Beruflich Dokumente
Kultur Dokumente
For
Between
QATAR PETROLEUM
and
ARTICLE 1 DEFINITIONS 4
ARTICLE 12 VARIATIONS 20
ARTICLE 13 REPRESENTATIVES 21
ARTICLE 16 SUSPENSION 25
ARTICLE 17 TERMINATION 26
ARTICLE 19 INSURANCE 30
ARTICLE 25 SEVERABILITY 35
APPENDICES
3. Appendix C - INSURANCE
6. Appendix F - DRAWINGS
The following words and expressions shall have the meanings herein assigned to
them. Further definitions not contained in this Article 1 shall apply to the document in
which they are stated and subsequent documents.
1.4 “COMPLETION DATE” shall be the date shown as such on the CERTIFICATE
OF COMPLETION issued by QP in accordance with Article 7 on which the
SERVICES were actually completed.
Appendix C - Insurance
Appendix F - Drawings
1.7 “CONTRACTOR” means the party to the CONTRACT named as such in the
Form of Agreement.
1.9 "CONTRACT PRICE” means the total authorized value of the CONTRACT and
is either fixed, remeasurable or both as shown on the Form of Agreement. In
1.12 “EFFECTIVE DATE” means the date when the CONTRACT is deemed to
have come into force, which date is shown on the Form of Agreement.
1.15 QP" or "QGPC" or " Qatar General Petroleum Corporation " refer, herein and
in documents associated herewith, variously, and with equal standing, to
Qatar Petroleum.
1.23 “WORKSITE” means the lands, waters, sea bed and other places on, under,
in or through which the SERVICES are to be performed including floating
constructional equipment, marine craft or places of any kind, including all
design offices, workshops and places where the SERVICES are being
performed or where equipment, materials or supplies are being obtained,
stored or used for the purposes of the CONTRACT.
2.1 The headings as well as the cover page in the CONTRACT are included for
convenience only and shall not affect its interpretation.
2.2 Unless the context otherwise requires, the singular includes the plural and
vice versa.
2.3 Words importing any gender shall include any other gender.
1. Form of Agreement
2. General Conditions of Contract
3. Appendix C Insurance
4. Appendix A Scope of Services and Technical Information
5. Appendix F Drawings
6. Appendix B Schedule of Prices and Rates
7. Appendix G Contract Execution Plan
8. Appendix D Administration Instructions
9. Appendix E Contractor Resources
2.5 All references to the CONTRACT shall be deemed to include the Appendices
and all documents incorporated or referred to herein, unless such reference
specifically provides otherwise. Reference to Articles shall be to the Articles
of the General Conditions of Contract, reference to Appendices shall be to
Appendices attached to the CONTRACT.
2.6 The governing language of the CONTRACT shall be the English language. All
notices, correspondence, information, literature, data, manuals and other
documents required under the CONTRACT shall be in the English language.
2.7 The CONTRACT embodies the entire agreement between the PARTIES and
supersedes and replaces any and all oral or written communications between
the PARTIES in relation to the subject matter hereof. Neither PARTY shall be
liable for any statement, representation, promise, inducement or
understanding of any kind or nature not set forth herein. No changes,
amendments or modifications of the terms and conditions of the CONTRACT
shall be valid unless reduced to writing and signed by the duly authorized
representatives of each PARTY.
2.8 Failure on the part of QP at any time to enforce or to require the strict
adherence to any performance of any of the terms or conditions of the
CONTRACT shall not constitute a waiver of such terms or conditions and
shall not affect or impair such terms or conditions in any way or the right of
QP at any time to avail itself of such remedies as it may have had for each
and every breach of such terms and conditions.
2.9 All dates and time periods referred to in the CONTRACT correspond to the
Gregorian Calendar. “Day” or “day” shall mean a calendar day unless
otherwise specified.
3.2 The CONTRACT does not claim to include every detail and all
specifications/TECHNICAL INFORMATION for the SERVICES.
CONTRACTOR shall, however, comply with its manifest intent and general
purpose, taken as a whole, and shall not avail itself of any errors or omissions
therein to the detriment of the SERVICES. CONTRACTOR is, subject to the
provisions of Article 4.11, responsible for providing and implementing any
additions and inclusions to the TECHNICAL INFORMATION on a timely basis
4.1 The SERVICES shall strictly comply with the provisions of the CONTRACT
and all TECHNICAL INFORMATION referred to herein or thereafter furnished
by QP.
4.2 CONTRACTOR warrants that it has the required skills, resources, expertise,
procedures and capacity to perform, and shall perform the SERVICES with
due diligence, care and efficiency in a professional manner utilising state of
the art, sound engineering principles, project management and supervisory
procedures and complying with the highest standards of workmanship for
similar kinds of work.
4.4 CONTRACTOR shall at all times perform the SERVICES in a manner that will
safeguard and protect QP's interest and take all necessary and proper steps
to prevent abuse or uneconomical use of QP’s facilities and resources.
4.5 CONTRACTOR shall be responsible for safety during the performance of the
SERVICES and shall provide all necessary safeguards to ensure the safety
and protection of the WORKSITE and of all persons and property associated
with the SERVICES. CONTRACTOR shall also provide all necessary
safeguards at any of QP locations associated with the SERVICES in
accordance with QP’s Corporate Fire and Safety Philosophy dated May,
1997, as may be amended from time to time.
4.6 CONTRACTOR shall use effective quality control and assurance programmes
in performing the SERVICES that comply with all technical codes and
practices or as may be specified by QP. QP at all times shall have the right to
review and accept or reject such quality assurance programmes.
4.7 CONTRACTOR agrees that CONTRACTOR has done its due diligence and
satisfied itself as to the nature of the SERVICES, including but not limited to
the project management, supervision, engineering design, procurement
services (if any) and all other necessary services, personnel, labour,
4.9 QP shall not be liable for any inaccuracy or insufficiency in the information
available or used by CONTRACTOR which affects the performance of the
SERVICES except in the event that, and only in so far as, such information
(which, for the avoidance of doubt, shall include TECHNICAL INFORMATION)
is supplied by QP under the CONTRACT and CONTRACTOR is not required
to check such information.
4.11 CONTRACTOR shall notify QP forthwith of all things which in the opinion of
CONTRACTOR appear to be deficiencies, omissions, contradictions or
ambiguities in the CONTRACT or conflict with applicable law. Within seven
(7) days or such other period as deemed appropriate by the PARTIES of
receipt of CONTRACTOR notification of such deficiencies, omissions,
contradictions or ambiguities, QP shall review these items and issue the
necessary instructions before CONTRACTOR proceeds with any part of the
SERVICES affected.
4.16 CONTRACTOR shall give the SERVICES the highest priority, that is, no other
job of CONTRACTOR shall take precedence. Time is of the essence in
performing the SERVICES.
4.19 CONTRACTOR shall follow and comply with the administrative procedures
contained in Appendix D.
5.1 CONTRACTOR warrants that it has the experience and capability including
sufficient and competent supervisors and other personnel to efficiently and
expeditiously perform the SERVICES.
5.6 QP may notify CONTRACTOR to remove from any location of QP or from the
SERVICES any officer, employee or agent of either CONTRACTOR or any
SUBCONTRACTOR without offering any reason provided only that such right
is not exercised unreasonably. The person shall be removed forthwith at the
expense of CONTRACTOR and shall not be engaged on the SERVICES
again or on any other work of QP without the prior approval of QP. Unless
directed by QP to the contrary, persons who have been removed from the
5.7 Unless otherwise provided for in the CONTRACT, CONTRACTOR shall, at its
own cost, provide or arrange all travel, local transport, accommodation, food
and medical treatment for CONTRACTOR PERSONNEL.
5.9 CONTRACTOR shall ensure that all CONTRACTOR PERSONNEL have all
necessary visas, sponsorship documentation, work permits, and other
immigration requirements. CONTRACTOR shall be responsible for payment
of any fees and/or charges for CONTRACTOR PERSONNEL visa,
sponsorship, work permit, medical examination, and similar documentation.
5.10 QP, at its own cost, shall provide CONTRACTOR PERSONNEL and
SUBCONTRACTORS employees who are required to perform their duties at
QP’s oil an gas facilities with a Breathing Apparatus Familiarisation course
including H2S Safety Briefing. CONTRACTOR PERSONNEL shall carry a
copy of the successful certificate on their possession at all times when they
are at QP’s oil and gas facilities.
5.11.1 are fully aware of, conversant with, and shall follow the “Contractor’s
Safety Rules and Regulations” and “The Permit to work System - A
guide for users” and any amendments thereto as issued by QP and
copies of which will be made available to CONTRACTOR on request.
5.11.2 are healthy, fit and suitable in every respect to perform the
SERVICES.
5.11.4 are provided with all necessary personal safety equipment and
protective clothing at CONTRACTOR’s cost.
5.11.6 display such identification cards with them at all times when they are
on QP premises.
5.11.7 are law abiding, peaceful, and respectful of local cultural traditions,
and are not under the influence of any intoxicating alcohol or drugs.
6.2 In order to confirm that the requirements of the CONTRACT are met, QP shall
have the right, but not the obligation, at all times to inspect, test and examine
all technical material and all services or documentation relating thereto
performed by CONTRACTOR or any SUBCONTRACTOR. QP shall also
have the right to witness any test of any part of the SERVICES.
6.3 QP shall have the right to reject any part of the SERVICES which does not
comply with any requirement or requirements of the CONTRACT, including,
but not limited to, defective, incomplete, inaccurate engineering
workmanship or services. Upon receiving notice of rejection CONTRACTOR
shall immediately commence to re-perform, re-engineer, repair or replace the
defective part of the SERVICES and shall carry out such inspections and/or
tests on other parts of the SERVICES as QP may require to ensure
compliance with the CONTRACT requirements.
6.4 CONTRACTOR shall be responsible for all costs and delays relating to re-
performance, repair or replacement of the SERVICES and no deferment or
extension of the SCHEDULED COMPLETION DATE will be granted in these
cases.
6.5 Neither failure on the part of QP or its designated employees to inspect the
SERVICES or witness or test or to discover defects nor failure to reject work
performed by CONTRACTOR or a SUBCONTRACTOR which is not in
accordance with the CONTRACT shall relieve CONTRACTOR from any
liability or obligation under the CONTRACT.
7.1 Within fourteen (14) days from the EFFECTIVE DATE, CONTRACTOR shall
prepare and submit for review by QP a document, which shall be based on
the CONTRACT EXECUTION PLAN, giving full details of the arrangements
and methods which CONTRACTOR proposes to adopt for the execution of the
SERVICES including planning, control of costs and scheduling. This
document shall become the EXECUTION PROGRAMME where it complies
with the requirements of the CONTRACT and when approved by QP.
7.2 CONTRACTOR shall execute the SERVICES strictly in accordance with the
EXECUTION PROGRAMME. CONTRACTOR shall keep QP fully informed of
the progress of the SERVICES and shall provide accurate forecasting
information, highlighting any constraints and corrective actions that may be
required.
7.3 If delay in the performance of the SERVICES arises or the performance of the
SERVICES is not in accordance with the EXECUTION PROGRAMME for
which CONTRACTOR is responsible, QP shall have the right to require
CONTRACTOR and CONTRACTOR shall, without additional cost to QP, take
all necessary measures including, but not limited to, working overtime and
employing additional personnel in order to eliminate or reduce such delay in
the completion of the SERVICES.
7.5 To the extent that the CONTRACTOR fails or neglects to submit a revised
EXECUTION PROGRAMME as specified in Article 7.4 above, QP may
prepare a programme which shall then become the EXECUTION
7.6 When CONTRACTOR considers that the SERVICES have been performed
and completed in accordance with the CONTRACT, CONTRACTOR shall
notify QP accordingly.
7.7 QP shall proceed forthwith to determine whether the SERVICES have been
performed and completed in accordance with the CONTRACT. Within thirty
(30) days of receipt of the above notification from CONTRACTOR, QP shall
either:
7.8 QP shall have the right to take possession of and use any separate part of the
SERVICES which is completed prior to the COMPLETION of all the
SERVICES. In such event, QP shall inspect such separate part and, if
accepted by QP, QP shall issue to CONTRACTOR a CERTIFICATE OF
COMPLETION for that separate part. Such a CERTIFICATE OF
COMPLETION of part of the SERVICES shall not constitute acceptance of
any other part of the SERVICES.
8.1 In the event that CONTRACTOR fails to complete all of or any separately
identified parts of the SERVICES by the date(s) as set forth in the
CONTRACT, CONTRACTOR shall be liable to QP for liquidated damages in
accordance with the provisions of this Article and the amount of such
liquidated damages shall be calculated in accordance with the liquidated
damages rates set forth in Appendix B.
8.2 All amounts of liquidated damages for which CONTRACTOR may become
liable under this Article:
9.1 As full compensation for the SERVICES, QP shall pay to CONTRACTOR the
CONTRACT PRICE in accordance with the provisions of the CONTRACT.
The CONTRACT PRICE is computed as set forth in Appendix B.
9.2 The CONTRACT PRICE shall not be subject to escalation; nor increased as a
result of any increase in CONTRACTOR costs nor adjusted for any reason
except as specified in Article 12. The CONTRACT PRICE shall include all
costs, charges, taxes, duties, and all other expenses for performing the
SERVICES.
9.3 For reimbursable items, CONTRACTOR shall use and document its best
efforts to obtain and shall credit for the benefit of QP all lawful discounts, rates
credits, allowances and refunds which are obtainable from
SUBCONTRACTORS.
9.4 Except where it is expressly provided that QP shall carry out an obligation
under the CONTRACT at its own cost, all things required to be supplied or
performed by CONTRACTOR under the CONTRACT shall be deemed to be
included in the rates and prices included in Appendix B.
10.1 For the performance and COMPLETION of the SERVICES, QP shall pay or
cause to be paid to CONTRACTOR the amounts provided for at the times and
in the manner specified in Appendix B, in any VARIATION issued, and in this
Article.
10.3 Each invoice shall show separately the individual amounts under each of the
headings in Appendix B, and shall quote the CONTRACT Reference Number,
Title, and QP REPRESENTATIVE reference indicator. Invoices shall be
forwarded to the address shown in Appendix D and at the same time a copy
of each such invoice shall be forwarded to QP REPRESENTATIVE clearly
10.4 Upon the expiry of thirty (30) days and within forty-five (45) days from receipt
by QP of a correctly prepared and adequately supported invoice or, in event
that the forty-fifth (45th) day falls on a QP Weekend or public holiday, on the
immediately succeeding working day, QP shall pay the undisputed amount of
such invoice to the bank account nominated by CONTRACTOR. Where the
amount is invoiced in a foreign currency and Appendix B allows for this, the
amount paid by QP shall be in that foreign currency.
10.5 CONTRACTOR shall ensure that QP has the correct banking information of
CONTRACTOR in order to make a bank transfer. CONTRACTOR assumes
the entire risk for incorrect bank transfers arising from incorrect banking
informaton provided by CONTRACTOR. Any requested change to the
nominated bank, including account information must be submitted in writing by
CONTRACTOR and accompanied by either a Clearance Certificate or a No
Liability Certificate or a No Objection Certificate from its nominated bank.
10.6 If QP disputes any items on any invoice in whole or in part or if the invoice is
prepared or submitted incorrectly in any respect , QP REPRESENTATIVE
shall notify CONTRACTOR in writing within twenty one (21) days of receipt of
the invoice, stating the reason QP disputes the amount invoiced. QP shall pay
the undisputed part of any invoice within the period stated in Article 10.4
above. For the disputed part, CONTRACTOR shall make the appropriate
corrections or changes and resubmit such invoiced amounts to QP together
with the succeeding invoice. If any other dispute connected with the
CONTRACT exists between the PARTIES, QP may notify CONTRACTOR
and withhold from any money which becomes payable either (i) the equivalent
of QP's estimated values of the portion of the SERVICES which is under
dispute or, (ii) the amount which is the subject of the dispute. On settlement
of any dispute, CONTRACTOR shall submit an invoice for sums agreed for
payment and QP shall make the appropriate payment in accordance with the
provisions of Article 10.4 above.
10.8 CONTRACTOR agrees that no payment made under the CONTRACT shall be
evidence of the performance of the CONTRACT, either wholly or in part, and
that no payment shall be construed to be an acceptance of the SERVICES.
10.9 QP may deduct or withhold from any money which is due or which may
become due to CONTRACTOR:
11.1.1 the end of the Guarantee Period specified for the SERVICES or for
the particular part of the SERVICES as set forth in Appendix A; or
11.1.2 where no period has been specified in accordance with Article 11.1.1
above, the end of the period of one (1) year from the COMPLETION
DATE; or
11.1.3 in the event that any part of the SERVICES is re-performed, rectified
or replaced by CONTRACTOR under the provisions of this Article,
until the date that the re-performance, rectification or replacement
has been satisfactorily completed in accordance with the CONTRACT
and has been free from errors, defects and failures for the period
specified in accordance with Articles 11.1.1 or 11.1.2 above as
appropriate.
11.2 In the event QP discovers any errors, defects or failure in the SERVICES
during the Guarantee Period, QP shall notify CONTRACTOR of such error,
defect or failure. Upon receipt of such notification from QP, CONTRACTOR
shall immediately at its own cost, rectify or, at the option of QP, replace or re-
perform any defective work, and carry out all associated work such as re-
engineering, re-drafting, amending presentation of reports. QP may decide at
its absolute discretion that the carrying out of such rectification, replacement
or re-performance, re-engineering, re-drafting by CONTRACTOR will be
prejudicial to QP's interests (whether by deferment of production or
otherwise). In such circumstances QP may undertake CONTRACTOR's
above-mentioned responsibilities, in which event QP shall, as soon as
reasonably practicable, so notify CONTRACTOR. QP shall be entitled to
recover from CONTRACTOR all costs incurred by QP in the carrying out of
such responsibilities.
11.4 The rights and remedies of QP provided under this Article are without
prejudice to QP's other rights or remedies under the CONTRACT and at law.
11.5 CONTRACTOR shall have provided to QP, by the date specified by QP, an
unconditional and irrevocable bank guarantee payable on first demand of QP
to guarantee the performance of CONTRACTOR's obligations under the
CONTRACT. Cash, cheques, insurance policies, bank guarantees issued in
respect of another contract and/or other forms of security will not be accepted
in lieu of the required bank guarantee.
11.6 The bank guarantee shall be issued by a bank operating in Qatar, shall be in
the specific form set out in Appendix D, and shall be valid for a period of not
less than forty-five (45) days after the expiry of the Guarantee Period. The
bank guarantee shall remain in force irrespective of any circumstances which
might constitute legal discharge of surety or guarantor and shall not be
affected by any change in the constitution of either PARTY.
11.7 The amount of the bank guarantee shall be ten percent (10%) of the
CONTRACT PRICE. Should any circumstances result in changing the
CONTRACT PRICE and/or the SCHEDULED COMPLETION DATE,
CONTRACTOR shall have the obligation to maintain the validity and/or adjust
the value accordingly.
11.9 If CONTRACTOR at any time fails to provide and/or maintain the bank
guarantee as provided by this Article 11, QP shall have the unqualified right to
suspend payment under the CONTRACT until such time that CONTRACTOR
has delivered to QP such bank guarantee in accordance with all the
requirements of this Article 11. Should CONTRACTOR fail to provide or
maintain such satisfactory bank guarantee as required by Article 11,
CONTRACTOR shall be in breach of the CONTRACT and QP shall have the
right at any time, without prior notification and without any liability whatsoever,
to liquidate any provisional bank guarantee submitted by CONTRACTOR, and
suspend and/or terminate the CONTRACT. Should such bank guarantee
prove to be unenforceable, at any time and for any reason, then QP shall be
11.10 Within thirty (30) days from the date of expiry of the Guarantee Period, QP
shall issue to CONTRACTOR a DISCHARGE CERTIFICATE in the form
shown in Appendix D (hereinafter called DISCHARGE CERTIFICATE). If
different Guarantee Periods apply to different parts of the SERVICES, the
DISCHARGE CERTIFICATE shall be issued within thirty (30) days from the
date of expiry of the latest Guarantee Period. Upon the issuance of the
DISCHARGE CERTIFICATE, the PARTIES shall be considered as having
fulfilled all their obligations under the CONTRACT subject only to the
provisions of Article 28 and CONTRACTOR’s liability for latent defects.
11.11 Without prejudice to Article 11.10 above, QP at its sole discretion may issue a
separate DISCHARGE CERTIFICATE in respect to any separately defined
segment of the SERVICES to which a specified Guarantee Period is set forth
in Appendix A.
ARTICLE 12 - VARIATIONS
12.1 QP shall have the right, at any time, to make any changes in the SERVICES
such as additions, deletions, substitutions or other alterations or revisions in
the SERVICES, and to direct CONTRACTOR to perform such changes as
detailed in a CONTRACT VARIATION FORM.
12.3 If Appendix B does not contain rates or prices which are specifically applicable
to such change, then QP shall compensate CONTRACTOR on a basis to be
mutually agreed between the PARTIES. Deletion or reduction of individual
items shall not entitle CONTRACTOR to reimbursement for loss, overheads,
profit, or prospective profit or to financial compensation for executing a
reduced workscope. VARIATIONS shall be issued in accordance with the
procedure set forth in Appendix D.
12.4 CONTRACTOR shall not undertake any change until it has received an
approved CONTRACT VARIATION FORM. However, in the event QP and
CONTRACTOR are unable to agree on the cost of the change, QP may
nevertheless direct CONTRACTOR in writing to proceed and CONTRACTOR
shall proceed with such change. In the event of a written instruction, QP and
CONTRACTOR shall endeavour to resolve the issue by negotiation.
12.7 A VARIATION shall not affect the rights and obligations of the PARTIES
except as expressly provided in the relevant CONTRACT VARIATION FORM.
All VARIATIONS shall be governed by all provisions of the CONTRACT.
ARTICLE 13 - REPRESENTATIVES
13.1 Each PARTY has nominated its REPRESENTATIVE for the CONTRACT.
The name and contact address of QP REPRESENTATIVE is set forth in
Appendix D and the name and contact address of CONTRACTOR
REPRESENTATIVE is set forth in Appendix E. The REPRESENTATIVES
shall have the duties, rights and obligations outlined as follows:
14.1 ASSIGNMENT
14.2 SUBCONTRACTING
14.2.1 CONTRACTOR shall not subcontract the whole or any part of the
SERVICES without the prior approval of QP. CONTRACTOR shall
ensure that the rights of QP and the requirements in the CONTRACT
regarding SUBCONTRACTORS are effectively provided for in any
SUBCONTRACT. In proposing a SUBCONTRACTOR as provided in
this Article, CONTRACTOR shall reasonably ensure that such proposal
is not detrimental to the interests of QP.
15.1 Any delay in or total or partial failure of performance of either PARTY hereto
of its obligations under the CONTRACT shall not constitute default,
suspension or termination hereunder or serve to give rise to any claim for
damages if and to the extent such delay or failure is caused by any of the
following occurrences:
15.1.3 war (whether declared or not), act of foreign enemy, hostilities, acts of
terrorism, riots, rebellion, or public disorder; and/or
which demonstrably could not have been reasonably foreseen before the
EFFECTIVE DATE and which is demonstrably beyond the reasonable control
of the PARTY affected, and could not have been avoided by use of due care
and diligence (hereinafter referred to as Force Majeure Occurrences).
15.4 Any delay due to Force Majeure Occurrences as defined herein shall be
considered an excusable delay, and neither PARTY shall be entitled to
compensation, beyond the provisions of the CONTRACT, as a result thereof.
ARTICLE 16 - SUSPENSION
16.1 QP may at any time suspend performance of all or any part of the SERVICES
by giving notice of suspension to CONTRACTOR. Upon receiving any such
Notice of Suspension, CONTRACTOR shall promptly suspend further
performance of the SERVICES to the extent specified. Each individual
suspension may continue for a period of up to ninety (90) days after the
effective date of suspension. During such period, QP may, request
CONTRACTOR to resume performance of the SERVICES and
CONTRACTOR shall thereupon diligently comply.
16.2 If at the end of the ninety (90) day suspension period referenced in Article
16.1 above QP has not required a resumption of the SERVICES, that portion
of the SERVICES which has been suspended shall be deemed terminated as
of the effective date of suspension pursuant to the provisions of Article 17,
unless QP and CONTRACTOR have agreed in writing to a further extension
of the suspension period.
16.3 QP shall compensate CONTRACTOR for those costs incurred during the
suspension period which are attributable solely to the suspension, and;
16.3.1 are for personnel and/or SUBCONTRACTORS which, with QP's prior
written concurrence, are maintained for the SERVICES; and
ARTICLE 17 - TERMINATION
17.1 QP shall have the right, by giving notice to CONTRACTOR, to terminate the
17.1.2 subject only to Article 17.2, in the event of any default on the part of
CONTRACTOR; or
17.2.2 under the CONTRACT other than the provision of Article 31 (Conflict of
Interest and Business Ethics), before the issue by QP of a notice of
termination, QP shall give notice of default to CONTRACTOR giving the
details of such default. If CONTRACTOR upon receipt of such notice
does not diligently commence and thereafter continuously proceed with
action satisfactory to QP to remedy such default, QP may issue a
notice of termination in accordance with the provisions of Article 17.1.
17.3.3 assign to QP, or its nominee, to the extent desired by QP, all or the
relevant part of the rights, titles, liabilities and SUBCONTRACTS
relating to the SERVICES which CONTRACTOR may have acquired or
entered into; and
17.4 Within thirty (30) days of the effective date of termination, CONTRACTOR
shall deliver to QP all the TECHNICAL INFORMATION, and originals, copies
and reproductions of all drawings, specifications, requisitions, calculations,
programme listings, erection plans, schedules, software and all other data or
documents prepared by CONTRACTOR or any SUBCONTRACTOR.
17.7 The foregoing provisions of this Article are without prejudice to any other rights
and/or remedies of QP under the CONTRACT or at law.
18.1 CONTRACTOR shall release, protect, indemnify, defend and hold harmless
QP, its AFFILIATES, its co-venturers, and its and their respective officers,
employees and agents from all claims, losses, damages, costs (including legal
costs), expense and liabilities of every kind and nature resulting from loss of
or damage to owned or rented property, facilities, material, equipment, and/or
tools of CONTRACTOR, its SUBCONTRACTORS or its or their respective
officers, employees or agents arising directly or indirectly out of or in
connection with the performance of the SERVICES without regard to the
cause or causes thereof, including, without limitation, the fault or negligence
(whether sole, concurrent, active, passive or otherwise) or breach of duty
(statutory, contractual or otherwise) of either PARTY or any other person or
entity.
18.2 CONTRACTOR shall release, protect, indemnify, defend and hold harmless
QP, its AFFILIATES, its co-venturers, and its and their respective officers,
employees and agents from all claims, losses, damages, costs (including legal
costs), expenses and liabilities of every kind and nature resulting from
personal injury, including fatal injury and disease, to any person employed by
18.3 CONTRACTOR shall release, protect, indemnify, defend and hold harmless
QP in respect of loss of or damage to the property of QP its AFFILIATES, its
co-venturers, and its and their respective officers, employees and agents
arising directly or indirectly out of or in connection with the performance of the
CONTRACT to the extent that such loss or damage is caused by negligence,
breach of duty, or wilful misconduct of CONTRACTOR, its
SUBCONTRACTORS or their respective officers, employees or agents.
CONTRACTOR’s liability under this Article 18.3 for loss of or damage to QP
property shall be limited to Qatar Riyals 2 million (QR 2,000,000) any one
occurrence for an unlimited number of occurrences during the performance of
the CONTRACT.
18.4 The obligations of the PARTIES with respect to injury to third parties or
damage to the property of third parties shall be as follows:
18.4.2 Each PARTY shall, to the extent of its fault, negligence or breach of
duty, be responsible for amounts in excess of Qatar Riyals two million
(QR.2,000,000) in respect of each claim, loss, damages, costs
(including legal costs), expenses and liabilities of every kind and
nature resulting from (i) personal injury, including fatal injury and
disease of any third party and/or (ii) any loss of or damage to the
property of any third party, arising directly or indirectly out of or in
connection with the performance of the CONTRACT.
18.5 QP shall release, protect, indemnify and hold harmless CONTRACTOR, its
officers, employees and agents from all claims, losses, damages, costs
(including legal costs), expenses and liabilities of every kind and nature
18.6 CONTRACTOR shall be responsible for, and shall release, protect, indemnify,
defend and hold harmless QP, its AFFILIATES, its co-venturers, and its and
their respective officers, employees or agents from all claims, damages, costs
(including legal costs), expenses and liabilities arising from any claim or legal
action for unauthorised disclosure or use of any trade secrets or for patent,
copyright or trademark infringement arising from CONTRACTOR’s
performance under the CONTRACT and/or asserted against QP which either
(a) concerns any of the SERVICES performed or supplied by CONTRACTOR
under the CONTRACT and is based solely upon an apparatus patent right or
rights (as distinguished from product or process patent rights) or any other
rights asserted against an individual item or items of equipment specified or
installed in the exercise of CONTRACTOR’s discretion where equipment of a
different type or from another source could have been specified or installed by
CONTRACTOR for the same purpose without giving rise to said claim for
infringement; or (b) is based upon the performance of the SERVICES by
CONTRACTOR including the use of any tools, implements or construction
processes by CONTRACTOR; provided that if a claim or legal action for such
disclosure, use and/or infringement is asserted against QP; (i)
CONTRACTOR is notified by QP in writing within a reasonable time of such
claim or legal action; and (ii) QP shall not settle such claim or legal action
without first having obtained CONTRACTOR’s consent in writing.
18.6.1 In the event such claim or legal action for such disclosure, use and/or
infringement results in a suit against QP, CONTRACTOR shall, at its
election and in the absence of a waiver of this indemnity by QP, have
sole charge and direction thereof in QP’s behalf so long as
CONTRACTOR diligently prosecutes defence of said suit.
ARTICLE 19 - INSURANCE
20.1 CONTRACTOR shall pay all taxes of every nature, custom duties, dues,
levies, excise duties, fees and charges assessed against it in connection with
the SERVICES and agrees to protect, indemnify, and hold QP harmless from
any and all claims or liability for taxes, dues, fees and charges assessed or
levied by the Government of the State of Qatar or any foreign government
against CONTRACTOR.
20.3 QP shall have the right to withhold from any payment due to CONTRACTOR
such amount of money as QP may be instructed by the Qatari authorities to
do so.
21.1 As used herein, the term Confidential Information means the CONTRACT and
all information (including TECHNICAL INFORMATION) which
CONTRACTOR, directly or indirectly, acquires from QP or its AFFILIATES or
from the performance of the SERVICES or any other information concerning
the technical and business activities and know-how of QP or its AFFILIATES,
except information falling into any of the following categories:
21.1.3 information, other than that obtained from third parties, which, prior to
disclosure or acquisition hereunder, was already lawfully in
CONTRACTOR's possession either without limitation on disclosure to
others or which subsequently becomes free of such limitation;
21.5 CONTRACTOR also agrees to enter into confidentiality agreements with third
parties upon QP's request and to keep in force confidentiality agreements
concerning third parties' proprietary information, which agreements shall
permit CONTRACTOR to use such parties' proprietary information in the
SERVICES.
21.7 The confidentiality obligations under this Article 21 shall continue for a period
of ten (10) years after the issuance of the DISCHARGE CERTIFICATE.
22.1 CONTRACTOR agrees to disclose promptly to QP all inventions which it, its
personnel or SUBCONTRACTORS may conceive or first reduce to practice
that are wholly or in part based on or derived from Confidential Information as
defined in Article 21 or conceived or first reduced to practice during the course
of the SERVICES. All rights, title and interest in and to such inventions shall
belong to QP or its designee. CONTRACTOR agrees to execute or have
executed all documents and to perform or have performed all lawful acts
which QP may deem desirable or necessary to perfect its or its designee's title
thereto and to obtain and maintain patent coverage thereon throughout the
world. CONTRACTOR may request QP to reimburse CONTRACTOR for
costs and expenses incurred in connection therewith which in QP's opinion
are considered reasonable.
22.2 CONTRACTOR further agrees to grant and hereby grants to QP and its
AFFILIATES an irrevocable, royalty-free, non-exclusive license, under all
patents now or hereafter owned or controlled by CONTRACTOR, to the extent
necessary for the manufacture, construction, operation, maintenance, repair
22.3 CONTRACTOR shall obtain the same rights and/or licenses with respect to
inventions and/or patents as stated in Articles 22.1 and 22.2 from any
SUBCONTRACTOR used by CONTRACTOR pursuant to the SERVICES.
23.1 Title to, access to and inspection of, copyright in, the right to possession of
and free right of use of all reports drawings, specifications, calculations,
computer software (including computer aided design models), other
documents or materials and all other things created under or arising out of the
CONTRACT shall vest in QP immediately upon the date of commencement of
the SERVICES or creation of the article or document or item as applicable.
23.2 "Software" shall for the purpose of this Article 23, mean the database and all
the machine codes, binaries, object codes and/or source codes, whether in a
machine or human readable form and all improvements, modifications or
updates thereof, flow charts, logic diagrams, passwords and output tapes.
CONTRACTOR shall upon COMPLETION of the SERVICES provide QP with
a satisfactory, complete and up to date copy of the software and all other
information necessary to ensure that QP can continue to satisfactorily use the
software so provided by CONTRACTOR. QP reserves the right to verify and
validate any information contained within the software within three (3) years
from the COMPLETION DATE of the SERVICES. CONTRACTOR shall, at
CONTRACTOR’s expense, remedy any defects or inadequacies discovered
and notified by QP to CONTRACTOR during the said three (3) years and such
defects or inadequacies shall be remedied within fourteen (14) days of receipt
of such notification.
23.3 CONTRACTOR agrees that it shall not claim any lien or charge on the
SERVICES or any property of QP in the possession of CONTRACTOR or at
QP premises.
23.4 If at any time there shall be evidence of any lien, attachment, charge or claim
to which, if established, the property of QP or the property of its AFFILIATE
might be subjected and which is made against CONTRACTOR, QP shall have
the right to retain out of any payment to be made under the CONTRACT an
amount sufficient to indemnify QP completely against such lien, attachment,
charge or claim. Should there prove to be any lien, attachment, charge or
claim upon the property of QP or the property of its AFFILIATE after all
payments hereunder have been made, CONTRACTOR agrees to refund to
QP the costs incurred by QP in discharging any such lien, attachment, charge
or claim imposed on the property of QP or the property of its AFFILIATE in
23.5 Without prejudice to the provisions of this Article 23, CONTRACTOR shall
protect, indemnify, defend and hold harmless QP from and against all liens,
attachments, charges or claims by the SUBCONTRACTORS or persons
alleging to be SUBCONTRACTORS in connection with or arising out of the
CONTRACT. QP shall have the right to withhold the amount of any such lien,
attachment, charge or claim from any payment to CONTRACTOR under the
CONTRACT until removal of such claim by the SUBCONTRACTORS or
persons alleging to be SUBCONTRACTORS. If such liens, attachments,
charges or claims fall inside the scope of the insurances of CONTRACTOR, it
shall remain the responsibility of CONTRACTOR to furnish QP with
satisfactory written certification from the insurer of CONTRACTOR that any
such lien, attachment, charge or claim is covered by the insurance of
CONTRACTOR before QP shall release any money withheld hereunder.
24.3 QP shall have full audit rights for all documentation, including lump sum price
calculations in case of termination of the CONTRACT or any substantial
portion thereof or where CONTRACTOR submits a claim, demand or
proceeding against QP or its AFFILIATES arising out of or related to QP’s
performance of the terms and conditions of the CONTRACT.
ARTICLE 25 - SEVERABILITY
26.2 CONTRACTOR shall abide by and comply, and secure compliance by its
SUBCONTRACTORS, with all applicable laws, rules and regulations of any
governmental or regulatory body having jurisdiction over the SERVICES.
26.4 CONTRACTOR shall obtain all licences, permits, temporary permits and
authorisations required by any applicable laws, rules and regulations for the
performance of the SERVICES.
26.5 All costs for compliance with all applicable laws, rules and regulations and
obtaining authorities, approvals, licences and permits for performance of the
SERVICES shall be for the account of CONTRACTOR.
26.6 All operations necessary for the performance of the CONTRACT shall be
27.2 Neither PARTY shall have the right to raise a Dispute Notice if:
27.2.1 ninety (90) days elapsed after the date of discovery of the event
giving rise to the Dispute; or
27.2.2 the event giving rise to the Dispute took place after the expiry of the
relevant Guarantee Period, subject only to the provisions of Article 11
and CONTRACTOR’s liability for latent defect.
27.4 QP and CONTRACTOR shall in good faith and using all reasonable efforts in
the spirit of co-operation take all steps as may be necessary or desirable to
27.5 If after ninety (90) days from the date of raising a Dispute Notice, any PARTY
considers that, despite the good faith efforts of the PARTIES, the Dispute is
not capable of being settled, the aggrieved PARTY may refer the Dispute to
the competent court in the State of Qatar. The courts of Qatar shall have
exclusive jurisdiction over any suit or legal proceeding relating to the
CONTRACT. The PARTIES shall submit to the exclusive jurisdiction of the
courts of Qatar as the proper legal venue for any dispute or controversy that
cannot be settled by agreement between the PARTIES.
27.6 Notwithstanding the provisions of Articles 27.1, 27.2, 27.3, and 27.4 above,
QP will solely decide on all matters which are specifically reserved in the
CONTRACT for decision by QP.
27.7 CONTRACTOR shall not at any time suspend performance of the SERVICES,
including any part thereof which is subject of a Dispute, or any of its
obligations under the CONTRACT pending resolution or settlement of a
Dispute and shall proceed with all due diligence with the SERVICES and all its
other obligations in full compliance with the CONTRACT.
In order that the PARTIES hereto may fully exercise their rights and perform
their obligations hereunder arising from the performances of the SERVICES
under the CONTRACT, such provisions of the CONTRACT which are of a
continuing nature or which are required to ensure such exercise or
performance shall survive the COMPLETION or termination of the
CONTRACT for any cause whatsoever.
30.1 All notices and other communications to be given under the CONTRACT shall
be in writing and shall be deemed to be effectively given:
If facsimile transmittal takes place after normal business hours, notice shall be
deemed given on the opening of business on the following business day to the
other PARTY at its address set out in Appendix D or Appendix E (or such
other address if such has been properly notified to the other PARTY with
fifteen (15) days prior notice).
31.1 The term “Conflict of Interest” as used herein means any potential or actual
circumstance where,
31.4 CONTRACTOR further represents, warrants and shall ensure that neither it
31.5 If any Conflict of Interest arises any time, CONTRACTOR shall so notify QP
immediately.
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