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- SC-27 Language Requirements
- SC-28 Drugs, Alcohol And Weapons
- SC-29 Right To Work Tools And Work Product
- SC-30 Importation Of Equipment, Materials And Services
- SC-34 Customs And Duties
- SC-40 Goods And Services
- EXHIBIT B
- SC-1 Definitions
- SC-2 Insurance
SC-26 Key PersonnelSubcontractor shall not reassign or remove the key personnel listed below without the prior written authorization of Contractor. Name Title/Position Contractor’s organization charts together with deployment schedule and key personnel shall be subject to prior approval of Contractor. SC-27 Language RequirementsSubcontractor shall prepare all Project Documents and drawings, and the Parties shall conduct all communications in connection with the Work, in the English language. Any documentation received by Contractor in any other language shall not be accepted and must be resubmitted in English unless it is an official certificate in which case it must be accompanied by an "approved" legal English translation. Any impact on cost or schedule relating to this requirement shall be Subcontractor’s sole responsibility. SC-28 Drugs, Alcohol And WeaponsSubcontractor's personnel shall not bring onto the Jobsite, or any other location where the provisions of this Subcontract apply: 1. Any firearm of whatsoever nature, knife with a blade exceeding four (4) inches (100 millimeters) in length or any other object which in the sole judgment of Contractor is determined to be a potential weapon. 2. Alcoholic beverages of any nature. 3. Illegal or Contractor or Owner prohibited non-prescription drugs of any nature without exception. Subcontractor shall abide by and enforce the requirements of this clause to include the immediate removal from the Work under this Subcontract of any employee who has violated the requirements of this clause or who Contractor, in its sole judgment, determines has violated the requirements of this clause.
Subject to the provisions of the Special Condition “Nondisclosure”, Subcontractor is hereby granted a non-terminable, non-exclusive, royalty-free licence to copy and use the drawings, reports, microfilms, software, results, studies, calculations, data and any other documents or information including as-built drawings, operating and maintenance manuals referred to in above in connection with Subcontractor’s normal business development. SC-30 Importation Of Equipment, Materials And ServicesSubcontractor shall import into nation all equipment, materials and services not locally available and required for the performance of the Work, subject to all provisions which grant Contractor, Owner or Subcontractor an exemption from or reduction of any customs duties, import and export taxes, or other charges (Exemption). Subcontractor shall not perform or omit any act which results in prejudice to such Exemption. Subcontractor shall be responsible for all clearances, fees, charges and requirements of whatsoever nature for the importation of such equipment, materials and services including all port dues, landing pilotage, lighterage and all other dues and charges whatsoever relating to the importation of equipment, materials and services. In executing its obligations under the Subcontract, Subcontractor shall use the ports in the nation International Airport, for the import of all Goods, materials, equipment, machines, accessories, spare parts and tools as well as construction special tools and erection equipment and any other incidental items to be delivered to the Jobsite. Owner or Contractor shall not be responsible for payment of customs duty, if any, in the event import of Goods are made through a port other than a port in the nation. Subcontractor shall use the local means of transport available in nation. If the Exemption accrues directly to Contractor or Owner as a rebate of Subcontractor's payment, Contractor shall reimburse Subcontractor for the documented cost of any such exemption paid by Subcontractor to a duly authorized governmental agency having jurisdiction over the equipment, materials or services, to the extent Contractor or Owner receives such rebate. If the Exemption includes the obligation to re-export, Subcontractor shall diligently comply with such obligation. Subcontractor shall provide only equipment and materials for which channels of supply and supplier representatives have been established in or are readily available within nation and upon which no undue restrictions of any nature exist for service, repair, or replacement (e.g., product line discontinued or excessive import/export clearances). If Subcontractor's action or failure to act results in the loss of the full benefits of any available Exemption or otherwise prejudices Contractor, Owner or any third party, Subcontractor shall reimburse Contractor for the loss. Owner, at its own discretion, reserves the right to make the final, unilateral and specific selection of any proposed carriers, insurers, suppliers of services to be performed within nation. or of specific products or components to be furnished. SC-31 Provision Of Documents Subcontractor shall provide and shall ensure that its subcontractors, vendors and licensors provide electronic and hard copies of all Project Documents for Contractor’s permanent files in accordance with the type, status and time requirements defined within the documents making up this Subcontract. SC-32 Contractor Review Of Documents For all documents submitted by Subcontractor to Contractor for its review/approval, Contractor shall respond within ten (10) working days of receipt unless a longer period is specified in the Exhibits, provided that the said documents are complete in every respect and have been subject to Subcontractor’s internal review and check process. If any document is commented upon or rejected by Contractor, Contractor shall provide a written explanation of the reasons, whereupon Subcontractor shall re‑submit such document within five (5) working days of receipt with such modifications as may be necessary to reflect Contractor’s requirements. Any document resubmitted shall be reviewed/approved by Contractor within ten (10) working days of receipt, provided all of Contractor’s comments have been incorporated by Subcontractor in the revised document to Contractor’s satisfaction SC-33 Labour Except as otherwise specifically stated in this Subcontr5act, Subcontractor shall arrange for mobilization/demobilization of its personnel including visas, licenses, residence permits, work permits and applicable security passes for entry and egress of personnel in accordance with Project requirements. Subcontractor shall be responsible for and provide at its sole cost and expense all messing, housing, working and living conditions of labour and all necessary accommodation and other facilities for its personnel as required for the performance of Work. Subcontractor shall also be responsible for and provide at its sole cost and expense for all transportation for its personnel between their points of origin and the nation, if applicable, and all transportation as may be required for performance of the Work in and around the Site and to and from nation City as applicable. Subcontractor shall at all times during the Subcontract conform in all respects with and carry out all obligations imposed on it by the provisions and requirements of any applicable law in the country where any part of Work is performed or regulation issued including without limitation all nation laws, regulations and requirements, including any labour laws and requirements to employ an nation agent or to enter into association with an nation partner. or who are in possession of valid "No Objection Certificate(s)" entitling them to work in the nation for Subcontractor. Contractor shall assist Subcontractor in obtaining "No Objection Certificate(s)" by suitable letter of recommendation. Subcontractor shall submit this letter to the Department of Labour in order to receive such certificate(s). Contractor accepts no responsibility for obtaining "No Objection Certificate(s)" for Subcontractor’s personnel. Contractor shall be at liberty to object to and require Subcontractor to remove forthwith any person employed by Subcontractor in or about the execution of Work, who in the opinion of Contractor has committed misconduct or whose employment is otherwise considered detrimental to the best interests of the Project. Such person shall not be re‑employed on Work without the written permission of Contractor. Subcontractor shall, at its own cost, use its best endeavours to immediately replace such person with a competent substitute. Subcontractor shall, in its dealings with labour for the time such labour is employed on or in connection with the Work, have due regard to all recognised festivals and religious days and other customs. Subcontractor shall also observe all relevant local customs. Subcontractor shall not, other than in accordance with statutes, ordinances and government regulations or orders, import, sell, give, barter or otherwise dispose of any alcoholic liquor, or permit or offer any such importation, sale, gift, barter, or disposal by its subcontractors, agents or employees. Subcontractor shall not give, barter or otherwise dispose of to any person or persons, any arms or ammunition of any kind or permit or offer the same. In the event of an outbreak of illness of an epidemic nature, Subcontractor 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.
Upon the outbreak of any strike involving any of Subcontractor’s or its subcontractor’s employees and/or agents engaged in the Work, Subcontractor shall forthwith give details thereof to Contractor. Subcontractor shall, without delay, inform Contractor of any accident at or around the Site or in connection with the execution of the Work or any injury, loss or damage to any personnel and/or property of Subcontractor indemnified parties, Contractor indemnified parties or of third party and report such occurrences to the competent authority whenever such a report is required by law. Subcontractor shall be responsible for and to ensure the observance of all provisions of this Special Condition by its subcontractors employed in the execution of the Subcontract. If Contractor so demands in writing, Subcontractor shall promptly remove from the Project, at Subcontractor’s own cost, any of its employees or employees of its lower tier subcontractors who, in Contractor’s sole and absolute discretion, are not co-operative, are careless or are not qualified to perform the work assigned to them, or for any other reasonable cause.
SC-34 Customs And DutiesIn connection with the performance of this Subcontract, Subcontractor acknowledges that the import and customs laws and regulations of the nation shall apply to the furnishings and shipments of any goods, products or components thereof to the nation. Subcontractor specifically acknowledges that the aforementioned import and customs laws and regulations of nation. prohibit, among other things, the importation into the nation of certain products or components. Contractor, at its own discretion, reserves the right to make the final, unilateral and specific selection of any proposed carriers, insurers, suppliers of services to be performed within the nation or of specific products or components to be furnished in accordance with the terms and conditions of this Subcontract.
In addition to the General Condition titled Warranty Subcontractor shall obtain or provide, for the benefit of Contractor and Owner and their successors in interest, warranties or guarantees for the equipment, materials and work furnished by suppliers and subcontractors of any tier. Such warranties or guarantees are to run for the period set forth in the applicable specification of this subcontract or, when not specified, that period customarily provided by the supplier. Subcontractor shall use its best efforts to enforce such warranties or guarantees of any tier on its own behalf or, if requested by Contractor or Owner, on behalf of Contractor or Owner. Subcontractor shall provide warranty documentation by Provisional Acceptance or as otherwise required by this subcontract. SC-36 Conflict Of Interest Subcontractor shall conduct its operations in a lawful manner consistent with the highest ethical standards of the business community. Each Party shall use all efforts to prevent a conflict of interest situation from arising. Such efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, or representatives from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to the best interest of the other Party. Subcontractor shall promptly notify Contractor of the identity of any employee, agent, or representative of Contractor or Owner who has at any time either before, during or after performance of the Work acquired any financial interest in Subcontractor’s business or received any financial benefit, directly or indirectly, from or through Subcontractor. SC-37 Arbitration Any dispute, claim or difference arising out of or related to the Subcontract or any breach thereof shall first be resolved amicably between the Parties but if such resolution fails, such dispute, claim or difference shall be referred to and finally settled by arbitration in nation City under the Rules of Arbitration of the International Chamber of Commerce (ICC) by three arbitrators appointed in accordance with said Rules. Subcontractor shall not at any time suspend performance of the Work or any of its obligations under the Subcontract pending resolution or settlement of a dispute and shall proceed with all due diligence with the Work and its other obligations in full compliance with the Subcontract. The arbitration proceedings and all papers in connection therewith shall be in the English language. The arbitrators’ decision shall be final and binding on the Parties and the award may be enforced by any court of competent jurisdiction. SC-38 Hazardous Substance Handling In the event that Subcontractor encounters any pre-existing hazardous waste, Subcontractor shall immediately contact Contractor. Subcontractor shall be responsible for the proper containerization, labeling, manifesting, storage and transport of hazardous waste. Subcontractor shall also be responsible for ensuring that all waste profile work and land ban disposal notifications required at recycling, treatment, storage and/or disposal facilities have been properly completed in a timely manner and in accordance with national law. All Subcontractor equipment, debris and used or surplus materials must be fully decontaminated prior to removal from designated work areas. Subcontractor shall submit decontamination and contaminated material control procedures for Contractor review and acceptance. Subcontractor shall obtain Contractor's authorization to remove any such equipment, debris and used or surplus materials from the Jobsite. SC-39 Deficient Works If, from commencement of the Works up until expiry of the Warranty Period, any part of the Works performed by Subcontractor or its Lower Tier Subcontractor’s is found to be defective, deficient or in any respect does not conform to Specifications for any reasons, including but not limited to, Subcontractor’s failure to :- execute the Works in a good and workmanlike manner with diligence and dispatch, orcorrect or cause to be corrected any defect in the Works, or comply with any other provisions of the Subcontract, or deliver the goods in conformity with the Subcontract, then without detracting from any other rights of Contractor under this Subcontract or at law, Contractor shall have the power to require Subcontractor, and Subcontractor shall, upon receipt of written notice from Contractor and at the expense and for the account of Subcontractor re-perform, remedy or cause to be remedied such deficient part of the Works, remove from Site any goods which, in the opinion of Contractor, are not in remove and properly re-execute (notwithstanding any previous test thereof or interim payment therefore) any Work which is not in accordance with the Subcontract. (whether in respect of Goods or workmanship or otherwise Immediately after the replacement of defective goods or work, Subcontractor shall remove said defective goods or work from Site without cost to Contractor. All replacements and/or repairs and/or alterations shall be made by Subcontractor at such times and in such a manner that they shall cause the minimum of interruption in the operation of the Works or Installations by Owner and/or Contractor. Contractor and Subcontractor shall agree on the schedule for such remedial work. Contractor and Subcontractor shall agree on the schedule for such work, which shall be undertaken without additional cost to Contractor, save where the additional work is not the result of a failure by Subcontractor to conform with this Subcontract and Contractor has accordingly authorised a Change Notice for the performance of such remedial work. SC-40 Goods And ServicesIn procuring Goods and services, Subcontractor shall give preference to nation subcontractors and Vendors and to such Goods and services as are available in the local market of a suitable type and quality and provided that their prices are competitive or equal to others. All lubricants shall be procured from operator Distribution, if available, except where they contradict or conflict with technical specifications or manufacturer’s recommendations. EXHIBIT BAPPENDIX B-1 Company Furnished Insurance Appendix 1 Technical Services Contract Contractor’s Project Health Safety And Environmental Plan (Including Owner’s Commitment To Health, Safety and the Environment & Owner’s Health, Safety And Environmental Policy) Eastern Contractor Co. Ltd. Plant Development Phase Project Section "B" Technical Services Subcontract Special Conditions Table Of Contents SC Title1 Definitions 2 Insurance 3 Progress The Work 4 Rights To Work Tools And Work Product 5 Payment 6 Quality Management System 7 Non-disclosure 8 Release Of Consequential Damages 9 Applicable Law 10 Modifications To Section "A" 11 Procedures And Documents 12 Reports 13 Language Requirements 14 Subcontractor Mobilisation / Demobilisation Responsibilities 15 Provision Of Documents 16 Contractor Review Of Documents 17 Labour 18 Title 19 Customs and Duties 20 Dispute Resolution 21 Utilities, Facilities and Services 22 Security and Property 23 Work Week, Overtime and Crew Rotation Schedule 24 Administrative Assistance SECTION "B" Technical Services Subcontract Special Conditions SC-1 DefinitionsContractor means Contracting Co. Ltd, and all of its authorised representatives acting in their professional capacities. Final Acceptance means the stage at which Subcontractor has fulfilled its obligations under the Purchase Order including the expiration of warranty period. Installations means the permanent facilities constituting the Plant Development Phase Project of which the Products are a portion. Owner means Company and its successors-in-interest and assigns. Purchase Order means the purchase order between Contractor and Subcontractor for the supply of the Products being installed at the Jobsite. Purchase Order is an entirely separate agreement to this subcontract. Provisional Acceptance means the stage when the Installations have been accepted by Owner in accordance with the terms of Contractor’s prime contract and the commencement of the warranty period provided in the Purchase Order General Condition entitled “Warranties and Guarantees” shall start upon issuance of the last Provisional Acceptance Certificate. Products mean/s the goods, materials, articles, equipment, supplies, drawings, data, processes, all other property, services, including design, expediting, inspection, delivery, installation and testing, specified or required to furnish under the Purchase Order. Project means the Onshore Gas Development Project for Owner located in Plant Area for whom the Work under this subcontract is being performed. Project Documents mean/s the subcontract, all hard copy, electronic versions of Project documents which shall include but not be limited to all documents, drawings, P&ids, pfds, isometrics, plot plans, general arrangements, specifications, materials requisitions, data sheets, calculations, indices, manuals, reports, procedures, estimates, accounts, summaries, compilations, agreements including SubContractors agreements, related materials and any other document defined or described in any of the foregoing. Subcontractor means ABC or its authorised representatives, successors, and permitted assigns. Warranty Period means twenty-four (24) months from the effective date of the last Provisional Acceptance Certificate Work means all the stated or implied activities to be performed by Subcontractor as required by the Subcontract Documents. Jobsite means those locations as specified in the Scope of Work, Plant Area Subcontract Milestone(s) means the established completion date(s) set forth in the Special Condition titled "Commencement, Progress and Completion of the Work." Subcontract Schedule means the Work execution schedule developed and approved pursuant to the Special Condition titled "Commencement, Progress and Completion of The Work." SC-2 InsuranceInsurance to be provided by Subcontractor Without limitation to its obligations and responsibilities under this subcontract, Subcontractor during the performance of this Subcontract, shall at its own expense obtain and thereafter maintain in full force and effect (or cause to be obtained and maintained) the insurance policies set forth below to be effected in the name of Subcontractor. Subcontractor shall cause the insurers or underwriters thereof, to waive their rights of subrogation against Contractor and Owner indemnified parties and wherever feasible, to include the names of Contractor and Owner as additional assured parties. Subcontractor shall require the same insurance from its SubContractors under the same conditions as required herein.
Worker’s Compensation and Employer's Liability Insurance covering the employees of Subcontractor for all compensation and other benefits required of Subcontractor by Worker’s Compensation or similar statutory insurance laws of any nation or political subdivision thereof, to which Subcontractor’s operations under this subcontract are subject in respect of liability for bodily injury by accident or disease including death resulting therefrom, sustained by any employee of Subcontractor arising out of and in the course of his / her employment. The limit of liability under Employers Liability Section shall be not less than United States Dollars one million (US$ 1,000,000/-) per occurrence or as required according to relevant national laws. B. Motor Vehicle Third Party and Passenger Liability Motor vehicle Third Party and passenger liability insurance in respect of death of or injury to persons and / or loss or damage to property in respect of motor vehicles used by Subcontractor in connection with the execution of the Work and shall ensure that SubContractors maintain such insurance in respect of motor vehicles used by them. Such insurance shall provide an unlimited indemnity for death of or injury to persons and the equivalent of not less than United States Dollars one million (US$ 1,000,000/-) or according to the relevant law of nation per occurrence for loss of or damage to property, which shall be extended as may be necessary to cover any additional protection necessary by applicable statutory requirements in the country of location of the Work.
General third party liability, insurance covering liabilities arising out of any activities of Subcontractor. Such insurance shall have a limit of liability not less than United States Dollars two million (US$ 2,000,000/-) or according to the applicability of the relevant national law. Evidence of insurance Subcontractor shall furnish Contractor within thirty (30) days from the effective date with certificates of insurance issued by the relevant insurers or underwriters providing evidence of the risks insured against as well as pursuant to the provisions of this clause also showing all parties assured and levels of indemnity. Deductibles All deductibles provided under the insurances arranged by Subcontractor as required under this clause (the amounts of which Subcontractor acknowledges to have seen), shall be for the account of and paid by Subcontractor accordingly. Notice to contractor and remedy on subcontractor's failure to insure Subcontractor shall provide Contractor with timely advance notice of any changes in the terms of the policies, which are to be carried out by Subcontractor under this clause including any cancellation notices. If Subcontractor fails to keep in force the insurance which may be required to effect under the terms of this clause then Contractor may effect that, keep in force any such insurance, pay the premium as may be necessary for that purpose, which premium amount paid to the insurer by the Contractor from time to time, the contractor shall deduct the paid premium amount from any money due or which may become due to Subcontractor or recover the same as a debt due from Subcontractor.
Approval by Contractor of any insurer or terms of insurance proposed by Subcontractor shall not relieve Subcontractor from any obligation or liability under or arising from this subcontract or under the mandatory provisions of the applicable law. Costs and incidental expenses All costs and incidental expenses incurred in relation to the preparation of claims under the insurance policies arising out of matters connected therewith for which Subcontractor is responsible under the subcontract, shall be borne by Subcontractor Notifications: In accordance with the submittal requirements outlined above, Subcontractor shall deliver two (2) copies of the Certificate(s) of Insurance required by this clause and all subsequent notices of cancellation, termination and alteration of such policies to:
Attention: Project Subcontracts Manager Reference: Subcontract No.
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