.9
Life Saving Apparatus

The Contractor shall provide and maintain upon the Works sufficient
proper and efficient life-saving and first-aid appliances and in
compliance with statutory or other regulations. These appliances shall
be available for use at all times.
38
EFFECTIVE DATE OF CONTRACT

The Effective Date of the Contract shall be the date of signing the
Contract by both parties, unless otherwise specified in the Contract
Agreement. Upon the signing of the Contract by the Contractor, the
project must be approved by the Observation Authorities, who will then
instruct the Owner of its Decision. Then, and only then, will the Owner
be in a position to countersign the Contract Documents. Only upon this
countersigning will the contract be binding between the parties.
39
ENTIRETY OF CONTRACT
This Contract, together with the documents listed in the Preamble &
Form of Agreement including all Owners Requirements, Contractors
Documents, Drawings, Specifications, Standards, codes and other data
referred to therein constitute the entire Documentation for the Contract
between the Owner and the Contractor and supersedes all prior
negotiations, representations or agreements related to the Works, either
written or oral, including Owners Invitation for Proposals and
Contractors Proposal except to the extent they are expressly
incorporated herein.
40
ISRAELI BOYCOTT
The Contractor, his affiliates and Subcontractors acknowledge and
undertake that they do not have any dealings, of whatsoever nature,
with Israel.
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Final Report
They also undertake to abide by all the laws and regulations in respect
of Israeli Boycott.
41
CUSTOM CLEARANCE AND PAYMENT OF CUSTOM DUTIES

LEVIED ON MATERIALS AND EQUIPMENT FOR PERMANENT
INSTALLATION
The Contractor shall have complete responsibility for customs
formalities and clearance which shall be deemed included in the Unit of
Rates and Prices under the Contract.
In case customs duties or services charges are required to be paid to
the competent customs authorities in Great Jamahiriya, the Contractor
shall pay such duties/charges and the Owner shall reimburse those
amounts shown in customs declaration.

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PART 7 CONTRACT FORMS

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N.B.: Specimen Text of a stand-by Letter of Credit provided that it is
issued by a first class European Bank, and to be advised and confirmed
by Libyan Arab Foreign Bank acceptable to Azzawiya Oil Refining
Company Inc. (Text subject to adjustment as per the conditions of the
Libyan Bank).
From
_______________________________ (Bank)
To
Libyan Arab Foreign Bank, Tripoli, Great Jamaheriya.
Under our full responsibility and indemnity, you are kindly requested to
advise the following text of stand-by letter of Credit adding you
confirmation:
Quote:
By order and for the account of ______________________(Contractor),
who have entered into a Contract with Azzawiya Oil Refining Company
Inc., Great Jamaheriya, for ____________________________(Project).
And whereas, Azzawiya Oil Refining Company Inc. Shall effect
payments, against presentation from __________________(Contractor)
of a Letter of Guarantee of ____________________________(Amount)
issued by a Bank in favour of Azzawiya Oil Refining Company Inc. as
guarantee of the fulfilment of thee obligations undertaken by
__________________________________(Contractor) in respect of the
above-mentioned contract.
We, _________________________ (Bank) having our registered office
at this irrevocable Stand-By Letter of Credit No. ___________________
for the amount of _________________________________________ to
guarantee Azzawiya Oil Refining Company Inc., for the punctual and
good performance by ______________________________(Contractor)
of the Works in compliance with the obligations stated in the
aforementioned Contract.
This Stand-By Letter of Credit is payable at Libyan Arab Foreign Bank ,
Tripolis counter against Azzawiya Oil Refining Company Inc.,s first
simple demand in writing notwithstanding any objection of whatever
nature by ________________________ (Contractor) or other authority
and without recourse to any legal of judicial proceeding.

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This Stand-By Letter of Credit is valid at Libyan Arab Foreign Bank,

Tripolis counter upto ______________ after which date, and in the
absence of your instructions within it s validity, will be automatically
considered as null and avoid.
This Stand-By Letter of Credit to texts, codes, dates etc., relating to a
Contract, proforma invoice and/or any other documents will not affect
our liabilities towards you under out undertaking to pay you its amount
on your first simple demand according to Stand-By Letter of Credit
conditions.
Partial drawings are allowed upon your receipt of Azzawaiya Oil
Refining Company Inc.,s instructions.
This Stand-By Letter of Credit is subject to the UCP of the ICC Paris
Revision
1993,
Publication
No.
500.
Unquote
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Final Report

NB: Specimen text of a stand-by Letter of Credit provided that it is
issued by a first class European Bank and to be advised and confirmed
by Libyan Arab Foreign Bank acceptable to Azzawiya Oil Refining
Company Inc. ((Text subject to adjustment as per the conditions of the
Libyan Bank)
From
________________________________ (Bank)
To :
Libyan Arab Foreign Bank, Tripoli, Great Jamaheriya
Under our full responsibility and indemnity, you are kindly requested to
advise the following text of stand-by Letter of Credit adding your
confirmation
Quote
By order and for the account of _________________________
(Contractor), who have entered into a Contract with Azzawiya Oil
Refining
Company
Inc.,
Great
Jamaheriya,
for
___________________________________ (Project).
And whereas, Azzawiya Oil Refining company Inc. shall effect payments
against presentation from ____________________ (Contractor) of a
Letter of Guarantee of ______________________________ (Amount)
issued by a Bank in favour of Azzawiya Oil Refining Company Inc. as
guarantee of the fulfillment of the obligations undertaken by
___________________________ (Contractor) in respect of the abovementioned Contract, Article 21.9 of the General Conditions of the
Contract.
We, _________________________________ (Bank) having our
registered office at ________________________ and our head office at
___________________, issue this irrevocable Stand-By Letter of Credit
No. _______ for the amount of _______________________________
to guarantee Azzawiya Oil Refining Company Inc. of the fulfillment of
the obligations undertaken by _______________________(Contractor)
in compliance with the above mentioned Contract.
This Stand-By Letter of credit is payable at Libyan Arab Foreign Bank,
Tripolis counter against Azzawiya Oil Refining Company Inc.s first
simple demand in writing notwithstanding any objection of whatever

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nature by ___________________________ (Contractor) or other

authority and without recourse to any legal or judicial proceeding.
This Stand-By Letter of Credit is valid at Libyan Arab Foreign Bank,
Tripolis counter upto _____________ after which date, and in the
absence of your instructions within its validity, will be automatically
considered as null and avoid.
This Stand-By Letter of Credit is also renewable/extendable upon
Azzawiya Oil Refining Company Inc.s first simple demand.
Any reference in the stand-By Letter of Credit to texts, codes, dates etc.,
relating to a Contract, proforma invoice and/or any other documents will
not affect our liabilities towards you under our undertaking to pay you its
amount on your first simple demand according to Stand-By Letter of
Credit conditions.
Partial drawings are allowed upon your receipt of Azzawiya Oil Refining
Company Inc.,s instructions.
This Stand-By Letter of Credit is subject to the UCP of the ICC Paris
Revision 1993, Publication No. 500.
Unquote:
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Final Report
COMPLETION CERTIFICATE(SPECIMEN)
(Issued subject to clause 15 of the General Conditions of Contract)
Certificate No. __________
To:
_____________________
_____________________
Contract No. _______________
*Section/ The Whole/Part
Description
of
Works
_________________________________________________________
In accordance with the provisions of the General Conditions, Clauses 15
which forms part of the Contract, it is certified that, subject to the
Contractors agreement to finish any outstanding works listed below
during the Maintenance Period and to execute all work of repair,
amendment, reconstruction, rectification and making good and defects,
imperfections, shrinkage and the faults in accordance with the
provisions of the Contract, such outstanding work being therefore
excluded form this Completion Certificate, the Works were completed to
our satisfaction on the _______________ from which date the
Maintenance Period shall commence.
Signature:
Date:
_________________ (The Engineer)\

_________________
Signature:
Date:
_________________ (The Owner)

_________________
We hereby acknowledge receipt of and confirm our acceptance of this

Completion Certificate and our agreement to the Conditions therein
contained.
For:
__________________
Signature:
__________________
Title:
__________________
Date:
__________________
(Corporate of Company Seal)
*Delete as appropriate
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PUNCH LIST / WORK OUTSTANDING
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Final Report
FORM OF RELEASE (SPECIMEN)

KNOW ALL MEN BY THES PRESENTS, THAT ___________________
(hereinafter refereed to as the Contractor) for and in consideration of the
receipt of the sum of __________________________________ by the
Contract from the Azzawiya Oil Refining Company Inc. (The Owner),
representing the final payment under this Contract
dated
____________ day of ________ 200____ between the Contractor and
the Azzawiya Oil Refining Company Inc., Great Socialist Peoples
Libyan Arab Jamaheriya, hereby releases and forever discharges
Azzawiya Oil Refining Company Inc. and their successors and assigns
from all claims and demands whatsoever in any manner arising out of,
or related to, said Contract or labour performed or materials and
equipment furnished by the Contractor in connection with or incidental
to the Project of ______________ of AZZAWIYA OIL REFINING
COMPANY INC. at Azzawiya, Great Socialist Peoples Libyan Arab
Jamaheriya.
In consideration of and for the purpose of inducing the Azzawiya Oil
Refining Company Inc. to make the aforesaid final payment, the
Contractor hereby represent, warrants and agrees that (1) all sums due
to become due and all debts, accounts, damages, obligations, claims
and demands of every nature and kind whatsoever in any manner
arising out of, or related to, labour performed or materials and
equipment furnished in connection with, or incidental to, said Project
have been paid and satisfied, (2) there are no unsettled claims for
injuries to, or death of, any persons or damage to, or destruction of,
property in any manner arising out of, or related to , the aforesaid
Project attributable to the Contractor and (3) it shall, subject to the
provisions as stated in the Contract, indemnify and hold harmless the
Azzawiya Oil Refining Company Inc. and its successors and assigns
from and against any claims, demands, liens, judgment, attachments
and costs related hereto in any manner arising out of, or related to, the
aforesaid Project.
IN WITHNESS WHEREOF the Contractor has caused this instrument to
be executed by its duly authorized officers this
_______________________ day of __________________ 200 ____
(Corporate of Company Seal)
Attest
____________________________Name of Contractor
_________________________ by _____________________________
Secretary
Title______________________________

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MAINTENANCE CERTIFICATE (SPECIMEN)

(Issued subject to clause 24 of the General Conditions of Contract)
Maintenance Certificate
No. _______________.
To :
_________________________
_________________________
Contract No.
_________
Description of Works: ________________________________
________________________________
It is certified that the Works have been completed and maintained to our
satisfaction and that we have received a Form of Release in respect of
all claims arising from such Works, dated ______________
Signature:
Date:
________________________ (The Engineer)

________________________
Signature:
Date:
________________________ (The Owner)

________________________
We hereby acknowledge receipt of and confirm our acceptance of this

Maintenance Certificate.
For:
________________________
Signature:
Title:
Date:
________________________
________________________
________________________
Note:
The issue of the Maintenance Certificate in respect of the
Whole of the Works discharges the Sureties/Surety from their/his
liabilities contained in the Performance Bond for this Contract.
Tc/foocbgs
Sam/mma/July-03
241005

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Final Report

9R4944 - 0411 - EPC BD Vol I - Invitation To Bidder FINAL Rev0 20090623

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Azzawiya Oil Harbour Bid Documents

Volume I of III Invitation to Bidder

Azzawiya Oil Refinery Company Inc

HASKONING NEDERLAND B.V.

Document short title

Azzawiya Oil Harbour Bid Documents

PART 2 INSTRUCTIONS TO BIDDER

GENERAL CONDITIONS FOR BIDDING

PRESENTATION OF THE BIDS

EPC BD Azzawiya Vol I

PART 3 LETTER OF BID AND BID BOND GUARANTEE

PART 4 PREAMBLE TO BID

PART 5 CONTRACT PREAMBLE AND FORM OF AGREEMENT

EFFECTIVE DATE AND COMMENCEMENT DATE

TIME FOR COMPLETION

CONTRACTORS LIABILITY UNDER THE CONTRACT

APPLICABLE LAWS AND SETTLEMENT OF DISPUTES

PART 6 GENERAL CONDITIONS OF CONTRACT

PART 7 CONTRACT FORMS

PERFORMANCE BOND (DRAFT)

ADVANCE PAYMENT (DRAFT)

FORM OF RELEASE (SPECIMEN)

MAINTENANCE CERTIFICATE (SPECIMEN)

EPC BD Azzawiya Vol I

PART 1 INVITATION TO BIDDER

EPC BD Azzawiya Vol I

EPC BD Azzawiya Vol I

Azzawiya Oil Harbour

EPC BD Azzawiya Vol I

EPC BD Azzawiya Vol I

PART 2 INSTRUCTIONS TO BIDDER

EPC BD Azzawiya Vol I

EPC BD Azzawiya Vol I

The purpose of these Instructions to Bidders is to establish the terms

The definitions in Part 6 General Conditions of Contract, Clause 1

These Instructions to Bidders will not form part of any Contract

These Instructions prescribe the procedures to be followed until the

By participating in the Bidding process for the Project, Bidders are

The Existing Facility

Azzawiya Oil Refining Company Inc (ARC), a subsidiary of the National

EPC BD Azzawiya Vol I

The refinery is equipped with a Marine Terminal which serves tankers

The existing Marine Terminal Facility has an annual throughput of

There is a small craft harbour within the precincts of the Azzawiya

The Objective of the Bid

Azzawiya Oil Refining Company Inc. (ARC) intends to expand the

EPC BD Azzawiya Vol I

associated petrochemical handling facilities, bunkering facilities,

Existing Berths No. 1&3 shall be retained and to be used as standby

The Azzawiya Oil Harbour Project shall be designed, procured and

EPC BD Azzawiya Vol I

Berth No. 6 for tankers with a capacity of 20,000 170,000 DWT

Berth No. 8 (pier) for Refinery equipment/materials.

viii) Requirements for marine plant including tugs and pollution

Administration Building comprising a control room and offices (NB:

Other Buildings, which shall be necessary for the Project.

Product Handling Facilities (Import & Export)

Crude Oil Handling System comprising two pipelines, 30 dia each

Light Products Handling System comprising two pipelines of

Base Oil Handling System comprising one pipeline 10 dia at Berth

Fire Fighting System connected to existing main Fire Fighting

Electrical, Instrumentation and Communication Systems (NB: The

EPC BD Azzawiya Vol I