ARABIC
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 and from 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.
Personal Protective Equipment (PPE): The Supplier shall provide all required/ necessary PPEs to its Staff and ensure the same with its sub-contractors. 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 (daily before use /weekly for suitability and condition) 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 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. Supplier shall adhere to any HSE standards prescribed by regulations, laws, or the Client. Any written notice by Client to (re)align with those HSE standards shall be acted upon by the date specified in that notice. The Supplier shall take whatever action that may be necessary on its part such that its deputed personnel and subcontractors are provided with a workplace that is free from recognized hazards that are likely to cause death or serious physical harm and are able to perform the Services in a safe manner, in accordance with HSE standards as prescribed by regulations, law, or the Client. The Supplier shall provide all its deputed personnel with appropriate personal protective equipment, during the performance of the Services at the Client sites at its own cost and as advised by the Client. The Supplier shall notify the Client immediately of any accidents, incidents, impending or actual stoppages of work, industrial disputes or other matters which are likely to affect the rendering of the Services, the interests, or other operations of Client and the owner (as applicable).
The Supplier shall provide material safety data sheets (MSDS) for all chemicals that it may be using at site. The Supplier’s personnel and employees must show understanding for those MSDS before conducting the work.
Fair Culture/Deficiency/Indemnification: The Client promotes good safety behaviour and recognizes the right to make mistakes but advocates the fair sanction of any deviation from the rule.
The fair recognition and sanction system that is developed by the Client as per the requirements needs to be discussed and agreed upon by the Supplier for its own Staff and those of its subcontractor(s).
The Client requires that the Supplier actively promotes positive recognition for initiatives taken to improve safety performance.
Conversely, the Client requires that any breach of H&S rules by the Supplier’s or its subcontractors’ Staff will be investigated in a fair and transparent manner by the Supplier to ascertain whether it was a genuine mistake or due to a lack of knowledge. The Supplier shall be required to undertake any and all corrective measures to ensure that the breach is not repeated. Should the investigation demonstrate that the breach was intentional or repeated, the Client shall retain the right to exclude the Staff (whether of the Supplier or its subcontractor(s)) from the Client site.
- SUB-CONTRACTING
The Client has a restriction on the levels of subcontracting. The allowed number of levels shall not be more than 2 which means Supplier/at L1 and subcontractor at L2. The subcontractor at L2 shall not further subcontract the whole or any part of the Services to another third party.
The Supplier shall be solely responsible for the correct execution of the Purchase Order/Contract. The Supplier may only transfer all or part of its obligations under a Purchase Order/Contract to a subcontractor after obtaining prior written agreement from the Client. The Contractor shall deliver to the Client an executed contract between Contractor and subcontractor. It is a condition to the Client’s authorisation of the use of subcontractors that the contract between these parties (i.e., the Supplier and its subcontractor) must demonstrate, inter alia, that the Client’s safety rules are part of the contractual conditions with its subcontractor and that the subcontractor is able to meet H&S performance requirements of the Client as per clause 19 of these Terms and Conditions. However, the Supplier shall in all cases remain fully responsible for the acts or omissions of its sub-contractors and any agreed sub-contracting shall not release the Supplier in any way of its obligations performed by said third party.
Notwithstanding the above, the Client shall be free to assign or transfer, fully or partially, its rights and obligations pursuant to the Purchase Order/Contract to an Affiliate, with written notice and without seeking the consent of the Supplier.
- INSURANCE
The Supplier shall at all relevant times maintain, at its own cost, such insurance cover (with a reputable international insurer) as is best practice in its business sector and is appropriate (both in scope and quantum of cover) to the value and nature of the Purchase Order/Contract and the risks inherent in its performance, including, personal injury, death, third party liability and equipment.
The Supplier shall take, both on its own behalf and on the behalf of any of its subcontractors, a valid worker’s compensation and a general comprehensive third party liability insurance from a recognized insurance company to guarantee the financial consequences of its liability and the liability of any of its sub-contractors that may arise as the result of bodily, property damage and consequential losses, whatever their origin, caused to the Client or any third party during or after execution of the Purchase Order/Contract .
The Client may ask the Supplier a copy of the insurance policies taken out by the Supplier. The insurance policies shall be in force at the latest from the date of delivery of the Products or commencement date of the Services under the Purchase Order/Contract and shall remain in force for an uninterrupted period of twelve (12) months afterwards and contain a waiver of subrogation in favour of the Client. The indication of any guaranteed sums in the insurance policy does not in any way constitute a waiver by the Client its right to claim from the Supplier amounts above such insured sums nor does it constitute a limitation of liability. The Supplier shall be solely responsible for payment of insurance premiums.
- LIMITATION OF LIABILITY
The cumulative liability of the Supplier to the Client under the Purchase Order/Contract shall be as set forth in the Purchase Order/Contract, provided that such limitation of liability shall not apply to, or otherwise limit or affect: (i) liabilities arising from fraud, gross negligence, wilful misconduct or illegal acts or omissions (including any Prohibited Acts), (ii) liabilities that the Supplier cannot by law contract out of; (iii) the Supplier’s obligation to perform the Services or deliver the Products; (iv) the Supplier’s indemnification obligations arising under these Terms and Conditions; or (v) liabilities of the Supplier which are satisfied by the proceeds of insurance obtained under Clause 21, or that would be satisfied but for a vitiating act of the Supplier.
Except for by any liquidated damages or indemnities under the Purchase Order/Contract or these Terms and Conditions, neither Party shall be liable to the other for loss or profit, loss of revenue, loss of contract and indirect or consequential losses or damage of any nature whatsoever, including, lost management time, economic loss or other loss of business, production, revenue, profit, goodwill, loss of data and anticipated savings or tax mitigation or similar losses.
- GENERAL PROVISIONS
The Client is an Affiliate of ENGIE S.A., and accordingly the Client may perform any of its obligations or exercise any of its rights hereunder by itself or through any Affiliate, provided that any act or omission of any such Affiliate shall be deemed to be the act or omission of the Client.
The Purchase Order/Contract is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Purchase Order/Contract.
Unless otherwise expressly stated in the Purchase Order/Contract or these Terms and Conditions, all rights and remedies are cumulative and not exclusive of any other rights or remedies available to the Parties, whether provided by law, equity or statute.
No waiver by the Client of any breach of the Purchase Order/Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver shall only be effective and binding on a Party, if given in writing. No waiver of any term of the Purchase Order/Contract or of these Terms and Conditions shall constitute a waiver of another breach of that term or any other terms.
The failure by the Client, whether or not deliberate, to exercise a right, power or remedy whether under law or under the Purchase Order/Contract, or to insist on the precise performance of the Purchase Order/Contract, or its delay in doing so, shall not constitute a waiver or affect its future exercise or enforcement of rights.
If any provision of the Purchase Order/Contract or these Terms and Conditions is held by any court or other competent authority to be illegal, invalid or unenforceable in whole or in part, the validity of the other provisions of the Purchase Order/Contract or these Terms and Conditions and the remainder of the provision in question shall not be affected.
Nothing in the Purchase Order/Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, nor authorize either Party to make or enter into any commitments for or on behalf of the other Party.
The Purchase Order/Contract, the Specification and these Terms and Conditions (and any other documents that are incorporated by reference therein or herein) constitute the entire terms for the rendering of Services and delivery of Products and shall not be modified except in writing. The Purchase Order/Contract, the Specification and these Terms and Conditions supersede all prior agreements, arrangements, or understandings whether in writing or otherwise between the Parties.
A provision which either in its terms or from its intent is to survive termination of the Purchase Order/Contract shall remain in force however the termination occurs.
Third Party’s Rights Act 1999: Unless otherwise expressly provided for herein, the Parties to the Purchase Order/Contract do not intend that any term of the Purchase Order/Contract should be enforced, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to the Purchase Order/Contract and the application of the Third party’s Rights Act is expressly excluded.
- SUPPLIER PERSONNEL
The Supplier shall at all times remain responsible to control and supervise all its employees, including when they are working on the Client's project site or premises. The Supplier shall continuously provide all necessary Supplier personnel and shall ensure that Supplier personnel are not replaced without the prior approval of Client to a suitable successor.
The Supplier warrants that all Supplier personnel have sufficient qualifications and experience to perform their tasks safely, competently, and efficiently, and shall ensure that they are healthy, fit and suitable in every respect to perform the Services. The Supplier shall also ensure that all Supplier personnel qualifications or experience levels meet or exceed any particular minimum standards or other requirements which are specified by the Client. The Supplier shall supply the Client with evidence of the qualifications, training, and experience of Supplier personnel, and shall promptly submit any detailed information which is required by the Client concerning Supplier personnel in order to enable the Client to review the information and notify the Supplier of its approval/rejection.
The Client may request Supplier to remove any of its officers, employees, personnel, subcontractor or agents from performing the Services. The person shall be removed forthwith at the expense of the Supplier and shall not be engaged on the Services again or on any other work of the Client without prior the Client’s written approval. Persons who have been removed from the Services shall immediately be replaced by other suitably qualified persons acceptable to the Client.
If requested by the Client, the Supplier shall ensure that all Supplier’s personnel undergo any medical examinations required by the Client or the provision of the Services and shall supply the Client with relevant details of medical and health records for Supplier personnel if required to do so by the Client.
The Supplier shall provide the Client with photocopies of passports, police clearances and any similar personal security documentation necessary to obtain Client identification cards and passes for the Supplier’s personnel. The Supplier shall ensure that Supplier’s personnel carry such identification cards with them at all times when they are at the Place of Delivery or at any Client’s premises.
The Supplier shall require its personnel to be law abiding, peaceful, and respectful of local cultural traditions.
The Supplier shall ensure that all Supplier personnel have all necessary visas, sponsorship documentation, work permits, and other immigration requirements. The Supplier shall be responsible for payment of any fees and charges for Supplier Personnel visa, sponsorship, work permit and similar documentation. If the Supplier so requests, the Client will provide the Supplier with reasonable assistance to secure the foregoing requirements and all costs incurred by the Client in the provision of such assistance will be to the Supplier’s account.
- BUSINESS CONTINUITY & RISK MANAGEMENT
The Supplier agrees to establish and maintain contingency plans, recovery plans and proper risk controls designed to ensure the Supplier’s continued performance under the Purchase Order/Contract to cater for any unforeseen or unplanned events and conditions, and to ascertain that no operational or financial risk will hinder with on-going services and contractual obligations. Furthermore, the 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.
- APPLICABLE LAW AND SETTLEMENT OF DISPUTES
Applicable Law
The Purchase Order/Contract (including the arbitration agreement set out in Clause 27) and any non-contractual obligations arising in connection with the Purchase Order/Contract shall be governed by and construed in accordance with the laws of England and Wales.
Negotiations
If any dispute, controversy, difference or claim arising out of or in connection with this Contract (a “Dispute”) is not resolved between the 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, 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.
Expert Determination
The Client and the Supplier shall, within 15 days of the date of the Purchase Order/Contract, mutually agree an independent third party (the “Expert”) and an alternate independent third party (the “Alternate Expert”) to decide Disputes to be referred to Expert Determination under the Purchase Order/Contract, 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 or technical matter 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. If 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. 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.
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 Clause 27, 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.
- ARBITRATION
Any Dispute that has not been finally settled pursuant to Clause 25 shall be settled exclusively and finally by arbitration on the terms set out below. The Purchase Order/Contract and the rights and obligations of the 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, but the Parties may nevertheless decide to hold meetings in Dubai, United Arab Emirates for practical reasons.
No arbitrator shall be a present employee or agent of, consultant or counsel to, any Party or any Affiliate of any Party or a national of a state with which the domicile of any Party does not maintain diplomatic relations.
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 Tribunal shall have the right and authority to grant injunctive, declaratory and other equitable relief, including specific performance.
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 (i.e. not subject to appeal on the merits), and the Parties agree that an arbitration award may be recognized and enforced by any court or tribunal having jurisdiction. 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 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 and interest (whether pre- or post-award) shall be finally determined and allocated between the Parties by the Tribunal in its award.