C311333 AMAL HRSG-1 PROJECT

Petroleum Development Oman LLC

Contract Number C311333
Amal Heat Recovery Steam Generator (HRSG)-1 Project
C3, General Conditions

Section C3, General Conditions Rev 2.5 Nov 2010

Page 1 of 42

C311333 AMAL HRSG-1 PROJECT

GENERAL CONDITIONS FOR CONSTRUCTION CONTRACTS SP-1148

CONTENTS
ARTICLE - 1.

DEFINITIONS .................................................................................................... 3

ARTICLE - 2.

INTERPRETATION OF THE CONTRACT ............................................................... 7

ARTICLE - 3.

WORK .............................................................................................................. 7

ARTICLE - 4.

PROGRESS OF THE WORK ................................................................................11

ARTICLE - 5.

FORCE MAJEURE ..............................................................................................14

ARTICLE - 6.

INSTRUCTIONS AND VARIATIONS TO CONTRACT .............................................15

ARTICLE - 7.

MATERIALS AND CONSTRUCTION EQUIPMENT..................................................16

ARTICLE - 8.

INSPECTION AND TESTING ..............................................................................19

ARTICLE - 9.

SUBSTANTIAL COMPLETION AND COMPLETION ................................................20

ARTICLE - 10.

WARRANTY FOR THE WORK .............................................................................21

ARTICLE - 11.

SUSPENSION AND TERMINATION .....................................................................22

ARTICLE - 12.

PAYMENT.........................................................................................................25

ARTICLE - 13.

DUTIES AND TAXES .........................................................................................26

ARTICLE - 14.

RIGHT TO AUDIT .............................................................................................26

ARTICLE - 15.

OMANISATION .................................................................................................27

ARTICLE - 16.

HEALTH, SAFETY AND ENVIRONMENT ..............................................................27

ARTICLE - 17.

LIABILITIES AND INDEMNIFICATION ................................................................28

ARTICLE - 18.

INSURANCE BY COMPANY ................................................................................30

ARTICLE - 19.

INSURANCE BY CONTRACTOR ..........................................................................31

ARTICLE - 20.

REPRESENTATIVES OF THE PARTIES ................................................................32

ARTICLE - 21.

SUBCONTRACTORS & MANUFACTURERS ...........................................................32

ARTICLE - 22.

CONTRACTOR PERSONNEL ...............................................................................33

ARTICLE - 23.

LABOUR RELATIONS ........................................................................................34

ARTICLE - 24.

LAWS, PERMITS AND REGULATIONS .................................................................35

ARTICLE - 25.

OWNERSHIP, PATENTS AND PROPRIETARY RIGHTS ..........................................35

ARTICLE - 26.

CONFIDENTIALITY ...........................................................................................38

ARTICLE - 27.

BUSINESS ETHICS AND PRINCIPLES .................................................................39

ARTICLE - 28.

CLAIMS............................................................................................................40

ARTICLE - 29.

ASSIGNMENT ...................................................................................................40

ARTICLE - 30.

APPLICABLE LAW AND DISPUTE RESOLUTION...................................................40

ARTICLE - 31.

NOTICES .........................................................................................................42

ARTICLE - 32.

SUSTAINABLE DEVELOPMENT ...........................................................................42

ARTICLE - 33.

EXCLUSIONS OR LIMITATIONS OF LIABILITY ....................................................42

Section C3, General Conditions Rev 2.5 Nov 2010

Page 2 of 42

C311333 AMAL HRSG-1 PROJECT

ARTICLE - 1.

DEFINITIONS

The following definitions shall apply to the General Conditions and, unless the context requires
otherwise, to the other Sections forming part of the Contract.
1.1.

Affiliates
Shall mean:
In respect of Company
Any corporations, partnerships, trusts, or other entities which have a direct or indirect
ownership interest in Company.
In respect of Contractor, Sub-contractor, or Other Contractor
Any corporations, partnerships, trusts, or other entities which are

1.2.

a)

more than 50% owned by Contractor, Sub-contractor or Other Contractor, or

b)

owners directly or indirectly of more than 50% of Contractor, Sub-contractor, or

Other Contractor, or

c)

more than 50% owned directly or indirectly by the same entity which owns
Contractor, Sub-contractor or Other Contractor.

Associated Companies
Shall mean an ultimate holding company of any Company Affiliates and the subsidiaries in
any tier in the chain of ownership of such ultimate holding companies where the immediate
parent company has a controlling interest or an ownership interest of fifty percent (50%) or
more.

1.3.

Capital Area
Shall mean all locations in the area known as Governate of Muscat in the Sultanate of Oman
in accordance with Royal Decree 6/91.

1.4.

Company Group
Shall mean Company, Company Affiliates and Associated Companies and their respective
directors, officers and employees (including agency personnel), but shall not include any
member of Contractor Group.

1.5.

Company Personnel
Shall mean all individuals, whether employees or not, engaged on the Work by Company.

1.6.

Completion, Substantial Completion, Final Completion

1.6.1.

Substantial Completion
Shall mean that the Work, or any part thereof, is ready for operational or functional
occupation, when so certified by Company, with due allowance for minor outstanding items
as stated in a list to be agreed between Company and Contractor but with all required tests
having been completed. The date of issue of the Substantial Completion certificate shall be
the date on which Contractor is deemed to have achieved Substantial Completion of the
Work or the part of the Work specified in the certificate.

1.6.2.

Completion
Shall mean the whole of the Work has been completed in accordance with the requirements
of the Contract, when so certified by Company, with no exceptions or outstanding items.
The date of issue of the Completion certificate shall be the date on which Contractor is
deemed to have achieved Completion.

1.6.3.

Final Completion
Shall mean that a Completion certificate has been issued and that the Warranty Period,
including any extension thereof, has expired, when so certified by Company.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 3 of 42

C311333 AMAL HRSG-1 PROJECT

1.7.

Confidential Information
Shall mean all knowledge, data or information acquired by Contractor from, or disclosed to
Contractor by, Company, or on behalf of Company, in connection with the Work in writing,
drawings, magnetic tapes, computer programs or in any other way, as well as all
information, data or information derived there from, to the extent that such knowledge, data
or information at the time of such acquisition or disclosure is not either already in the
unrestricted possession of Contractor or part of public knowledge or literature.

1.8.

Confidential Record
Shall mean all documents and any other material containing Confidential Information.

1.9.

Construction Equipment
Shall mean all transport, construction, testing, inspection and other equipment, tools,
implements, consumables, temporary works and such other items as are required for the
realisation of the Work, but excluding Materials.

1.10.

Contract Dates

1.10.1.

Commencement Date:
Shall mean the date stipulated in Section C1 after which Contractor shall be ready to
commence executing the Work. If no date has been stipulated in the Contract, the
Commencement Date shall be the Effective Date.

1.10.2.

Completion Date:
Shall mean the date stipulated in the Contract, or as amended by a Variation to Contract in
accordance with the terms of the Contract, by which Contractor must achieve Completion of
the whole of the Work.

1.10.3.

Effective Date:
Shall mean the date, as stated in Section C1, on which the Contract was awarded or is
signed by both parties, whichever is earlier.

1.11.

Contract Holder
Shall mean the person appointed as such by Company and named as such in the Contract,
having the authorities set forth in the Article 20 herein.

1.12.

Contract Manager
Shall mean the person appointed as such by Contractor and named as such in the Contract,
having the authorities set forth in the Article 20 herein.

1.13.

Contractor Group
Shall mean Contractor and its Affiliates, its Subcontractor and their Affiliates, its and their
respective directors, officers and employees (including agency personnel), of the aforesaid,
but shall not include any member of Company Group. Contractor Group shall also mean
subcontractors (of any tier) of Subcontractors who are performing Work at any Site, their
Affiliates, their directors, officers and employees (including any agency personnel).

1.14.

Contractor Personnel
Shall mean all individuals, whether employees or not, engaged on the Work by Contractor or
any Subcontractor.

1.15.

Contract Price
Shall mean the sum of money stated in the Pricing Summary of C5 Schedule of Prices,
subject to such additions thereto or deductions there-from as may be made under the
provisions of the Contract.

1.16.

Country of Operation
Shall mean the Sultanate of Oman. North of Oman shall mean the Operating Area north of
2300000 meters Universal Transverse Mercator (UTM) and South of Oman shall mean the
Operating Area south of 2300000 meters UTM

Section C3, General Conditions Rev 2.5 Nov 2010

Page 4 of 42

C311333 AMAL HRSG-1 PROJECT

1.17.

Documents
Shall mean all drawings, calculations, computer software (programs), patterns, models,
operation and maintenance manuals and all other manuals and information of whatever
nature submitted by Contractor.

1.18.

Facilities
Shall mean any of Contractors offices, bases, yards, warehouses, workshops, laboratories,
camps or other installation or facility in the Country of Operation required to complete the
Work.

1.19.

Foreign Products
Shall mean all Materials which are not National Products or Products of GCC Origin.

1.20.

Instruction
Shall mean communication issued by Company in accordance with the Article 6 herein
requiring Contractor to alter all or part of the Work.

1.21.

Interior
Shall mean all locations in the Sultanate of Oman outside the Capital Area.

1.22.

Key Personnel
Shall mean Contractor Personnel occupying positions defined in the Contract as being Key
Personnel.

1.23.

Lien
Shall mean a charge or claim by one party on the property of another as security for the
payment of a debt or duty.

1.24.

Manufacturer or Vendor
Shall mean the person or company which completes the manufacture and/or assembly of
Materials.

1.25.

Materials
Shall mean all materials, supplies, consumables, machinery and other items procured and
supplied by Company and/or Contractor to be incorporated in the Work, including spare
parts.

1.26.

MCI Certificate
Shall mean a certificate issued by the Director General or other competent authority of the
Ministry of Commerce and Industry, certifying that a company is an Omani industrial
company, in relation to the products stated on the MCI Certificate.

1.27.

National Products
Shall mean all products entirely produced in the Sultanate of Oman.

1.28.

Notices
Shall mean instructions, notifications, agreements,
acknowledgements related to the Contract.

1.29.

authorisations,

approvals

and

Omanisation, Omanise and Omanised position

Shall mean the complete and permanent transfer, of a position of employment to an Omani
or GCC national. Omanisation of any position, or an Omanised position shall not be deemed
complete until training has been finalised and relevant expatriate Personnel, to be
transferred from the position, has forfeited all duties and responsibilities for the position.

1.30.

OPAL
Shall mean the Oman Petroleum Alliance (http://www.opaloman.org/), an organisation of
Omani oil producers, operators and contractors registered in Oman with the intention to
develop the competences and competitiveness of the Omani people.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 5 of 42

C311333 AMAL HRSG-1 PROJECT

1.31.

OPAL Compliance Verification Certificate/ Certification or OPAL CVC

Shall mean written confirmation, by an authorised representative(s) of OPAL that an
organisation, company or other commercial entity conforms in all respects to the OPAL
minimum criteria of Omanisation.

1.32.

Products of GCC Origin

Shall mean all products of which the added value resulting from production in one of the
member states of the Gulf Co-operation Council is not less than 40% of the final value of
such products on completion of production.

1.33.

Programme (or Construction Schedule)

Shall mean the detailed Work plan complying with the requirements of the Article headed
Work. If the term Construction Schedule is used in any of the other documents of the
Contract it shall have the same meaning as Programme.

1.34.

Rates
Prices given in the Contract (Section 5 - Schedule of Rates) which will become due to
Contractor upon completion of stated activities, as and when those activities have been
instructed by Company.

1.35.

Site
Shall mean all premises, areas, lands, waters and other places where the Work or activities
in connection with the Work are performed including; offices, workshops, camp or messing
facilities for Contractor Personnel and places where equipment, materials or supplies are
being obtained, stored or used for the purposes of the Contract.

1.36.

Subcontract
Shall mean a contract placed by Contractor or any Subcontractor for the performance of any
part of the Work, including but not limited to the supply of Materials.

1.37.

Subcontractor
Shall mean any party to whom any part of the Work has been subcontracted, whether by
Contractor, by a Subcontractor of Contractor, or by a subcontractor of a Subcontractor.

1.38.

Technical Information
Shall mean all design data, design standards, calculations, drawings, specifications, and such
other information referred to, provided by or caused to be provided by Company pursuant to
the Contract.

1.39.

Third Party
Shall mean any party other than Company Group or Contractor Group.

1.40.

Variation to Contract
Shall mean any alteration or amendment to the Contract agreed by Company and Contractor
in writing and in accordance with the Procedures for Contractors.

1.41.

Warranty Period
Shall mean the period during which Contractor shall be liable for the Work in accordance
with the Article headed Warranty for the Work. Unless stipulated otherwise in the
Contract, the Warranty Period for the Work or any part thereof shall be eighteen (18)
months from Substantial Completion or twelve (12) months from Completion, whichever
period ends first, or as extended in accordance with the provisions of the Article headed
Warranty for the Work.

1.42.

Work
Shall mean all work to be carried out and all services rendered by Contractor including all
temporary work, design, engineering, procurement, assembly, construction, installation and
commissioning work to be performed by Contractor for and in connection with the
permanent and temporary works, the provision and operation of all Construction Equipment,
and all other work and services to be carried out by Contractor under the Contract.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 6 of 42

C311333 AMAL HRSG-1 PROJECT

ARTICLE - 2.

INTERPRETATION OF THE CONTRACT

2.1.

Omissions, errors and ambiguities

2.1.1.

Contractor shall ensure that the Work is executed and completed in accordance with the
Contract. Any omissions, errors or other such deficiencies in the Contract shall not relieve
Contractor from its obligation to perform the Work in accordance with standards which are
generally accepted by the petroleum industry and gas field practice.

2.1.2.

Contractor shall notify Company of any errors, ambiguities or discrepancies, between or

within any of the Contract sections, as and when they are identified. Such deficiencies shall
be clarified by Company in writing, and by Instruction if the clarification changes the form,
specification, quality or quantity of the Work.

2.1.3.

Contractor shall have a duty to mitigate costs arising from a failure to notify Company at the
time an error or ambiguity or discrepancy could reasonably have been identified by an
experienced Contractor. Contractor shall be barred from claiming an adjustment of the
Contract Price and the Completion Date unless, in Company's reasonable opinion, the
deficiency could not have been reasonably foreseen on or before the Effective Date.

2.2.

References, notices and language

2.2.1.

All correspondence, documentation and discussion related to the Contract and the Work
shall be in the English language unless specifically instructed otherwise by Company.

2.2.2.

All instructions, notifications, agreements, authorisations, approval and acknowledgements

shall be in writing.

2.2.3.

Unless a reference to an Article specifies either a heading, title or a particular number then
such reference shall be deemed to be to the same Article of the Contract within which the
reference appears. Reference to a Clause shall be interpreted in the same way.

2.2.4.

No failure on the part of Company to enforce or to require the strict adherence and
performance of any of the provisions of the Contract shall constitute a waiver of such
provisions, or affect any of Company's rights under the Contract.

2.2.5.

No heading, index, title, subtitle, subheading or marginal note of the Contract shall limit,
alter or affect the meaning or operation of the Contract.

2.2.6.

Words imparting the singular include the plural and vice versa where the context requires.

2.2.7.

Contractor shall act as an independent contractor with respect to the Work and neither
Contractor nor any Subcontractor nor any Contractor Personnel shall be deemed to be the
personnel or a representative of Company.

2.2.8.

Any reference to statute, statutory provision or statutory instrument shall include any reenactment or amendment thereof for the time being in force.

2.3.

Effect of illegality

2.3.1.

If any provision of the Contract proves unenforceable because it is contrary to any

mandatory rule of law, the validity of the remaining provisions of the Contract will in no way
be affected. In such case, the parties shall be bound to perform as intended by the affected
provision as closely as possible without infringing any mandatory rule of law.

ARTICLE - 3.

WORK

3.1.

Work and workmanship

3.1.1.

Contractor shall, subject to the provisions of the Contract, and with due care and diligence,
carry out the Work and provide all labour, (including the supervision thereof), Materials,
Construction Equipment, consumables and all other items, whether of a temporary or
permanent nature, required for the Work or reasonably inferred from the Contract.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 7 of 42

C311333 AMAL HRSG-1 PROJECT

3.1.2.

Contractor shall execute the Work in a proper, workmanlike manner with properly equipped
facilities and in accordance with the specifications and standards given in the Contract and in
line with recognised good modern oil and gas industry practice and with the skill to be
expected of a reputable contractor experienced in the types of work to be carried out under
the Contract.

3.1.3.

Contractor represents that it has the experience, skills, knowledge, capability (including
sufficient and competent supervisory and other Contractor Personnel) and all necessary
facilities and resources to efficiently and expeditiously perform the Work in accordance with
the Contract and that it shall provide such expertise, skills, knowledge, capability, facilities
and resources.

3.1.4.

In the event that Contractor provides any Materials or Construction Equipment for which
there is no detailed specification included in the Contract and /or any related Purchase Order
then these Material or Construction Equipment shall be new or as new, of good quality and
workmanship and fit for the intended purpose required under the Contract.

3.1.5.

No review, consent, approval or acknowledgement by Company shall relieve Contractor from

any liability or obligation under the Contract.

3.1.6.

Notwithstanding the expiry or termination of the Contract, Contractor shall not abandon any
Work in progress and shall complete the Work in accordance with the Contract. The terms
and conditions of Contract shall remain in full force and effect during the period required to
complete the Work.

3.2.

Supervision by Contractor

3.2.1.

Contractor shall provide all necessary supervision during the performance of the Work. Such
supervision shall be given by competent persons having adequate knowledge of the
operations to be carried out (including the methods and techniques required, the hazards
likely to be encountered and the methods of preventing accidents) as may be required for
the satisfactory performance of the Work.

3.2.2.

Contractor shall execute the Work in strict accordance with the Contract and shall comply
with and adhere strictly to Company's Instructions and directions on any matter concerning
the Work.

3.3.

Protection of Company's interests

3.3.1.

Contractor shall at all times perform the Work in a manner that will safeguard and protect
Company's interests and take all necessary steps to prevent abuse or uneconomical use of
Materials, facilities, or Construction Equipment made available to Contractor by Company.

3.3.2.

Where Company or other contractors of Company are working on the Site then Contractor
shall liaise with these other contractors to mitigate any effect or potential effect on the
execution and progress of the Work.

3.4.

Information for the Work

3.4.1.

Contractor shall be deemed to have satisfied itself, before entering into the Contract as to
the extent and nature of the work, including but not limited to all information which may be
needed to perform the Work in accordance with the Contract, the character of the Work,
local conditions and facilities, safety requirements, employment and industrial matters and
all other circumstances that may influence or affect the performance of the Contract.

3.4.2.

Contractor shall immediately inform Company in writing if it has insufficient information to

commence or proceed with the Work.

3.4.3.

Contractor shall be deemed to have obtained all available information as to risks,

contingencies and all other circumstances which may influence or affect the performance
under the Contract.

3.4.4.

Contractor shall check and verify any information obtained in writing from Company, and
shall advise Company of any errors discovered therein. Company shall not be liable for any
inaccuracy or insufficiency in the information given to or used by Contractor, except in the
event and to the extent that such information is supplied by Company under the Contract

Section C3, General Conditions Rev 2.5 Nov 2010

Page 8 of 42

C311333 AMAL HRSG-1 PROJECT

and it is clearly impracticable for Contractor to check such information or where the
obligation to check is explicitly waived in the Contract.
3.5.

Knowledge of the Site

3.5.1.

Contractor warrants to have inspected and examined the Site, its surroundings and
information available in connection therewith and to have satisfied himself as to the form
and nature of the Site including the sub-surface conditions, the hydrological and climatic
conditions (which includes heavy rainfall and floods which may occur from time to time and
which could result in the Site and roads becoming temporarily impassable) the extent and
nature of all things necessary for the completion of the Work, the means of access to the
Site and the accommodation Contractor may require.

3.5.2.

Contractor's undertaking to carry out the Work for the Contract Price shall be deemed to be
based on and made in the light of all above data and conditions and all criteria of design
which Company has required Contractor to undertake in carrying out the Work.

3.5.3.

Contractor may rely on the accuracy and sufficiency of sub-soil information bound into the
Contract.

3.5.4.

If during the execution of the Work Contractor shall encounter artificial physical obstructions
which could not, in the opinion of Company, have been reasonably foreseen by an
experienced contractor, Contractor shall forthwith give written notice thereof to Company
and Company shall reimburse the additional expense and establish any potential delays that
Contractor may have incurred as a result of such instructions.

3.6.

Cleanliness of the Site

3.6.1.

Contractor shall ensure that accumulations of waste material and rubbish on the Site arising
out of or in connection with the Work are kept to a minimum and are frequently removed
from the Site or removed at the request of Company.

3.6.2.

Upon Completion of the Work Contractor shall leave the Site in a clean and orderly condition
with nothing left buried or hidden.
Contractor Representative or Contractor Site
Representative shall remain at the Site until all restoration and cleaning work has been
carried out to the satisfaction of Company.

3.7.

Urgent Work

3.7.1.

If, in the opinion of Company, any work, repair or remedial action is urgently required, either
for the security or safety of the Site or for the progress of work or services being performed
by Other Contractors or for any other reason which justifies immediate action, and
Contractor is unable or unwilling to execute such work, repair or remedial action, then
Company may call in Other Contractor and/or utilise such equipment as it requires to carry
out any such work, repair or remedial action which it considers necessary. In such case
Company shall be responsible for the operation of such equipment and be liable for any loss
or damage to such equipment.

3.7.2.

If the work, repair or remedial action so carried out by Company or an Other Contractor was
Contractor's responsibility then all costs and charges properly incurred shall be recoverable
by Company from Contractor. Company shall, as soon as may be reasonably practicable
after the occurrence of any emergency necessitating urgent action as referred to above,
advise Contractor thereof in writing.

3.8.

Setting out of the Work

3.8.1.

Contractor shall be liable for the true and proper setting out of the Work in relation to
original points, lines and levels of reference given by Company in writing, for the correctness
of the position, levels, dimensions and alignment of all parts of the Work and for the
provision of all necessary instruments, appliances and labour in connection therewith.

3.8.2.

If at any time during the execution of the Work any error appears or arises in the position,
levels, dimensions or alignment of any part of the Work Contractor shall inform Company
and Contractor shall rectify such error at its own cost.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 9 of 42

C311333 AMAL HRSG-1 PROJECT

3.8.3.

The checking of any setting out or of any line, level, co-ordinate, or position of a marker by
Company shall not in any way relieve Contractor of its responsibility for the correctness
thereof.

3.8.4.

Contractor shall be responsible for the preservation of bench marks, pegs or other marks
used in setting out the Work and shall not remove any pegs or marks without properly fixing
such other marks as will enable replacement of them in their original positions. It shall also
be the duty of Contractor to replace all such pegs and marks so removed and if Contractor
fails to replace such pegs and marks when required to do so by Company then the cost of
such replacement shall be for Contractor's account.

3.9.

Use of explosives

3.9.1.

Under no circumstances will the use of explosives be permitted unless the use thereof has
been provided for in the Contract or Company's written approval has been obtained prior to
the use of such explosives.

3.9.2.

When the use of explosives is permitted Contractor shall use utmost care not to endanger
life or adjacent property, and shall comply with all laws, rules, and regulations governing the
hauling, storing, handling or use of such explosives, including the securing of all necessary
permits thereof.

3.10.

Support services and facilities provided by Company

3.10.1.

Company shall provide to Contractor only those support services and/or facilities, as
stipulated in the Contract, and the provision of such support services and/or facilities is
made subject to availability. In the event that Company fails to provide, delays or suffers
interruption in providing such support services or facilities Contractor shall have an
obligation to take all reasonable measures to mitigate any effect or potential effect on the
execution and progress of the Work.

3.10.2.

Unless stated otherwise in the Contract all Company provided support services and/or
facilities shall be charged to Contractor at: a) Net cost where facilities and/or services are provided by a third party; or
b) Applicable internal charge, as established by Company.

3.10.3.

Contractor shall be responsible for establishing the level and method of charge to be applied
for any Company provided support services or facility prior to its provision.

3.11.

Design by Contractor

3.11.1.

Contractor shall carry out and be responsible for, the design of the Work, and to the extent
required by the Contract, such design shall be included as part of the Work. Design shall be
completed to the requirements laid down in the Contract. Where such requirements are not
detailed in the Contract then Contractor shall be required to complete the design on a fit for
purpose basis to Industry accepted standards and to the extent required by the Contract.

3.11.2.

Contractor holds itself, its designers and design Subcontractors as having the experience and
capability necessary for the design. Contractor undertakes that the designers shall be
available to attend discussions with Company at all reasonable times during the Contract
Period.

3.11.3.

Documentation
Contractor shall prepare Documents in sufficient detail to satisfy all regulatory approvals, to
provide suppliers and construction personnel with sufficient instruction to execute the Work
and to describe the operation of the completed Work. Company shall have the right to
review and inspect preparation of Documents wherever they are prepared.
Where required by the Contract documents shall, when ready for use, be submitted to
Company for pre-construction review. Unless stated otherwise such review period shall not
exceed twenty-one (21) calendar days from the receipt of Documentation by Company.
If Company instructs that further Documents are necessary to complete the Work,
Contractor, upon receiving Companys instruction, shall immediately prepare such
Documentation in accordance with the terms of the Contract.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 10 of 42

C311333 AMAL HRSG-1 PROJECT

3.11.4.

Consent or approval by Company of Design or Documentation in no way relieves Contractor

from the requirement to satisfy itself as to the suitability and capacity of the design and to
satisfactorily execute and complete the Work in accordance with the Contract.

3.11.5.

Errors omissions & ambiguities

Errors omissions ambiguities inconsistencies, inadequacies found in the construction
Documents shall be rectified by Contractor and all resulting defects in the Work shall be
corrected at Contractors cost.

ARTICLE - 4.

PROGRESS OF THE WORK

4.1.

Scheduling of the Work

4.1.1.

Contractor shall be responsible at all times for scheduling, progress reporting, forecasting
and independently controlling progress of the Work to achieve Completion by the required
Completion Date.

4.1.2.

Contractor shall submit an execution plan for the Work together with all reports, forecasts,
calculations and documents supporting the said plan to Company for review. The execution
plan shall become the Programme when it complies with the requirements of the Contract
and when approved as such by Company.

4.1.3.

Contractor shall use the Programme as the basis for progress reporting, scheduling,
forecasting and controlling the performance of the Work.

4.1.4.

Timely Completion of the Work is essential and Contractor shall advise Company in writing
as soon as practicable when any factor arises which Contractor considers is likely to have an
effect upon the Completion Date and/or the Programme.

4.1.5.

Contractor shall submit to Company, for review, an updated execution plan to include the
effects of any Instruction and actual progress. Unless agreed otherwise by Company then
Contractor's updated execution plan shall provide for Completion by the Completion Date
together with all other Contract obligations. Such revision and rescheduling of activities shall
not be considered a Variation to Contract.

4.1.6.

Subject to approval by Company this revised execution plan shall become the Programme.
At any one time there shall only be one Programme.

4.2.

Delay

4.2.1.

Contractor shall advise Company in writing immediately when any factor arises which is
likely to cause delay in the performance of the Work and shall take all reasonable measures
to mitigate such delay at no additional cost to Company. Where Contractor, under this
Article considers that a delay affects an agreed time schedule for completion of all or part of
the Work, Contractor shall give notice to Company of any such effect within seven (7)
calendar days of the earlier of the delay being envisaged or occurred. Any impact of such
delay on time schedule shall be agreed between the parties, provided that the correct
notices have been given.
For delays considered to be attributable to Company, Contractor shall at first indication of
delay give notice to Company of any such effect within seven (7) calendar days. Contractor
shall make every effort to re-deploy its resources on the Work in such a way as to mitigate
all effects of delay in progress of the Work and deviation from the Programme and to avoid
or to keep to a minimum any increased costs. Company shall compensate Contractor for the
costs of such remedial measures as Company instructs Contractor to take provided that the
correct notices have been given.
Such compensation shall be subject to detailed
substantiation of Contractor's costs and, to the extent possible, be calculated in accordance
with the Rates.

4.2.2.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 11 of 42

C311333 AMAL HRSG-1 PROJECT

4.3.

Rate of Progress

4.3.1.

If for any reason directly or indirectly attributable to Contractor, Company is of the opinion
that progress of the Work is delayed or progress is not being maintained on items which, if
no actions were taken, would affect the ability of Contractor to achieve Substantial
Completion Date and/or Completion Date, Company shall notify Contractor that it has failed
to ensure the execution of the work and Contractor shall within seven (7) calendar days
from the date of the notice take all steps as are necessary, subject to the consent of
Company or, in the event of failure to do so, shall take such reasonable steps as Company
may instruct in writing to expedite progress so as to correct such deficiencies in the
execution of the Work as specified in the notice from Company. Contractor shall not be
entitled to an extension of time and/or additional cost for taking such steps. If any
instruction issued by Company pursuant to this sub-article causes Company to incur
additional costs, such costs shall be recoverable from Contractor by Company and may be
deducted by Company from any monies due or to become due to Contractor.

4.3.2.

Company may issue to Contractor reasonable instructions requiring Contractor to procure an

increase in the rate of progress of the Work in circumstances where Contractor is not in
default so that Substantial Completion and/or Completion dates are achieved prior to the
scheduled Completion Date. Contractor shall be entitled to recover the additional cost
incurred in respect of complying with any such an instruction.

4.4.

Duty to report
Contractor shall, within twenty-four (24) hours, or as otherwise specified in the Health,
Safety and Environmental Specifications (Section C9), of any incident:a) affecting the progress of the Work, or
b) affecting the quality of the Work, or
c) which is a reportable HSE event (as required by Section C9)
send to Company a detailed report of the incident together with copies of any statements or
reports sent by Contractor to any public authority and/or third party excluding those sent to
Contractor's insurance company or its attorneys.

4.5.

Summary reports

4.5.1.

At the request of Company, Contractor shall submit to Company a summary report of safety
performance and incident/accident statistics related to the Contract. These reports shall
include data in respect of both Contractor and its Subcontractors.

4.6.

Inclement weather

4.6.1.

Inclement Weather means exceptionally adverse weather conditions which could not
reasonably have been foreseen by an experienced contractor and which materially affects
the regular progress of the Work.

4.6.2.

In the event of Inclement Weather Contractor shall be liable for all costs and expenses
incurred by Contractor, including but not limited to:
a) protecting the Work;
b) repair and rectification of the Work;
c)

re-establishment of Facilities;

d) delay in completion of the Work; and

e) subsequent resulting effects on the Work.
4.6.3.

Contractor shall not be liable for the extent to which the Work is delayed because of
inclement weather provided always that Contractor has taken all reasonable steps to protect
the Work and mitigate the effects of the Inclement Weather. Under no circumstances shall
the Contract Price be increased for the financial impact on either party of the Inclement
Weather.

4.7.

Extension of the Completion Date

4.7.1.

If Company by reason of a delay in making the Site available to Contractor, or in supplying

Company supplied Materials or Technical Information or in issuing necessary Company

Section C3, General Conditions Rev 2.5 Nov 2010

Page 12 of 42

C311333 AMAL HRSG-1 PROJECT

permits or any other reason which is attributable to Company, causes a delay in the
execution of the Work so as to fairly entitle Contractor, in Company's reasonable judgement,
to an extension of the Completion Date, then, subject to Articles 4.7.2, and 4.7.3, Company
and Contractor shall negotiate an extension of the Completion Date and compensation for
any reasonable additional costs which Contractor shows are directly due to the delay, but
excluding all consequential costs.
4.7.2.

An extension to the Completion Date as a result of delay attributable to Company shall only
be granted if it can be demonstrated by Contractor, to the satisfaction of Company, that the
delay suffered by Contractor is a direct consequence of the delay attributable to Company.
Any extension to the Completion Date shall not include for the effect of any concurrent
delays in Contractors progress resulting from Contractors failure to perform the Contract
obligations diligently.

4.7.3.

Company shall be under no obligation to negotiate for, or concede an extension to the

scheduled Completion Date or compensate Contractor for increased costs, unless Contractor
has provided the correct notices and information in accordance with the requirements of
Articles 6.1.4 and Article - 28.

4.7.4.

Articles 4.7.1, 4.7.2 and 4.7.3 shall, mutatis mutandis, also apply to claims by Company for a
reduction of the Contract Price or an acceleration of the Completion Date on account of any
alteration to the Work.

4.8.

Penalties

4.8.1.

If Contractor fails to achieve Substantial Completion of the Work on or before the due date,
Contractor shall pay Company penalties as set out in the Contract for each day or part of a
day that Substantial Completion is delayed beyond the required date up to the maximum of
sixty (60) calendar days or such other limit as may have been stated in the Contract.

4.8.2.

Unless stated otherwise in the Contract if a Substantial Completion certificate has been
issued for part of the Work on or before the Substantial Completion Date, the penalties
payable shall be reduced in the proportion which the value of such part of the Work bears to
the value of the whole of the Work.

4.8.3.

If Contactor fails to complete any of the items or events listed in Section C5 - Milestones by
the relevant dates included in the Milestones Schedule and/or fails to achieve the
requirements of the Contract in respect of any other item listed in the Milestones Schedule,
Contractor shall be liable for the penalties set out in the Contract.

4.9.

Right to recover costs

4.9.1.

Where Contractor is in default or, through no fault of Company, exceeds the maximum
duration for application of the penalty, referred to in Article 4.8.1, and regardless of whether
or not Company shall have imposed penalties, Company shall be entitled to recover from
Contractor costs incurred by Company as a result of this. In addition, Company shall have
the right to impose any other penalties as set out elsewhere in the Contract.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 13 of 42

C311333 AMAL HRSG-1 PROJECT

ARTICLE - 5.

FORCE MAJEURE

5.1.

Except for monies due, neither Company nor Contractor shall be responsible for any failure
to fulfil any term or condition of the Contract if and to the extent that fulfilment has been
delayed or temporarily prevented by a force majeure occurrence, as hereunder defined,
which has been notified in accordance with this Article and which is beyond the control and
without the fault or negligence of the party affected and which, by the exercise of
reasonable diligence, the said party is unable to provide against.

5.2.

For the purpose of the Contract force majeure shall be limited to the following, and only
insofar as there is a substantive effect upon the performance of the Contract, which results
in a material change in the direct cost to Contractor of performing the Work:
(a) Riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not),
acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped
power;
(b) Ionising radiations or contamination by radioactivity from any nuclear fuel or from any
nuclear waste from the combustion of nuclear fuel or radioactive, toxic, explosive or
other hazardous properties of any explosive nuclear assembly or nuclear component
thereof;
(c) Pressure waves caused by aircraft or other aerial devices travelling at sonic or
supersonic speeds;
(d) Earthquake, flood, fire, named cyclone/hurricane/typhoon, tidal wave, explosion and/or
other natural physical disaster, (but excluding other weather conditions, such as
Inclement Weather, regardless of severity, which do not lead to one of the
aforementioned events);
(e) Strikes at a national or regional level or industrial disputes at a national or regional
level, or strikes or industrial disputes by labour not employed by the affected party its
subcontractors or its suppliers and which affect a substantial or essential portion of the
Work;
(f) Maritime or aviation disasters;
(g) Changes to any general or local Statute, Ordinance, Decree, or other Law, or any
regulation or bye-law of any local or other duly constituted authority or the introduction
of any such Statute, Ordinance, Decree, Law, regulation or bye-law;

Section C3, General Conditions Rev 2.5 Nov 2010

Page 14 of 42

C311333 AMAL HRSG-1 PROJECT

5.3.

In the event of a force majeure occurrence, the party that is or may be delayed in
performing the Contract shall notify the other party without delay giving the full particulars
thereof and shall use all reasonable endeavours to remedy the situation without delay.

5.4.

If either party is delayed in performing the Contract by a force majeure occurrence, the
Programme but not the Contract Price, except as otherwise expressly provided in the
Contract, shall be adjusted in accordance with the Article headed Instructions and
Variations to Contract and Article 5.5.

5.5.

Upon cessation of any force majeure occurrence Contractor shall prepare a revised
execution plan to include for rescheduling of the Work so as to minimise the effects of the
delay and having made due allowance for any instruction to accelerate the Work given in
accordance with the Article headed Instructions and Variations to Contract, Company shall
authorise a Variation to adjust the Programme in order to take into account any remaining
effects of such delay.

5.6.

Following notification of a force majeure occurrence in accordance with Article 5.3, Company
and Contractor shall meet without delay with a view to agreeing a mutually acceptable
course of action to minimise any effects of such occurrence.

5.7.

Obligations of Company and Contractor to pay amounts due to the other party under the
Contract or any Subcontract shall not be excused by events of force majeure.

ARTICLE - 6.

INSTRUCTIONS AND VARIATIONS TO CONTRACT

6.1.

Instructions

6.1.1.

Without prejudice to this Contract, or, where applicable, any bond or guarantee, Company
shall, at its sole discretion, be entitled to Instruct any alteration, cancellation or deletion to
the form, scope, specification, quality or quantity of the Work including without limitation
alterations to HSE requirements.

6.1.2.

Without prejudice to Contractors right to request a Variation to Contract to adjust the

Contract Price or extend the Completion Date in accordance with the provisions of this
Article, Contractor shall immediately proceed to carry out such Instruction and shall provide
all Construction Equipment and Contractor Personnel necessary to do so.

6.1.3.

Subject to Contractor giving notice to Company of additional cost within fifteen (15) calendar
days of the issue of the Instruction, Contractor shall be entitled to reimbursement of
properly substantiated additional payments and direct costs, if any, resulting from the issue
of an Instruction. Such additional payments shall be valued using the Rates stated in the
Contract where applicable. Direct costs shall include those incurred as a result of
Instructions being issued at short notice thereby making costs unavoidable.

6.1.4.

Where Contractor considers that an Instruction affects agreed time schedule for completion
of all or part of the Work, Contractor shall give notice to Company of any such effect within
fifteen (15) calendar days of an Instruction being issued. Any impact of an Instruction on
such time schedule shall be agreed between the parties, provided that the correct notices
have been given.

6.1.5.

Where Contractor has served the correct notice in accordance with Articles 6.1.3 and 6.1.4,
full details of any additional payment, estimates of future possible effects, direct cost and /or
impact on agreed time schedule, must be forwarded in writing to Company within sixty (60)
calendar days of the notice being issued, failing which Contractor shall forfeit any right to
receive payment for such Variation To Contract and any rights concerning adjustment to the
Contract Price and/or the Programme.

6.2.

Confirmation of verbal instructions

6.2.1.

Instructions should be issued in writing. However, if Company considers it necessary to

issue an Instruction verbally Contractor shall immediately comply with such verbal request.
Where Company confirm a verbal request in writing, either before or after carrying out of
the Work, this shall be deemed an Instruction. If Company does not confirm such a verbal
request in writing within seven (7) calendar days then Contractor shall so confirm within a

Section C3, General Conditions Rev 2.5 Nov 2010

Page 15 of 42

C311333 AMAL HRSG-1 PROJECT

period of seven (7) further calendar days and shall obtain Companys written agreement
which shall be deemed an Instruction.
6.3.

Monthly statement of Instructions

6.3.1.

Contractor shall submit to Company once every month an account giving full particulars of
all valuation adjustments or extensions of the Completion Date to which Contractor may
consider it is entitled during the previous month.

6.4.

Variations to Contract

6.4.1.

Once the effect of an Instruction or series of Instructions has been evaluated and agreed
then they shall be summarised and issued in a Variation to Contract giving full details of the
Value and effect on the Contract duration if any.

6.4.2.

Variations to Contract agreed by both parties in accordance with Section C8, the Procedures
for Contractors, shall be the only valid manner of amending the Rates, the Scope of Work
and any other document or provision of the Contract.

6.5.

Valuation of Variations to Contract

6.5.1.

The alterations to the Work shall be valued by Company after consultation with Contractor in
accordance with the following principles:
a) where work is of similar character and executed under similar conditions to work priced
in the Contract, it shall be valued at such rates and prices contained therein as may be
applicable. Where work is not of a similar character or is not executed under similar
conditions then the rates and prices in the Contract shall be used as the basis for
valuation, so far as may be reasonable, failing which a fair valuation shall be made.
Failing agreement between Company and Contractor as to any rate or price to be
applied in the valuation of any alteration, Company shall determine the rate or price in
accordance with the foregoing principles and shall notify Contractor accordingly but
without prejudice to Contractor's rights under the Article headed Applicable Law and
Dispute Resolution;
b) if, in the opinion of Company, the rates and prices are either not applicable or are
inappropriate, in determining the cost of an alteration, or part of an alteration, having
regard to the effect of any alteration on the Contract, then Company reserves the right
to re-negotiate any applicable Contract Price or Rate with Contractor;
c)

if in the opinion of Company alterations to the Work require to be valued on a day-work

basis, which shall only be in circumstances where the method of payment specified in
the Contract does not apply to such alteration, then a written order shall be issued. In
respect of all such Work payable on a day-work basis Company and Contractor shall
comply with the relevant provisions of the Contract; and

d) the value of any Instruction or Variation to Contract shall not include the costs incurred
by Contractor in administering, compiling or otherwise establishing the validity, or
content of the instruction being valued. These costs shall be deemed included within
the Contract Price and Rates.
6.6.

Request for an estimate

6.6.1.

Notwithstanding the requirements of Article 6.5 where Company considers that a proposed
Instruction cannot be valued using the methods available in the Contract then Company may
request Contractor to provide an estimate of the cost of any proposed Instruction. If
requested then within seven (7) calendar days, or other duration as agreed with Company,
of having been requested by Company to provide such an estimate Contractor shall submit
to Company a fully detailed estimate of the cost of the proposed Instruction. Provision of
such an estimate shall no way affects the rights of Company to value an Instruction in
accordance with the terms of the Contract.

ARTICLE - 7.

MATERIALS AND CONSTRUCTION EQUIPMENT

7.1.

Company supplied Materials and Construction Equipment

7.1.1.

Only those Materials and Construction Equipment specifically stated in the Contract as being
supplied by Company shall be provided by Company at the stated location. Contractor shall

Section C3, General Conditions Rev 2.5 Nov 2010

Page 16 of 42

C311333 AMAL HRSG-1 PROJECT

examine this list and where appropriate shall utilise such Materials and Construction
Equipment as are available in the execution of the Work and advise Company accordingly.
7.1.2.

In respect of Company supplied Materials and Construction Equipment Contractor shall at his
own expense:
a)

receive, load, transport to the Site and unload as necessary;

b)

on taking delivery from Company, inspect all Materials and/or Construction Equipment
to ensure its conformity with Contract requirements and specifications. Contractor shall
immediately notify Company in writing of any default. If no written notification of
default is issued to Company before Contractor endorses the receipt of the Materials
and/or Construction Equipment, then the Materials and/or Construction Equipment shall
be deemed complete and undamaged and Contractor shall be liable for any damage or
shortage identified at a later date;

c)

maintain and store in a proper manner, keep a true and accurate inventory and submit
an updated copy to Company monthly or at Company's request; and

d)

account to Company for the use of the Materials and/or Construction Equipment in the
Work and for any discrepancies between the monthly inventory report and the Materials
and/or Construction Equipment supplied and used.

e)

maintain, operate and use Materials and/or Construction Equipment strictly in

accordance with manufacturers recommended instructions, industry practice and
regulations. Provide all consumables and spare parts, including oil and fuel, for such
maintenance and operation or use.

7.2.

Risk and ownership of Company supplied Materials

7.2.1.

Company supplied Materials and/or Construction Equipment listed in the Contract shall at all
times remain the property of Company, irrespective of where such Materials and/or
Construction Equipment are physically located or stored. However, risk of such Company
supplied Materials and/or Construction Equipment will pass to Contractor from the moment
Contractor has taken delivery of such Material and/or Construction Equipment.

7.2.2.

Prior to issuance by Company of the Completion certificate, Contractor shall, within a period
specified by Company, return all surplus Materials and/or Construction Equipment supplied
by Company in a neat manner properly labelled and documented in accordance with
Company's requirements to Company storage yard of issue.

7.3.

Contractor supplied Materials

7.3.1.

Contractor shall furnish at its expense all Materials required for the Work which are not listed
in the Contract as being supplied by Company. Contractor shall be fully responsible for all
aspects of procurement and supply including but not limited to:

Preparation and despatch of requisitions for tender

Commercial and technical evaluation of tenders

Discussions with Manufacturers

Placing of purchase orders

Expediting and shipping

Inspection

Certification of Manufacturers invoices

Payment

Import into Oman

7.4.

Suitability and verification of Materials

7.4.1.

Material supplied by Contractor shall conform to the requirements and specifications of

Company as provided in the Contract or, if no such requirements or specifications exist, are
subject to approval by Company and, where Company does not exercise such right of
approval, conform to standards generally accepted in the petroleum industry and gas field
practice.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 17 of 42

C311333 AMAL HRSG-1 PROJECT

7.4.2.

Contractor shall arrange for appropriate warranties enforceable by Company in respect of all
Materials supplied by Contractor. In the event that Materials are supplied which are not in
accordance with the specifications included in the Contract and such non-compliance is
approved by Company, Contractor shall arrange for reasonable and practical additional
warranties, the cost of which shall be for Contractors account. The warranties shall only be
enforceable by Contractor during the Contract period and by Company after Final
Completion or after Contract termination.

7.4.3.

If, in the opinion of Company any item of Material is not, or is no longer, in accordance with
the requirements of the specifications then Contractor shall at the option of Company, either
make adequate repairs or arrange for immediate replacement. If, in the opinion of
Company, the execution of the Work is slowed down or delayed due to insufficient or below
standard Material, then Contractor shall provide the necessary additional Material to recover
such delays at no additional cost to Company.

7.4.4.

Original Replacement Parts.

Where relevant Contractor shall ensure that required rectification work is carried out in
accordance with the related Manufactures instructions, supervision and using the original
Manufacturers replacement parts.

7.5.

Import and export of Materials & Construction Equipment

7.5.1.

Contractor shall gather all information relevant to import, export and any other
documentation required and subsequently obtain the import and export and other licenses
required for the importation into and use in the Sultanate of Oman of all Materials &
Construction Equipment to be supplied by Contractor and made available from sources
outside the Sultanate of Oman.

7.5.2.

Contractor shall ensure that applications, including all necessary supporting documents for
such import, export and other licenses, are submitted to the appropriate Omani authorities
in sufficient time before the licenses are required. Unless otherwise stated, all imported
Materials & Construction Equipment to be supplied by Contractor shall be imported in
accordance with the procedures for importation of materials and equipment included in the
Contract. Contractor shall be responsible for their due and timely importation, clearance,
handling, off-loading, storage and transportation to the Site.

7.6.

Ownership and duty of care

7.6.1.

All Materials supplied by Contractor or any Subcontractor shall, on being delivered to the
Site, become the unencumbered property of Company but shall remain in Contractor's care
and custody. Contractor shall be liable for any loss of or damage to all Materials, whilst in
Contractor's care and custody. All Contractor supplied Materials shall be timely but not
prematurely delivered to Site and inspected by Contractor. For the purpose of this Article,
Site shall be deemed to include on board ship and other forms of transportation within
Oman.

7.7.

Construction Equipment

7.7.1.

Contractor shall supply at its expense at the Site all Construction Equipment necessary for
the execution of the Work. Such Construction Equipment shall conform to the requirements
and specifications of Company as provided in the Contract or, if no such requirements or
specifications exist, be subject to approval by Company. At all times preference shall be
given to the use of locally available equipment where such equipment is competitive with
respect to price, safety, quality, delivery time and such like criteria.

7.7.2.

Exclusive usage on Site

All Construction Equipment provided by Contractor, when brought onto the Site, shall be,
and shall be deemed to be, intended exclusively for the construction of the Work and
Contractor shall not remove them without the consent of Company.

7.7.3.

Suitability of Equipment

Section C3, General Conditions Rev 2.5 Nov 2010

Page 18 of 42

C311333 AMAL HRSG-1 PROJECT

If, in the opinion of Company any item of Construction Equipment is not, or is no longer,
suitable for the purpose intended, then Contractor shall at no additional cost to Company
and at the option of Company, either make adequate repairs or arrange for immediate
replacement. If, in the opinion of Company, Contractor does not adhere to the Programme
due to the Construction Equipment being inadequate, then Contractor shall provide the
necessary additional Construction Equipment at no additional cost to Company.
7.8.

Use of petroleum products

7.8.1.

When undertaking the Work in Oman Contractor shall use lubricants and other petroleum
products which have been manufactured by or sold under any of the brand name of
Company Group provided that prices and quality are competitive. In the event of any
conflict between this Article and the Article headed National Products and Products of GCC
Origin then the latter shall prevail.

7.9.

National Products and Products of GCC Origin

7.9.1.

Where available, Contractor shall use or cause to be used National Products and, where
these are not sufficient or not available, Products of GCC Origin, provided that both shall
meet the pricing, quality and delivery conditions of the Contract.

7.9.2.

In relation to price Contractor shall use National Products, where available, provided they
are not more than ten percent (10%) higher in price than equivalent foreign products and
shall use Products of GCC Origin, where available, provided they are not more than five
percent (5%) higher in price than equivalent foreign products.

7.9.3.

Contractor shall be responsible for ascertaining whether products are National Products,
Products of GCC Origin or foreign products and shall indemnify and hold harmless Company
in respect of any fine levied for breach of any law or government regulations relating to such
products.

7.9.4.

On the request of Company, Contractor shall provide a list for Company's approval of all
National Products and Products of GCC Origin if any such Materials are to be utilised in the
performance of the Contract.

ARTICLE - 8.

INSPECTION AND TESTING

8.1.

General

8.1.1.

Company shall have the right, but not the obligation, at any time to inspect, test and
examine the Materials to be furnished by Contractor or any Subcontractor, any item of
Equipment as well as the Work or any part thereof. No such inspection, testing and
examination shall relieve Contractor from its obligations under the Contract.

8.1.2.

Company shall only recognise inspections and certifications as required in the Contract that
have been performed by a Company approved inspection company.

8.2.

Companys right to reject

8.2.1.

Company shall have the right to reject any or all Materials, Construction Equipment or any
part of the Work, which does not conform to the Contract. Contractor shall promptly
remove any such rejected Materials, Construction Equipment and Work from the Site and
replace or re-perform same, as the case may be without cost to Company. Failure of
Company to reject any Work, Materials or Construction Equipment shall not prejudice
Company from subsequently disapproving them.

8.2.2.

Subject to Article 8.3.3, any work performed by Contractor in connection with inspection,
testing, examination or rejection as referred to in Article 8.2.1 shall not entitle Contractor to
any revision of the Programme or the Completion Date, or of the Contract Price.

8.3.

Covering up and uncovering

8.3.1.

Contractor shall afford full opportunity for Company to examine any part of the Work which
is about to be covered up or put out of view. Contractor shall give due advice to Company
whenever any such part of the Work is ready or about to be ready for examination and

Section C3, General Conditions Rev 2.5 Nov 2010

Page 19 of 42

C311333 AMAL HRSG-1 PROJECT

Company shall without unreasonable delay attend for the purpose of examining any part of
the Work. Contractor shall supply all Construction Equipment reasonably required to allow
Company to perform its rights under this Article.
8.3.2.

Without prejudice to Article 8.3.1, Contractor shall uncover any part of the Work or make
openings in or through it as Company from time to time directs and shall reinstate and make
it good to the standard required by the Contract.

8.3.3.

If any part has been covered up or put out of view after compliance with the requirements
of Article 8.3.1 but is subsequently uncovered or opened pursuant to Article 8.3.2 of this
Article and is found to be executed in accordance with the Contract, the cost of uncovering,
making openings in or through, reinstating and making it good shall be borne by Company.
In any other case such costs shall be borne by Contractor.

8.4.

Testing

8.4.1.

Contractor shall at its own cost carry out or cause to be carried out all examinations, tests
and measurements which are specified in the Contract or which may reasonably be required
by Company to determine the quality or quantity of any Materials supplied or any part of the
Work performed by Contractor.

8.4.2.

Contractor shall as and when required supply such samples of Materials as may be selected
by Company for testing before the Materials are incorporated in the Work. All samples shall
be supplied by Contractor at its own cost if the Contract provides that it shall so supply
them, otherwise Company shall pay for the samples.

8.4.3.

If any test is ordered by Company which either:

a) the Contract does not provide for or may not reasonably be inferred from the Contract
to be required; or
b) though provided for is ordered by Company to be carried out by an independent person
at any place other than the Site or the place of manufacture or fabrication of the
Materials tested
then the costs of and incidental to the test shall be borne by Contractor if the test shows the
workmanship performed or Materials supplied by Contractor not to be in accordance with the
provisions of the Contract. Otherwise the costs shall be borne by Company.

8.5.

Search for cause of defects

8.5.1.

Contractor shall, if required by Company in writing, search under the directions of Company
for the cause of any defect, imperfection or fault appearing during the progress of the Work
or during the period referred to in the Article headed Warranty for the Work. If such
defect, imperfection or fault shall be one for which Contractor is liable, the cost of all
investigation and searching shall be borne by Contractor and Contractor shall in such case
repair, rectify and make good such defect, imperfection or fault at its own expense.

8.5.2.

If such defect, imperfection or fault shall be one for which Company is liable, the cost of
searching shall be borne by Company and any repairs necessary to rectify and make good
such defect, imperfection or fault shall also be borne by Company.

ARTICLE - 9. SUBSTANTIAL COMPLETION AND COMPLETION

9.1.

Substantial Completion

9.1.1.

When Contractor considers that the Work has been substantially completed, Contractor shall
notify Company accordingly in writing.

9.1.2.

Company shall proceed forthwith to determine whether the Work concerned has been
performed and completed in accordance with the Contract and within twenty one (21)
calendar days of receipt of the above notification Company shall either:
a)

notify Contractor that in Company's opinion Substantial Completion has not been
achieved and Company shall indicate the outstanding Work;

b)

notify Contractor that Company has found the Work or part thereof not to have been
performed in accordance with the Contract and that Contractor is required to
immediately remedy such defect in performance so as to enable Company to issue a
Substantial Completion certificate;

Section C3, General Conditions Rev 2.5 Nov 2010

Page 20 of 42

C311333 AMAL HRSG-1 PROJECT

c)

issue to Contractor a Substantial Completion certificate indicating any remedial Work

and any outstanding Work to be completed under the Contract. Contractor shall
immediately carry out any remedial Work. Company shall indicate the time frame
within which Contractor shall complete the outstanding Work.

9.2.

Substantial Completion of part of the Work

9.2.1.

Company may, or if required in the Contract, issue a Substantial Completion certificate with
respect to any part of the Work (including where Company has terminated the whole or part
of the Work under the Article headed Suspension and Termination) before Substantial
Completion of the whole of the Work. A Substantial Completion certificate relating to any
part of the Work shall not be deemed to certify Substantial Completion of any ground or
surface requiring reinstatement unless such certificate expressly so states.

9.3.

Completion

9.3.1.

When Contractor considers that the Work has been completed in accordance with the
Contract, Contractor shall so notify Company in writing.

9.3.2.

Company shall proceed forthwith to determine whether the Work has been performed and
completed in accordance with the Contract. Within thirty (30) calendar days of receipt of
the above notification from Contractor, Company shall either:a) issue to Contractor a Completion certificate, or
b) notify Contractor that Company has found the Work or part thereof not to have been
performed in accordance with the Contract. Company shall detail in writing the specific
nature of the deficiency and the provision of the Contract which contains the obligation
of Contractor, which Contractor has failed to meet. Contractor shall immediately take
all action necessary to remedy the defect, so as to enable Company to issue to
Contractor a Completion certificate, or
c)

notify Contractor that Company has found the Work or part thereof not to have been
performed in accordance with the Contract and that Company requires Contractor not to
remedy the deficiency, in which case Company shall be entitled to the rights and
remedies set out in the Article headed Suspension and Termination. In respect of the
remaining Work, Company shall also either notify Contractor in accordance with
subparagraph (b) of this Article or shall issue a Completion certificate.

ARTICLE - 10. WARRANTY FOR THE WORK

10.1.

Warranty

10.1.1.

Contractor guarantees that the Work, including the Materials procured by Contractor, shall
conform to and perform in accordance with the requirements of the Contract, be fit for their
intended purpose as stipulated in the Contract and be free from defects, other than defects
which are shown to be caused by normal wear and tear or by the improper use, operation or
handling by Company.

10.1.2.

Where Company issues a Substantial Completion certificate for part of the Work Contractor
shall guarantee such part of the Work until such time as Substantial Completion for the
whole of the Work has been achieved.

10.1.3.

In the event that during the Warranty Period (refer Article 1), it appears in Company's
opinion, that the Work or any part thereof does not meet the requirements of the Contract,
or is required to be re-performed, rectified or replaced, Company shall so notify Contractor,
stating the particulars of the defect, which Contractor shall promptly rectify at its own
expense.

10.1.4.

Subject to Companys written instruction for the Work to be re-performed, rectified or

replaced, should Contractor fail to promptly take the action required to remedy the defect,
Company shall be entitled to take such action or to have such action taken and the costs
thereof and/or relating thereto shall be reimbursed by Contractor within forty five (45)
calendar days of receipt of a specified invoice from Company.

10.1.5.

In the event that the rectification of the defect involves the re-performance, rectification or
replacement of any part of the Work, including but not limited to any item of Materials

Section C3, General Conditions Rev 2.5 Nov 2010

Page 21 of 42

C311333 AMAL HRSG-1 PROJECT

procured by Contractor, the Warranty Period for that replaced or modified part of the Work
shall be extended by a period equal to the original Warranty Period, if necessary repetitively.
In any event, and unless otherwise stated in the Contract, such extended Warranty
provisions shall not exceed 24-months beyond the achieved Completion Date.
10.1.6.

When so requested by Company, Contractor shall, during the Warranty Period, also rectify
any defect in Company supplied Materials or provide any additional work or services related
to the Work but not covered by these guarantee provisions, at a price to be determined in
accordance with the Article headed Instructions and Variations to Contract.

10.1.7.

Upon expiry of the Warranty Period, including any extension thereof, Company shall issue a
Final Completion certificate to Contractor.

10.2.

Final Completion

10.2.1.

The issue of a Final Completion certificate shall not absolve Contractor from the obligation to
remedy, or indemnify Company for the cost of remedying, latent defects which transpire
within ten years from the issue of the Final Completion certificate and which are attributable
to Contractor, a Subcontractor or Contractor Personnel. In this Article, the term latent
defect shall mean a defect to civil or structural works which produces no readily observable
effects prior to the issue of the Final Completion certificate and which is attributable to an
unfit for purpose design, or to poor or faulty engineering or workmanship, or to Materials
which do not conform to the Contractual specifications or are unfit-for-purpose.

10.2.2.

If a Subcontractor has undertaken towards Contractor any continuing obligation extending

for a period exceeding that of the Warranty Period, then Contractor shall, at the end of the
Warranty Period, notify Company of such continuing obligation and assign to Company the
benefit of that obligation, for the remaining duration.

ARTICLE - 11. SUSPENSION AND TERMINATION

11.1.

Suspension of the Work

11.1.1.

Company may, by a written order, instruct Contractor to suspend the Work or any part of
the Work for the period and in the manner which Company considers necessary. Contractor
shall cease work on said part of the Work on the effective date of suspension, but shall
continue to perform any unsuspended part of the Work. During the suspension Contractor
shall properly protect and secure the Work so far as is necessary in the opinion of Company.

11.1.2.

Company shall pay all reasonable costs incurred by Contractor in giving effect to the
suspension order, unless the suspension is:
a) necessary because of Force Majeure; or
b) necessary for the proper execution of the Work, or any part thereof; or
c)

necessary because of some negligence, error or other default on the part of Contractor;
or

d) necessary for the health or safety of Company and/or Contractor Personnel, third
parties or for the protection of the Work, Company property or environment; or
e) otherwise provided for in the Contract.
11.1.3.

Where suspension of the Work is not attributable to any negligence, error or default of
Contractor then: a) Where the suspension duration, in Company's reasonable judgement, entitles Contractor
to additional costs and/or an extension of the Completion Date, the parties shall
negotiate such extension.
b) Should the suspension continue for a period of greater than six (6) months, or should
the aggregate of all suspensions exceed six (6) months, Contractor shall be entitled to
terminate the Contract and in such event be entitled to the payments as detailed in
Articles 11.2.8 and 11.2.9.

11.1.4.

Company may, at any time, authorise resumption of the suspended part of the Work by
notifying Contractor of the part of the Work to be resumed and the effective date of

Section C3, General Conditions Rev 2.5 Nov 2010

Page 22 of 42

C311333 AMAL HRSG-1 PROJECT

withdrawal of the suspension. The Work shall be promptly resumed by Contractor after
receipt of such notification.
11.2.

Termination of the Contract

11.2.1.

The Contract shall terminate on the date of the issuance of the certificate of Final
Completion of the Work by operation of law without any notice being required, unless
terminated earlier in accordance with the provisions of this Article or unless otherwise
explicitly provided for in the Contract.

11.2.2.

Company shall have the right at any time and at its absolute discretion to terminate the
Contract by giving Contractor notice of termination. Such notice shall become effective
immediately after delivery to Contractor or on such later date or after completion of such
work in progress as specified by Company in the notice.

11.2.3.

Default by Contractor
In the event of the failure, refusal or inability of Contractor to perform any part of the Work
in accordance with the Contract, Company may give notice of default to Contractor stating
the details of such failure. If Contractor within five (5) calendar days after receipt of such
notice does not commence, or having commenced does not continuously proceed with
action satisfactory to Company to remedy such failure, Company may issue a notice of
termination, without prejudice to any other rights or remedies which Company may have
under the Contract.

11.2.4.

Effect of Termination Notice

In the event of a notice of termination being given by Company, Contractor shall
immediately, or upon such other date as is specified in such notice, terminate its
performance of the Work and shall assign to Company, or its nominee, all rights and titles
relating to the Work which Contractor may directly or indirectly have acquired vis--vis third
parties. In addition Contractor shall make arrangements to demobilise all Contractors
Construction Equipment unless specifically requested by Company that all or part of this
equipment should remain at Site for use by Company or its nominee. The cost for the hire
of this equipment shall be at the rates included within the Contract, or if no such rates are
applicable reasonable rates shall be agreed, for works undertaken on a daywork basis. In
addition Contractor shall take all such further steps as are necessary to enable Company, or
its nominee, to take over Contractor's position in the performance of the Work with the least
possible disruption, all in accordance with Company's instructions.

11.2.5.

Return of Contractors Equipment on Completion

If Company takes over the Work as referred to in Article 11.2.4 due to default as referred to
in Article 11.2.3 then upon completion of the Work by Company, or its nominee, or at such
earlier date as Company considers appropriate, Company shall inform Contractor, if
applicable, that any Construction Equipment, which is owned or was in use by Contractor
and which was taken over by Company pursuant to this Article, is held available for
Contractor at such place as is indicated by Company. Contractor shall thereafter without
delay remove or arrange for the removal of such Construction Equipment from such place.
The costs of removal and demobilisation of such Construction Equipment shall be for
Contractor's account.

11.2.6.

Contractors bankruptcy
In the event of Contractor being adjudged bankrupt, applying for a legal moratorium of
payments (surseance) or any similar form of legal action and in the event of any other
factual or legal measures to the effect that Contractor should lose at any time the facility of
freely controlling, or of freely disposing of any substantial part of its assets or other facilities,
or if, in the opinion of Company, Contractor is likely to be subject to such type of action then
Company may terminate the Contract, without prejudice to any rights or remedies which
Company may have under the Contract.

11.2.7.

Improper business conduct

Section C3, General Conditions Rev 2.5 Nov 2010

Page 23 of 42

C311333 AMAL HRSG-1 PROJECT

Company shall be entitled to terminate the Contract and to recover from Contractor the
amount of any loss or damage resulting from such a termination if Contractor, any
Subcontractor, Contractor Personnel or representative of Contractor or any Subcontractor,
with the intention of obtaining an improper business advantage, either, enters into any
business arrangements, or, pays any commissions or fees, or grants any rebates to, or gives
any gifts or entertainment to, any officers, employees or agents of Company, or, commits
any other act with such an intention.
11.2.8.

Amounts payable on Termination

If Company terminates the Contract then, provided the termination is not in consequence of
Article 11.2.3, (default) Article 11.2.6, (bankruptcy etc) or Article 11.2.7 (improper business
conduct) or Company exercising a specific right to terminate the Contract (other than a
termination without cause pursuant to Article 11.2.2) Contractor shall be paid the following:
a) the value of the Work completed in accordance with the Contract up to the effective
date of termination, plus other amounts due or reimbursable under the Contract, if any,
less any part of the Contract Price previously paid by Company to Contractor, if any,
and less any amounts due or owing by Contractor to Company;
b) the cost to Contractor of demobilising Construction Equipment, if any, and Contractor
Personnel;
c)

all cancellation charges incurred by Contractor at law in terminating any Subcontract

and/or Purchase Order under similar terms to this Article;

d) all costs incurred by Contractor in preserving and protecting the Work in progress, and
Materials or Construction Equipment whether in transit or at the Site, and all other
direct costs of closing out the Work; and
e) a termination fee of 5%, or such other percentage as may have been stipulated in the
Contract, of the difference between the value of Work satisfactorily completed and the
Contract Price, which termination fee shall cover all loss of profit, costs, hardship or
other inconvenience to Contractor not compensated for by payments under sub-Articles
(a), (b), (c) or (d) of this Article.
The total payment made to Contractor under this Article shall in no event exceed the
Contract Price.
11.2.9.

If Company terminates the Contract, other than in accordance with Article 11.2.8 then
Contractor shall be entitled to payment for the value of Work completed in accordance with
the Contract prior to the date of notification of termination by Company. No further
payments shall be due to Contractor under the Contract.
The following shall be for Contractor's account in the event Company terminates the
Contract for the reasons stated in this Article 11.2.9.
a) costs relating to the examination and certification of the actual costs by external
auditors appointed by Company.
b) costs incurred by Contractor in undertaking the actions detailed in Article 11.2.3;
c)

any additional costs or any damage incurred by Company resulting from Contractor's
failure referred to in Article 11.2.3, and

d) except as provided in this Article, any costs, loss or damage sustained by Contractor
from discontinuance of part of the Work or from termination of the Contract.
11.2.10. If it is provided in the Contract that Contractor shall pay a certain sum per day as penalties
for delay in completing the Work, Company shall, in addition to such penalties, have the
right to terminate the Contract under application of Articles 11.2.9 and 11.2.10 of this Article
if Substantial Completion has not been achieved within the maximum number of calendar
days in respect of which penalties shall be payable.
11.2.11. If upon termination of the Contract the part of the Contract Price previously paid to
Contractor exceeds the total amount to which Contractor is entitled, as calculated in
accordance with this Article and after deduction of any amounts due to Company, then
Contractor shall repay the excess to Company within thirty (30) calendar days of receipt of a
specified invoice, failing which Company may call on the performance bond.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 24 of 42

C311333 AMAL HRSG-1 PROJECT

11.3.

Survival of terms and conditions

11.3.1.

Termination of the Contract shall not relieve the parties of any continuing rights, obligations
and liabilities under the Contract, including but not limited to the Articles headed Right to
audit, Warranty for the Work, Liabilities and Indemnification, Ownership patents and
proprietary rights and Confidentiality. These terms shall survive for ten (10) years.

ARTICLE - 12. PAYMENT

12.1.

Sufficiency of Contract Price

12.1.1.

Contractor shall be deemed to have satisfied itself on and taken due account in the Contract
Price of:
a)

all the conditions and circumstances affecting the Contract Price;

b)

carrying out the Work as described in the Contract;

c)

general circumstances at Site; and

d)

general labour requirements and restrictions.

12.1.2.

The Contract Price shall cover the completion of the Work and all other obligations of
Contractor and all costs incurred by Contractor for and in connection with the Work and shall
be fixed for the duration of the Contract , except where explicitly stated otherwise in the
Contract.

12.2.

Payments due

12.2.1.

In consideration of Contractor's performance of the Work, Company shall pay Contractor the
Contract Price in accordance with the Contract.

12.2.2.

Except where it is explicitly provided that Company 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 at Contractor's cost and deemed to be included in the Contract Price.

12.3.

Submission of invoice

12.3.1.

All invoices and other applications for payment shall be submitted in accordance with the
requirements of Section C8, Procedures for Contractors.

12.3.2.

If Company shall dispute any item on any invoice in whole or in part or if the invoice is
prepared or submitted incorrectly in any respect, Company shall pay only the undisputed
portion of a disputed invoice. Company and Contractor shall endeavour to settle any
matters in dispute at the earliest possible time.

12.3.3.

Neither the presentation nor payment of an individual invoice shall be irrevocable or

constitute a settlement of a dispute, or otherwise waive or affect the rights of the parties
hereunder.

12.4.

Form of Payment

12.4.1.

Within thirty (30) calendar days of receipt of the correctly prepared and adequately
supported invoice Company shall pay the amount of such invoice into a nominated bank
account of Contractor, provided Contractor has submitted such invoice in accordance with
the provisions of this Article.

12.4.2.

All payments made by Company to Contractor shall be made by bank transfer to Contractors
nominated bank account. Contractors nominated account shall be in the name of and solely
owned by Contractor.

12.5.

Right to set off

12.5.1.

Notwithstanding anything herein contained, Company shall always have the right to set off
against any payment which maybe due or become due to Contractor under the Contract any
moneys which may be owing or payable by Contractor to Company or recoverable by
Company from Contractor under the Contract.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 25 of 42

C311333 AMAL HRSG-1 PROJECT

12.5.2.

If Company at any time incurs costs which, under the provisions of the Contract, Company is
entitled to recover from Contractor, Company may invoice for such costs which shall be a
debt due from Contractor to Company.

12.5.3.

If a dispute connected with the Contract exists between the parties Company may hold from
any money which becomes payable either the equivalent of Company's estimated value of
the portion of the Work which is under dispute or the amount which is the subject of the
dispute.

ARTICLE - 13. DUTIES AND TAXES

13.1.1.

All rentals, royalties, fees, charges, taxes, levies, import or export or other duties,
authorisations, approvals, permits, consents and licenses of whatever nature required to be
paid in connection with either the Work or the payment of the Contract Price or Contractor
Personnel, shall be borne by Contractor and Contractor shall indemnify and hold harmless
Company accordingly. It shall be Contractor's responsibility to investigate and establish its
liability for all taxes, levies, charges etceteras which may be applicable to or be levied in
connection with this Contract.

13.1.2.

Where Contractor claims to be exempted from any statutory deductions, it shall inform
Company and provide any necessary documentation to support its case, including a
certificate of exemption from the relevant authority. Where Contractor cannot demonstrate
to Company's satisfaction that Contractor is exempt, Company shall not be liable to
Contractor or any other person or body in the event that Company applies the statutory
deduction according to the relevant laws or regulations.

ARTICLE - 14. RIGHT TO AUDIT

14.1.

Companys Right to Audit

14.1.1.

For the purpose of reviewing and verifying the quantities and cost reimbursable items and
for any other reasonable purpose, Company or its authorised representatives, shall have
access at all reasonable times to all personnel, books, records, correspondence, instructions,
plans, drawings, receipts, vouchers and memoranda of both Contractor and any
Subcontractor pertaining to the reimbursable Work.
Company or its authorised
representatives shall have the right to reproduce and retain copies of any of the aforesaid
documents.

14.1.2.

Company or its authorised representatives shall have sufficient access to any Rate
information to satisfy themselves that no Work that is supposed to be included in the Rates
of Contractor is invoiced as directly reimbursable costs and that all the Work that is required
to be provided in the Rates are so provided. If any costs are in dispute and Contractor
refuses to provide access, such costs shall be deemed to be included in the Rates of
Contractor and shall not be allowable as reimbursable costs.

14.1.3.

The above audit rights of Company shall continue for a period of two (2) years after either
the Completion Date or after termination of the Contract, if earlier, and Contractor shall
preserve and shall cause its Subcontractors to preserve all documents for the same period.

14.1.4.

Technical, safety and environmental audits

Company shall have the right to subject all or part of Contractor's or Subcontractors
Facilities, Materials, Construction Equipment, Contractor Personnel and Subcontractor
Personnel employed and operations undertaken in the performance of the Work, to
technical, safety and environmental audits as considered necessary by Company.

14.1.5.

Audit of Subcontractors
Contractor shall cause its Subcontractors to give Company the audit rights set out in Articles
14.1.1 and 14.1.2.

14.1.6.

Disclosure of Secrets
Nothing in this Article 14 shall require disclosure of Contractors trade secrets or proprietary
information without Company signing a secrecy agreement limited to non-disclosure of any
such trade secrets or proprietary information.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 26 of 42

C311333 AMAL HRSG-1 PROJECT

ARTICLE - 15. OMANISATION
15.1.

Omanisation of Contractor Personnel

15.1.1.

Contractor shall comply with, and shall cause its Subcontractor(s) to comply with, all
applicable laws and regulations of the Sultanate of Oman governing the engagement and
employment of personnel and, in particular, those related to Omanisation. Nothing
contained in this Article shall contradict or relieve Contractor from any statutory obligation in
accordance with the relevant laws of the Sultanate of Oman.

15.1.2.

Contractor shall at all times adhere to, and cause its Subcontractors to adhere to, the
Omanisation and community contractor requirements stipulated in the Contract (Section C7,
Local Content).

15.1.3.

In the event Contractor fails to employ Omani nationals in the positions and in such numbers
as required by the applicable laws and regulations and the Omanisation Schedule, Company
shall have the right to suspend the Work or terminate the Contract and to levy the penalties
stipulated in the Omanisation Schedule.

15.1.4.

All costs of Omanisation shall be included in the Contract Rates, including but not limited to:salaries, work/leave schedules, allowances, transportation costs, merit increases,
promotions, final settlements, training, as well as social security contributions etc.

15.1.5.

As at the Commencement Date of the Contract, all Drivers, Watchmen and Unskilled staff
provided by Contractor and Subcontractor(s) under the Contract shall be Omani Nationals.

ARTICLE - 16. HEALTH, SAFETY AND ENVIRONMENT

16.1.

Compliance with HSE Specification

16.1.1.

Contractor shall operate, and shall cause its Subcontractors and Contractor Personnel to
operate, with the utmost care for the health and safety of Contractor Personnel, Company
personnel and third parties, and for the environment.

16.1.2.

Contractor shall comply, and shall cause its Subcontractors and Contractor Personnel to
comply, with the HSE Specification (Section C9), and with the laws and governmental
regulations in respect of health, safety and environment. In case of any inconsistency
between the HSE Specification and the laws and governmental regulations, the most
stringent provision shall prevail.

16.1.3.

Contractor shall ensure that any person admitted to the Site by Contractor, any
Subcontractor or Contractor Personnel, shall likewise comply with the HSE Specification
applicable to activities on Site. Where Contractor is required to attend HSE training courses
Contractor shall ensure that there is minimum disruption to the Work as a result of
Contractor Personnel attending such courses.

16.1.4.

Compliance with the HSE Specification and the laws and governmental regulations shall not
relieve Contractor, its Subcontractors and Contractor Personnel from the obligation to
operate in accordance with sound health, safety and environmental practice on aspects
which are not covered or which are insufficiently covered by the HSE Specification or the
laws and governmental regulations. Company shall have the right to amend the HSE
Specification; where such amendment has a time or cost effect, the Article headed
Instructions and Variations to Contract shall apply.

16.1.5.

Company shall have the right to carry out health, safety and environmental inspections and
audits, whether on the Site or on the premises of Contractor or any Subcontractor, and to
investigate any incidents and accidents, and Contractor shall afford and cause its
Subcontractors and Contractor Personnel to afford Company all co-operation and access
which Company may require to carry out such inspections, audits and investigations.

16.1.6.

Contractor shall for its own account repair any damage to the environment caused by
Contractor, any Subcontractor or Contractor Personnel, subject to the requirements of Article
17.5.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 27 of 42

C311333 AMAL HRSG-1 PROJECT

16.1.7.

Any failure of Contractor, any Subcontractor or Contractor Personnel to comply with this
Article, the HSE Specification or any instruction given thereunder by Company, or with the
laws and governmental regulations in respect of health, safety or the environment, shall be
considered a fundamental breach of Contract.

16.1.8.

Without prejudice to the terms of Article - 17 Contractor shall indemnify and hold Company
harmless from and against any and all liability, damages, claims, fines, penalties or other
sanctions which may be imposed on Company as a result of non-compliance with this Article
by Contractor, any Subcontractor, Contractor Personnel or any person admitted by them to
the Site.

16.1.9.

For the purpose of this Article the term Subcontractor shall include, not only
Subcontractors who perform any part of the Work, but also Subcontractors performing any
other work or services for Contractor, or for any Subcontractor, if such work or services
require frequent journeys to the Site or a regular presence on the Site.

ARTICLE - 17. LIABILITIES AND INDEMNIFICATION

17.1.

Property and Personal Injury

17.1.1.

Contractor shall be responsible for and shall save, indemnify, defend and hold harmless
Company Group from and against all claims, losses, damages, costs (including legal costs),
expenses and liabilities in respect of:
(a) loss of or damage to property of Contractor Group whether owned, hired, leased or
otherwise provided by Contractor Group arising from or relating to the performance of
the Contract; and

17.1.2.

(b)

personal injury including death or disease to any person employed by Contractor

Group arising from or relating to the performance of the Contract; and

(c)

subject to any other express provisions of the Contract, personal injury including
death or disease or loss of or damage to the property of any third party arising out of
the Contract howsoever arising and whether or not caused or contributed to by
negligence or breach of duty (statutory or otherwise) on the part of Company Group
up to an amount specified in Article 19.2(b) of the Article headed Insurance By
Contractor for any one occurrence and unlimited as to the number of occurrences. In
excess of this level, liability shall be determined by reference to applicable laws.

Company shall be responsible for and shall save, indemnify, defend and hold harmless
Contractor Group from and against any claims, losses, damages, costs (including legal
costs), expenses and liabilities in respect of:
(a) loss of or damage to property of Company Group excluding the Work, which is located
at any onshore part of the Site arising from or relating to the performance of the
Contract; and
(b)

personal injury including death or disease to any person employed by Company Group
arising from or relating to the performance of the Contract.

17.2.

Work

17.2.1.

Without limitation to Contractors other obligations under the Contract and at law, Contractor
shall be responsible for the Work from the Effective Date until the Completion Date in
respect of the whole or the relevant part of the Work at which date or dates responsibility
shall pass to Company. Before such Completion Date, in the event of loss or damage to the
Work, Contractor shall, if instructed by Company, reconstruct, repair or replace the same.
Where the necessity for such Work of reconstruction, repair or replacement was solely
caused by Company Group, such Work shall be at the expense of Company.

17.3.

Company Responsibility for Pollution

17.3.1.

Notwithstanding the provisions of Article 17.1.1(c) and except as provided by Article

17.1.1(a), Article 17.1.1(b) and Article 17.4, Company shall be responsible for and shall
save, indemnify, defend and hold harmless Contractor Group from and against any claim of

Section C3, General Conditions Rev 2.5 Nov 2010

Page 28 of 42

C311333 AMAL HRSG-1 PROJECT

whatsoever nature arising from pollution emanating from the reservoir or from the property
of Company Group arising from or related to the performance of the Contract.
17.4.

Contractor Responsibility for Pollution

17.4.1.

Except as provided by Article 17.1.2(a) and Article 17.1.2(b) Contractor shall be responsible
for and shall save, indemnify, defend and hold harmless Company Group from and against
any claim of whatsoever nature arising from pollution occurring on the premises of
Contractor Group or emanating from the property and equipment of Contractor Group
arising from or relating to the performance of the Contract.

17.5.

Consequential Loss

17.5.1.

For the purposes of this Article the expression "Consequential Loss" shall mean indirect
losses and/or loss of production, loss of product, loss of use and loss of revenue, profit or
anticipated profit, arising from or related to the performance of the Contract and whether or
not such losses were foreseeable at the time of entering into the Contract.

17.5.2.

Notwithstanding any provisions to the contrary elsewhere in the Contract and except to the
extent of any agreed penalties and damages (including any predetermined termination fees)
provided for in the Contract, Company shall save, indemnify, defend and hold harmless
Contractor Group from Company Group's own Consequential Loss and Contractor shall save,
indemnify, defend and hold harmless Company Group from Contractor Group's own
Consequential Loss.

17.6.

Extent of the Indemnities

17.6.1.

All exclusions and indemnities given under this Article (save for those under Article
17.1.1(c)) shall apply irrespective of cause and notwithstanding the negligence or breach of
duty (whether statutory or otherwise) of the indemnified party or any other entity or party
and shall apply irrespective of any claim in tort, including negligence, under contract or
otherwise at law.

17.7.

Notification

17.7.1.

If either party becomes aware of any incident likely to give rise to a claim under the above
indemnities, they shall notify the other and both parties shall co-operate fully in investigating
the incident.

17.8.

Mutual Waiver and Indemnity

(a)

(b)

For the purpose of this Article 17.8, the following definitions additional to those set out
under the Article headed Definition:
(i)

Other Contractor shall mean any other contractor engaged by Company to

perform work at the Site and which has entered into contract(s) with Company;
and

(ii)

Other Contractor Group shall mean the Other Contractor, its subcontractors (of
any tier), its and their Affiliates, its and their respective directors, officers and
employees (including agency personnel) but shall not include any member of
Company Group or Contractor Group.

Commencing from the date on which any Other Contractor became bound by an article
effectively containing the same undertaking as this Mutual Waiver and Indemnity, in
any contract which any Other Contractor has entered into with Company, and for the
duration that the Other Contractor remains bound by the provisions of such article,
Contractor shall save, indemnify, defend and hold harmless the Other Contractor Group
from and against all claims, losses, damages, costs (including legal costs), expenses
and liabilities in respect of:
(i)

loss of or damage to property of Contractor Group whether owned, hired, leased

or otherwise provided by Contractor Group arising from or relating to the
performance of the Contract: and

Section C3, General Conditions Rev 2.5 Nov 2010

Page 29 of 42

C311333 AMAL HRSG-1 PROJECT

(ii)

personal injury death or disease to any person employed by Contractor Group

arising from or related to the performance of the Contract; and

(iii)

any consequential loss sustained by Contractor Group. Consequential losses shall

mean indirect losses and/or loss of production, loss of product, loss of use and
loss of revenue, profit or anticipated profit, arising from or relating to the
performance of the Contract and whether or not such losses were foreseeable at
the time of entering into the Contract.

(c)

All exclusions and indemnities given under this Mutual Waiver and Indemnity shall apply
irrespective of cause and notwithstanding the negligence or breach of duty (whether
statutory or otherwise) of the indemnified party or any other entity or party and shall
apply irrespective of any claim in tort, under contract or otherwise at law.

(d)

Contractors insurances shall be endorsed to provide that underwriters waive any rights
of recourse, including in particular subrogation rights against the Other Contractors and
their respective Affiliates to the extent of the obligations assumed herein.

ARTICLE - 18. INSURANCE BY COMPANY

18.1.

Without limitation of Contractors obligations and responsibilities under the Article headed
Liabilities and Indemnification, Company shall co-insure, at its own expense, Contractor
Group, in respect of:
(a) Construction All Risks (CAR) Insurance of the Work against legal liabilities, loss of or
damage to the Work, Materials and Companys property.
(b) Third Party Risks Insurance against legal liabilities to third parties arising from
Contractors or Subcontractors operations under the Contract in connection with the
Work. Companys Third Party Risks Insurance shall at all times operate in excess of any
General Third Party Liability Insurance arranged by Contractor or its Subcontractor to
the limit as stated on the CAR Insurance.
Such insurances shall be endorsed to provide that the underwriters waive any rights of
recourse, including in particular subrogation rights against Contractor, and appropriate
Subcontractor, but only to the extent of the terms and conditions provided in the detailed
wording of the insurance policy.

18.2.

Subject to the Article headed Liabilities and Indemnification, deductibles applying under
the CAR insurance policy arranged by Company shall be for the account of Contractor.

18.3.

Contractor shall notify Company of any occurrence likely to give rise to a claim under the
above insurance as soon as possible and in any event within fifteen (15) calendar days of
such occurrence. In the event of death, serious injury or major property damage Contractor
shall give immediate notice to Company. Such notice shall be marked for the attention of
the Contract Holder.

18.4.

Contractor agrees that Company may require, at any time, amendments or supplements to
be made to any insurance policy referred to in the Contract. Company shall use reasonable
endeavours to advise Contractor within seven (7) calendar days prior to any such
amendment or supplement taking place unless it shall not be practicable for any reason to
do so in which case such advice shall be given as soon as reasonably practicable. Any such
amendment or supplement to any insurance policy may constitute a Variation to Contract for
the purposes of this Article 18.4 to the extent that it has a material effect on Contractors
ability to carry out the Work.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 30 of 42

C311333 AMAL HRSG-1 PROJECT

ARTICLE - 19.

INSURANCE BY CONTRACTOR

19.1.

Contractor shall, at its own expense, obtain and maintain as a minimum the insurances set
out in this Article and ensure that they are in full force and effect throughout the life of the
Contract. All such insurances shall be placed with reputable and substantial insurers (S&P or
equivalent rating of A+ or better), satisfactory to Company and Company shall not
unreasonably object to Contractors insurers, and shall for all insurances (including
insurances provided by Subcontractors) other than Employers Liability Insurance/Workmen's
Compensation to the extent of the liabilities assumed by Contractor under the Contract,
include Company, its Co-Ventures and its and their respective Affiliates, as co-insured. All
insurances required under this Article shall be endorsed to provide that underwriters waive
any rights of recourse, including in particular subrogation rights against Company, its CoVentures and its and their respective Affiliates, Associated Companies, and Other Contractor
Group in relation to the Contract to the extent of the liabilities assumed by Contractor under
the Contract. Such insurances shall also provide that Company shall be given not less than
thirty (30) calendar days notice of cancellation of or material change to cover. The
provisions of this Article shall in no way limit the liability of Contractor under the Contract.

19.2.

The insurances required to be effected under Article 19.1 shall be legally compliant in all
countries in which the Work takes place and shall be as follows:
(a) Employers Liability and/or (where the jurisdiction of where the Work is to be performed
or under which the employees employed requires the same) Workmen's Compensation
insurance covering personal injury to or death of the employees of Contractor engaged
in the performance of the Work to the minimum value required by law; and
(b) General Third Party Liability insurance for any incident or series of incidents covering
the operations of Contractor in the performance of the Contract, in an amount not less
than Five million U.S. dollars (US$ 5,000,000) per occurrence and unlimited as to the
number of occurrences; and
(c) Third Party and Passenger Liability insurance and other motor insurance as required by
applicable jurisdiction; and
(d) Storage/ transit/ Cargo Insurances in respect of Materials procured by Contractor up to
the time they are delivered at Site areas as directed by Contract Holder.

19.3.

Without limitation of Contractors obligations and responsibilities, if Contractor subcontracts

any part of the Work, the responsibility and insurance provisions of each Subcontract shall
be consistent with the Contract and the Subcontractors need not carry any insurance, which
would duplicate any insurance provided by Contractor or Company.

19.4.

Contractor and its Subcontractors shall not commence the shipment of Construction
Equipment and/or Materials or commence the Work at the Site until all applicable insurances
that Contractor and the Subcontractors are required to provide are in force and the
necessary certificates have been received by Company. Prior to commencing the aforesaid
activities, Contractor shall comply with all Company's and insurers' requirements including,
but not limited to, maximum value concentrations, reports and claim handling procedures.

19.5.

Approval by Company of any insurer or terms of insurance proposed by Contractor shall not
relieve Contractor of any obligation or liability under or arising from the Contract or at law.

19.6.

Contractor shall furnish to Company certificates of insurance within fifteen (15) calendar
days from the Effective Date for those insurances required by Articles 19.2(a) and (b) and
when requested or becoming necessary for those insurances required by Articles 19.2(c) and
(d) giving evidence of the type and scope of each insurance and a statement from the
insurers that no insurance will be cancelled or materially changed for the duration of the
Contract without thirty (30) calendar days prior written notice from the insurers to Company.
Such certificates or notice shall be marked for the attention of the Contract Holder.

19.7.

Should Contractor at any time neglect or refuse to provide any insurance required herein, or
should any insurance be cancelled, Company shall have the right to procure such insurance.
In such event, Company shall authorise a Variation to Contract in accordance with the Article

Section C3, General Conditions Rev 2.5 Nov 2010

Page 31 of 42

C311333 AMAL HRSG-1 PROJECT

headed Instructions and Variations to Contract and the Contract Price shall be reduced by
an amount equal to Company's costs in procuring such insurance.
19.8.

In the event that any of the insurances are renewable during the performance of the Work,
Contractor shall supply Company with evidence of renewal of any such insurance at least
fifteen (15) calendar days before the date of expiry.

ARTICLE - 20. REPRESENTATIVES OF THE PARTIES

20.1.

The Contract Holder and Contract Manager shall be the persons named as such in Appendix
1 of Section C1, Form of Agreement.

20.2.

The Contract Holder shall generally represent Company with respect to the Contract.

20.3.

Company shall have the right to appoint and replace the Contract Holder who shall have the
authority to represent Company generally in respect of the Contract and to appoint a
Company Representative(s) and/or Company Site Representative(s); The Contract Holder
shall notify the Contract Manager in writing of such appointment and this written notification
shall detail the delegated authority with which the Company Representative(s) and Company
Site Representative(s) are empowered. The Contract Holder shall be the only member of
the Companys personnel empowered to issue Variations to the Contract.

20.4.

The Contract Manager shall generally represent Contractor with respect to the Contract and
the Contract Manager and Contractor Personnel confirmed as such in writing by the Contract
Manager shall have the authorities that Contractor has under the Contract.

20.5.

Persons representing Company shall at all times have access to the Site.

ARTICLE - 21.

SUBCONTRACTORS & MANUFACTURERS

21.1.

Companys consent or approval

21.1.1.

Approval by Company of a Subcontractor or Manufacturer in no way relieves Contractor from

the requirement to satisfy itself as to the suitability and capacity of that Subcontractor or
Manufacturers to satisfactorily execute and complete the Work in accordance with the
Contract.

21.1.2.

Contractor shall not be entitled to enter into a Subcontract for the performance of the whole
of the Work but shall, with the previous written consent of Company which shall not be
unreasonably withheld, have the right to enter into Subcontracts for the performance of
parts of the Work provided that the total of such parts of the Work do not amount to the
whole or, in Companys opinion, a significant part of the Work and provided that the
proposed Subcontractors are registered with Company for the appropriate work.

21.1.3.

Prior to entering into any Subcontract, Contractor shall submit to Company for approval full
details of the proposed Subcontractor, the part of the Work to be undertaken under the
Subcontract, the form of the Subcontract, any other details that Company shall request or
specify and, insofar as Company is required to separately reimburse Contractor the amounts
paid to the Subcontractor, the cost of the Subcontract.

21.1.4.

With respect to Subcontracts placed by Subcontractors, Contractor shall ensure that such
Subcontracts shall only be placed with Company's prior written consent.

21.2.

Subcontractor considered as Contractor

21.2.1.

Contractor shall ensure that each Subcontractor shall perform its part of the Work in
accordance with the Contract and afford Company the same rights as Contractor has
afforded to Company, regardless whether or not the provisions of the Contract specifically
refer to Subcontractors.

21.2.2.

Subcontracts shall not relieve Contractor from any obligation under the Contract and
Contractor shall be responsible for the acts, defaults and neglects of any Subcontractor, its

Section C3, General Conditions Rev 2.5 Nov 2010

Page 32 of 42

C311333 AMAL HRSG-1 PROJECT

personnel, agents and representatives as fully as if they were the acts, defaults or neglects
of Contractor, its employees, agents, representatives, servants or workmen.
21.2.3.

No Subcontract shall bind or purport to bind Company. Each Subcontract shall provide for
the possibility of its immediate termination in the event of termination of the Contract, and
for suspension in the event of suspension of the Work. Each Subcontract shall provide for
the right of assignment of the Subcontract to Company or its nominee in the event that
Company terminates the Contract.

21.3.

Assignment of procurement contracts to Contractor

21.3.1.

Company may assign any procurement contract to Contractor where such contract was
awarded to a Manufacturer or supplier by Company or on behalf of Company. Contractor
shall assume Company's rights and obligations under the assigned procurement contract,
which shall thenceforth be a Subcontract. Contractor shall hold harmless and indemnify
Company for any claim made in connection with the Subcontract except if and to the extent
such claim is based on events which occurred prior to the assignment and were not
disclosed to and could not reasonably have been discovered by Contractor prior to
assignment.

21.3.2.

Where Contractor is notified of an assignment prior to the Effective Date, Company shall pay
Contractor amounts as they become due under the Subcontract in accordance with the
terms of the Subcontract applicable at time of assignment, unless agreed otherwise.

21.3.3.

Where no advice of an assignment has been given to Contractor prior to the Effective Date
and Company assigns a contract to Contractor then Company shall pay to Contractor
amounts as they become due under the Subcontract in accordance with the terms of the
Subcontract applicable at the time of assignment, unless agreed otherwise. Company shall
further pay a fee of 10% (ten per cent) of such amounts to cover all profit, overhead and
other costs associated with the assignment.

ARTICLE - 22. CONTRACTOR PERSONNEL

22.1.

Suitability of Contractor Personnel

22.1.1.

Contractor shall have complete charge of all Contractor Personnel and shall engage, and
cause any Subcontractor to engage, such number of Contractor Personnel as required to
perform the Work in accordance with the Contract. Contractor represents that every effort
will be made to minimise the turnover of Contractor Personnel.

22.1.2.

Contractor warrants that all Contractor Personnel have the experience and capability to
safely, efficiently and expeditiously perform the Work. Contractor Personnel shall have such
linguistic skills as may be required for the fulfilment of their duties.

22.1.3.

Contractor shall, within seven (7) calendar days of the Effective Date, present to Company a
name list of all Key Personnel to be employed in the performance of the Work. This list shall
show each person's qualifications and previous certification obtained. The supervisory Key
Personnel of Contractor and his Subcontractors shall read, write and speak English fluently.
Company reserves the right to reject for proper reasons a person on the original name list
and also any subsequent change to the name list.

22.2.

Replacement of Contractor Personnel

22.2.1.

Contractor shall ensure that Key Personnel shall not be replaced without the prior written
approval of Company. In order to ensure that continuity of the Work is maintained, where
possible any replacement shall work alongside the person who is to be replaced for a
reasonable hand-over period, at no expense to Company.

22.2.2.

Contractor shall at its own expense ensure that all Contractor Personnel and Subcontractor
personnel have been trained sufficiently to perform the Work to the standards required by
the Contract. This training must, as a minimum, include safety, survival and job related
training required by applicable law, the Contract and good practice prior to the start of the
Work, and/or as specified in the specification. Contractor will provide certificates evidencing
such training if so required by Company. Contractor shall maintain records of all training
received prior to and during the Contract. In the case of safety and survival training for

Section C3, General Conditions Rev 2.5 Nov 2010

Page 33 of 42

C311333 AMAL HRSG-1 PROJECT

Omani personnel, written training material shall be issued and training shall be conducted by
Contractor in Arabic.
22.2.3.

Contractor shall, at its own cost, immediately replace any member of Contractor Personnel
whom Company either refuses to allow access to the Site or to perform any part of the Work
or requires to be removed from the Site, provided that Company does not exercise such
right unreasonably. Any Contractor Personnel so replaced shall not be placed on any other
Company work without prior written approval of Company. Contractor shall be responsible
for replacing such persons as soon as possible but no later than thirty (30) calendar days
after the removal of such persons was requested by Company.

22.2.4.

Neither Contractor nor any Subcontractors shall, without Company's prior written consent,
engage any labour employed by another contractor working for Company.

22.3.

Liability for Contractor Personnel

22.3.1.

Unless otherwise expressly stated in the Contract, Contractor shall have full and exclusive
responsibility for the payment of all salaries, wages, commissions, allowances, pension
premiums, end of service benefits, medical treatment and medical termination benefits,
redundancy payments and other remuneration to Contractor Personnel and for the
deduction of the applicable taxes or other levies therefrom for remittance to the authorities
concerned, and the Contract Price shall be deemed to include all of the foregoing.

22.3.2.

Contractor shall arrange, provide and maintain at its own expense the necessary visas and
work permits for Contractor Personnel.

22.3.3.

Contractor shall maintain good industrial relations and shall provide Company on request
with information on all matters relating to conditions of employment of Contractor Personnel
including but not limited to rates of pay, allowances, amenities and overtime.

22.3.4.

Except as otherwise explicitly provided in the Contract, Contractor shall provide suitable
accommodation, messing and catering for Contractor Personnel in compliance with the HSE
Specification and with such regulations and requirements as may exist or be made by the
Government and/or local authorities, and shall provide all transport for Contractor Personnel
to, from and at the Site.

ARTICLE - 23. LABOUR RELATIONS

23.1.

Compliance with Laws and Company Requirements

23.1.1.

Without prejudice to the provisions of Article 21.1, Contractor shall comply, and shall cause
its Subcontractors to comply, with the laws and governmental regulations and with
Company's specified minimum requirements with respect to working conditions and terms
and conditions of employment as set out in Articles 23.2, 23.3, 23.4 or as may be amended
by Company from time to time. In the case of any inconsistency between Company's
specified minimum requirements and the laws and governmental regulations, the most
stringent provisions shall prevail.

23.1.2.

Company shall have the right to amend its specified minimum requirements with respect to
working conditions and terms and conditions of employment; where such amendment has a
time or cost effect, the Article headed "Instructions and Variations to Contract shall apply.

23.2.

Minimum Salary
All Contractor expatriate employees engaged in providing the Work shall be entitled to a
minimum basic salary of Sixty Omani Rials (60 OMR) per month, for working the minimum
number of hours. This minimum salary shall not include for accommodation, messing, any
other allowances or entitlements including leave flights, medical care and agents fees which
shall be paid as additional amounts.

23.3.

Deductions
Contractor shall not deduct from the salaries of any of its employees any agency fees or
other commissions payable with respect to or in connection with the recruitment or
employment of an employee except where the employee leaves Contractor's employment
within two months of being hired and the right to deduct such fees or commissions was
agreed in writing by such employee prior to the date of employment.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 34 of 42

C311333 AMAL HRSG-1 PROJECT

23.4.

Leave and Flights

23.4.1.

Notwithstanding any provision to the contrary in the Omani Labour Law, Contractor shall
ensure that each employee shall take his annual leave entitlement each year on the basis of
a minimum fifteen (15) calendar days for the first year of continuous services increasing
thereafter to thirty (30) calendar days for each year of continuous service. Contractor shall
also provide each employee, on an annual basis, with a return air ticket to the nearest
international airport to the employee's town of origin in his base country. Contractor shall
not charge to or otherwise seek to recover the cost of such air ticket from any employee.

23.5.

Remedy for breach

23.5.1.

Any failure of Contractor, any Subcontractor or Contractor Personnel to comply with, this
Article - 23 shall be considered a fundamental breach of Contract and, without prejudice to
any other rights that Company may have, Company may terminate the Contract, without
compensation to Contractor, immediately upon notice in writing.

ARTICLE - 24. LAWS, PERMITS AND REGULATIONS

24.1.

Compliance with laws, permits and regulations

24.1.1.

Contractor shall observe and abide by and shall ensure that all Subcontractors and
Contractor Personnel observe and abide by all applicable laws, rules and regulations of the
Sultanate of Oman and of any governmental or regulatory body having jurisdiction over the
Work, and with the conditions of any authorisations, approvals, permits, licenses, consents
and clearances relating to the Work whether held by Contractor or Company.

24.1.2.

Contractor shall be fully responsible for obtaining without delay such authorisations,
approvals, permits, consents, import and other licenses that are necessary for the
performance of the Work and shall be responsible for ascertaining whether any such
necessary documentation is held by Company.

24.1.3.

Contractor shall, in all operations conducted with respect to performance of the Contract,
ensure that no violation of, or infringements upon any rights of Third Parties takes place.

24.1.4.

Contractor shall indemnify and hold Company harmless from and against any and all liability,
damages, claims, fines, penalties or other sanctions which may be imposed on Company as
a result of non-compliance by Contractor, any Subcontractor or any Contractor Personnel
with this Article.

24.2.

Change in legislation

24.2.1.

If, as a result of change(s) of legislation which take effect in Oman after the Effective Date
of the Contract and could not have been foreseen by the party affected at the time of
entering into the Contract, the cost of performing the Contract increases or decreases by an
amount equal to two percent (2%) or more of the Contract Price, then Company and
Contractor shall in good faith negotiate and agree an adjustment of the Contract Price. For
the purpose of this Article, legislation means laws and decrees issued by His Majesty the
Sultan of Oman and ministerial decisions and regulations issued by the competent
authorities pursuant to such laws and decrees, with the exception of laws, decrees,
ministerial decisions and regulations concerning corporation, income or profit tax.

24.3.

Public relations

24.3.1.

Contractor shall maintain, and shall cause its Subcontractors to maintain, good relations with
any Government body concerned. Contractor shall make all reasonable efforts to maintain
goodwill among the local authorities, including the Walis and the local Sheikhs, and with the
Omani people.

ARTICLE - 25. OWNERSHIP, PATENTS AND PROPRIETARY RIGHTS

25.1.

Ownership

25.1.1.

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

Section C3, General Conditions Rev 2.5 Nov 2010

Page 35 of 42

C311333 AMAL HRSG-1 PROJECT

computer aided design models), other documents or materials and all other things created
under or arising out of the Contract shall vest in Company immediately upon the date of
commencement of the Work or creation of the article or document or item as applicable. All
rights of title to copyright and ownership in any reports, drawings specifications,
calculations, computer software (including computer aided design models), and other
documents or materials developed by Contractor outside the Contract shall remain solely
with Contractor.
All rights of title to, copyright in and ownership of any such items which Contractor provides
in relation to the Work and which is merely supplemented, enhanced, modified or adapted in
the course of the Work shall remain with Contractor.
"Software" shall for the purpose of this Article 25, 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 Work provide Company with a satisfactory,
complete and up to date copy of the software and all other information necessary to ensure
that Company can continue to satisfactorily use the software so provided by Contractor.
Company reserves the right to verify and validate any information contained within the
software within one year from Completion of the Work. Contractor shall remedy any defects
or inadequacies discovered during the said one year, which Company shall notify to
Contractor and such defects or inadequacies shall be remedied within fourteen (14) calendar
days of receipt of such notification.
25.1.2.

Company shall retain title to Company provided items and information, including but not
limited to, Technical Information. The Work shall be and remain the property of Company.

25.1.3.

All Materials shall become the property of Company upon delivery to the Worksite or
payment by Company whichever is the earlier.

25.1.4.

Contractor shall ensure that all Materials and Construction Equipment are free from all liens
and/or retention of title claims from any third party.

25.1.5.

Title in any equipment, materials and supplies provided by Contractor which do not comply
with the requirements of the Contract and which are rejected by Company, shall re-vest
immediately in Contractor.

25.1.6.

Title in Materials which do comply with the requirements of the Contract and which has not
been rejected by Company but for which no payment has been made by Company and
which are no longer required for the purposes of the Contract, shall re-vest in Contractor.

25.1.7.

All items of Company property in the possession of Contractor shall be suitably marked or
clearly identified as the property of Company. As far as possible all such items shall be
segregated from other property.

25.2.

Liens, attachments etcetera

25.2.1.

Contractor agrees that it will not claim any Lien or charge or the like on the Work or any
property of Company Group, in the possession of Contractor or, at the Site.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 36 of 42

C311333 AMAL HRSG-1 PROJECT

25.2.2.

If at any time there shall be evidence of any Lien, attachment, charge or claim to which, if
established, the Work, Equipment, Material or Company Groups property might be
subjected to, and which is made against Contractor or made by any Subcontractor against
Company, then Company shall notify Contractor promptly in order that Contractor may
either remove or bond the said Lien, attachment, charge or claim, failing which Company
shall have the right to retain out of any payment to be made under the Contract, an amount
sufficient to indemnify Company Group completely against such Lien, attachment, charge or
claim. Should there prove to be any Lien, attachment, charge or claim upon the property of
Company Group after all payments hereunder have been made, or where payments due to
Contractor are not sufficient to completely discharge such Lien, Contractor agrees to refund
to Company all costs incurred by Company in discharging any such Lien, attachment, charge
or claim imposed on the property of Company Group in consequence of the breach of
Contractor. Contractor shall immediately notify Company of any possible Lien, attachment,
charge or claim, which may affect the Work or any part thereof.

25.2.3.

Without prejudice to the provisions of this Article 25.2, Contractor shall save, indemnify,
defend and hold harmless Company Group from and against all Liens, attachments, charges
or claims by Subcontractors, upon the Work, services, Construction Equipment, Materials or
the property of Company Group in connection with, or arising out of, the Contract. Except as
provided in Article 25.2.2, Company 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 Subcontractors. If such Liens, attachments, charges or claims fall
within the scope of the insurances of Contractor, it shall remain the responsibility of
Contractor to furnish Company 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 Company shall release any money withheld hereunder.

25.3.

Patents and other intellectual property rights

25.3.1.

Neither Company nor Contractor shall have the right of use other than for the purpose of the
Contract, whether directly or indirectly, of any patent, copyright, proprietary right or
confidential know-how, trademark or process provided by the other party and the intellectual
property rights in such shall remain with the party providing such patent, copyright,
proprietary right or confidential know how, trademark or process.

25.3.2.

Where any potential patent or registerable right in any country in the world or any
confidential know-how results from:
(a)

developments by Contractor or its Affiliates or Subcontractors which are based wholly

on data, equipment, processes, substances and the like in the possession of
Contractor or its Affiliates or Subcontractors at the Contract Effective Date or
otherwise produced outside of the Contract; or

(b)

enhancements of or in the existing intellectual property rights of Contractor or its

Affiliates or Subcontractors;

such rights shall vest in Contractor or its Affiliates or Subcontractors as the case may be.
25.3.3.

Where any potential patent or registerable right in any country in the world or any
confidential know-how results from:
e)

developments by Company or its Affiliates or Associated Companies which are based

wholly on data, equipment, processes, substances and the like in the possession of
Company or its Affiliates or Associated Companies at the Effective Date or otherwise
produced outside of the Contract; or

f)

enhancements of or in the existing intellectual property rights of Company or its

Affiliates or Associated Companies;

such rights shall vest in Company or its Affiliates or Associated Companies as the case may
be.
25.3.4.

Except as provided in Articles 25.3.1, 25.3.2 and 25.3.3, Company and Contractor shall each
have an equal, undivided interest in the right, title and interest in and to any invention that
is jointly conceived or generated during the performance of the Contract.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 37 of 42

C311333 AMAL HRSG-1 PROJECT

25.3.5.

In the event that either Company or Contractor believes that a patent application should be
filed on a joint invention in accordance with Article 25.3.4, then both parties agree to
cooperate fully in the preparation of such patent application and to pay its respective share
of all necessary fees to maintain any jointly owned application or patent assigned to it in
force throughout its full term, provided however, that either party may elect to notify the
other party that it intends to discontinue payment of such fees and thereafter promptly
assign such patent to the other party, thereby retaining no interest therein in exchange for
the party and its Affiliates and its Associated Companies being given a royalty-free,
irrevocable, non-exclusive, non-transferable, world-wide licence to use such right and to
sublicense the use, by mutual agreement, to a third party.

25.3.6.

In the event that either Company or Contractor do not wish to share equally in payment of
the costs for preparing, filing and prosecuting such jointly owned application in accordance
with Article 25.3.5, notice shall be provided within thirty (30) calendar days to the other
party and the party proceeding with the patent application at its own cost shall become the
assignee of such patent application and subsequent patent or patents issuing therefrom,
however, such assignee shall give the other party and its Affiliates and its Associated
Companies a royalty-free, irrevocable, non-exclusive, non-transferable, world-wide licence to
use such right and to sublicense the use by mutual agreement, to a Third Party.

25.3.7.

Contractor shall save, indemnify, defend and hold harmless Company Group from all claims,
losses, damages, costs (including legal costs), expenses, and liabilities of every kind and
nature for, or arising out of, any alleged infringement of any patent or proprietary or
protected right, arising out of or in connection with the performance of the obligations of
Contractor under the Contract except where such infringement necessarily arises from the
Technical Information and/or Companys instructions. Contractor shall use its reasonable
endeavours to identify any infringement in the Technical Information and/or Companys
instructions of any patent or proprietary or protected right, and should Contractor become
aware of any such infringement or possible infringement, then Contractor shall inform
Company immediately. Contractor will have no liability for any failure to identify any
infringement in the Technical Information and/or Companys instructions.

25.3.8.

Company shall save, indemnify, defend and hold harmless Contractor Group from all claims,
losses, damages, costs (including legal costs), expenses and liabilities of every kind and
nature for, or arising out of, any alleged infringement of any patent or proprietary or
protected right arising out of or in connection with the performance of the obligations of
Company under the Contract or the use by Contractor of Technical Information or any
infringement arising from Companys instructions.

25.3.9.

Subject to Article 25.3.8, where Equipment, designs, processes, methods, information, work
or products specified and used or proposed to be used by Contractor are held to constitute
infringement and its use enjoined, Contractor shall at its own expense either procure the
right to use the same or replace them with non-infringing Equipment, designs, processes,
methods, information, work or products

25.4.

Items of geological or archaeological interest

25.4.1.

All fossils, coins, articles of value or antiquity and structures and other remains or items of
geological or archaeological interest discovered on the Site shall as between Company and
Contractor be deemed to be the absolute property of Company and Contractor shall take
reasonable precautions to prevent his personnel or any other persons from removing or
damaging any such article or item and shall immediately upon discovery thereof and before
removal acquaint Company of such discovery and carry out at the expense of Company,
Company's orders as to the disposal of the same.

ARTICLE - 26. CONFIDENTIALITY

26.1.

Confidential Information and Confidential Records

26.1.1.

Contractor undertakes that both during the term of the Contract and after its termination
Contractor shall:
(a) preserve and cause all Subcontractors and Contractor Personnel to preserve the secrecy
of any Confidential Information and Confidential Record;

Section C3, General Conditions Rev 2.5 Nov 2010

Page 38 of 42

C311333 AMAL HRSG-1 PROJECT

(b) not disclose to any third party any Confidential Information or Record except with
Company's prior written consent;
(c) not use any Confidential Information or Record other than for the purpose for which it
has been disclosed to Contractor.
26.1.2.

Such undertaking shall continue insofar and for so long as the Confidential Information or
Confidential Record in question has not:
(a) become part of the public knowledge or literature otherwise than through any act or
default on the part of Contractor; or
(b) been disclosed to Contractor under an obligation to maintain secrecy by a third party
(other than one disclosing on behalf of Company) who could lawfully do so and who did
not derive such Confidential Information or Confidential Record from Company.

26.1.3.

Contractor shall ensure that if under the terms of this Article any Confidential Information or
Confidential Record comes to the knowledge or in the possession of any third party such
third party shall also be bound by the stipulations contained in this Article.

26.1.4.

Contractor shall return to Company after expiration or termination of the Contract, all
originals and copies of documents, drawings, data and any other information placed with or
at the disposal of Contractor by or on behalf of Company relating to the performance of the
Contract.

26.1.5.

Contractor shall ensure that the provisions of this Article are incorporated in any
Subcontract.

26.2.

Press releases

26.2.1.

No announcements, press releases, handouts or photographs for publication etc. relating to

this Contract or any part of the Work shall be issued or released without Companys prior
written approval.

ARTICLE - 27. BUSINESS ETHICS AND PRINCIPLES

27.1.1.

Company works under strict general business principles that govern how it conducts its
affairs. These business principles are contained in a Statement of General Business
Principles which can be accessed at http://www.pdo.co.om/pdoweb/tabid/83/Default.aspx

27.1.2.

Company insists on honesty, integrity and fairness in all aspects of its business and expects
the same in its relationships with those with whom it does business. The direct or indirect
offer, payment, soliciting, giving and acceptance of bribes in any form, are unacceptable
practices.

27.1.3.

Company expects Contractor Group to practice such business principles that are consistent
with Companys business principles.

27.1.4.

Without prejudice to any other rights that Company may have, Company may terminate the
Contract immediately upon notice in writing should Contractor violate the provisions of this
Article.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 39 of 42

C311333 AMAL HRSG-1 PROJECT

ARTICLE - 28. CLAIMS
28.1.

Contractors Claims for additional expense

28.1.1.

If Contractor intends to claim any additional payment under these General Conditions or
otherwise, Contractor shall give notice to Company as soon as possible and in any event
within fourteen (14) calendar days from the date of the event or circumstances giving rise to
the claim.

28.1.2.

Contractor shall keep such contemporary records as may be necessary to fully assess and
evaluate the claim.

28.1.3.

Within twenty-eight (28) calendar days of such notice being given, or such other time as
may be agreed with Company, Contractor shall forward to Company an account, giving
detailed particulars of the amount and basis of the claim. Contractor shall send such further
particulars as are requested by Company within the time specified by Company. Where
interim accounts are sent to Company Contractor shall send a final account within twentyeight (28) calendar days of the end of the effects resulting from the event.

28.1.4.

If Contractor fails to comply with this Article Contractor shall not be entitled to any additional
payment.

ARTICLE - 29. ASSIGNMENT

29.1.

Company may assign any or all of its rights or obligations under the Contract, subject to
prior notification thereof in writing to Contractor.

29.2.

Contractor shall not assign its rights or obligations under the Contract, in whole or in part,
without the prior written consent of Company.

ARTICLE - 30. APPLICABLE LAW AND DISPUTE RESOLUTION

30.1.1.

This Contract shall be construed and take effect in accordance with the laws of the Sultanate
of Oman.

30.1.2.

Any dispute between Company and Contractor in connection with, or arising out of, the
Contract or the Work shall be resolved by means of the following procedure:
(a) the dispute shall initially be referred to the Contract Holder and Contract Manager who
shall discuss the matter in dispute and make all reasonable efforts to reach an
agreement. The basis of such dispute shall be submitted in accordance with Articles
30.1.7 and 30.1.8;
(b) if no agreement is reached under Article 30.1.2.(a) the dispute shall be referred to two
nominated persons, one from each party, and such nominated person shall have
seniority over the Contract Holder and Contract Manager. Such nominated persons may
be replaced by notice to the other party;
(c) if no agreement is reached under Article 30.1.2.(b) the dispute shall be referred to the
Managing Directors or equivalent level of executive management of Company and
Contractor.

30.1.3.

In the absence of any agreement being reached on a particular dispute in accordance with
Article 30.1.2 then such dispute shall be finally settled in accordance with the UNCITRAL
Arbitration Rules in force at the Effective Date, by three arbitrators or, if the parties to the
dispute agree otherwise, by a sole arbitrator.

30.1.4.

Each Party shall nominate an arbitrator and these two arbitrators shall designate a third
arbitrator. In the event that either party fails to nominate an arbitrator, as required above,
within two months of that date, then the other party may apply to the Chairman of the
Competent Court of Appeal as per Royal Decree 47/97 as amended who has the authority to
nominate an arbitrator to represent the defaulting party. Where the two arbitrators cannot
agree on a third arbitrator, either party shall ask the Chairman of the Competent Court of
Appeal as per Royal Decree 47/97 as amended to nominate the third arbitrator.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 40 of 42

C311333 AMAL HRSG-1 PROJECT

30.1.5.

The arbitration proceedings shall be conducted in the English language and such
proceedings shall be held in Muscat, Sultanate of Oman. Awards shall be reduced to writing,
and shall be final and binding on the parties from the date they were made without the right
of appeal, unless the award is in conflict with public order or due process or given
fraudulently. The parties undertake to carry out the award without delay. Judgment upon
the award may be entered in any court having jurisdiction.

30.1.6.

Whilst any matter(s) is in dispute, both Contractor and Company shall continue to comply
with all the provisions of the Contract, particularly, Contractor shall proceed with the
execution and completion of the Work or part of the Work, which is not in dispute except to
the extent that such continuance would prejudice the legal position and /or rights of either
party.

30.1.7.

Prior to submitting any dispute in accordance with Article 30.1.2, the party raising a dispute
shall send a letter of dispute which shall contain the following information:
a) a clear summary of the facts on which each matter in dispute is based;
b) the basis on which each matter in dispute is made, identifying the principal contractual
terms and statutory provisions relied on;
c) the nature of the relief claimed; if damages are claimed, a breakdown showing how the
damages have been quantified; if a sum is claimed pursuant to the Contract, how it has
been calculated; if an extension of time is claimed, the period claimed; and
d) any other matter of relevance relating to the dispute.

30.1.8.

A party receiving a letter of dispute in accordance with Article 30.1.7 shall send, within
fourteen (14) calendar days, a letter of response either accepting or rejecting the reasons
set out in the letter of dispute including the partys basis for rejection.

30.1.9.

Nothing in this Contract shall constitute an agreement by Contractor Group to engage in any
act or omission which would be a violation of or result in a penalty under the laws or
regulations of the country to which Contractor Group is subject.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 41 of 42

C311333 AMAL HRSG-1 PROJECT

ARTICLE - 31. NOTICES
31.1.1.

All notices under the Contract shall be in writing.

31.1.2.

Notice to either party shall be given at the address stated in the Form of Agreement and any
change of such address shall be notified to the other party in writing.

31.1.3.

Notices shall be effective:

a) if delivered by hand, at the time of delivery;
b) if sent by fax, at the time of receipt of the fax;
c) if sent by registered mail, postage prepaid, ten (10) calendar days after the date of
mailing of the registered letter.

31.1.4.

If either party intending to serve a notice on the other party forewarns that party by any
means, the forewarning shall in no circumstances be deemed to be a notice nor shall the
giving of such forewarning have any effect on the time of receipt of the notice.

31.1.5.

Unless specifically authorised by the Company Contract Holder, e-mail correspondence shall
only be used for the day to day administration of the Contract.

ARTICLE - 32.

SUSTAINABLE DEVELOPMENT

32.1.1.

Company has a commitment to contribute to Sustainable Development. Company has

accepted and is committed to the Brundtland Commission statement that meeting the
needs of the present without compromising the ability of future generations to meet their
own needs.

32.1.2.

Company expects and requires Contractor to contribute to sustainable development in the

way it executes the Work.

ARTICLE - 33. EXCLUSIONS OR LIMITATIONS OF LIABILITY

33.1.1.

From the Effective Date of the Contract and before the Completion Date, Contractor's total
cumulative liability to Company arising out of or related to the performance of Contract shall
be limited to the estimated Contract Price at the Effective Date of the Contract. The above
limitation shall not apply any liabilities assumed by Contractor under the Articles headed
Inspection and Testing, Duties and Taxes, Suspension and Termination, Ownership, Patents
and Proprietary Rights, Insurance By Contractor, Confidentiality, sub-articles headed
Consequential Loss (Article 17.5) and Mutual Waiver and Indemnity (Article 17.8).

33.1.2.

After the Completion Date, Contractors total cumulative liability to Company arising out of or
related to the performance of Contract shall be limited to Twenty Five Percent (25%) of the
estimated Contract Price at the Effective Date of Commencement of Contract. The above
limitation shall not apply to any liabilities assumed by Contractor under the Articles headed
Duties and Taxes, Ownership, Patents and Proprietary Rights, Insurance By Contractor,
Confidentiality, sub-articles headed Consequential Loss (Article 17.5) and Mutual Waiver
and Indemnity (Article 17.8).

33.1.3.

Costs arising from any cause of action of Company notified to Contractor before the
Completion Date shall be subject to the limitation described in Article 33.1.1 but not to the
limitation described in Article 33.1.2.

33.1.4.

Notwithstanding anything in the Contract to the contrary:

(a)

misconduct or illegal or unlawful acts shall not be subject to any limitation or exclusion
of liability, and

(b)

no liabilities of Contractor or Company covered by insurance are included in

Contractors total cumulative liability for the purpose of determining the limit of
Contractors liability under the Contract.

33.1.5.

Any limitation or exclusion of liability under the Contract shall exclude or limit such liability
not only in contract but also in tort, including negligence, or otherwise at law.

33.1.6.

Any and all limitations of Contractors liability included in the Contract shall represent the
aggregate cumulative limitation of the liability of Contractor to Company Group.

Section C3, General Conditions Rev 2.5 Nov 2010

Page 42 of 42