Supplier shall ensure that all Supplier’s personnel undergo any medical examinations required by the Kingdom of Saudi Arabia or the provision of the Services and shall supply Client with relevant details of medical and/or health records for Supplier personnel if required to do so by Client.
Supplier shall provide Client with photocopies of passports, police clearances and any similar personal security documentation necessary to obtain Client identification cards and passes for Supplier’s personnel. Supplier shall ensure that Supplier’s personnel carry such identification cards with them at all times when they are at the Place of Work or at any Client’s premises.
Supplier shall require its personnel to be law abiding, peaceful, and respectful of local cultural traditions.
Supplier shall ensure that all Supplier personnel have all necessary visas, sponsorship documentation, work permits, and other immigration requirements. Supplier shall be responsible for payment of any fees and/or charges for Supplier Personnel visa, sponsorship, work permit and similar documentation. If Supplier so requests, Client will provide Supplier with reasonable assistance to secure the foregoing requirements and all costs incurred by Client in the provision of such assistance will be to the Supplier’s account.
- BUSINESS CONTINUITY & RISK MANAGEMENT
The Supplier agrees to – for any unforeseen or unplanned events and conditions – establish and maintain contingency plans, recovery plans and proper risk controls designed to ensure the Supplier’s continued performance under the PO/Contract and to ascertain that no operational or financial risk will hinder with on-going services and contractual obligations. Furthermore, Supplier agrees to share a contingency plan or recovery plan in the form of a comprehensive document/report summarizing any such plan as and when requested by the Client.
- HEALTH & SAFETY (H&S)
The Supplier shall submit a detailed H&S Plan. The plan shall cover processes to implement the principles and details of the H&S Management system, In the H&S plan below contents are expected. “AMEA HSE Minimum Standards” document and/or international applicable H&S guidelines will form the reference for H&S evaluation.
The Client has the right to require the Supplier, to provide the evidence that it has complied with H&S, and the right to carry out audits or have them carried out.
Competency: The Supplier shall ensure that the person(s) in charge for the supervision of the work, technicians such as electrician, rigger, scaffolder etc. are competent person and as per requirements. No work shall commence/ be executed in absence of a qualified competent person.
The Supplier shall ensure that employees provided to a Client are competent and hold the necessary qualifications, skills, and experience to perform the work required and stipulated by the Client.
Trainings: The Supplier shall provide basic Health, Safety, Environmental and Welfare training to all employees allocated to a Client such that they are able to avoid danger when working at a Client site. The Supplier must be aware of the No Life at Risk approach which is based on the following four pillars – (1) Life Saving Rules (2) Breakpoint (3) HiPo and (4) Shared Vigilance.
ENGIE Life Saving Rules: The Client and subcontractors must ensure that teams’ working environment complies with the lifesaving rules. They are non-negotiable and contractor personnel may be excluded from work upon breach. These are:
- Clip on your Harness When working at Height
- Stay out of the path of the moving vehicle, plant, and
- Verify that there is no live energy (mechanical, chemical, electrical, fluids, under pressure, )
- before starting
- Only enter a trench if appropriate wall supports are in place
- The atmosphere must be tested safe before entering a confined space and monitored as you work
- Do not perform hot work unless the fire or explosion risks have been eliminated
- Do not walk or stand under a load
- Do not handle your phone and any other handheld device while
- Do not drive under the influence of
Awareness of Potential Hazards: The Supplier shall ensure that all known hazards present at the Client site (as notified by ENGIE) are made known to each of their employees prior to working on at the Client site. The Supplier shall prepare a formal Risk Management Plan, as part of the H&S Plan, to illustrate the hazards to the Client.
Hazardous substances and chemical register shall be prepared in advance by the Supplier. Replacement of most hazardous substances is to be thought off (if possible). Its storage, usage, and disposal are to be carried out as per MSDS requirements with clear access controls and signages. Personnel exposed to these substances and chemicals are to be trained in MSDS (all) aspects including handling emergency and shall be separately identified.
Induction: The Supplier shall arrange to provide a detailed H&S induction to its employees including its subcontractors. The Supplier should also ensure that employees understood the requirement through some checks and keep records of the same. Person can be deployed on the job only after safety induction is given. Record of Safety Induction of all persons should be maintained and produced whenever requested by the Client.
Upon formal engagement of the Supplier, a separate program and procedure is required to cover major risks such as, but not limited to, Electrical Safety, Working at Height, Lone working, Working with Ladders, Lifting, Confined space, Scaffolding, lock out/Tag out, Process Safety, Work over water, Workplace upkeeping (Housekeeping) etc.
Housekeeping & storage: The Supplier shall maintain a good stacking and storage of materials at stores & workplace area. Periodical housekeeping (Minimum – during shift changeover) shall be maintained. It is the responsibility of the Supplier to ensure disposal of waste to the designated area.
Driving Regulations: The driving risk shall be assessed, and a clear policy is to be made for Driving within, To & From for work. This also includes earth moving equipment. To view the list of minimum international requirements please refer to Clause 15 in the AMEA HSE Minimum Standards document.
Incidents & Near Misses: The Supplier shall inform the Client of any incident where one or more of its employees are injured or are at significant risk of injury (near miss) and any high potential incidents as per the Client’s Incident Reporting Procedure timelines provided in the AMEA HSE Minimum Standards.
Personal Protective Equipment (PPE): The Supplier shall provide all required/ necessary PPEs to the workmen. All PPEs shall be as per the acceptable international standard. In any case the use of Safety Shoes, Safety Helmet, Reflective Jackets, Safety Goggles are mandatory. These PPEs shall be regularly checked and maintained fit for purpose by the Supplier’s H&S in-charge. Other specific PPEs shall be used as per the job requirement, risk assessment and/or as directed in the scope and work plan.
General tools/equipment should be of good construction, sound material, and adequate strength, free from patent defect. Equipment should be designed so that it is safe when used. For details on the use of portable, hand and lifting tools, please refer to clauses 10 & 11 of the AMEA HSE Minimum Standards.
Pandemic or other unforeseen conditions: It is obligatory for the Supplier to adhere to country-specific pandemic (e.g., COVID-19) protocols or conditional guidelines in case of unforeseen/unanticipated events.
- APPLICABLE LAW AND SETTLEMENT OF DISPUTES
Any dispute, controversy, proceedings or claims of whatsoever nature arising out of or relating to this Contract shall be governed by and construed in accordance with the laws of England & Wales (“Governing Law”).
If any dispute, controversy, difference or claim arising out of or in connection with this Contract (a “Dispute”) is not resolved between the Parties (the “Disputing Parties”) within a period of thirty (30) days after the Dispute arises, each Party shall nominate a senior officer of its management to meet at a mutually agreed time and place not later than twenty five (25) days after the Dispute has arisen to attempt to resolve such Dispute. Should a resolution of such Dispute not be obtained within five (5) days after the meeting of senior officers for such purpose (or if a meeting of senior officers fails to take place within such twenty-five (25) day period), or such longer period as the Parties may mutually agree upon, then such Dispute shall be settled exclusively and finally by Arbitration as per the below section, unless the Dispute is first submitted to Expert Determination in accordance with below provisions.
The referring Party may either elect to proceed for Arbitration or for Expert Determination or both, as per the below provisions, (but not simultaneously with regard to the same issue) as herein stipulated as they may deem fit.
The Client and the Supplier shall appoint an independent third party mutually acceptable to both Parties (the “Expert”) and an alternate third party (the
“Alternate Expert”) to decide Disputes to be referred to Expert Determination, failing which the Expert and Alternate Expert shall be appointed in accordance with Article 5 of the Rules for Expertise of the ICC. The Expert and the Alternate Expert shall have experience relevant to the Dispute at issue. For the avoidance of doubt, Experts and Alternate Experts for the resolution of Disputes related to issues of construction, engineering and/or technical matter related to power generation facilities shall be engineers.
In the event that any Dispute is not resolved pursuant to the aforementioned provision (Negotiations), a Party may require by providing written notice to the other Party that such Dispute be submitted for Expert Determination. In the event that the agreed upon Expert is unavailable to resolve the Dispute within the time-limit specified hereunder either Party may by providing written notice to the Alternate Expert and the other Party refer the Dispute to the Alternate Expert.
Whichever of the Expert or the Alternate Expert is appointed to resolve a Dispute (the “Appointed Expert”) shall request such submissions (if appropriate in sequential order), documents, materials or other evidence as he may require to make his determination within ten (10) days of being appointed and the Parties shall submit to the Appointed Expert such submissions, documents, materials or other evidence within fifteen (15) days of the Appointed Expert’s written request therefore.
The Appointed Expert shall be directed to complete all proceedings and issue his decision with reasons with regard to the Dispute as promptly and as reasonably possible, but in any event within thirty (30) days of the date upon which the Parties have submitted (or should have submitted) documentation pursuant the foregoing provisions unless the Appointed Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised, stating his reasons for such determination and provided that the Appointed Expert shall, in any event, issue his decision within sixty (60) days of the date upon which the Parties have submitted (or should have submitted) documentation pursuant to the foregoing provision. The decision of the Appointed Expert regarding a Dispute shall be final and binding on the Parties unless written notice of dissatisfaction with the decision is given by one Party to the other Party, with a copy to the Appointed Expert, within thirty (30) days of such Party’s receipt of the Appointed Expert’s decision, in which event such Dispute shall be settled by arbitration pursuant to the below provisions, provided that a Party commences such arbitration within sixty (60) days of the date of the receipt by a Party of the written notice of dissatisfaction. If no arbitration is so commenced within sixty (60) days of the issuance of the notice of dissatisfaction, the Appointed Expert’s decision shall be final and binding upon the Parties, notwithstanding the giving of a notice of dissatisfaction. The Appointed Expert is to act as expert and not arbitrator.
The Party that initiates the submission of a Dispute to an Appointed Expert by giving notice pursuant the aforementioned provisions shall pay one hundred percent (100%) of all fees and costs of the Appointed Expert including any advance on account of such fees and costs set by the Appointed Expert. All such fees and costs of the Appointed Expert shall be borne or reimbursed by the Party or Parties as determined by the Appointed Expert’s decision on the principle that the non-prevailing Party shall bear such fees and costs. Each Party shall bear its own costs (including costs of its advisors or consultants) with respect to a Dispute submitted to the Appointed Expert.
Any Dispute that has not been finally settled pursuant to the foregoing provisions (Negotiations) and/or (Expert Determination) shall be settled exclusively and finally by arbitration on the terms set out in this Contract. This Contract and the rights and obligations of the Disputing Parties shall remain in full force and effect pending the award in such arbitration proceeding.
Any arbitration commenced hereunder shall be conducted pursuant to the Rules of Arbitration of the International Chamber of Commerce (“Rules”), in force when the arbitration commences, before an arbitral tribunal (the “Tribunal”) composed of three (3) arbitrators appointed in accordance with the Rules, provided, however, that the Disputing Parties shall be given thirty
(30) days from the confirmation of the second arbitrator to select jointly the third arbitrator, who shall act as president. The seat (legal place) of arbitration shall be London, United Kingdom, and the venue of arbitration shall be Dubai, United Arab Emirates.
The Tribunal and the Disputing Parties shall use reasonable efforts to conduct any arbitration commenced hereunder expeditiously in light of the nature and complexity of the Dispute. The award of the Tribunal shall be final and binding on the Disputing Parties (i.e. not subject to appeal on the merits), and the Disputing Parties agree that an arbitration award may be entered in any court having jurisdiction thereof. The Tribunal shall have the right and authority to grant injunctive, declaratory and other equitable relief, including specific performance.
No arbitrator shall be a present employee or agent of, consultant or counsel to, any Disputing Party or any Affiliate of any Disputing Party or a national of a state with which the domicile of any Disputing Party does not maintain diplomatic relations.
The arbitration shall be conducted in the English language and all documents submitted in connection with the arbitration shall be in the English language or, if in another language, accompanied by an English translation. The arbitrators shall decide the Dispute by majority of the Tribunal and shall state in writing the reasons for its decision. The award of the Tribunal shall be final and binding on the Parties. The Tribunal shall have the right and authority to grant injunctive, declaratory and other equitable relief.
The Parties further undertake to carry out without delay the provisions of any arbitration award or decision, and each agrees that any such award or decision, may be enforced by any court or tribunal having jurisdiction.
The existence of any Dispute under this Contract or the pendency of the dispute settlement or resolution procedures set forth herein shall not in and of themselves relieve or excuse either Party from its ongoing duties and obligations under this Contract.
The Parties shall each pay one-half (½) of any advances on costs required under the Rules or as otherwise requested by the Tribunal. The costs of such arbitration shall be finally determined and allocated between the Parties by the Tribunal in its award.