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الشروط التجارية العامة لشركة نفط الجنوب

GENERAL TERMS AND CONDITIONS FOR 

PARTICIPATION IN INQUIRIES AND PROJECTS 

 

          ALL COMPANIES THAT DO NOT COMPLY WITH THE TERMS & CONDITIONS STATED HEREUNDER, THEIR OFFERS WILL BE NEGLECTED WITHOUT PRIOR NOTICE.

1-     THE FOLLOWING CONDITIONS ARE CONSIDERED TO BE GENERAL TERMS & CONDITIONS WHILE CONDITIONS THAT MENTIONED WITHIN BID DOCUMENTS ARE CONSIDERED TO BE SPECIAL CONDITIONS IF THERE WILL BE ANY CONTRADICTION OR DIFFERENCES, BID DOCUMENTS CONDITIONS WILL BE DEPENDED.

2-      COMPANY PROFILE:-

        IN  ORDER TO CONSIDER ANY COMPANY IN OUR INVITATIONS FOR TENDERS, COMPANY   PROFILE SHOULD INCLUDE THE FOLLOWING DOCUMENTS :

A-  AN UP-TO DATED REGISTRATION  CERTIFICATE INCLUDING  NET CAPITAL ,FIELD OF SPECIALIZATION  AND FINANCIAL  STATUS IS REQUIRED WHICH SHOULD BE AUTHENTICATED AND STAMPED BY CHAMBER OF COMMERCE AND MINISTRY OF FOREIGN AFFAIRS IN THE COUNTRY WHERE IT HAS BEEN ISSUED AND SHOULD BE AUTHENTICATED BY THE IRAQI EMBASSY THERE.

  B-  A BRIEF HISTORY REPORT  OF PREVIOUS  SIMILAR WORKS , IMPLEMENTATIONS  AND CONTRACTS  CARRIED OUT BY COMPANY AND MANUFACTURING  COMPANY DEALING WITH

 C-ORIGINAL LETTER OF AUTHORIZATION ISSUED BY MANUFACTURERS OR SERVICES AND MATERIALS SUPPLIERS, WHOSE PRODUCTS AND SERVICES MEET OUR COMPANY REQUIREMENTS, AUTHENTICATED BY MINISTRY OF FOREIGN AFFAIRS OF SUPPLIER/CONTRACTOR  COUNTRY .

 D -IF  THE  COMPANY HAS ANY OFFICES, AGENTS, REPRESENTATIVES OR SUBSIDIARY COMPANIES IN IRAQ, THEY SHOULD SUBMIT A TAX CLEARANCE CERTIFICATE ISSUED BY IRAQI GENERAL TAX DIRECTORATE/ COMPANIES DEPARTMENT, AND  FULL ADDRESS WITH PHONE NO. FOR THE REPRESENTATIVE IS REQUIRED

E- ISO CERTIFICATE AND/OR ANY OTHER CERTIFICATE ISSUED BY AN INTERNATIONALLY ACCREDITED CLASSIFICATION SOCIETY.

F- YOUR NET CAPITAL SHOULD BE NOT LESS THAN TWO BILLION IRAQI DINARS OR EQUIVALENT TO IT.

G- ALL FOREIGN COMPANIES, MANUFACTURERS/AND SUPPLIERS ARE BOUND TO DISPENSE WITH REGIONAL AGENCIES AND REPLACE THEM BY NATIONAL (IRAQI) TRADING AGENCIES THAT ARE REGISTRATED IN IRAQ IN ACCORDANCE WITH IRAQI LAW .

H- THE FOREIGN COMPANY OR THE ECONOMICAL CORPORATION WHICH HAS A CONSTANT ACTIVITY IN IRAQ OR CONTRACTED TO CONDUCT A CERTAIN PROJECT, SHALL PRESENT A WRITTEN NOTIFICATION TO COMPANIES REGISTER ONCE THEY MADE THE CONTRACT OR THE AGREEMENT RELEVANT TO THEIR ACTIVITY OR PROJECT. THIS DOESN`T INCLUDE THE COMPANIES OR THE CORPORATIONS CONTRACTED TO SUPPLY GOODS OR MATERIALS UNLESS THEY HAVE ACTUAL EXISTENCE IN IRAQ OR THE SUPPLYING AGREEMENT OR CONTRACT INCLUDES PROVIDING WHICHEVER KIND OF SERVICES.

3- DESTINATION: IF MODE OF TRANSPORTATION IS BY SEA THE DELIVERY TERM IN SUBMITTED OFFER HAS TO BE (CIP BASRAH VIA KHOR AL ZUBAIR PORT)

4-BID DOCUMENTS WILL BE BOUGHT IN THE FIXED PRICES SHOWN AT RECEPTION HALL OR THROUGH OUR WEB SITE AT SPECIFIED CLOSING DATE.

   5- THE PARTICIPANT SHOULD SUBMIT FOUR ENVELOPS CONTAINING THE  FOLLOWING:-

   1- FIRST ENVELOPE SHOULD CONTAIN TECHNICAL OFFER (HARD AND ELECTRONIC COPY)

  2-SECOND ENVELOPE SHOULD CONTAIN COMMERCIAL OFFER

          3- THIRD ENVELOPE SHOULD CONTAIN BID BOND, THE SUPPLIERS/CONTRACTORS SHOULD ISSUE A BID BOND OF 1% OF THE TOTAL AMOUNT OF SUBMITTED PRICES , IN FAVOR OF SOC AND FOR A PERIOD OF THREE MONTHS AND TO BE EXTENDED UP TO SIX MONTHS IF NEEDED, OTHERWISE OFFERS WILL BE NEGLECTED. IT SHOULD BE IN A FORM OF A BANK GUARANTEE OR A CERTIFIED CHECK IN IRAQI CURRENCY WHICH SHOULD BE ISSUED BY ANY IRAQI BANK OR TO BE PAID IN CASH DIRECTLY TO OUR ACOUNT. BID BOND CURRENCY AMOUNTS SHOULD BE IN THE SAME CURRENCY OF THE SUBMITTED OFFER.

 

A-BANK GUARANTEES ISSUED BY THE FOLLOWING BANKS ARE NOT ACCEPTED:-

-BASRAH INTERNATIONAL INVESTMENT BANK.

-AL WARKAA FOR INVESTMENT BANK.

B-BANK GUARANTEES ISSUED IN THE NAME OF INDIVIDUALS (PERSONS) ARE NOT ACCEPTED.

C- ALL PARTICIPANTS SHOULD ADVISE (TBI) THROUGH THEIR CORRESPONDENT BANKS THE NAME OF THE AUTHORIZED PERSON AND NUMBER OF HIS (I.D) TO RECEIVE THE (1%) BID BOND FOR PARTICIPATION TO AVOID CONFUSION.

4- FOURTH  ENVELOP SHOULD CONTAIN ENQUIRY DOCUMENT PURCHASING  RECIEPT, UPDATE CERTIFCATE ESTABLISHMENT, INCLUDING NET CAPITAL  NOT LESS THAN (1.700.000 $)  AUTHENTICATED BY MINISTRY OF FOREIGN AFFAIRS, AND IRAQI EMBASSY IN THE COUNTRY OF THE COMPANY SUPPORTED WITH A LIST OF PREVIOUSLY SIMILAR WORKS OR  CONTRACTS  HAVE BEEN ACHIEVED BY THE COMPANY. 

6- BID DOCUMENTS FEES IS CONSIDERDED TO BE NON-RE-FUNDABLE.

 7- OFFERS SHOULD INCLUDE:-

A-FULL ADDRESS::- COUNTRY , CITY , DISTRICT , STREET , BUILDING AND FLOOR NUMBER (IF AVAILABLE).

B- VALIDITY SHOULD NOT BE LESS THAN (120) DAYS STARTING FROM CLOSING DATE.

C-DELIVERY PERIOD.; THIS  PERIOD WILL BE ENUMERATED AFTER THE RECEIPT AND ACCEPTANCE OF THE OPERATIVE IRREVOCABLE  L/C BY THE CONTRACTOR BANK  .

DELIVERY OR EXECUTION OF WORKS PERIOD SHOULD BE STATED IN DAYS.

D-ADVISING BANK FULL ADDRESS FOR THE COMPANY AND ADVISING BANK`S ADDRESS SHOWING:, CITY , DISTRICT , STREET , BUILDING AND FLOOR NUMBER (IF AVAILABLE), ACCOUNT N  AND SWIFT CODE.

E- PORT OF SHIPMENT, ROUTE OF SHIPMENT, ENTRY POINT TO IRAQ & COUNTRY OF ORIGIN. 

F- OFFERS SENT BY DHL OR REGISTERATED MAIL BEFORE CLOSING DATE ARE ACCEPTED.

8-      OFFERS TO BE DEPOSIT IN SPECIFIED TENDER BOXES WHICH ARE SITUATED AT (RECEPTION).OF OUR COMPANY H.Q.

9-TECH.SPEC. MAY BE SUBJECTED TO CANCELLATION BY S.O.C WITHOUT PRIOR NOTIFICATION.

10- ANY REQUESTS  REGARDING ANY OF THE FOLLOWING AFTER ENQUIRY`S AWARDING ARE NOT ACCEPTED:-

     A- PRICES NEGOTIATION.

B- CHANGING ORIGIN OF MATERIALS.

C- CHANGING COMPANY NAME.

11-PARTIAL AWARDING ON QUOTATION, SUPPLIER/CONTRACTOR ARE REQUESTED TO STATE THEIR ACCEPTANCE OF (PARTIAL) AWARDING OR NOT

12-SUPPLIER WHOM ENQUIRY WAS AWARDED TO  MUST BEAR  ANNOUNCEMENT COST

GENERAL TERMS AND CONDITIONS FOR SUPPLY OF GOODS CONTRACTS :

 1- FRAUD AND CORRUPTION

.1-1-     IF THE PURCHASER DETERMINES THAT THE SUPPLIER HAS ENGAGED IN CORRUPT, FRAUDULENT, COLLUSIVE, COERCIVE OR OBSTRUCTIVE PRACTICES, IN COMPETING FOR OR IN EXECUTING THE CONTRACT, THEN THE PURCHASER MAY, AFTER GIVING 14 DAYS NOTICE TO THE SUPPLIER, TERMINATE THE SUPPLIER`S EMPLOYMENT UNDER THE CONTRACT AND CANCEL THE CONTRACT, AND THE PROVISIONS OF CLAUSE 37 SHALL APPLY AS IF SUCH EXPULSION HAD BEEN MADE UNDER SUB-CLAUSE   37-1

(A)       FOR THE PURPOSES OF THIS SUB-CLAUSE:

(I)        “CORRUPT PRACTICE”7 IS THE OFFERING, GIVING, RECEIVING OR SOLICITING, DIRECTLY OR INDIRECTLY, OF ANYTHING OF VALUE TO INFLUENCE IMPROPERLY THE ACTIONS OF ANOTHER PARTY;

(II)       “FRAUDULENT PRACTICE”8 IS ANY ACT OR OMISSION, INCLUDING A MISREPRESENTATION, THAT KNOWINGLY OR RECKLESSLY MISLEADS, OR ATTEMPTS TO MISLEAD, A PARTY TO OBTAIN A FINANCIAL OR OTHER BENEFIT OR TO AVOID AN OBLIGATION;

(III)      “COLLUSIVE PRACTICE”9 IS AN ARRANGEMENT BETWEEN TWO OR MORE PARTIES DESIGNED TO ACHIEVE AN IMPROPER PURPOSE, INCLUDING TO INFLUENCE IMPROPERLY THE ACTIONS OF ANOTHER PARTY;

(IV)      “COERCIVE PRACTICE”10 IS IMPAIRING OR HARMING, OR THREATENING TO IMPAIR OR HARM, DIRECTLY OR INDIRECTLY, ANY PARTY OR THE PROPERTY OF THE PARTY TO INFLUENCE IMPROPERLY THE ACTIONS OF A PARTY;

(V)       “OBSTRUCTIVE PRACTICE” IS:

(AA)     DELIBERATELY DESTROYING, FALSIFYING, ALTERING OR CONCEALING OF EVIDENCE MATERIAL TO THE INVESTIGATION OR MAKING FALSE STATEMENTS TO INVESTIGATORS IN ORDER TO MATERIALLY IMPEDE AN INVESTIGATION INTO ALLEGATIONS OF A CORRUPT, FRAUDULENT, COERCIVE OR COLLUSIVE PRACTICE; AND/OR THREATENING, HARASSING OR INTIMIDATING ANY PARTY TO PREVENT IT FROM DISCLOSING ITS KNOWLEDGE OF MATTERS RELEVANT TO THE INVESTIGATION OR FROM PURSUING THE INVESTIGATION; OR

BB)      ACTS INTENDED TO MATERIALLY IMPEDE THE EXERCISE OF THE PURCHASER INSPECTION AND AUDIT RIGHTS PROVIDED FOR UNDER CLAUSE 7 [INSPECTIONS AND AUDITS BY THE  PURCHASER ].

1.2       SHOULD ANY EMPLOYEE OF THE SUPPLIER BE DETERMINED TO HAVE ENGAGED IN CORRUPT, FRAUDULENT, COLLUSIVE, COERCIVE, OR OBSTRUCTIVE PRACTICE DURING THE PURCHASE OF THE GOODS, THEN THAT EMPLOYEE SHALL BE REMOVED.

2-.INTERPRETATION

2.1       IF THE CONTEXT SO REQUIRES IT, SINGULAR MEANS PLURAL AND VICE VERSA.

2.2       INCOTERMS:

(A)   UNLESS INCONSISTENT WITH ANY PROVISION OF THE CONTRACT, THE MEANING OF ANY TRADE TERM AND THE RIGHTS AND OBLIGATIONS OF PARTIES THERE UNDER SHALL BE AS PRESCRIBED BY INCOTERMS.

(B)       THE TERMS (CIP) WHEN USED, SHALL BE GOVERNED BY THE RULES PRESCRIBED IN THE CURRENT EDITION OF INCOTERMS PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE IN PARIS, FRANCE.

2.3       ENTIRE AGREEMENT:  

            THE CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PURCHASER AND THE SUPPLIER AND SUPERSEDES ALL COMMUNICATIONS, NEGOTIATIONS AND AGREEMENTS (WHETHER WRITTEN OR ORAL) OF THE PARTIES WITH RESPECT THERETO MADE PRIOR TO THE DATE OF CONTRACT.

2-4       AMENDMENT:

            NO AMENDMENT OR OTHER VARIATION OF THE CONTRACT SHALL BE VALID UNLESS IT IS IN WRITING, IS DATED, EXPRESSLY REFERS TO THE CONTRACT, AND IS SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF EACH PARTY THERETO.

2-5       NON-WAIVER:

(A)       SUBJECT TO GCC SUB-CLAUSE 2-5(B) BELOW, NO RELAXATION, FORBEARANCE, , OR INDULGENCE BY EITHER PARTY IN ENFORCING ANY OF THE TERMS AND CONDITIONS OF THE CONTRACT OR THE GRANTING OF TIME BY EITHER PARTY TO THE OTHER SHALL PREJUDICE, AFFECT, OR RESTRICT THE RIGHTS OF THAT PARTY UNDER THE CONTRACT, NEITHER SHALL ANY WAIVER BY EITHER PARTY OF ANY BREACH OF CONTRACT OPERATE AS WAIVER OF ANY SUBSEQUENT OR CONTINUING BREACH OF CONTRACT.

(B)       ANY WAIVER OF A PARTY’S RIGHTS, POWERS, OR REMEDIES UNDER THE CONTRACT MUST BE IN WRITING, DATED, AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTY GRANTING SUCH WAIVER, AND MUST SPECIFY THE RIGHT AND THE EXTENT TO WHICH IT IS BEING WAIVED.

2-6 SEVERABILITY:

            IF ANY PROVISION OR CONDITION OF THE CONTRACT IS PROHIBITED OR RENDERED INVALID OR UNENFORCEABLE, SUCH PROHIBITION, INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISIONS AND CONDITIONS OF THE CONTRACT.

3.   LANGUAGE

3.1       THE CONTRACT AS WELL AS ALL CORRESPONDENCE AND DOCUMENTS RELATING TO THE CONTRACT EXCHANGED BY THE SUPPLIER AND THE PURCHASER, SHALL BE WRITTEN IN THE LANGUAGE SPECIFIED IN THE SPECIAL  CONTRACT  CONDITION  ( .  SUPPORTING DOCUMENTS AND PRINTED LITERATURE THAT ARE PART OF THE CONTRACT MAY BE IN ANOTHER LANGUAGE PROVIDED THEY ARE ACCOMPANIED BY AN ACCURATE TRANSLATION OF THE RELEVANT PASSAGES IN THE LANGUAGE SPECIFIED, IN WHICH CASE, FOR PURPOSES OF INTERPRETATION OF THE CONTRACT, THIS TRANSLATION SHALL GOVERN.

3.2       THE SUPPLIER SHALL BEAR ALL COSTS OF TRANSLATION TO THE GOVERNING LANGUAGE AND ALL RISKS OF THE ACCURACY OF SUCH TRANSLATION, FOR DOCUMENTS PROVIDED BY THE SUPPLIER.

4-JOINT VENTURE, CONSORTIUM OR ASSOCIATION     

IF THE SUPPLIER IS A JOINT VENTURE, CONSORTIUM, OR ASSOCIATION, ALL OF THE PARTIES SHALL BE JOINTLY AND SEVERALLY LIABLE TO THE PURCHASER FOR THE FULFILLMENT OF THE PROVISIONS OF THE CONTRACT AND SHALL DESIGNATE ONE PARTY TO ACT AS A LEADER WITH AUTHORITY TO BIND THE JOINT VENTURE, CONSORTIUM, OR ASSOCIATION. THE COM OR THE CONSTITUTION OF THE JOINT VENTURE, CONSORTIUM, OR ASSOCIATION SHALL NOT BE ALTERED WITHOUT THE PRIOR CONSENT OF THE PURCHASER.

5-.ELIGIBILITY

5.1       THE SUPPLIER AND ITS SUBCONTRACTORS SHALL HAVE THE NATIONALITY OF AN ELIGIBLE COUNTRY. A SUPPLIER OR SUBCONTRACTOR SHALL BE DEEMED TO HAVE THE NATIONALITY OF A COUNTRY IF IT IS A CITIZEN OR CONSTITUTED, INCORPORATED, OR REGISTERED, AND OPERATES IN CONFORMITY WITH THE PROVISIONS OF THE LAWS OF THAT COUNTRY.

5-2       ALL GOODS AND RELATED SERVICES TO BE SUPPLIED UNDER THE CONTRACT AND FINANCED BY THE EMPLOYER SHALL HAVE THEIR ORIGIN IN ELIGIBLE COUNTRIES. FOR THE PURPOSE OF THIS CLAUSE, ORIGIN MEANS THE COUNTRY WHERE THE GOODS HAVE BEEN GROWN, MINED, CULTIVATED, PRODUCED, MANUFACTURED, OR PROCESSED; OR THROUGH MANUFACTURE, PROCESSING  WHILE  THE ASSEMBLED  ME TRIALS SHOULD HAVE THE SAME QUALITY AND  ORIGIN   .

6-.NOTICES

6-.1      ANY NOTICE GIVEN BY ONE PARTY TO THE OTHER PURSUANT TO THE CONTRACT SHALL BE IN WRITING TO THE ADDRESS SPECIFIED IN THE  SCC.  THE TERM “IN WRITING” MEANS COMMUNICATED IN WRITTEN FORM WITH PROOF OF RECEIPT.

6-.2      A NOTICE SHALL BE EFFECTIVE WHEN DELIVERED OR ON THE NOTICE’S EFFECTIVE DATE, WHICHEVER IS LATER.

  7-SCOPE OF SUPPLY

  THE GOODS AND RELATED SERVICES TO BE SUPPLIED SHALL BE AS SPECIFIED IN THE SCHEDULE OF REQUIREMENTS.

8-DELIVERY AND DOCUMENT

            THE DELIVERY OF THE GOODS AND COMPLETION OF THE RELATED SERVICES SHALL BE IN ACCORDANCE WITH THE DELIVERY AND COMPLETION SCHEDULE SPECIFIED IN THE SCHEDULE OF REQUIREMENTS. 

 - ALL OIL MATERIALS / EQUIPMENTS SHOULD BE SUPPLIED VIA IRAQI PORTS. DEADLINE FOR ENTRANCE THROUGH SAFWAN ENTRY POINT WILL BE ON 01-06-2012.

9.SUPPLIER’S RESPONSIBILITY

  THE SUPPLIER SHALL SUPPLY ALL THE GOODS AND RELATED SERVICES INCLUDED IN THE SCOPE OF SUPPLY IN ACCORDANCE WITH  CLAUSE8, AND THE DELIVERY AND COMPLETION SCHEDULE, AS PER CLAUSE  (9).

10  - PAYMENT TERMS:

PAYMENT TERMS WILL BE EFFECTED THROUGH IRREVOCABLE (LETTER OF CREDIT) AS FOLLOWS:-

A- DIRECT SALES CONTRACTS:-

1- (70% FOR SUPPLIERS`)

   (80% FOR MANUFACTURERS)

OF CONTRACT VALUE OR SHIPMENT VALUE IN CASE OF PARTIAL  SHIPMENT PAYABLE UPON SHIPPING AND SUBMITTING OF THE REQUIRED SHIPPING DOCUMENTS STATED IN SUB – ARTICLE (…..) OF ECC.

        2- (30% FOR SUPPLIERS`)

            (20% FOR MANUFACTURERS)

           OF CONTRACT  VALUE OR SHIPMENT VALUE IN CASE OF PARTIAL SHIPMENT PAYABLE AFTER ARRIVAL OF SHIPMENT TO THE FINAL DESTINATION AND UPON SUBMISSION  OF A CERTIFICATE OF CHECKING AND CONFORMITY ISSUED BY THE PURCHASER (SOC) CONFIRMING RECEIPT AND ACCEPTANCE OF THE SHIPMENT . THE AMOUNT SHALL BE RELEASED AGAINST PAYMENT NOTIFICATION FROM THE PURCHASER TO THE BANK.

NOTE:-  SOUTH OIL COMPANY HAS THE RIGHT DECREASE THE  ABOVE MENTIONED PAYMENT    PERCENTAGE   IF   THE CONTRACT HAS COMPLEMENTARY   WORKS SUCH AS ( COMMISSIONING AND INSTALLATION) .

  B-SERVICE CONTRACT:-

TERMS OF PAYMENT FOR (SERVICE CONTRACTS) WILL BE (SPECIAL) A CCORDING TO CONTRACT NATURE AND THE WORK TO BE ACHIEVED AND BOTH PARTIES AGREEMENT.

11-     PERFORMANCE BOND:

11-1 BEFORE SIGNING THE  P.O/CONTRACT THE SUPPLIER /C0NTRACTOR SHOULD SUBMIT TO SOC    AN UNCONDITIONAL PERFORMANCE BOND EQUIVALENT TO 5% OF TOTAL AMOUNT OF THE (P/O / CONTRACT). IN A FORM OF A BANK GUARANTEE EXCLUSIVELY THROUGH TRADE BANK OF IRAQ (TBI) OR ANY IRAQI BANK OR DEPOSIT THE REQUIRED AMOUNT IN SOC CURRENT ACCOUNT NUMBER 505 IN (AL RAFIDAIN BANK-BASRAH/2). IT SHALL    REMAIN VALID AND NOT BE RELEASED UNTIL THE SUPPLIER/ CONTRACTOR COMPLETES DELIVERY OF ALL MATERIALS TO THE FINAL DESTINATION IN IRAQ  AND FULFILLS ALL HIS OBLIGATIONS UNDER THE P/O / CONTRACT AND SETTLEMENT OF THE FINAL ACCOUNTS, BUT NO LATER THAN (3 MONTHS) FROM THE DATE OF SOC ACCEPTANCE.


11-2     THE PROCEEDS OF THE PERFORMANCE  BOND SHALL BE PAYABLE TO THE PURCHASER AS COMPENSATION FOR ANY LOSS RESULTING FROM THE SUPPLIER’S FAILURE TO COMPLETE ITS OBLIGATIONS UNDER THE CONTRACT.

11.3     , THE PERFORMANCE  BOND , IF REQUIRED, SHALL BE IN ONE OF THE FORMAT STIPULATED BY THE PURCHASER IN THE SCC, OR IN ANOTHER FORMAT ACCEPTABLE TO THE PURCHASER..

12- COPY RIGHT

            THE COPYRIGHT IN ALL DRAWINGS, DOCUMENTS, AND OTHER MATERIALS CONTAINING DATA AND INFORMATION FURNISHED TO THE PURCHASER BY THE SUPPLIER HEREIN SHALL REMAIN VESTED IN THE SUPPLIER, OR, IF THEY ARE FURNISHED TO THE PURCHASER DIRECTLY OR THROUGH THE SUPPLIER BY ANY THIRD PARTY, INCLUDING SUPPLIERS OF MATERIALS, THE COPYRIGHT IN SUCH MATERIALS SHALL REMAIN VESTED IN SUCH THIRD PARTY.

13-CONFIDENTIAL INFORMATION

13.1     THE PURCHASER AND THE SUPPLIER SHALL KEEP CONFIDENTIAL AND SHALL NOT, WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY HERETO, DIVULGE TO ANY THIRD PARTY ANY DOCUMENTS, DATA, OR OTHER INFORMATION FURNISHED DIRECTLY OR INDIRECTLY BY THE OTHER PARTY HERETO IN CONNECTION WITH THE CONTRACT, WHETHER SUCH INFORMATION HAS BEEN FURNISHED PRIOR TO, DURING OR FOLLOWING COMPLETION OR TERMINATION OF THE CONTRACT.  NOTWITHSTANDING THE ABOVE, THE SUPPLIER MAY FURNISH TO ITS SUBCONTRACTOR SUCH DOCUMENTS, DATA, AND OTHER INFORMATION IT RECEIVES FROM THE PURCHASER TO THE EXTENT REQUIRED FOR THE SUBCONTRACTOR TO PERFORM ITS WORK UNDER THE CONTRACT, IN WHICH EVENT THE SUPPLIER SHALL OBTAIN FROM SUCH SUBCONTRACTOR AN UNDERTAKING OF CONFIDENTIALITY SIMILAR TO THAT IMPOSED ON THE SUPPLIER UNDER CLAUSE  15.

13.2     THE PURCHASER SHALL NOT USE SUCH DOCUMENTS, DATA, AND OTHER INFORMATION RECEIVED FROM THE SUPPLIER FOR ANY PURPOSES UNRELATED TO THE CONTRACT.  SIMILARLY, THE SUPPLIER SHALL NOT USE SUCH DOCUMENTS, DATA, AND OTHER INFORMATION RECEIVED FROM THE PURCHASER FOR ANY PURPOSE OTHER THAN THE PERFORMANCE OF THE CONTRACT.

13.3     THE OBLIGATION OF A PARTY UNDER GCC SUB-CLAUSES15.1 AND14.1 ABOVE, HOWEVER, SHALL NOT APPLY TO INFORMATION THAT:

(A)       THE PURCHASER OR SUPPLIER NEED TO SHARE WITH THE BANK OR OTHER INSTITUTIONS PARTICIPATING IN THE FINANCING OF THE CONTRACT;

(B)       NOW OR HEREAFTER ENTERS THE PUBLIC DOMAIN THROUGH NO FAULT OF THAT PARTY;

(C)       CAN BE PROVEN TO HAVE BEEN POSSESSED BY THAT PARTY AT THE TIME OF DISCLOSURE AND WHICH WAS NOT PREVIOUSLY OBTAINED, DIRECTLY OR INDIRECTLY, FROM THE OTHER PARTY; OR

(D)       OTHERWISE LAWFULLY BECOMES AVAILABLE TO THAT PARTY FROM A THIRD PARTY THAT HAS NO OBLIGATION OF CONFIDENTIALITY.

13.4     THE ABOVE PROVISIONS OF GCC CLAUSE 14 SHALL NOT IN ANY WAY MODIFY ANY UNDERTAKING OF CONFIDENTIALITY GIVEN BY EITHER OF THE PARTIES HERETO PRIOR TO THE DATE OF THE CONTRACT IN RESPECT OF THE SUPPLY OR ANY PART THEREOF.

13.5     THE PROVISIONS OF GCC CLAUSE 15 SHALL SURVIVE COMPLETION OR TERMINATION, FOR WHATEVER REASON, OF THE CONTRACT.

 

14.SUBCONTRACTING

14.1     THE SUPPLIER SHALL NOTIFY THE PURCHASER IN WRITING OF ALL SUBCONTRACTS AWARDED UNDER THE CONTRACT IF NOT ALREADY SPECIFIED IN THE BID. SUCH NOTIFICATION, IN THE ORIGINAL BID OR LATER SHALL NOT RELIEVE THE SUPPLIER FROM ANY OF ITS OBLIGATIONS, DUTIES, RESPONSIBILITIES, OR LIABILITY UNDER THE CONTRACT.

14.2     SUBCONTRACTS SHALL COMPLY WITH THE PROVISIONS OF CLAUSE 1 AND. 

 15-SPECIFICATIONS AND STANDARDS

            TECHNICAL SPECIFICATIONS AND DRAWINGS

(A)       THE GOODS AND RELATED SERVICES SUPPLIED UNDER CONTRACT SHALL CONFORM TO THE TECHNICAL SPECIFICATIONS AND STANDARDS MENTIONED IN SCHEDULE OF REQUIREMENTS AND, WHEN NO APPLICABLE STANDARD IS MENTIONED, THE STANDARD SHALL BE EQUIVALENT OR SUPERIOR TO THE OFFICIAL STANDARDS WHOSE APPLICATION IS APPROPRIATE TO THE GOODS’ COUNTRY OF ORIGIN.

(B)       THE SUPPLIER SHALL BE ENTITLED TO DISCLAIM RESPONSIBILITY FOR ANY DESIGN, DATA, DRAWING, SPECIFICATION OR OTHER DOCUMENT, OR ANY MODIFICATION THEREOF PROVIDED OR DESIGNED BY OR ON BEHALF OF THE PURCHASER, BY GIVING A NOTICE OF SUCH DISCLAIMER TO THE PURCHASER.

(C)       WHEREVER REFERENCES ARE MADE IN THE CONTRACT TO CODES AND STANDARDS IN ACCORDANCE WITH WHICH IT SHALL BE EXECUTED, THE EDITION OR THE REVISED VERSION OF SUCH CODES AND STANDARDS SHALL BE THOSE SPECIFIED IN THE SCHEDULE OF REQUIREMENTS. DURING CONTRACT EXECUTION, ANY CHANGES IN ANY SUCH CODES AND STANDARDS SHALL BE APPLIED ONLY AFTER APPROVAL BY THE PURCHASER AND SHALL BE TREATED IN ACCORDANCE WITH CLAUSE 1.

16-ACCEPTANCE: BY ACCEPTANCE OF THE PURCHASE ORDER/CONTRACT,  SUPPLIER/CONTRACTOR  HAS AGREED THAT THE     PRICES CONTAINED HEREIN ARE FIRM.

17- ED  PENALTIES:

SUPPLIER/CONTRACTOR HAS TO PAY A PENALTY FOR EACH DAY ACCORDING TO THE FOLLOWING EQUATION WHICH SHOULD NOT EXCEED (10%) OF THE TOTAL AMOUNT OF P.O/ CONTRACT  :-

A-IN CASE THE MATERIALS IN ONE SHIPMENT:-

TOTAL AMOUNT OF P/O ×10 %  =  PENALTY PER DAY

DELIVERY PERIOD BY DAY

B- IN CASE OF PARTIAL SHIPMENT:-

AMOUNT OF ED SHIPMENT ×10 %  =  PENALTY PER DAY

DELIVERY PERIOD BY DAY

OTHERWISE THE SUPPLIER/CONTRACTOR  WILL BE NOTIFIED. IF SHOWS NO ADHERENCE TO HIS OBLIGATION, PERFORMANCE BOND WILL BE SEIZED AND THE P/O/CONTRACT  WILL BE FULFILLED ON HIS ACCOUNT. DUE TO CAUSES BEYOND CONTROL (FORCE MAJEURE) WILL NOT BE LIABLE TO PENALTIES PROVIDED THAT SUCH CAUSES HAD BEEN IMMEDIATELY NOTIFIED BY FAX , E- MAIL OR REGISTRATED MAIL & APPROVED BY CLIENT . PAYMENT OF THESE PENALTIES BY SUPPLIER /CONTRACTOR  SHALL BE THE SOC, SOLE REMEDY FOR SUPPLIER/CONTRACTOR  FAILURE TO DELIVER THE MATERIALS IN TIME BUT SHALL NOT RELIEVE SUPPLIER FROM ITS OTHER OBLIGATIONS UNDER THE PURCHASE ORDER/CONTRACT .

18--  INSPECTION AND TERMS:  ALL MATERIALS OR EQUIPMENT ORDERED WILL BE SUBJECTED TO FINAL INSPECTION AND APPROVAL AT FINAL DESTINATION.

19- ASSIGNMENT:  THE PURCHASE ORDER/ CONTRACT IS NOT ASSIGNABLE IN WHOLE OR IN PART WITHOUT THE S.O.C.   WRITTEN APPROVAL.

20-BANK CHARGES :

ALL BANKING CHURCHES OUTSIDE  IRAQ ARE ON THE BENEFICIARY`S ACCOUNT, AND ALL BANKING CHARGES INSIDE IRAQ ON  APPLICANT ACCOUNT, EXCEPT CONFIRMATION, EXTENSION , AND L/C AMENDMENT ARE ON  BENEFICIARY`S ACCOUNT

21 -LETTER OF CREDIT ;

PAYMENT WILL BE EFFECTIVE THROUGH OPENING AN IRREVOCABLE L/C.

22- DOCUMENTS:

(ONE) ORIGINAL OF THE FOLLOWING DOCUMENTS SHOULD BE SENT TO OUR COMPANY AT LEAST (10) DAYS PRIOR TO MATERIALS ARRAVIAL TO ENTRY POINT FOR CUSTOMS AND CLERANCE PURPOSES.

- COMMERCIAL INVOICES

- BILL OF LADING / CMR / AIRWAY BILL.

- PACKING LIST.

   -  INSURANCE CERTIFICATE.

-  CERTIFICATE OF ORIGIN.

- MILL TEST CERTIFICATE (S) & THIRD PARTY INSPECTION CERTIFICATE OF THE SUPPLIED MATERIALS IS REQUIRED.

- CERTIFICATES OF ORIGIN AND COMMERCIAL INVOICES SHOULD BE AUTHENTICATED BY THE IRAQI EMBASSIES / COMMERCIAL ATTACHE/ FOR FOREIGN SUPPLIERS SHIPMENT, EXCEPT CERTIFICATE OF ORIGIN ISSUED BY (MEMBERS OF ARAB ECONOMIC UNITY) CERTIFICATE BY AN  OFFICIAL  AUTHORITY IN THE COUNTRY OF ORIGIN .

   -_ALL SUPPLIERS/ CONTRACTORS  SHOULD NOTIFY SOUTH OIL COMPANY OF THE MATERIALS  DELIVERY DATE TO IRAQ AND SUBMIT COPIES OF ALL RELEVANT SHIPPING DOCUMENTS WITH A LETTER  ISSUED BY THE ADVISING BANK TO CONFIRM DATE OF RECEIVING THOSE DOCUMENTS, TO    ENABLE SOUTH OIL COMPANY TO FOLLOW UP RECEIPT OF THE AFOREMENTIONED ORIGINAL SHIPPING DOCUMENTS FROM TRADE BANK OF IRAQ AND / OR OTHER CONCERNED IRAQ PRIVATE BANKS BEFORE MATERIALS ARRIVAL AT PORT OF DESTINATION IN IRAQ TO SECURE THEIR SWIFT CLEARANCE ONCE THEY ARRIVE. FAILURE TO COMPLY WITH A/M REQUIREMENT WILL MAKE THE SUPPLIES LIABLE TO ALL EXPENSES AND DUTIES ARISE FROM THE OF THE MATERIALS CLEARANCE AND CONSEQUENTLY WILL BE DEDUCTED FROM THEIR PROCEEDS

- WHEN ENQ AWARDED SUPPLIER SHOULD SUBMIT ANY PROVE CERTIFYING THE BLOCKING OF THE RATION CARD.

23-SHIPMENT INSTRUCTIONS:

A- THE BILL OF LADING SHOULD INDICATE COUNTRY OF REGISTRATION OF THE VESSEL AS WELL AS THE PORT OF CALL OF THE VESSEL UP TO THE DELIVERY.

B- WE PREFER SHIPMENT TO BE EFFECTED THROUGH IRAQI GOVERNMENT (LAND, SEA AND AIR) LINES AND THROUGH (UNITED ARAB SHIPPING COMPANY)

C- IN CASE OF SEA SHIPMENT, VESSELS SHOULD BE NO MORE THAN 15 YEARS OF AGE.

D- IN ORDER TO FACILITATE CLEARING AND RECEIVING CONSIGNMENTS, THE BILL OF LADING SHOULD INCLUDE THE FOLLOWING: ((SHIPMENTS SHOULD BE RELEASED AGAINST WRITTEN PLEDGE BY SOC TO HAND THE ORIGINAL  SHIPPING DOCUMENTS TO THE CARRIER AS SOON AS RECEIVED BY  SOC ))

E- THE NAME OF THE PURCHASER (END USER) (SOUTH OIL COMPANY) SHOULD BE CLEARLY STATED ON ALL SHIPPING DOCUMENTS

F- MATERIALS SHOULD BE RELEASED BY CARRIER AS SOON AS THEY ARRIVE TO THE FINAL   DESTINATION ACCORDING TO REGULATIONS WHICH STATED THAT (MATERIALS FOR THE BENEFIT OF IRAQI GOVERNMENT SHOULD BE RELEASED AT ONCE). AND WITHOUT THE ORIGINAL BILL OF LOADING IN CASE OF ING OF IT`S RECEIVING FROM THE   ADVISING BANKS. OTHERWISE ALL THE GRAND FEES WILL BE ACCOUNTED ON   MATERIALS RESULTED FROM ING WILL BE ON THE SUPPLYING /CONTRACTING COMPANIES.

G-THE RESPONSIBILITY OF THE CARRIER STARTS FROM THE MOMENT THE CONSIGNMENT BEING UNDER HIS CUSTODY AND ENDS AT THE CONSIGNMENT DELIVERY TO CONIGNEE OR PUT IT UNDER HIS CONTROL AT FINAL DISTINATION ACCORDING TO THE CONTRACT OR HANDING IT OVER TO AN AUTHORIZED PARTY BASED ON A JOINT REPORT.

H- THE SUPLLIER SHOULD PROVIDE THE PURCHASE (SOC) WITH A THIRD PARTY INSPECTION CERTIFICATED EXCLUSIVLY ISSUED FROM THE FOLLOWING INSPECTION COMPANIES:-

  1. BUREAU VERITAS / FRANCH CO.

I-THE CONTAINERS USED IN PACKING OF MATERIALS SHOULD BE THE PROPERTY OF THE IMPORTER ( SOC).

I-SUPPLIERS ARE REQUESTED TO ENSURE  THAT DRILLING MATERIALS SAMPLES SENT FOR TEST PURPOSE ARE PACKED IN NYLON BAGS AND CASED IN TIGHTLY SEALED PLASTIC CONTAINERS AND ALL REQUIRED INFORMATION IS TO BE FIXED ON THE CONTAINERS IN PERMENANT WRITING THAT WILL NOT ERASE IN HANDLING .MINIMUM TEST SAMPLE QUANTITY  SHOULD BE NOT LESS THAN 500g.

 

   24- PACKING

 24-1       THE   SUPPLIER SHALL PROVIDE SUCH PACKING OF THE GOODS AS IS REQUIRED TO PREVENT THEIR DAMAGE OR DETERIORATION DURING TRANSIT TO THEIR FINAL DESTINATION, AS INDICATED IN THE CONTRACT.  DURING TRANSIT, THE PACKING SHALL BE SUFFICIENT TO WITHSTAND, WITHOUT LIMITATION, ROUGH HANDLING AND EXPOSURE TO EXTREME TEMPERATURES, SALT AND PRECIPITATION, AND OPEN STORAGE.  PACKING CASE SIZE AND WEIGHTS SHALL TAKE INTO CONSIDERATION, WHERE APPROPRIATE, THE REMOTENESS OF THE GOODS’ FINAL DESTINATION AND THE ABSENCE OF HEAVY HANDLING FACILITIES AT ALL POINTS IN TRANSIT.

24-2     THE PACKING, MARKING, AND DOCUMENTATION WITHIN AND OUTSIDE THE PACKAGES SHALL COMPLY STRICTLY WITH SUCH SPECIAL REQUIREMENTS AS SHALL BE EXPRESSLY PROVIDED FOR IN THE CONTRACT, INCLUDING ADDITIONAL REQUIREMENTS, AND ANY OTHER INSTRUCTIONS ORDERED BY THE PURCHASER .

     24-3   WOODEN PACKING OF SUPPLIED MATERIALS AND EQUIPMENTS SHOULD BE CLEARED FROM   BANK AND TREATED BY HEAT ,VAPOR AND SATURATED BY CHEMICAL   PRESSURE AS WELL AS TO BE MARKED WITH A FIXED READABLE AND CLEAR MARK TO INDICATE THAT THIS WOOD IS TREATED BY ONE OF THESE FORESAID WAYS.                    

25-SETTLEMENT OF DISPUTES :

25-1     AMICABLE   SETTLEMENT.

  THE PURCHASER AND THE SUPPLIER SHALL MAKE EVERY EFFORT TO RESOLVE AMICABLY BY DIRECT INFORMAL NEGOTIATION ANY DISAGREEMENT OR DISPUTE ARISING BETWEEN THEM UNDER OR IN CONNECTION WITH THE CONTRACT.

25-2     ARBITRATION:.

IF, AFTER TWENTY-EIGHT (28) DAYS, THE PARTIES HAVE FAILED TO RESOLVE THEIR DISPUTE OR DIFFERENCE BY SUCH MUTUAL CONSULTATION, THEN EITHER THE PURCHASER OR THE SUPPLIER MAY GIVE NOTICE TO THE OTHER PARTY OF ITS INTENTION TO COMMENCE ARBITRATION, AS HEREINAFTER PROVIDED, AS TO THE MATTER IN DISPUTE, AND NO ARBITRATION IN RESPECT OF THIS MATTER MAY BE COMMENCED UNLESS SUCH NOTICE IS GIVEN. ANY DISPUTE OR DIFFERENCE IN RESPECT OF WHICH A NOTICE OF INTENTION TO COMMENCE ARBITRATION HAS BEEN GIVEN IN ACCORDANCE WITH THIS CLAUSE SHALL BE FINALLY SETTLED BY ARBITRATION. ARBITRATION MAY BE COMMENCED PRIOR TO OR AFTER DELIVERY OF THE GOODS UNDER THE CONTRACT. ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF PROCEDURE. THE RULES OF PROCEDURE FOR ARBITRATION PROCEEDINGS PURSUANT TO GCC CLAUSE25-.2 SHALL BE AS FOLLOWS:

 

 (A) CONTRACT WITH FOREIGN SUPPLIER

 

 [FOR CONTRACTS ENTERED INTO WITH FOREIGN SUPPLIERS, INTERNATIONAL COMMERCIAL ARBITRATION MAY HAVE PRACTICAL ADVANTAGES OVER OTHER DISPUTE SETTLEMENT METHODS. AMONG THE RULES TO GOVERN THE ARBITRATION PROCEEDINGS, THE PURCHASER MAY WISH TO CONSIDER THE UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAW (UNCITRAL) ARBITRATION RULES OF 1976 OR THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC).

 

IF THE PURCHASER CHOOSES THE UNCITRAL  ARBITRATION RULES, THE FOLLOWING SAMPLE CLAUSE SHOULD BE INSERTED:

 

ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR BREACH, TERMINATION OR INVALIDITY THEREOF, SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE UNCITRAL  ARBITRATION RULES AS AT PRESENT IN FORCE.

 

IF THE PURCHASER CHOOSES THE RULES OF ICC, THE FOLLOWING SAMPLE CLAUSE SHOULD BE INSERTED:

 

ALL DISPUTES ARISING IN CONNECTION WITH THE PRESENT CONTRACT SHALL BE FINALLY SETTLED UNDER THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES.

 

(B) CONTRACTS WITH SUPPLIER NATIONAL OF THE PURCHASER’S COUNTRY:

IN THE CASE OF A DISPUTE BETWEEN THE PURCHASER AND A SUPPLIER WHO IS A NATIONAL OF THE PURCHASER’S COUNTRY, THE DISPUTE SHALL BE REFERRED TO ADJUDICATION OR ARBITRATION IN ACCORDANCE WITH THE LAWS OF THE PURCHASER’S COUNTRY.

 25.3 NOTWITHSTANDING ANY REFERENCE TO ARBITRATION HEREIN,

(A)       THE PARTIES SHALL CONTINUE TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THE CONTRACT UNLESS THEY OTHERWISE AGREE; AND

(B)       THE PURCHASER SHALL PAY SUPPLER DUES IF THE SUPPLIED MATERIALS ARE IDENTICAL AND (KEY ITEMS) , AND HOLD PAYMENT OF DISPUTED ITEMS ; BUT IF THE MATERNAL INCLUDING (* KEY ITEMS) AND NOT IDENTICAL , THE PAYMENT OF ALL ITEMS OF THE P.O. WILL BE HELD .

    26-INSURANCE

            THE GOODS SUPPLIED UNDER THE CONTRACT SHALL BE FULLY INSURED—IN A FREELY CONVERTIBLE CURRENCY FROM AN ELIGIBLE COUNTRY—AGAINST LOSS OR DAMAGE INCIDENTAL TO MANUFACTURE OR ACQUISITION, TRANSPORTATION, STORAGE, AND DELIVERY,

27-TRANSPORTATION

            RESPONSIBILITY FOR ARRANGING TRANSPORTATION OF THE GOODS SHALL BE IN ACCORDANCE WITH SPECIFIED INCOTERMS.

28-INSPECTIONS AND TESTS

28-1     THE SUPPLIER SHALL AT ITS OWN EXPENSE AND AT NO COST TO THE PURCHASER CARRY OUT ALL SUCH TESTS AND/OR INSPECTIONS OF THE GOODS AND RELATED SERVICES SPECIFIED

28-2     THE INSPECTIONS AND TESTS MAY BE CONDUCTED ON THE PREMISES OF THE SUPPLIER OR ITS SUBCONTRACTOR, AT POINT OF DELIVERY, AND/OR AT THE GOODS’ FINAL DESTINATION, OR IN ANOTHER PLACE IN THE IRAQ AS SPECIFIED IN THE P.O./CONTRACT.   SUBJECT TO GCC SUB-CLAUSE 303, IF CONDUCTED ON THE PREMISES OF THE SUPPLIER OR ITS SUBCONTRACTOR, ALL REASONABLE FACILITIES AND ASSISTANCE, INCLUDING ACCESS TO DRAWINGS AND PRODUCTION DATA, SHALL BE FURNISHED TO THE INSPECTORS AT NO CHARGE TO THE PURCHASER.

28-3     THE PURCHASER OR ITS DESIGNATED REPRESENTATIVE SHALL BE ENTITLED TO ATTEND THE TESTS AND/OR INSPECTIONS, PROVIDED THAT THE PURCHASER BEAR ALL OF ITS OWN COSTS AND EXPENSES INCURRED IN CONNECTION WITH SUCH ATTENDANCE INCLUDING, BUT NOT LIMITED TO, ALL TRAVELING AND BOARD AND LODGING EXPENSES.

28-.4    WHENEVER THE SUPPLIER IS READY TO CARRY OUT ANY SUCH TEST AND INSPECTION, IT SHALL GIVE A REASONABLE ADVANCE NOTICE, INCLUDING THE PLACE AND TIME, TO THE PURCHASER.  THE SUPPLIER SHALL OBTAIN FROM ANY RELEVANT THIRD PARTY OR

 

 

KEY ITEMS *

   ITEMS OF MATERIALS THAT CAN BE BENEFIT FROM OR BE USED WITHOUT THE NEED TO USE AUXILIARY ITEMS . I.E. ITEMS THAT ARE USABLE BY ITSELF .

MANUFACTURER ANY  NECESSARY PERMISSION OR  CONSENT TO ENABLE THE PURCHASER OR ITS DESIGNATED REPRESENTATIVE TO ATTEND THE TEST AND/OR INSPECTION.

28.5     THE PURCHASER MAY REQUIRE THE SUPPLIER TO CARRY OUT ANY TEST AND/OR INSPECTION NOT REQUIRED BY THE CONTRACT BUT DEEMED NECESSARY TO VERIFY THAT THE CHARACTERISTICS AND PERFORMANCE OF THE GOODS COMPLY WITH THE TECHNICAL SPECIFICATIONS CODES AND STANDARDS UNDER THE CONTRACT, PROVIDED THAT THE SUPPLIER’S REASONABLE COSTS AND EXPENSES INCURRED IN THE CARRYING OUT OF SUCH TEST AND/OR INSPECTION SHALL BE ADDED TO THE CONTRACT PRICE.  FURTHER, IF SUCH TEST AND/OR INSPECTION IMPEDES THE PROGRESS OF MANUFACTURING AND/OR THE SUPPLIER’S PERFORMANCE OF ITS OTHER OBLIGATIONS UNDER THE CONTRACT, DUE ALLOWANCE WILL BE MADE IN RESPECT OF THE DELIVERY DATES AND COMPLETION DATES AND THE OTHER OBLIGATIONS SO AFFECTED.

28.6     THE SUPPLIER SHALL PROVIDE THE PURCHASER WITH A REPORT OF THE RESULTS OF ANY SUCH TEST AND/OR INSPECTION.

THE PURCHASER MAY REJECT ANY GOODS OR ANY PART THEREOF THAT FAIL TO PASS ANY TEST AND/OR INSPECTION OR DO NOT CONFORM TO THE SPECIFICATIONS.  THE SUPPLIER SHALL EITHER RECTIFY OR REPLACE SUCH REJECTED GOODS OR PARTS THEREOF OR MAKE ALTERATIONS NECESSARY TO MEET THE SPECIFICATIONS AT NO COST TO THE PURCHASER, AND SHALL REPEAT THE TEST AND/OR INSPECTION, AT NO COST TO THE PURCHASER, UPON GIVING A NOTICE .

28.7     THE SUPPLIER AGREES THAT NEITHER THE EXECUTION OF A TEST AND/OR INSPECTION OF THE GOODS OR ANY PART THEREOF, NOR THE ATTENDANCE BY THE PURCHASER OR ITS REPRESENTATIVE, NOR THE ISSUE OF ANY REPORT PURSUANT TO SUB-CLAUSE 29.6, SHALL RELEASE THE SUPPLIER FROM ANY WARRANTIES OR OTHER OBLIGATIONS UNDER THE CONTRACT

29-TAXES AND DUTIES

29-1     FOR GOODS MANUFACTURED OUTSIDE THE PURCHASER’S COUNTRY, THE SUPPLIER SHALL BE ENTIRELY RESPONSIBLE FOR ALL TAXES, STAMP DUTIES, LICENSE FEES, AND OTHER SUCH LEVIES IMPOSED OUTSIDE THE PURCHASER’S COUNTRY.

29-.2    FOR GOODS MANUFACTURED WITHIN THE PURCHASER’S COUNTRY, THE SUPPLIER SHALL BE ENTIRELY RESPONSIBLE FOR ALL TAXES, DUTIES, LICENSE FEES, ETC., INCURRED UNTIL DELIVERY OF THE CONTRACTED GOODS TO THE PURCHASER.

29-3     IF ANY TAX EXEMPTIONS, REDUCTIONS, ALLOWANCES OR PRIVILEGES MAY BE AVAILABLE TO THE SUPPLIER IN THE PURCHASER’S COUNTRY, THE PURCHASER SHALL USE ITS BEST EFFORTS TO ENABLE THE SUPPLIER TO BENEFIT FROM ANY SUCH TAX SAVINGS TO THE MAXIMUM ALLOWABLE EXTENT

29-4 P.O /CONTRACTS ARE EXEMPTED FROM INCOME TAXES UNLESS ONE OR MORE OF THE FOLLOWING CONDITIONS ARE AVAILABLE:-

A-     THE SUPPLIER /CONTRACTOR HAS AN OFFICIAL REPRESENTATIVE THROUGH A REGISTERED BRANCH INSIDE IRAQ.

B-     THE SUPPLIER/CONTRACTOR HAS A CENTER OF ADMINISTRATION, WORKING, SUPERVISION OFFICE INSIDE IRAQ.

C-    THE SUPPLIER/CONTRACTOR HAS NEGOTIATOR & CHARGED AFFAIRS OF REGULAR AGENCY THAT HAS THE RIGHT TO SIGN CONTRACTS AND FOLLOW UP THEIR EXECUTION.

D-    THE AMOUNT OF THE P.O/ CONTRACT TO BE PAID TO THE SUPPLIER /CONTRACTOR (CASH) OR (BARTER) INSTEAD OF IRAQI GOODS OR PRODUCTS.

E-     THE P.O / CONTRACT HAS A COMPLETION WORK, SUCH AS (INSTALLATION, OPERATING & MAINTENANCE

NOTE:

     THE PURCHASER (SOC) SHALL RETAIN THE DEFERRED PAYMENT (5%) OF CONTRACT TOTAL VALUE  TILL THE SUPPLIER/CONTRACTOR SUBMIT THE REQUIRED  TAX QUITTANCE DOCUMENTS ISSUED BY THE STATE COMMISSION OF TAXES/COMPANIES DEPARTMENT /BAGHDAD- IRAQ OR ANY ITS OWN BRANCHES.

29.5(STAMP FEE) WHICH IS EQUAL TO (0.002) OF THE TOTAL AMOUNT OF CONTRACT/P.O SHOULD BE BORNE BY THE SUPPLIER / CONTRACTOR..

- STAMP FEES WILL BE COLLECTED IN THE SAME CURRENCY OF THE CONTRACT.

      30-WARRANTY

    30-1           THE SUPPLIER/ CONTRACTOR WARRANTS THAT ALL THE GOODS ARE NEW, UNUSED, AND OF THE MOST RECENT OR CURRENT MODELS, AND THAT THEY INCORPORATE ALL RECENT IMPROVEMENTS IN DESIGN AND MATERIALS, UNLESS PROVIDED OTHERWISE IN THE P.O/ CONTRACT.

    30-2   THE SUPPLIER /CONTRACTOR FURTHER WARRANTS THAT THE GOODS SHALL BE FREE        FROM DEFECTS ARISING FROM ANY ACT OR OMISSION OF THE SUPPLIER /CONTRACTOR  OR ARISING FROM DESIGN, MATERIALS, AND WORKMANSHIP, UNDER NORMAL USE IN THE CONDITIONS PREVAILING IN THE COUNTRY OF FINAL DESTINATION

30-3. THE SUPPLIER WARRANTS THE MATERIALS UNDER THE P/O/CONTRACT  FOR DEFECT     ARISING FROM FAULTY DESIGN, MATERIAL OR WORKMANSHIP FOR (3-6) MONTHS FOR S/P       AND (6-12) MONTHS FOR EQUIP., (5-7) YEARS FOR PIPE LINE AND VALVES, FROM THE DATE OF     RECEIPT OF THE MATERIALS ON END USER’S SITE.

     30-  4  UNLESS OTHERWISE SPECIFIED IN THE SCC, THE WARRANTY SHALL REMAIN VALID FOR TWELVE (12) MONTHS AFTER THE GOODS, OR ANY PORTION THEREOF AS THE CASE MAY BE, HAVE BEEN DELIVERED TO AND ACCEPTED AT THE FINAL DESTINATION INDICATED IN THE SCC, OR FOR EI THE PURCHASER SHALL GIVE NOTICE TO THE SUPPLIER STATING THE NATURE OF ANY SUCH DEFECTS TOGETHER WITH ALL AVAILABLE EVIDENCE THEREOF, PROMPTLY FOLLOWING THE DISCOVERY THEREOF.  THE PURCHASER SHALL AFFORD ALL REASONABLE OPPORTUNITY FOR THE SUPPLIER TO INSPECT SUCH DEFECTS.

      30-.5          UPON RECEIPT OF SUCH NOTICE, THE SUPPLIER SHALL, WITHIN THE PERIOD SPECIFIED IN THE SCC, EXPEDITIOUSLY REPAIR OR REPLACE THE DEFECTIVE GOODS OR PARTS THEREOF, AT NO COST TO THE PURCHASER.

30-.6           IF HAVING BEEN NOTIFIED, THE SUPPLIER FAILS TO REMEDY THE DEFECT WITHIN THE PERIOD SPECIFIED IN THE SCC, THE PURCHASER MAY PROCEED TO TAKE WITHIN A REASONABLE PERIOD SUCH REMEDIAL ACTION AS MAY BE NECESSARY, AT THE SUPPLIER’S RISK AND EXPENSE AND WITHOUT PREJUDICE TO ANY OTHER RIGHTS WHICH THE PURCHASER MAY HAVE AGAINST THE SUPPLIER UNDER THE CONTRACT.

31-.PATENT INDEMNITY

31-1 THE SUPPLIER/CONTRACTOR  SHALL  INDEMNIFY AND HOLD HARMLESS THE PURCHASER AND ITS EMPLOYEES AND OFFICERS FROM AND AGAINST ANY AND ALL SUITS, ACTIONS OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS, AND EXPENSES OF ANY NATURE, INCLUDING ATTORNEY’S FEES AND EXPENSES, WHICH THE PURCHASER MAY SUFFER AS A RESULT OF ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, UTILITY MODEL, REGISTERED DESIGN, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT REGISTERED OR OTHERWISE EXISTING AT THE DATE OF THE CONTRACT BY REASON OF: 

(A)         THE INSTALLATION OF THE GOODS BY THE SUPPLIER OR THE USE OF THE GOODS IN THE COUNTRY WHERE THE SITE IS LOCATED; AND

(B)       THE SALE IN ANY COUNTRY OF THE PRODUCTS PRODUCED BY THE GOODS.

SUCH INDEMNITY SHALL NOT COVER ANY USE OF THE GOODS OR ANY PART THEREOF OTHER THAN FOR THE PURPOSE INDICATED BY OR TO BE REASONABLY INFERRED FROM THE CONTRACT, NEITHER ANY INFRINGEMENT RESULTING FROM THE USE OF THE GOODS OR ANY PART THEREOF, OR ANY PRODUCTS PRODUCED THEREBY IN ASSOCIATION OR COMBINATION WITH ANY OTHER EQUIPMENT, PLANT, OR MATERIALS NOT SUPPLIED BY THE SUPPLIER, PURSUANT TO THE CONTRACT.

31-2     IF ANY PROCEEDINGS ARE BROUGHT OR ANY CLAIM IS MADE AGAINST THE PURCHASER ARISING OUT OF THE MATTERS ,THE PURCHASER SHALL PROMPTLY GIVE THE SUPPLIER A NOTICE THEREOF, AND THE SUPPLIER/ CONTRACTOR  MAY AT ITS OWN EXPENSE AND IN THE PURCHASER’S NAME CONDUCT SUCH PROCEEDINGS OR CLAIM AND ANY NEGOTIATIONS FOR THE SETTLEMENT OF ANY SUCH PROCEEDINGS OR CLAIM.

 IF THE SUPPLIER FAILS TO NOTIFY THE PURCHASER WITHIN TWENTY-EIGHT (28) DAYS AFTER RECEIPT OF SUCH NOTICE THAT IT INTENDS TO CONDUCT ANY SUCH PROCEEDINGS OR CLAIM, THEN THE PURCHASER SHALL BE FREE TO CONDUCT THE SAME ON ITS OWN BEHALF.

31-.3    THE PURCHASER SHALL, AT THE SUPPLIER’S /CONTRACTOR s REQUEST, AFFORD ALL AVAILABLE ASSISTANCE TO THE SUPPLIER / CONTRACTOR IN CONDUCTING SUCH PROCEEDINGS OR CLAIM, AND SHALL BE REIMBURSED BY THE SUPPLIER FOR ALL REASONABLE EXPENSES INCURRED IN SO DOING.

31-.4    THE PURCHASER SHALL INDEMNIFY AND HOLD HARMLESS THE SUPPLIER / CONTRACTOR AND ITS EMPLOYEES, OFFICERS, AND SUBCONTRACTORS FROM AND AGAINST ANY AND ALL SUITS, ACTIONS OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS, AND EXPENSES OF ANY NATURE, INCLUDING ATTORNEY’S FEES AND EXPENSES, WHICH THE SUPPLIER  /CONTRACTOR MAY SUFFER AS A RESULT OF ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, UTILITY MODEL, REGISTERED DESIGN, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT REGISTERED OR OTHERWISE EXISTING AT THE DATE OF THE CONTRACT ARISING OUT OF OR IN CONNECTION WITH ANY DESIGN, DATA, DRAWING, SPECIFICATION, OR OTHER DOCUMENTS OR MATERIALS PROVIDED OR DESIGNED BY OR ON BEHALF OF THE PURCHASER.

32-.LIMITATION OF LIABILITY

32-.1    EXCEPT IN CASES OF WILLFUL NEGLIGENCE AND MISCONDUCT,

(A)       THE SUPPLIER/ CONTRACTOR  SHALL NOT BE LIABLE TO THE PURCHASER, WHETHER IN  P.O CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF USE, LOSS OF PRODUCTION, OR LOSS OF PROFITS OR INTEREST COSTS, PROVIDED THAT THIS EXCLUSION SHALL NOT APPLY TO ANY OBLIGATION OF THE SUPPLIER TO PAY LIQUIDATED DAMAGES TO THE PURCHASER AND

(B)       THE AGGREGATE LIABILITY OF THE SUPPLIER CONTRACTOR  TO THE PURCHASER, WHETHER UNDER  THE P.O / CONTRACT, IN TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL CONTRACT PRICE, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO THE COST OF REPAIRING OR REPLACING DEFECTIVE EQUIPMENT, OR TO ANY OBLIGATION OF THE SUPPLIER CONTRACTOR TO INDEMNIFY THE PURCHASER WITH RESPECT TO PATENT INFRINGEMENT.

33.CHANGE IN LAWS AND REGULATIONS

            UNLESS OTHERWISE SPECIFIED IN THE P.O / CONTRACT, IF AFTER THE DATE OF 28 DAYS PRIOR TO DATE OF BID SUBMISSION, ANY LAW, REGULATION, ORDINANCE, ORDER OR BYLAW HAVING THE FORCE OF LAW IS ENACTED, PROMULGATED, ABROGATED, OR CHANGED IN IRAQ (WHICH SHALL BE DEEMED TO INCLUDE ANY CHANGE IN INTERPRETATION OR APPLICATION BY THE COMPETENT AUTHORITIES) THAT SUBSEQUENTLY AFFECTS THE DELIVERY DATE AND/OR THE P.O / CONTRACT PRICE, THEN SUCH DELIVERY DATE AND/OR CONTRACT PRICE SHALL BE CORRESPONDINGLY INCREASED OR DECREASED, TO THE EXTENT THAT THE SUPPLIER HAS THEREBY BEEN AFFECTED IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THE CONTRACT NOTWITHSTANDING THE FOREGOING, SUCH ADDITIONAL OR REDUCED COST SHALL NOT BE SEPARATELY PAID OR CREDITED IF THE SAME HAS ALREADY BEEN ACCOUNTED FOR IN THE PRICE ADJUSTMENT PROVISIONS WHERE APPLICABLE, IN ACCORDANCE WITH CONTRACT PRICE .

 NOTWITHSTANDING THE FOREGOING, SUCH ADDITIONAL OR REDUCED COST SHALL NOT BE SEPARATELY PAID OR CREDITED IF THE SAME HAS ALREADY BEEN ACCOUNTED FOR IN THE PRICE ADJUSTMENT PROVISIONS WHERE APPLICABLE, IN ACCORDANCE WITH  CONTRACT PRICE

34-FORCE MAJEURE

34-.1    THE SUPPLIER/CONTRACTOR  SHALL NOT BE LIABLE FOR FORFEITURE OF ITS PERFORMANCE SECURITY, LIQUIDATED DAMAGES, OR TERMINATION FOR DEFAULT IF AND TO THE EXTENT THAT ITS IN PERFORMANCE OR OTHER FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE CONTRACT IS THE RESULT OF AN EVENT OF FORCE MAJEURE.

34-2     FOR PURPOSES OF THIS CLAUSE, “FORCE MAJEURE” MEANS AN EVENT OR SITUATION BEYOND THE CONTROL OF ANY OF THE TWO PARTIES, AND THAT IS NOT FORESEEABLE , OR  IS UNAVOIDABLE, AND ITS ORIGIN IS NOT DUE TO NEGLIGENCE OR LACK OF CARE ON THE PART OF ANY OF THE TWO PARTIES.  SUCH EVENTS MAY INCLUDE,, WARS OR REVOLUTIONS, FIRES, FLOODS, EPIDEMICS, QUARANTINE RESTRICTIONS, AND FREIGHT EMBARGOES.

34-.3    IF A FORCE MAJEURE SITUATION ARISES, THE SUPPLIER THE CONTRACT,  SHALL PROMPTLY NOTIFY THE PURCHASER IN WRITING OF SUCH CONDITION AND THE CAUSE THEREOF.  UNLESS OTHERWISE DIRECTED BY THE PURCHASER IN WRITING, THE SUPPLIER SHALL CONTINUE TO PERFORM ITS OBLIGATIONS UNDER THE CONTRACT AS FAR AS IS REASONABLY PRACTICAL, AND SHALL SEEK ALL REASONABLE ALTERNATIVE MEANS FOR PERFORMANCE NOT PREVENTED BY THE FORCE MAJEURE EVENT.

-34-4. - PREVAILING CIRCUMSTANCES:

IT IS CONFIRMED AND AGREED BY THE SUPPLIER/  CONTRACTOR THAT THE PREVAILING CIRCUMSTANCES IN IRAQ DO NOT IN ANY WAY CONSTITUTE AN IMPEDIMENT FOR THE IMPLEMENTATION BY THE CONTRACTOR OBLIGATION UNDER THE    P.O./CONTRACT.

35-.CHANGE ORDERS AND CONTRACT AMENDMENT

35-.1    THE PURCHASER MAY AT ANY TIME ORDER THE SUPPLIER /CONTRACTOR THROUGH NOTICE  TO MAKE CHANGES WITHIN THE GENERAL SCOPE OF THE CONTRACT IN ANY ONE OR MORE OF THE FOLLOWING:

(A)       DRAWINGS, DESIGNS, OR SPECIFICATIONS, WHERE GOODS TO BE FURNISHED UNDER THE CONTRACT ARE TO BE SPECIFICALLY MANUFACTURED FOR THE PURCHASER;

(B)       THE METHOD OF SHIPMENT OR PACKING;

(C)       THE PLACE OF DELIVERY; AND

(D)       THE RELATED SERVICES TO BE PROVIDED BY THE SUPPLIER /CONTRACTOR .

35-2-    IF ANY SUCH CHANGE CAUSES AN INCREASE OR DECREASE IN THE COST OF, OR THE TIME REQUIRED FOR, THE SUPPLIER’S/CONTRACTOR s  PERFORMANCE OF ANY PROVISIONS UNDER THE CONTRACT, AN EQUITABLE ADJUSTMENT SHALL BE MADE IN THE P.O/ CONTRACT PRICE OR IN THE DELIVERY/COMPLETION SCHEDULE, OR BOTH, AND THEP.O / CONTRACT SHALL ACCORDINGLY BE AMENDED.  ANY CLAIMS BY THE SUPPLIER FOR ADJUSTMENT UNDER THIS CLAUSE MUST BE ASSERTED WITHIN TWENTY-EIGHT (28) DAYS FROM THE DATE OF THE SUPPLIER’S RECEIPT OF THE PURCHASER’S CHANGE ORDER.

35-3 -PRICES TO BE CHARGED BY THE SUPPLIER/CONTRACTOR  FOR ANY RELATED SERVICES THAT MIGHT BE NEEDED BUT WHICH WERE NOT INCLUDED IN THE CONTRACT SHALL BE AGREED UPON IN ADVANCE BY THE PARTIES AND SHALL NOT EXCEED THE PREVAILING RATES CHARGED TO OTHER PARTIES BY THE SUPPLIER/CONTRACTOR  FOR SIMILAR SERVICES.

35-4.   SUBJECT TO THE ABOVE, NO VARIATION IN OR MODIFICATION OF THE TERMS OF THE  P.O /CONTRACT SHALL BE MADE EXCEPT BY WRITTEN AMENDMENT SIGNED BY THE PARTIES.

36-  .EXTENSIONS OF TIME

36.1   IF AT ANY TIME DURING PERFORMANCE OF THE P.O/CONTRACT, THE SUPPLIER /CONTRACTOR OR ITS SUBCONTRACTORS SHOULD ENCOUNTER CONDITIONS IMPEDING TIMELY DELIVERY OF THE GOODS OR COMPLETION OF RELATED SERVICES, THE SUPPLIER SHALL PROMPTLY NOTIFY THE PURCHASER IN WRITING OF THE WITHIN 15 DAYS FROM THE DATE WHEN THE CAUSE AROSE, ITS LIKELY DURATION, AND ITS CAUSE.  AS SOON AS PRACTICABLE AFTER RECEIPT OF THE SUPPLIER’S NOTICE, THE PURCHASER SHALL EVALUATE THE SITUATION AND MAY AT ITS DISCRETION EXTEND THE SUPPLIER’S TIME FOR PERFORMANCE, IN WHICH CASE THE EXTENSION SHALL BE RATIFIED BY THE PARTIES BY AMENDMENT OF THE CONTRACT.

36.2   EXCEPT IN CASE OF FORCE MAJEURE A BY THE SUPPLIER IN THE PERFORMANCE OF ITS DELIVERY AND COMPLETION OBLIGATIONS SHALL RENDER THE SUPPLIER LIABLE TO THE IM OF LIQUIDATED DAMAGES TO GCC, UNLESS AN EXTENSION OF TIME IS AGREED UPON.

37-TERMINATION

37-1  TERMINATION FOR DEFAULT

(A)          THE PURCHASER, WITHOUT PREJUDICE TO ANY OTHER REMEDY FOR BREACH OF CONTRACT, BY WRITTEN NOTICE OF DEFAULT SENT TO THE SUPPLIER/CONTRACTOR , MAY TERMINATE THEP.O/ CONTRACT IN WHOLE OR IN PART:

(i)           IF THE SUPPLIER /CONTRACTOR FAILS TO DELIVER ANY OR ALL OF THE GOODS WITHIN THE PERIOD SPECIFIED IN THE CONTRACT, OR WITHIN ANY EXTENSION THEREOF GRANTED BY THE PURCHASER .

      (ii)         IF THE SUPPLIER/CONTRACTOR FAILS TO PERFORM ANY OTHER OBLIGATION UNDER THE  P.O/   CONTRACT; OR

   (iii)         IF THE SUPPLIER,/CONTRACTOR  IN THE JUDGMENT OF THE PURCHASER HAS ENGAGED IN     FRAUD AND CORRUPTION  IN COMPETING FOR OR IN EXECUTING THE CONTRACT.

(B)          IN THE EVENT THE PURCHASER TERMINATES THE P.O/ CONTRACT IN WHOLE OR IN PART, THE PURCHASER MAY PROCURE, UPON SUCH TERMS AND IN SUCH MANNER AS IT DEEMS APPROPRIATE, GOODS OR RELATED SERVICES SIMILAR TO THOSE UNDELIVERED OR NOT PERFORMED, AND THE SUPPLIER / CONTRACTOR SHALL BE LIABLE TO THE PURCHASER FOR ANY ADDITIONAL COSTS FOR SUCH SIMILAR GOODS OR RELATED SERVICES.  HOWEVER, THE SUPPLIER /CONTRACTOR SHALL CONTINUE PERFORMANCE OF THE CONTRACT TO THE EXTENT NOT TERMINATED.

37-2     TERMINATION FOR INSOLVENCY:

THE PURCHASER MAY AT ANY TIME TERMINATE THE CONTRACT BY GIVING NOTICE TO THE SUPPLIER /CONTRACTOR , IF THE SUPPLIER/CONTRACTOR  BECOMES BANKRUPT OR OTHERWISE INSOLVENT.  IN SUCH EVENT, TERMINATION WILL BE WITHOUT COMPENSATION TO THE SUPPLIER/CONTRACTOR , PROVIDED THAT SUCH TERMINATION WILL NOT PREJUDICE OR AFFECT ANY RIGHT OF ACTION OR REMEDY THAT HAS ACCRUED OR WILL ACCRUE THEREAFTER TO THE PURCHASER

37-3     TERMINATION FOR CONVENIENCE

(A)          THE PURCHASER, BY NOTICE SENT TO THE SUPPLIER /CONTRACTOR , MAY TERMINATE THE CONTRACT, IN WHOLE OR IN PART, AT ANY TIME FOR ITS CONVENIENCE.  THE NOTICE OF TERMINATION SHALL SPECIFY THAT TERMINATION IS FOR THE PURCHASER’S CONVENIENCE, THE EXTENT TO WHICH PERFORMANCE OF THE SUPPLIER UNDER THE P.O/CONTRACT IS TERMINATED, AND THE DATE UPON WHICH SUCH TERMINATION BECOMES EFFECTIVE.

(B)       THE GOODS THAT ARE COMPLETE AND READY FOR SHIPMENT WITHIN TWENTY-EIGHT (28) DAYS AFTER THE SUPPLIER’S/CONTRACTOR s RECEIPT OF NOTICE OF TERMINATION SHALL BE ACCEPTED BY THE PURCHASER AT THE CONTRACT TERMS AND PRICES.  FOR THE REMAINING GOODS, THE PURCHASER MAY ELECT:

(I)         TO HAVE ANY PORTION COMPLETED AND DELIVERED AT THE P.O/ CONTRACT TERMS AND PRICES; AND/OR

(II)       TO CANCEL THE REMAINDER AND PAY TO THE SUPPLIER/  CONTRACTOR AN AGREED AMOUNT FOR PARTIALLY COMPLETED GOODS AND RELATED SERVICES AND FOR MATERIALS AND PARTS PREVIOUSLY PROCURED BY THE SUPPLIER/ CONTRACTOR .

38-ADMINISTRATIVE   CHARGES :

      THE ADMINISTRATIVE CHARGES SHALL BE DETERMINED WHEN SOC (THE EMPLOYER  CARRIES OUT PART  OF THE  SUPPLIERS /CONTRACTOR`S OBLIGATIONS  VIA ANOTHER PARTY, AT A RATE NOT EXCEEDING (20%)OF THE ACTUAL COST OF EXECUTING SUCH OBLIGATION.

 

THE LEGAL  LIABILITIES  WHICH   RESULT FROM CONTRACTORSSUPPLIERS BREACHING THEIR  CONTRACTUAL OBLIGATION:-

FIRST:   THE LEGAL LIABILITIES  CAUSED BY BREACHING BEFORE SIGNING THE P.O/ CONTRACT:-

      IN CASE THE CONTRACTORSSUPPLIERS FAILED TO SIGN THE CONTRACT`S DOCUMENTS AFTER AN OFFICIAL NOTIFICATION  WITHIN (15) DAYS FROM THE DATE  OF THE NOTIFICATION ,THE FOLLOWING PROCEDURES SHALL BE APPLIED :-

(A-) BID BOND OF THE BREACHED ENQUIRY SHALL BE CONFISCATED  .

(B-) THE ENQUIRY SHALL BE AWARDED TO THE NEXT COMPETITOR

AND THE BREACHING TENDERER SHALL BEAR  THE DIFFERENCE BETWEEN 2 PRICES  RESULTING FROM THE CONTRACT EXECUTION AS WELL AS CONFISCATION OF ITS BID BOND .

   (C) IN CASE OF THE FIRST & THE SECOND COMPETITORS   ABSTAIN FROM SIGNING THE P.O/ CONTRACT AND /OR SUBMITTING THE PERFORMANCE BOND ,SOC SHALL HAVE THE RIGHT TO AWARD THE ENQUIRY TO THE NEXT COMPETITOR . THE FIRST &THE SECOND     BREACHING   TENDERERS  SHALL BE JOINTLY LIABLE TO BEAR THE DIFFERENCE IN PRICES ACCORDING TO THE VALUE OF THEIR COMMERCIAL BIDS .IN ADDITION ,BID BONDS SHALL  BE CONFISCATED .

       D-   THE BREACHING  PARTIES  SHALL BE SUBJECTED TO THE AFORESAID                          PROCEDURES (A,B&C) IF THEIR OFFERS ARE VALID DURING THE TIME OF BREACHING .   .

SECOND :THE LEGAL LIABILITIES`   CAUSED BY THE SUPPLIERS/ CONTRACTOR`S BREACH AFTER SIGNING THE  P.O/CONTRACT:

(A-)CONFISCATING THE PERFORMANCE BOND .

(B-)EXECUTE THE P.O/ CONTRACT BY AN (ACCELERATION COMMITTEE)    IN WHICH THE BREACHING SUPPLIER /  CONTRACTOR SHALL HAVE A MEMBER TO FULFILL ITS    OBLIGATIONS  OTHERWISE  WRIT FROM( THE SUBJECT  MATTER COURT SHALL BE GOT TO EXECUTE AND FINALIZE THE WORK ON SUPPLIER /  CONTRACTOR`S ACCOUNT` AFTER SEIZING AND INVENTORYING THE MATERIALS AND EQUIPMENTS OF THE BREACHING CONTRACTOR TO SETTLE THE ACCOUNTS AND EXECUTE THE WORK BY THE FORESAID COMMITTEE ON THE ACCOUNT OF THE BREACHING SUPPLIER/ CONTRACTOR . PENALTIES AND CHARGES  AMOUNTING 20% SHALL BE CALCULATED FROM THE TOTAL AMOUNT OF THE BREACHED OBLIGATION AS WELL  AS  OTHER FINANCIAL COMMITMENTS .IF THE SUPPLIER / CONTRACTOR IS FOUND (CREDITOR) ,IT SHALL GET NO PAYMENT AND IF SUPPLIER / CONTRACTOR IS FOUND (DEBTOR) ,  COMPENSATIONS SHALL BE CLAIMED BY THE PURCHASER   FOR SUCH AMOUNT

 (C )THE PURCHASER   HAS  THE RIGHT TO  TRANSFER THE P.O/ CONTRACT TO ANOTHER  SUPPLIER /CONTRACTOR  IF  REQUIRED  ,AND THE  BREACHING SUPPLIER /  CONTRACTOR SHALL BEAR THE DIFFERENCE BETWEEN THE TWO PRICES  RESULTING  FROM THE  P.O/CONTRACT EXECUTION .

      IN ADDITION ,THE PERFORMANCE BOND AMOUNT REPRESENT (5% ) SHALL BE CONFISCATED .

39-. ASSIGNMENT

         SUPPLIER/ CONTRACTOR   AND PURCHASER  CANNOT ASSIGN TO ANOTHER PARTY ANY PART OF THE P.O / CONTRACT WITHOUT WRITTEN PERMISSION FROM THE OTHER PARTY. 

40-EXPORT RESTRICTION

   NOTWITHSTANDING      ANY OBLIGATION UNDER THE CONTRACT TO COMPLETE ALL EXPORT FORMALITIES, ANY EXPORT RESTRICTIONS ATTRIBUTABLE TO THE PURCHASER, TO THE COUNTRY OF THE PURCHASER, OR TO THE USE OF THE PRODUCTS/GOODS, SYSTEMS OR SERVICES TO BE SUPPLIED, WHICH ARISE FROM TRADE REGULATIONS FROM A COUNTRY SUPPLYING THOSE PRODUCTS/GOODS, SYSTEMS OR SERVICES, AND WHICH SUBSTANTIALLY IMPEDE THE SUPPLIER FROM MEETING ITS OBLIGATIONS UNDER THE CONTRACT, SHALL RELEASE THE SUPPLIER FROM THE OBLIGATION TO PROVIDE DELIVERIES OR SERVICES, ALWAYS PROVIDED, HOWEVER, THAT THE SUPPLIER/CONTRACTOR  CAN DEMONSTRATE TO THE SATISFACTION OF THE PURCHASER AND OF THE BANK THAT IT HAS COMPLETED ALL FORMALITIES IN A TIMELY MANNER, INCLUDING APPLYING FOR PERMITS, AUTHORIZATIONS AND LICENSES NECESSARY FOR THE EXPORT OF THE PRODUCTS/GOODS, SYSTEMS OR SERVICES UNDER THE TERMS OF THE P.O / CONTRACT. TERMINATION OF THEP.O / CONTRACT ON THIS BASIS SHALL BE FOR THE PURCHASER  CONVENIENCE.

41-EFFECTIVE DATE OF THE P.O/ CONTRACT

      THE EFFECTIVE DATE OF THE P.O/ CONTRACT SHALL BE THE DATE OF THE RECEIPT AND ACCEPTANCE OF THE OPERATIVE    IRREVOCABLE    L / C   BY THE SUPPLIER / CONTRACTOR BANK  . SUPPLIER/CONTRACTOR  SHOULD NOTIFY SOC OF HIS ACCEPTANCE OR COMMENTS IF ANY.

42--  GOVERNING LAW

      P.O / CONTRACT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO IRAQI LAWS, REGULATIONS AND INSTRUCTIONS, AND THE IRAQI COURTS SHALL HAVE EXCLUSIVE JURISDICATION TO HEAR AND DETERMINE ALL ACTIONS AND PROCEEDINGS ARISING OUT OF THE  P.O /CONTRACT

 

 

43-  POLLUTION

        SUPPLIER / CONTRACTOR SHALL COMPLY AND AHDERE TO THE GOOD ENVIRONMENT PROTECTION PRACTICES WHERE WORKING SITE WILL BE CLEANED PROPERLY .OTHERWISE COMPANY HAS THE RIGHT TO SUSPEND OR TEMPORARILY CLOSE THE WORK OR IMPOSE A PENALTY AMOUNTING TO (10000000) I.D. TO BE MONTHLY REITERATED TILL REMOVING THE CONTRAVENTION FROM THE POLLUTED PLACE

44-  DEBTS :-

DEBTS OF THE SUPPLIER / CONTRACTOR RESULTED FROM ANY CONTRACT SIGNED WITH THE GOVERNMENTAL COMPANIES WILL BE DEDUCTED ACCORDING TO THE LAW OF (GOVERNMENTAL DEBTS OBTAINMENT) NO. 56 OF 1977 OR BY ANY OTHER ALTERNATIVE LAW.

THE FOLLOWING GENERAL  CONDITIONS  APPLY  IN

 (SERVICE CONTRACTS AND PROJECTS)

1--TERMINATION OF THE CONTRACT

1-1 OPTIONAL TERMINATION, PAYMENT, AND RELEASE

IF THE EXECUTION OF SUBSTANTIALLY ALL THE SERVICES IN PROGRESS IS PREVENTED FOR A CONTINUOUS PERIOD OF 84 DAYS BY REASON OF FORCE MAJEURE OF WHICH NOTICE HAS BEEN GIVEN UNDER SUB-CLAUSE 1-2 [NOTICE OF FORCE MAJEURE], OR FOR MULTIPLE PERIODS WHICH TOTAL MORE THAN 140 DAYS DUE TO THE SAME NOTIFIED FORCE MAJEURE, THEN EITHER PARTY MAY GIVE TO THE OTHER PARTY A NOTICE OF TERMINATION OF THE CONTRACT. IN THIS EVENT, THE TERMINATION SHALL TAKE EFFECT 7 DAYS AFTER THE NOTICE IS GIVEN, AND THE CONTRACTOR SHALL PROCEED IN CESSATION OF SERVICES AND REMOVAL OF HIS EQUIPMENT

UPON SUCH TERMINATION, THE EMPLOYER SHALL DETERMINE THE VALUE OF THE SERVICES DONE AND ISSUE A PAYMENT CERTIFICATE WHICH SHALL INCLUDE:

 (A) THE AMOUNTS PAYABLE FOR ANY PART OF THE SERVICES CARRIED OUT FOR WHICH A PRICE IS STATED IN THE CONTRACT;

(C) OTHER COSTS OR LIABILITIES WHICH IN THE CIRCUMSTANCES WERE REASONABLY AND NECESSARILY INCURRED BY THE CONTRACTOR IN THE EXPECTATION OF COMPLETING THE SERVICES;

(D) THE COST OF REMOVAL OF CONTRACTOR,S EQUIPMENT FROM THE SITE AND THE RETURN OF THESE ITEMS TO THE  SERVICES IN HIS COUNTRY (OR TO ANY OTHER DESTINATION AT NO GREATER COST); AND

(E)       THE COST OF REPATRIATION OF THE CONTRACTOR’S STAFF EMPLOYED WHOLLY IN CONNECTION WITH THE SERVICES AT THE DATE OF TERMINATION.

1-2 RELEASES FROM PERFORMANCE

NOTWITHSTANDING ANY OTHER PROVISION OF THIS CLAUSE, IF ANY EVENT OR CIRCUMSTANCE OUTSIDE THE CONTROL OF THE PARTIES (INCLUDING, BUT NOT LIMITED TO, FORCE MAJEURE) ARISES WHICH MAKES IT IMPOSSIBLE OR UNLAWFUL FOR EITHER OR BOTH PARTIES TO FULFILL ITS OR THEIR CONTRACTUAL OBLIGATIONS OR WHICH, UNDER THE LAW GOVERNING THE CONTRACT, ENTITLES THE PARTIES TO BE RELEASED FROM FURTHER PERFORMANCE OF THE CONTRACT, THEN UPON NOTICE BY EITHER PARTY TO THE OTHER PARTY OF SUCH EVENT OR CIRCUMSTANCE:


(A) THE PARTIES SHALL BE DISCHARGED FROM FURTHER PERFORMANCE, WITHOUT PREJUDICE TO THE RIGHTS OF EITHER PARTY IN RESPECT OF ANY PREVIOUS BREACH OF THE CONTRACT, AND

(B)     THE SUM PAYABLE BY THE EMPLOYER TO THE CONTRACTOR SHALL BE THE SAME AS WOULD HAVE BEEN PAYABLE UNDER SUB-CLAUSE 2-1 [OPTIONAL TERMINATION, PAYMENT AND RELEASE] IF THE CONTRACT HAD BEEN TERMINATED UNDER SUB-CLAUSE.

1-3 TERMINATION BY EMPLOYER

1-3-1 NOTICE TO CORRECT

IF THE CONTRACTOR FAILS TO CARRY OUT ANY OBLIGATION UNDER THE CONTRACT, THE EMPLOYER MAY BY NOTICE REQUIRE THE CONTRACTOR TO MAKE GOOD THE FAILURE AND TO REMEDY IT WITHIN A SPECIFIED REASONABLE TIME.

1-3-2 TERMINATION BY EMPLOYER

THE EMPLOYER SHALL BE ENTITLED TO TERMINATE THE CONTRACT IF THE CONTRACTOR

(A)    FAILS TO COMPLY WITH CLAUSE [PERFORMANCE SECURITY] OR WITH A NOTICE UNDER SUB-CLAUSE 2-3-1[NOTICE TO CORRECT],

(B)    ABANDONS THE  SERVICES OR OTHERWISE PLAINLY DEMONSTRATES THE INTENTION NOT TO CONTINUE PERFORMANCE OF HIS OBLIGATIONS UNDER THE CONTRACT,

(C)    SUBCONTRACTS THE WHOLE OF THE T SERVICES OR ASSIGNS THE CONTRACT WITHOUT THE REQUIRED AGREEMENT,

(D)    BECOMES BANKRUPT OR INSOLVENT, GOES INTO LIQUIDATION.

(E)    GIVES OR OFFERS TO GIVE (DIRECTLY OR INDIRECTLY) TO ANY PERSON ANY BRIBE, GIFT, GRATUITY, COMMISSION OR OTHER THING OF VALUE, AS AN INDUCEMENT OR REWARD:

(1)     FOR DOING OR FORBEARING TO DO ANY ACTION IN RELATION TO THE CONTRACT, OR

(II) FOR SHOWING OR FORBEARING TO SHOW FAVOUR OR DISFAVOUR TO ANY PERSON IN RELATION TO THE CONTRACT,OR IF ANY OF THE CONTRACTOR S PERSONNEL, AGENTS OR SUBCONTRACTOR  GIVES OR OFFERS TO GIVE (DIRECTLY OR INDIRECTLY) TO ANY PERSON ANY SUCH INDUCEMENT OR REWARD AS IS DESCRIBED IN THIS SUB-PARAGRAPH (E).  HOWEVER, LAWFUL INDUCEMENTS AND REWARDS TO CONRACTOR’S PERSONNEL SHALL NOT ENTITLE TERMINATION.

 

            IN ANY OF THESE EVENTS OR CIRCUMSTANCES, THE EMPLOYER MAY, UPON GIVING 14 DAYS’ NOTICE TO THE CONTRACTOR , TERMINATE THE CONTRACT AND EXPEL THE CONTRACTOR FROM THE SITE. HOWEVER, IN THE CASE OF SUB-PARAGRAPH (D) OR (E), THE EMPLOYER MAY BY NOTICE TERMINATE THE CONTRACT IMMEDIATELY.

 

             THE EMPLOYER’S ELECTION TO TERMINATE THE CONTRACT SHALL NOT PREJUDICE ANY OTHER RIGHTS OF THE EMPLOYER, UNDER THE CONTRACT OR OTHERWISE.

THE CONTRACTOR SHALL THEN LEAVE THE SITE AND HAND OVER ALL CONTRACTOR S’ DOCUMENTS, TO THE EMPLOYER. HOWEVER, THE CONTRACTOR SHALL USE HIS BEST EFFORTS TO COMPLY IMMEDIATELY WITH ANY REASONABLE INSTRUCTIONS INCLUDED IN THE NOTICE FOR THE ASSIGNMENT OF ANY SUBCONTRACT.

 

AFTER TERMINATION, THE EMPLOYER MAY COMPLETE THE SERVICES AND/OR ARRANGE FOR ANY OTHER ENTITIES TO DO SO. THE EMPLOYER AND THESE ENTITIES MAY THEN USE ANY   CONTRACTOR’S DOCUMENTS AND OTHER DOCUMENTS MADE BY OR ON BEHALF OF THE CONTRACTOR.

 

THE EMPLOYER SHALL THEN GIVE NOTICE THAT THE CONTRACTOR T’S EQUIPMENT WILL BE RELEASED TO THE CONTRACTOR AT OR NEAR THE SITE. THE CONTRACTOR SHALL PROMPTLY ARRANGE THEIR REMOVAL, AT THE RISK AND COST OF THE CONTRACTOR . HOWEVER, IF BY THIS TIME THE CONTRACTOR HAS FAILED TO MAKE A PAYMENT DUE TO THE EMPLOYER, THESE ITEMS MAY BE SOLD BY THE EMPLOYER IN ORDER TO RECOVER THIS PAYMENT. ANY BALANCE OF THE PROCEEDS SHALL THEN BE PAID TO THE CONTRACTOR

1-3-3 VALUATION AT DATE OF TERMINATION

AS SOON AS PRACTICABLE AFTER A NOTICE OF TERMINATION UNDER SUB-CLAUSE [TERMINATION BY EMPLOYER] HAS TAKEN EFFECT, THE EMPLOYER TO AGREE OR DETERMINE THE VALUE OF THE CONRACTOR T’S DOCUMENTS, AND ANY OTHER SUMS DUE TO THE CONTRACTOR FOR WORK EXECUTED IN ACCORDANCE WITH THE CONTRACT.

1-3-4 PAYMENT AFTER TERMINATION

AFTER A NOTICE OF TERMINATION UNDER SUB-CLAUSE [TERMINATION BY EMPLOYER] HAS TAKEN EFFECT, THE EMPLOYER MAY:

     (A)    PROCEED WITH HIS CLAIMS.

    (B)     WITHHOLD FURTHER PAYMENTS TO THE CONTRACTOR UNTIL THE COSTS OF COMPLETION OF THE CONTRACTOR SERVICES, DAMAGES FOR IN COMPLETION (IF ANY), AND ALL OTHER COSTS INCURRED BY THE EMPLOYER, HAVE BEEN ESTABLISHED, AND/OR

   (C)      RECOVER FROM THE CONTRACTOR ANY LOSSES AND DAMAGES INCURRED BY THE EMPLOYER AND ANY EXTRA COSTS OF COMPLETING THE CONTRACTOR SERVICES, AFTER ALLOWING FOR ANY SUM DUE TO THE CONTRACTOR  UNDER SUB-CLAUSE  [VALUATION AT DATE OF TERMINATION]. AFTER RECOVERING ANY SUCH LOSSES, DAMAGES AND EXTRA COSTS, THE EMPLOYER SHALL PAY ANY BALANCE TO THE CONTRACTOR

1-3-5 EMPLOYER’S ENTITLEMENT TO TERMINATION FOR CONVENIENCE

THE EMPLOYER SHALL BE ENTITLED TO TERMINATE THE CONTRACT, AT ANY TIME FOR THE EMPLOYER’S CONVENIENCE, BY GIVING NOTICE OF SUCH TERMINATION TO THE CONTRACTOR THE TERMINATION SHALL TAKE AFFECT 28 DAYS AFTER THE LATER OF THE DATES ON WHICH THE CONTRACTOR RECEIVES THIS NOTICE OR THE EMPLOYER RETURNS THE PERFORMANCE SECURITY. THE EMPLOYER SHALL NOT TERMINATE THE CONTRACT UNDER THIS SUB-CLAUSE IN ORDER TO COMPLETE THE SERVICES BY HIMSELF OR TO ARRANGE FOR THE COMPLETION OF THE CONTRACT SERVICES BY ANOTHER CONTRACTOR OR TO AVOID A TERMINATION OF THE CONTRACT BY THE CONTRACTOR.  UNDER    SUB-CLAUSE [PAYMENT ON  TERMINATION].

AFTER THIS TERMINATION, THE CONTRACT SHALL PROCEED IN ACCORDANCE WITH SUB-CLAUSE     (CESSATION OF CONTRACT SERVICES AND REMOVAL OF CONTRACT’S EQUIPMENT] AND SHALL BE PAID IN ACCORDANCE WITH SUB-CLAUSE  [PAYMENT 0N TERMINATION].

1-3-6  CORRUPT OR FRAUDULENT PRACTICES

IF THE EMPLOYER DETERMINES THAT THE CONTRACT HAS ENGAGED IN CORRUPT, FRAUDULENT, COLLUSIVE COERCIVE, OR OBSTRUCTIVE PRACTICES, IN COMPETING FOR OR IN EXECUTING THE CONTRACT, THEN THE EMPLOYER MAY, AFTER GIVING 14 DAYS NOTICE TO THE CONTRACT, TERMINATE THE CONTRACTOR `S EMPLOYMENT UNDER THE CONTRACT AND EXPEL HIM FROM THE SITE, AND THE PROVISIONS OF CLAUSE SHALL APPLY AS IF SUCH EXPULSION HAD BEEN MADE UNDER SUB-CLAUSE [TERMINATION BY EMPLOYER].

SHOULD ANY EMPLOYEE OF THE CONTRACT BE DETERMINED TO HAVE ENGAGED IN CORRUPT, FRAUDULENT, COLLUSIVE, COERCIVE, OR OBSTRUCTIVE PRACTICE DURING THE EXECUTION OF THE SERVICES, THEN THAT EMPLOYEE SHALL BE REMOVED.

FOR THE PURPOSES OF THIS SUB-CLAUSE:

(A) “CORRUPT PRACTICE” IS THE OFFERING, GIVING, RECEIVING OR SOLICITING, DIRECTLY OR INDIRECTLY, OF ANYTHING OF VALUE TO INFLUENCE IMPROPERLY THE ACTIONS OF ANOTHER PARTY;

(B) “FRAUDULENT PRACTICE” IS ANY ACT OR OMISSION, INCLUDING A MISREPRESENTATION, THAT KNOWINGLY OR RECKLESSLY MISLEADS, OR ATTEMPTS TO MISLEAD, A PARTY TO OBTAIN A FINANCIAL OR OTHER BENEFIT OR TO AVOID AN OBLIGATION;

(C) “COLLUSIVE PRACTICE” IS AN ARRANGEMENT BETWEEN TWO OR MORE PARTIES DESIGNED TO ACHIEVE AN IMPROPER PURPOSE, INCLUDING TO INFLUENCE IMPROPERLY THE ACTIONS OF ANOTHER PARTY;

(D) “COERCIVE PRACTICE” IS IMPAIRING OR HARMING, OR THREATENING TO IMPAIR OR HARM, DIRECTLY OR INDIRECTLY, ANY PARTY OR THE PROPERTY OF THE PARTY TO INFLUENCE IMPROPERLY THE ACTIONS OF A PARTY;

(E) “OBSTRUCTIVE PRACTICE” IS:


(I) DELIBERATELY DESTROYING, FALSIFYING, ALTERING OR CONCEALING OF EVIDENCE MATERIAL TO THE INVESTIGATION OR MAKING FALSE STATEMENTS TO INVESTIGATORS IN ORDER TO MATERIALLY IMPEDE AN EMPLOYER INVESTIGATION INTO ALLEGATIONS OF A CORRUPT, FRAUDULENT, COERCIVE OR COLLUSIVE PRACTICE; AND/OR THREATENING, HARASSING OR INTIMIDATING ANY PARTY TO PREVENT IT FROM DISCLOSING ITS KNOWLEDGE OF MATTERS RELEVANT TO THE INVESTIGATION OR FROM PURSUING THE INVESTIGATION, OR;

(II) ACTS INTENDED TO MATERIALLY IMPEDE THE EXERCISE OF THE EMPLOYER’S INSPECTION AND AUDIT RIGHTS PROVIDED FOR UNDER SUB-CLAUSE   INSPECTIONS AND AUDITS BY THE EMPLOYER].

1-4  TERMINATION BY CONTRACTOR

THE CONTRACTOR SHALL BE ENTITLED TO TERMINATE THE CONTRACT IF:

 

(A) THE EMPLOYER FAILS, WITHIN 56 DAYS AFTER RECEIVING A STATEMENT AND SUPPORTING DOCUMENTS, TO ISSUE THE RELEVANT PAYMENT CERTIFICATE,

(B) THE CONTRACTOR DOES NOT RECEIVE THE AMOUNT DUE UNDER AN INTERIM PAYMENT CERTIFICATE WITHIN 42 DAYS AFTER THE EXPIRY OF THE TIME .

(C) THE EMPLOYER SUBSTANTIALLY FAILS TO PERFORM HIS OBLIGATIONS UNDER THE CONTRACT IN SUCH MANNER AS TO MATERIALLY AND ADVERSELY AFFECT THE ECONOMIC BALANCE OF THE CONTRACT AND/OR THE ABILITY OF THE CONTRACT T TO PERFORM THE CONTRACT,

(D) A PROLONGED SUSPENSION AFFECTS THE WHOLE OF THE CONTRACT SERVICES.

(E) THE CONTRACTOR DOES NOT RECEIVE THE EMPLOYER`S INSTRUCTION RECORDING THE AGREEMENT OF BOTH PARTIES ON THE FULFILMENT OF THE CONDITIONS FOR THE COMMENCEMENT OF THE CONTRACT SERVICES UNDER CLAUSE [COMMENCEMENT OF SERVICES].

IN ANY OF THESE EVENTS OR CIRCUMSTANCES, THE CONTRACTOR MAY, UPON GIVING 14 DAYS’ NOTICE TO THE EMPLOYER, TERMINATE THE CONTRACT. HOWEVER, IN THE CASE OF SUB-PARAGRAPH (D), THE CONTRACT MAY BY NOTICE TERMINATE THE CONTRACT IMMEDIATELY.

THE CONTRACT’S ELECTION TO TERMINATE THE CONTRACT SHALL NOT PREJUDICE ANY OTHER RIGHTS OF THE CONTRACTOR , UNDER THE CONTRACT OR OTHERWISE.

 

1-4--1  CESSATION OF WORK AND REMOVAL OF CONTRACT’S EQUIPMENT

AFTER A NOTICE OF TERMINATION UNDER SUB-CLAUSE [EMPLOYER’S ENTITLEMENT TO TERMINATION FOR CONVENIENCE], SUB-CLAUSE TERMINATION BY CONTRACT] OR SUB-CLAUSE (OPTIONAL TERMINATION, PAYMENT AND RELEASE) HAS TAKEN EFFECT, THE CONTRACTOR SHALL PROMPTLY:

(A) CEASE ALL FURTHER SERVICES, EXCEPT FOR SUCH SERVICES AS MAY HAVE BEEN INSTRUCTED BY THE EMPLOYER FOR THE PROTECTION OF LIFE OR PROPERTY OR FOR THE SAFETY OF THE SERVICES,

(B) HAND OVER CONTRACT’S DOCUMENTS, EQUIPMENTS AND MATERIALS, FOR WHICH THE CONTRACT HAS RECEIVED PAYMENT, AND

(C) REMOVE ALL OTHER EQUIPMENTS AND MATERIALS, EXCEPT AS NECESSARY FOR SAFETY, AND LEAVE THE SITE.

1-4-2  PAYMENT ON TERMINATION

AFTER A NOTICE OF TERMINATION UNDER SUB-CLAUSE [TERMINATION BY CONTRACT] HAS TAKEN EFFECT, THE EMPLOYER SHALL PROMPTLY:

 

(A) RETURN THE PERFORMANCE SECURITY TO THE CONTRACT,

(B) PAY THE CONTRACT IN ACCORDANCE WITH SUB-CLAUSE [OPTIONAL TERMINATION, PAYMENT AND RELEASE], AND

(C) PAY TO THE CONTRACT T THE AMOUNT OF ANY LOSS OR DAMAGE SUSTAINED BY THE CONTRACTOR AS A RESULT OF THIS TERMINATION.

2-  CONTRACTOR  OBLIGATION-GENERAL

 

THE CONTRACT SHALL PERFORM THE SERVICES AND CARRY OUT THEIR OBLIGATIONS WITH ALL DUE DILIGENCE, EFFICIENCY, AND ECONOMY, IN ACCORDANCE WITH GENERALLY ACCEPTED PROFESSIONAL TECHNIQUES AND PRACTICES, AND SHALL OBSERVE SOUND MANAGEMENT PRACTICES, AND EMPLOY APPROPRIATE ADVANCED TECHNOLOGY AND SAFE METHODS.  THE CONTRACT S SHALL ALWAYS ACT, IN RESPECT OF ANY MATTER RELATING TO THIS CONTRACT OR TO THE SERVICES, AS FAITHFUL ADVISERS TO THE EMPLOYER, AND SHALL AT ALL TIMES SUPPORT AND SAFEGUARD THE EMPLOYER’S LEGITIMATE INTERESTS IN ANY DEALINGS WITH SUB CONTRACT OR THIRD PARTIES.

THE CONTRACT’S PERSONNEL SHALL BE APPROPRIATELY QUALIFIED, SKILLED AND EXPERIENCED IN THEIR RESPECTIVE TRADES OR OCCUPATIONS. THE EMPLOYER MAY REQUIRE THE CONTRACT TO REMOVE (OR CAUSE TO BE REMOVED) ANY PERSON EMPLOYED FOR THE MISSION, INCLUDING THE CONTRACT’S REPRESENTATIVE IF APPLICABLE, WHO:

 (A)         PERSISTS IN ANY MISCONDUCT OR LACK OF CARE,

(B) CARRIES OUT DUTIES INCOMPETENTLY OR NEGLIGENTLY,

 (C) FAILS TO CONFORM WITH ANY PROVISIONS OF THE CONTRACT, OR

 (D)      PERSISTS IN ANY CONDUCT WHICH IS PREJUDICIAL TO SAFETY, HEALTH, OR THE PROTECTION OF THE ENVIRONMENT.

3- RISK AND RESPONSIBILITY

3-1. INDEMNITIES

THE CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE COMPANY’S PERSONNEL, AND THEIR RESPECTIVE AGENTS, AGAINST AND FROM ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) IN RESPECT OF:

  (A) BODILY INJURY, SICKNESS, DISEASE OR DEATH, OF ANY PERSON WHATSOEVER ARISING OUT OF OR IN THE COURSE OF OR BY REASON OF THE DESIGN, EXECUTION AND COMPLETION OF THE WORKS AND THE REMEDYING OF ANY DEFECTS, UNLESS ATTRIBUTABLE TO ANY NEGLIGENCE, WILLFUL ACT OR BREACH OF THE CONTRACT BY THE EMPLOYER, THE EMPLOYER’S PERSONNEL, OR ANY OF THEIR RESPECTIVE AGENTS,

  (B DAMAGE TO OR LOSS OF ANY PROPERTY, REAL OR PERSONAL (OTHER THAN THE WORKS), TO THE EXTENT THAT SUCH DAMAGE OR LOSS, ARISES OUT OF OR IN THE COURSE OF OR BY REASON OF THE CONTRACTOR’S DESIGN (IF ANY), THE EXECUTION AND COMPLETION OF THE WORKS AND THE REMEDYING OF ANY DEFECTS, UNLESS AND TO THE EXTENT THAT ANY SUCH DAMAGE OR LOSS IS ATTRIBUTABLE TO ANY NEGLIGENCE, WILFUL ACT OR BREACH OF THE CONTRACT BY THE EMPLOYER, THE COMPANY’S PERSONNEL, THEIR RESPECTIVE AGENTS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM.

THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS THE CONTRACTOR, THE CONTRACTOR’S PERSONNEL, AND THEIR RESPECTIVE AGENTS, AGAINST AND FROM ALL CLAIMS,  DAMAGES, LOSSES AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) IN RESPECT OF (1) BODILY INJURY, SICKNESS, DISEASE OR DEATH, WHICH IS ATTRIBUTABLE TO ANY NEGLIGENCE, WILLFUL ACT OR BREACH OF THE CONTRACT BY THE EMPLOYER, THE COMPANY’S PERSONNEL, OR ANY OF THEIR RESPECTIVE AGENTS, AND (2) THE MATTERS FOR WHICH LIABILITY MAY BE EXCLUDED FROM INSURANCE COVER, AS DESCRIBED IN SUB-PARAGRAPHS (D)(I), (II) AND (III) OF SUB-CLAUSE 18.3 [INSURANCE AGAINST INJURY TO PERSONS AND DAMAGE TO PROPERTY].

3-.2 CONTRACTOR’S CARE OF THE WORKS

THE CONTRACTOR SHALL TAKE FULL RESPONSIBILITY FOR THE CARE OF THE WORKS AND GOODS FROM THE COMMENCEMENT DATE UNTIL THE TAKING-OVER CERTIFICATE IS ISSUED (OR IS DEEMED TO BE ISSUED UNDER SUB-CLAUSE  [TAKING OVER OF THE WORKS AND SECTIONS]) FOR THE WORKS, WHEN RESPONSIBILITY FOR THE CARE OF THE WORKS SHALL PASS TO THE COMPANY. IF A TAKING-OVER CERTIFICATE IS ISSUED (OR IS SO DEEMED TO BE ISSUED) FOR ANY SECTION OF THE WORKS, RESPONSIBILITY FOR THE CARE OF THE SECTION SHALL THEN PASS TO THE COMPANY.

AFTER RESPONSIBILITY HAS ACCORDINGLY PASSED TO THE COMPANY THE CONTRACTOR SHALL TAKE RESPONSIBILITY FOR THE CARE OF ANY WORK WHICH IS OUTSTANDING ON THE DATE STATED IN A TAKING-OVER CERTIFICATE, UNTIL THIS OUTSTANDING WORK HAS BEEN COMPLETED.

IF ANY LOSS OR DAMAGE HAPPENS TO THE WORKS, GOODS OR CONTRACTOR’S DOCUMENTS DURING THE PERIOD WHEN THE CONTRACTOR IS RESPONSIBLE FOR THEIR CARE, FROM ANY CAUSE NOT LISTED IN SUB-CLAUSE 35.3 [EMPLOYER’S RISKS], THE CONTRACTOR SHALL RECTIFY THE LOSS OR DAMAGE AT THE CONTRACTOR’S RISK AND COST, SO THAT THE WORKS, GOODS AND CONTRACTOR’S DOCUMENTS CONFORM WITH THE CONTRACT.

THE CONTRACTOR SHALL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY ACTIONS PERFORMED BY THE CONTRACTOR AFTER A TAKING-OVER CERTIFICATE HAS BEEN ISSUED. THE CONTRACTOR SHALL ALSO BE LIABLE FOR ANY LOSS OR DAMAGE WHICH OCCURS AFTER A TAKING-OVER CERTIFICATE HAS BEEN ISSUED AND WHICH AROSE FROM A PREVIOUS EVENT FOR WHICH THE CONTRACTOR WAS LIABLE.

3.3 EMPLOYER’S RISKS

THE RISKS REFERRED TO IN SUB-CLAUSE 35.4 BELOW [CONSEQUENCES OF EMPLOYER’S RISKS] BELOW, INSOFAR AS THEY DIRECTLY AFFECT THE EXECUTION OF THE WORKS IN THE COUNTRY, ARE:

  (A) WAR, HOSTILITIES (WHETHER WAR BE DECLARED OR NOT), INVASION, ACT OF FOREIGN ENEMIES,

  (B) REBELLION, TERRORISM, SABOTAGE BY PERSONS OTHER THAN THE CONTRACTOR`S PERSONNEL,  REVOLUTION, INSURRECTION, MILITARY OR USURPED POWER, OR CIVIL WAR, WITHIN THE COUNTRY,

  (C) RIOT, COMMOTION OR DISORDER WITHIN THE COUNTRY BY PERSONS OTHER THAN THE CONTRACTOR’S PERSONNEL AND OTHER EMPLOYEES OF THE CONTRACTOR AND SUBCONTRACTORS,

  (D) MUNITIONS OF WAR, EXPLOSIVE MATERIALS, IONIZING RADIATION OR CONTAMINATION BY RADIO-ACTIVITY, WITHIN THE COUNTRY, EXCEPT AS MAY BE ATTRIBUTABLE TO THE CONTRACTOR’S USE OF SUCH MUNITIONS, EXPLOSIVES, RADIATION OR RADIOACTIVITY, 

(E) PRESSURE WAVES CAUSED BY AIRCRAFT OR OTHER AERIAL DEVICES TRAVELLING AT SONIC OR SUPERSONIC SPEEDS.

3-4 CONSEQUENCES OF EMPLOYER’S RISKS

IF AND TO THE EXTENT THAT ANY OF THE RISKS LISTED IN SUB-CLAUSE 35.3 ABOVE RESULTS IN LOSS OR DAMAGE TO THE WORKS, GOODS OR CONTRACTOR’S DOCUMENTS, THE CONTRACTOR SHALL PROMPTLY GIVE NOTICE TO THE EMPLOYER AND SHALL RECTIFY THIS LOSS OR DAMAGE TO THE EXTENT REQUIRED BY THE EMPLOYER.

IF THE CONTRACTOR SUFFERS AND/OR INCURS COST FROM RECTIFYING THIS LOSS OR DAMAGE, THE CONTRACTOR SHALL GIVE A FURTHER NOTICE TO THE EMPLOYER AND SHALL BE ENTITLED SUBJECT TO SUB-CLAUSE 12.1 [CONTRACTOR’S CLAIMS] TO:

  (A) AN EXTENSION OF TIME FOR ANY SUCH , IF COMPLETION IS OR WILL BE ED, UNDER SUB-CLAUSE  [EXTENSION OF TIME FOR COMPLETION]. AND

  (B) PAYMENT OF ANY SUCH COST, WHICH SHALL BE ADDED TO THE CONTRACT PRICE.

ALTER RECEIVING THIS FURTHER NOTICE, THE EMPLOYER SHALL PRECEDE IN ACCORDANCE WITH SUB CLAUSE

[DETERMINATIONS] TO AGREE OR DETERMINE THESE MAILERS.

3.5 INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

IN THIS SUB-CLAUSE, “INFRINGEMENT” MEANS AN INFRINGEMENT (OR ALLEGED INFRINGEMENT) OF ANY PATENT, REGISTERED DESIGN, COPYRIGHT, TRADE MARK, TRADE NAME, TRADE SECRET OR OTHER INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHT RELATING TO THE WORKS; AND “CLAIM” MOANS A CLAIM (OR PROCEEDINGS PURSUING A CLAIM) ALLEGING AN INFRINGEMENT.

WHENEVER A PARTY DOES NOT GIVE NOTICE TO THE OTHER PARTY OF ANY CLAIM WITHIN 28 DAYS OF RECEIVING THE CLAIM, THE FIRST PARTY SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT TO INDEMNITY UNDER THIS SUB- CLAUSE. THE EMPLOYER SHALL INDEMNIFY AND HOLD THE CONTRACTOR HARMLESS AGAINST AND FROM ANY CLAIM ALLEGING AN INFRINGEMENT WHICH IS OR WAS:

  (A) AN UNAVOIDABLE RESULT OF THE CONTRACTOR’S COMPLIANCE WITH THE EMPLOYER`S REQUIREMENTS .

  (B) A RESULT OF ANY WORKS BEING USED BY THE EMPLOYER:

    (I) FOR A PURPOSE OTHER THAN THAT INDICATED BY, OR REASONABLY TO BE INFERRED FROM, THE CONTRACT, OR

    (II) IN CONJUNCTION WITH ANY THING NOT SUPPLIED BY THE CONTRACTOR, UNLESS SUCH USE WAS DISCLOSED TO THE CONTRACTOR PRIOR TO THE BASE DATE OR IS STATED IN THE CONTRACT. THE CONTRACTOR SHALL INDEMNIFY AND HOLD THE EMPLOYER HARMLESS AGAINST AND FROM ANY OTHER CLAIM WHICH ARISES OUT OF OR IN RELATION TO (I) THE CONTRACTOR’S DESIGN, MANUFACTURE, CONSTRUCTION OR EXECUTION OF THE WORKS, (II) THE USE OF CONTRACTOR’S EQUIPMENT, OR (III) THE PROPER USE OF THE WORKS.

IF A PARTY IS ENTITLED TO BE INDEMNIFIED UNDER THIS SUB-CLAUSE, THE INDEMNIFYING PARTY MAY (AT ITS COST) CONDUCT NEGOTIATIONS FOR THE SETTLEMENT OF THE CLAIM, AND ANY LITIGATION OR ARBITRATION WHICH MAY ARISE FROM IT. THE OTHER PARTY SHALL, AT THE REQUEST AND COST OF THE INDEMNIFYING PARTY, ASSIST IN CONTESTING THE CLAIM. THIS OTHER PARTY (AND ITS PERSONNEL) SHALL NOT MAKE ANY ADMISSION WHICH MIGHT BE PREJUDICIAL TO THE INDEMNIFYING PARTY, UNLESS THE INDEMNIFYING PARTY FAILED TO TAKE OVER THE CONDUCT OF ANY NEGOTIATIONS, LITIGATION OR ARBITRATION UPON BEING REQUESTED TO DO SO BY SUCH OTHER PARTY.

5.6 USE OF EMPLOYER’S ACCOMMODATION/FACILITIES

THE CONTRACTOR SHALL TAKE FULL RESPONSIBILITY FOR THE CARE OF THE COMPANY PROVIDED ACCOMMODATION AND FACILITIES, IF ANY, AS DETAILED IN THE SPECIFICATION, FROM THE RESPECTIVE DATES OF HAND-OVER TO THE CONTRACTOR UNTIL CESSATION OF OCCUPATION (WHERE HAND-OVER OR CESSATION OF OCCUPATION MAY TAKE PLACE AFTER THE DATE STATED IN THE TAKING-OVER CERTIFICATE FOR THE WORKS).

IF ANY LOSS OR DAMAGE HAPPENS TO ANY OF THE ABOVE ITEMS WHILE THE CONTRACTOR IS RESPONSIBLE FOR THEIR CARE ARISING FROM ANY CAUSE WHATSOEVER OTHER THAN THOSE FOR WHICH THE COMPANY IS LIABLE, THE CONTRACTOR SHALL, AT HIS OWN COST, RECTIFY THE LOSS OR DAMAGE TO THE SATISFACTION OF THE ENGINEER.

 

6-INSURANCE

6.1 GENERAL REQUIREMENT FOR INSURANCES

IN THIS CLAUSE, “INSURING PARTY” MEANS, FOR EACH TYPE OF INSURANCE, THE PARTY RESPONSIBLE FOR EFFECTING AND MAINTAINING THE INSURANCE SPECIFIED IN THE RELEVANT SUB-CLAUSE.

WHEREVER THE CONTRACTOR IS THE INSURING PARTY, EACH INSURANCE SHALL BE AFFECTED WITH INSURERS AND IN TERMS APPROVED BY THE COMPANY THESE TERMS SHALL BE CONSISTENT WITH ANY TERMS AGREED BY BOTH PARTIES BEFORE THEY SIGNED THE CONTRACT AGREEMENT. THIS AGREEMENT OF TERMS SHALL TAKE PRECEDENCE OVER THE PROVISIONS OF THIS CLAUSE.

WHEREVER THE COMPANY IS THE INSURING PARTY, EACH INSURANCE SHALL BE AFFECTED WITH INSURERS AND IN TERMS ACCEPTABLE TO THE CONTRACT. THESE TERMS SHALL BE CONSISTENT WITH ANY TERMS AGREED BY BOTH PARTIES BEFORE THE DATE OF THE LETTER OF ACCEPTANCE. THIS AGREEMENT OF TERMS SHALL TAKE PRECEDENCE OVER THE PROVISIONS OF THIS CLAUSE .

IF A POLICY IS REQUIRED TO INDEMNIFY JOINT INSURED, THE COVER SHALL APPLY SEPARATELY TO EACH INSURED AS THOUGH A SEPARATE POLICY HAD BEEN ISSUED FOR EACH OF THE JOINT INSURED. IF A POLICY INDEMNITIES ADDITIONAL JOINT INSURED, NAMELY IN ADDITION TO THE INSURED SPECIFIED IN THIS CLAUSE, (I) THE CONTRACTOR SHALL ACT UNDER THE POLICY ON BEHALF OF THESE ADDITIONAL JOINT INSURED EXCEPT THAT THE COMPANY SHALL ACT FOR EMPLOYER’S PERSONNEL, (II) ADDITIONAL JOINT INSURED SHALL NOT BE ENTITLED TO RECEIVE PAYMENTS DIRECTLY FROM THE INSURER OR TO HAVE ANY OTHER DIRECT DEALINGS WITH THE INSURER, AND (III) THE INSURING PARTY SHALL REQUIRE ALL ADDITIONAL JOINT INSURED TO COMPLY WITH THE CONDITIONS STIPULATED IN THE POLICY.

EACH POLICY INSURING AGAINST LOSS OR DAMAGE SHALL PROVIDE FOR PAYMENTS TO BE MADE IN THE CURRENCIES .REQUIRED TO RECTIFY THE LOSS OR DAMAGE. PAYMENTS RECEIVED FROM INSURERS SHALL BE USED FOR THE RECTIFICATION OF THE LOSS OR DAMAGE.

THE RELEVANT INSURING PARTY SHALL, WITHIN THE RESPECTIVE PERIODS STATED IN THE CONTRACT DATA (CALCULATED FROM THE COMMENCEMENT DATE), SUBMIT TO THE OTHER PARTY:

  (A) EVIDENCE THAT THE INSURANCES DESCRIBED IN THIS CLAUSE HAVE BEEN EFFECTED, AND

  (B) COPIES OF THE POLICIES FOR THE INSURANCES DESCRIBED IN SUB-CLAUSE 18.2 (INSURANCE OF WORK AND CONTRACTOR’S EQUIPMENT) AND SUB-CLAUSE 18.3 [INSURANCE AGAINST INJURY TO PERSONS AND DAMAGE TO PROPERTY].

WHEN EACH PREMIUM IS PAID, THE INSURING PARTY SHALL SUBMIT EVIDENCE OF PAYMENT TO THE   OTHER PARTY.

EACH PARTY SHALL COMPLY WITH THE CONDITIONS STIPULATED IN EACH OF THE INSURANCE POLICIES. THE INSURING PARTY SHALL KEEP THE INSURERS INFORMED OF ANY RELEVANT CHANGES TO THE EXECUTION OF THE WORKS AND ENSURE THAT INSURANCE IS MAINTAINED IN ACCORDANCE WITH THIS CLAUSE.

NEITHER PARTY SHALL MAKE ANY MATERIAL ALTERATION TO THE TERMS OF ANY INSURANCE WITHOUT THE PRIOR APPROVAL OF THE OTHER PARTY. IF AN INSURER MAKES (OR ATTEMPTS TO MAKE) ANY ALTERATION, THE PARTY FIRST NOTIFIED BY THE INSURER SHALL PROMPTLY GIVE NOTICE TO THE OTHER PARTY.

IF THE INSURING PARTY FAILS TO EFFECT AND KEEP IN FORCE ANY OF THE INSURANCES IT IS REQUIRED TO EFFECT AND MAINTAIN UNDER THE CONTRACT, OR FAILS TO PROVIDE SATISFACTORY EVIDENCE AND COPIES OF POLICIES IN ACCORDANCE WITH THIS SUB-CLAUSE, THE OTHER PARTY MAY (AT ITS OPTION AND WITHOUT PREJUDICE TO ANY OTHER RIGHT OR REMEDY) EFFECT INSURANCE FOR THE RELEVANT COVERAGE AND PAY THE PREMIUMS DUE. THE INSURING PARTY SHALL PAY THE AMOUNT OF THESE PREMIUMS TO THE OTHER PARTY AND THE CONTRACT PRICE SHALL BE ADJUSTED ACCORDINGLY.

NOTHING IN THIS CLAUSE LIMITS THE OBLIGATIONS, LIABILITIES OR RESPONSIBILITIES OF THE CONTRACTOR OR THE EMPLOYER, UNDER THE OTHER TERMS OF THE CONTRACT OR OTHERWISE. ANY AMOUNTS NOT INSURED OR NOT RECOVERED FROM THE INSURERS SHALL BE BORNE BY THE CONTRACTOR AND/OR THE EMPLOYER IN ACCORDANCE WITH THESE OBLIGATIONS, LIABILITIES OR RESPONSIBILITIES. HOWEVER, IF THE INSURING PARTY FAILS TO EFFECT AND KEEP IN FORCE AN INSURANCE WHICH IS AVAILABLE AND WHICH IT IS REQUIRED TO EFFECT AND MAINTAIN UNDER THE CONTRACT, AND (HO OTHER PARTY NEITHER APPROVES THE OMISSION NOR EFFECTS INSURANCE FOR THE COVERAGE RELEVANT TO THIS DEFAULT, ANY MONEYS WHICH SHOULD HAVE BEEN RECOVERABLE UNDER THIS INSURANCE SHALL BE PAID BY THE INSURING PARTY.

PAYMENTS BY ONE PARTY TO THE OTHER PARTY SHALL BE SUBJECT TO SUB-CLAUSE  [EMPLOYER’S CLAIMS] OR SUB-CLAUSE12.1[CONTRACTOR’S CLAIMS], AS APPLICABLE.

THE CONTRACTOR SHALL BE ENTITLED TO PLACE ALL INSURANCES RELATING TO THE CONTRACT (INCLUDING, BUT NOT LIMITED TO THE INSURANCE REFERRED TO CLAUSE36) WITH INSURERS FROM ANY ELIGIBLE SOURCE COUNTRY.

6-2 INSURANCE FOR WORKS AND CONTRACTOR’S EQUIPMENT

THE INSURING PARTY SHALL INSURE THE WORKS, PLANT, MATERIALS AND CONTRACTOR’S DOCUMENTS FOR NOT LESS THAN THE FULL REINSTATEMENT COST INCLUDING THE COSTS OF DEMOLITION, REMOVAL OF DEBRIS AND PROFESSIONAL LEES AND PROFIT. THIS INSURANCE SHALL BE EFFECTIVE FROM THE DATE BY WHICH THE EVIDENCE IS TO BE SUBMITTED UNDER SUB-PARAGRAPH (A) OF SUB-CLAUSE 36-1 [GENERAL REQUIREMENTS FOR INSURANCES], UNTIL THE DATE OF ISSUE OF THE TAKING-OVER CERTIFICATE FOR THE WORKS.

THE INSURING PARTY SHALL MAINTAIN THIS INSURANCE TO PROVIDE COVER UNTIL THE DATE OF ISSUE OF THE PERFORMANCE CERTIFICATE, FOR LOSS OR DAMAGE FOR WHICH THE CONTRACTOR IS LIABLE ARISING FROM A CAUSE OCCURRING PRIOR TO THE ISSUE OF THE TAKING-OVER CERTIFICATE, AND FOR LOSS OR DAMAGE CAUSED BY THE CONTRACTOR OR SUBCONTRACTORS IN THE COURSE OF ANY OTHER OPERATION (INCLUDING THOSE UNDER CLAUSE [DEFECTS LIABILITY] AND CLAUSE [TESTS COMPLETION]).

THE INSURING PARTY SHALL INSURE THE CONTRACTOR’S EQUIPMENT FOR NOT LESS THAN THE FULL REPLACEMENT VALUE, INCLUDING DELIVERY TO SITE. FOR EACH ITEM OF CONTRACTOR’S EQUIPMENT, THE INSURANCE SHALL BE EFFECTIVE WHILE IT IS BEING TRANSPORTED TO THE SITE AND UNTIL IT IS NO LONGER REQUIRED AS CONTRACTOR’S EQUIPMENT.

UNLESS OTHERWISE STATED IN THE CONTRACT DATA, INSURANCES UNDER THIS SUB-CLAUSE:

  (A) SHALL BE EFFECTED AND MAINTAINED BY THE CONTRACTOR AS INSURING PARTY,

  (B) SHALL BE IN THE JOINT NAMES OF THE PARTIES, WHO SHALL BE JOINTLY ENTITLED TO RECEIVE PAYMENTS FROM THE INSURERS, PAYMENTS BEING HELD OR ALLOCATED TO THE PARTY ACTUALLY BEARING THE COSTS OF RECTIFYING THE LOSS OR DAMAGE,

  (C) SHALL COVER ALL TOSS AND DAMAGE FROM ANY CAUSE NOT LISTED IN SUB-CLAUSE [EMPLOYER’S RISKS],

  (D) SHALL ALSO COVER, TO THE EXTENT SPECIFICALLY REQUIRED IN THE BIDDING DOCUMENTS OF THE CONTRACT, LOSS OR DAMAGE FROM THE RISKS LISTED IN SUB-PARAGRAPH (C) OF SUB-CLAUSE  [EMPLOYER’S RISKS]. WITH DEDUCTIBLES PER OCCURRENCE OF NOT MORE THAN THE AMOUNT STATED IN THE CONTRACT DATA (IF AN AMOUNT IS NOT SO STATED, THIS SUB-PARAGRAPH (D) SHALL NOT APPLY), AND

  (E) MAY HOWEVER EXCLUDE LOSS OF, DAMAGE TO, AND REINSTATEMENT OF:

    (I) A PART OF THE WORKS WHICH IS IN A DEFECTIVE CONDITION DUE TO A DEFECT IN ITS DESIGN, MATERIALS OR WORKMANSHIP (BUT COVER SHALL INCLUDE ANY OTHER PARTS WHICH ARE LOST OR DAMAGED AS A DIRECT RESULT OF THIS DEFECTIVE CONDITION AND NOT AS DESCRIBED IN SUB-PARAGRAPH (II) BELOW

    (II) A PART OF THE WORKS WHICH IS LOST OR DAMAGED IN ORDER TO REINSTATE ANY OTHER PART OF THE WORKS IF THIS OTHER PART IS IN A DEFECTIVE CONDITION DUE TO A DEFECT IN ITS DESIGN, MATERIALS OR WORKMANSHIP,

    (III) A PART OF THE WORKS WHICH HAS BEEN TAKEN OVER BY THE EMPLOYER, EXCEPT TO THE   EXTENT THAT THE CONTRACTOR IS LIABLE FOR THE LOSS OR DAMAGE, AND

    (IV) GOODS WHILE THEY ARE NOT IN THE COUNTRY, SUBJECT TO SUB-CLAUSE  [PLANT AND MATERIALS INTENDED FOR THE WORKS].

IF, MORE THAN ONE YEAR AFTER THE BASE DATE, THE COVER DESCRIBED IN SUB-PARAGRAPH (D) ABOVE CEASES TO BE AVAILABLE AT COMMERCIALLY REASONABLE TERMS, THE CONTRACTOR SHALL (AS INSURING PARTY) GIVE NOTICE TO THE EMPLOYER, WITH SUPPORTING PARTICULARS. THE EMPLOYER SHALL THEN (I) BE ENTITLED SUBJECT TO SUB-CLAUSE  [EMPLOYER’S CLAIMS] TO PAYMENT OF AN AMOUNT EQUIVALENT TO SUCH COMMERCIALLY REASONABLE TERMS AS THE CONTRACTOR SHOULD HAVE EXPECTED TO HAVE PAID FOR SUCH COVER, AND (II) BE DEEMED, UNLESS HE OBTAINS THE COVER AT COMMERCIALLY REASONABLE TERMS, TO HAVE APPROVED THE OMISSION UNDER SUB-CLAUSE36-1 [GENERAL REQUIREMENTS FOR INSURANCES].

7-3 INSURANCE AGAINST INJURY TO PERSONS AND DAMAGE TO PROPERTY

THE INSURING PARTY SHALL INSURE AGAINST EACH PARTY’S LIABILITY FOR ANY LOSS, DAMAGE, DEATH OR BODILY INJURY WHICH MAY OCCUR TO ANY PHYSICAL PROPERTY (EXCEPT THINGS INSURED UNDER SUB-CLAUSE36.2 [INSURANCE FOR WORKS AND CONTRACTOR’S EQUIPMENT]) OR TO ANY PERSON (EXCEPT PERSONS INSURED UNDER SUB- CLAUSE36, 4 [INSURANCE FOR CONTRACTOR’S PERSONNEL ]), WHICH MAY ARISE OUT OF THE CONTRACTOR’S PERFORMANCE OF THE CONTRACT AND OCCURRING BEFORE THE ISSUE OF THE PERFORMANCE CERTIFICATE.

THIS INSURANCE SHALL BE FOR A LIMIT PAR OCCURRENCE OF NOT LESS THAN THE AMOUNT STATED IN CONDITIONS, WITH NO LIMIT ON THE NUMBER OF OCCURRENCE. IF AN AMOUNT IS NOT STATED IN THE CONTRACT, THIS SUB-CLAUSE SHALL NOT APPLY.

UNLESS OTHERWISE STATED IN THE CONTRACT DATA, THE INSURANCES SPECIFIED IN THIS SUB-CLAUSE:

  (A) SHALL BE EFFECTED AND MAINTAINED BY THE CONTRACTOR AS INSURING PARTY,

  (B) SHALL BE IN THE JOINT NAMES OF THE PARTIES,

  (C) SHALL BE EXTENDED TO COVER LIABILITY FOR ALL LOSS AND DAMAGE TO THE EMPLOYER’S PROPERTY (EXCEPT THINGS INSURED UNDER SUB- CLAUSE36.2) ARISING OUT OF THE CONTRACTOR’S PERFORMANCE OF THE CONTRACT, AND

  (D) MAY HOWEVER EXCLUDE LIABILITY TO THE EXTENT THAT IT ARISES FROM:

    (I) THE EMPLOYER’S RIGHT TO HAVE THE PERMANENT WORKS EXECUTED ON, OVER, UNDER, IN OR    THROUGH ANY LAND, AND TO OCCUPY THIS LAND FOR THE PERMANENT WORKS,

    (II) DAMAGE WHICH IS AN UNAVOIDABLE RESULT OF THE CONTRACTOR’S OBLIGATIONS TO EXECUTE THE WORKS AND REMEDY ANY DEFECTS, AND

    (III) A CAUSE LISTED IN SUB-CLAUSE35.3 [EMPLOYER’S RISKS], EXCEPT TO THE EXTENT THAT    COVER IS AVAILABLE AT COMMERCIALLY REASONABLE TERMS.

7.4 INSURANCE FOR CONTRACTOR’S PERSONNEL

THE CONTRACTOR SHALL EFFECT AND MAINTAIN INSURANCE AGAINST LIABILITY FOR CLAIMS, DAMAGES, LOSSES AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) ARISING FROM INJURY, SICKNESS, DISEASE OR DEATH OF ANY PERSON EMPLOYED BY THE CONTRACTOR OR ANY OTHER OF THE CONTRACTORS PERSONNEL.

THE INSURANCE SHALL COVER THE EMPLOYER AND THE ENGINEER AGAINST LIABILITY FOR CLAIMS, DAMAGES, LOSSES AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) ARISING FROM INJURY, SICKNESS, DISEASE OR DEATH OF ANY PERSON EMPLOYED BY THE CONTRACTOR OR ANY OTHER OF THE CONTRACTOR’S PERSONNEL, EXCEPT THAT THIS INSURANCE MAY EXCLUDE LOSSES AND CLAIMS TO THE   EXTENT THAT THEY ARISE FROM ANY ACT OR NEGLECT OF THE EMPLOYER OR OF THE EMPLOYER’S PERSONNEL.

THE INSURANCE SHALL BE MAINTAINED IN FULL FORCE AND EFFECT DURING THE WHOLE TIME THAT THESE PERSONNEL ARE ASSISTING IN THE EXECUTION OF THE WORKS. FOR A SUBCONTRACTOR’S EMPLOYEES, THE INSURANCE MAY BE AFFECTED BY THE SUBCONTRACTOR, BUT THE CONTRACTOR SHALL BE RESPONSIBLE FOR COMPLIANCE WITH THIS CLAUSE.

8 --CONTRACTOR EMPLOYEES

CONTRACTOR IS NOT PERMITTED TO EMPLOY OFFICIAL(S) OF IRAQI OIL INSTITUTE  TO EXECUTE SERVICE CONTRACTS (DRILLING, CEMENTING, LOGGING OR COMPLETION OF WELLS, …ETC) INSIDE IRAQ, OTHERWISE THE CONTRACTOR WILL BE LIABLE TO ALL LEGAL CONSEQUENCES ACCORDING TO IRAQI LAW.

-          FOR PROJECT CONTRACTS

SECOND PARTY SHOULD GIVE A FULL OBLIGATION TO EMPLOY AT LEAST 50% OF HIS EMPLOYEES OF LOCAL LABORS THOUGH LABOR`S CENTER IN BAGHDAD AND OTHER GOVRS. EXCEPT WHEN  LABOR`S CENTER APOLOGIZE TO PROVIDE THE REQUIRED NUMBERS THROUGH A FORMAL LETTER DURING 30 DAYS FROM RECEIVING THE REQUEST.



نشرت بتاريخ: 25-01-2016 | مجموع القراءات: 1800

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