طلب مساعده
السلام عليكم ورحمه الله وبركاته
لقد شرفت بالتسجيل فى منتداكم الكريم وهذه هى أولى مشاراكاتى .أنا أعمل حديثا بإداره العقود والمناقصات بإحدى شركات البترول (شركه منتجه) ونظرا لحداثه عهدى بهذه الإداره تواجهنى صعوبات كثيره فى ترجمه بنود العقود المبرمه مع المقاولين .لذا أرجو المساعده فى ترجمه بنود العقد التالى إلى اللغه العربيه حتى أضع قدمى على الطريق السليم .
آسف لأن العقد طويل ولا أعرف خاصيه وضع الملف كمرفقات :
CONTENTS
Introduction
EXHIBITS :
EXHIBIT (1) : Scope of Work
EXHIBIT (2) : Compensation
EXHIBIT (3) : Special Terms & Conditions for lost in hole
EXHIBIT (4) : General Terms and Conditions
1. General
2. Knowledge of Site
3. Contractor’s Representative
4. Company’s Representative
5. Inspection
6. Independent Contractor Relationship
7. Assignment and subcontractor’s
8. Transportation
9. Customs Duties
10. Permits, Licenses and Taxes
11. Laws and Regulations to be observed
12. Utilization of Personnel
13. Cooperation with Other Contractors
14. Terms of Payment
15. Safety and Protection of the public
16. Protection of existing facilities
17. Site clean-up and removal of Contractor’s materials
and equipment
18. Non-waiver of default
19. Force Majeure
20. Termination for default of Contractor
21. Termination for convenience of Company
22. Termination if services prevented by Force Majeure
23. Governing law and settlement of disputes
24. Patents
25. Notices
26. Miscellaneous
27. Indemnity Agreement
28. Consequential Damages
29. Pollution Indemnity
30. Change in Laws
31. Warrantee
EXHIBIT (5) : Insurance
EXHIBIT (6) : Company Safety, Health & Environmental Policy
EXHIBIT (7) : PDC-Bits Prices
EXHIBIT (8) : Attachments.
PDC BITS
INTRODUCTION :
This Contract is entered into as of the ...... day of ........ 2006, between BBB PETROLEUM COMPANY (QPC), an Egyptian Company authorized under Laws No. ---- of 1993 and ---- of 1994 of the Arab Republic of Egypt, with its offices located at ----------------- (hereinafter referred to as “COMPANY”), and .............................. a corporation organized and existing under the laws of A.R.E., with its offices located at ........................................ (hereinafter referred to as “CONTRACTOR”).
Whereby CONTRACTOR agrees to provide COMPANY with PDC Bits services on consignment basis (hereinafter referred to as “Services”) as COMPANY may specify in connection with the production of wells in accordance with COMPANY’s Operation program in the North Desert, Arab Republic of Egypt (Hereinafter “A.R.E.” or the “Country of Operations”).
Performance under this Contract shall commence effective as of .............., 2006, for a period of twelve (12) months, and may continue thereafter for another period(s) upon mutual written agreement between the two parties.
This Contract shall consist of this introduction for the parties’ signatures, and the following Exhibits : Exhibit 1 (Scope of Work), Exhibit 2 (compensation), Exhibit 3 (Special terms & conditions for lost in hole), Exhibit 4 (General Terms and Conditions), Exhibit 5 (Insurance), Exhibit 6 (Company – Contractor Safety, Health & Environmental Policy), Exhibit 7 (PDC-Bits Prices) and Exhibit 8 (attachments) attached hereto and made a part hereof. In the event of any conflict between the Exhibits and this Contract, the documents shall take precedence in the order listed above.
In consideration of CONTRACTOR performing the Services set forth in the Scope of Work contained in Exhibit 1 hereof, and of fully performing its obligations under the Contract, COMPANY shall pay to CONTRACTOR Compensation as set forth in Exhibit 2 & 3, all in accordance with the provisions of Exhibit 4 General Terms and Conditions of this Contract, Exhibit 5 – Insurance, Exhibit 6 Company Safety, Health & Environmental Policy, Exhibit 7 – PDC-Bits Prices & Exhibit 8 - Attachments.
In witness whereof, the parties hereto have caused this Contract to be executed by their duly authorized representatives on the day, month and year first written above.
FOR: BBB PET. COMPANY (QPC) FOR: ABCD COMPANY
BY : _________________________ BY : _______________________
Eng./ --------------------- ..............................
General Manager & Managing Director
BY : _________________________
Eng./ ------------------------
Chairman & Managing Director
EXHIBIT "1"
SCOPE OF WORK
The scope of work covered by this contract includes, but is not limited to provide PDC service at company field concessions, North desert concession as follows:-
1- DRILLING PROGRAM: -
1.1 QARUN, WADI EL RAYAN, BENI SUEF AND WD 19 FIELD: -
OPTION #1 (Conventional well design): -
• Drive 30” conductor pipe to +/- 300 ft.
• Drill 17-1/2” hole to top of A/R “A” formation..
• Drill 12-1/4” hole into A/R (A, B, C, D, E, F, G) formations with PDC
• Drill 8-1/2” hole into Upper , Lower Bahariya and Kharita formations with PDC.
OPTION #2 (slim hole design): -
• Drive 30” conductor pipe to +/- 100ft.
• Drill 17-1/2” hole to base of Basalt or top of Appolonia formation.
• Drill 12-1/4” hole into Appolonia and Khoman formations with Tri-cones bit.
• Drill 8-1/2” hole into A/R members (A, B, C, D, E, F, G), Upper Bahariya, Lower Bahariya and Kharita formations with PDC.
2.1 KARAMA FIELD: -
OPTION #1(Conventional well design): -
------
-------
OPTION #2 (slim hole design):-
• ------------
• ----------
Notes: -
1. Above drilling program is subject to change based on geological interpretations.
2. In some Cases the 6” hole might be drilled.
2-
3- APPROXIMATE FORMATION THICKNESS IN FT: -
-----------------------
-------------------------
Attachments:-
1- BBB field stratigraphic column.
EXHIBIT "2"
COMPENSATION
COMPANY agrees to pay, and CONTRACTOR agrees to accept payment for full performance of the Services required from CONTRACTOR, the prices mentioned under the offered price of PDC Bits payable as to 100% in United States Dollars as per the following cases: -
Case # 1 (performance basis) : -
Quoted PDC Bits will run on performance basis for each field in specific formations before considering the bit is successful run for specific field formation, the performance basis will be as follows: -
1-A. Development wells: -
* Bit invoice = Quoted Bit Price X ______________ X ________________
1-B. Exploration Wells: -
* Bit invoice = Quoted Bit Price X _______________
Where:
- Rig cost : $750 per hour.
- Trip time : 1 Hour per 1000 feet Depth.
- Drilling hours : On bottom drilling time.
Note: -
** The above frictions should not exceed 1 (max invoice will be quoted bit price).
Contractor should supply past experience of the offered bit with and outside QPC.
Cost per foot calculation formula:
* $/Ft = Quoted bit price + [(Drilling hours + (Depth out/1000)) X 750] / Footage Drilled.
Case # 2 (consignment quoted prices) : -
The bit was run on case #1 for specific field formation and proved a successful run will be delivered after that for same field on consignment basis as full quoted price.
Case # 3 (latest technology PDC bits): -
If CONTRACTOR is willing to supply his latest technology during the term of contract, the bit will be run per case # 1 to be tested for specific field formation before considering this bit type a successful bit, if proved successful run for that specific field, it will be delivered as per case # 2.
NOTE: -
Prices in any formula mentioned above means, the price list in the attached Exhibit “7” are subject to any discount .
BITS PRICE LIST
BIT TYPE PRIMARY PRICE (U.S.$) BACK-UP PRICE (U.S.$)
A) STANDARD PDC BITS
12 1/4
8 1/2
6
B) LATEST TECHNOLOGY PDC BITS
12 1/4
8 1/2
6
C) IMPREGNATED BITS
12 1/4
8 1/2
6
General Terms and Conditions: -
1. CONTRACTOR shall provide COMPANY, on consignment basis, all sizes
and types of PDC bits.
2. All the Bits supplied by CONTRACTOR shall be newly manufactured in accordance with the API (American Petroleum Institute) specifications free from all defects, fault in material, workmanship and manufacture. CONTRACTOR shall keep sufficient quantities of Bits available at CONTRACTOR’s warehouse for company’s use based on the average annual consumption and in accordance with instructions given by COMPANY.
3. CONTRACTOR shall at its sole expense and responsibility, store its Bits at
CONTRACTOR’s in warehouse acceptable conditions to COMPANY.
4. CONTRACTOR’s Engineer will be available at no cost to COMPANY (if requested) to provide technical assistance including Bits selection, recommended drilling parameters and to supervise premium product Bits runs on the rig.
5. CONTRACTOR shall be responsible for mobilization and de-mobilization of its bits and personal on its own account.
6. CONTRACTOR shall provide bit including two sets of nozzle and bit breaker free of charge.
7. CONTRACTOR shall follow up bit run and submit a final report after each bit run including all necessary technical recommendations and use the electrical logging data (Sonic, Density, …etc.) as necessary to properly select the bit types. COMPANY has the right to inspect and reject any or all of CONTRACTOR’s supplied Bits which do not, in COMPANY’S opinion, comply with this Agreement and CONTRACTOR shall immediately remove from the Site and replace such Bits without delay at CONTRACTOR’S expense.
8. Upon termination of this Agreement CONTRACTOR shall, at its expense, have CONTRACTOR’s Bits removed from the Site and shall return, or bear the expenses, of returning the Bits to the point of origin.
9. CONTRACTOR shall offer ------% early payment discount on all amounts paid within 30 days of the date of invoice submission.
10. CONTRACTOR shall offer an incremental volume discount.
Total invoices amount
US $ Dollars Discount
0 - 150,000 ---------%
150,001 – 300,000 ---------%
300,001 – 700,000 ---------%
700,001 & above ---------%
Contractor’s volume discount offer is based on COMPANY total invoices paid to the CONTRACTOR starting from the date the contract is enterd into.
Volume discount shall be applied according to the last category volume invoices achieved, at the end of the contract year (onle one time per year).
At the beginning of each year , contract volume discount will set back to zero.
EXHIBIT "3"
SPECIAL TERMS AND CONDITIONS
LOST IN HOLE
COMPANY shall assume all liability for the replacement value of CONTRACTOR’s subsurface equipment lost or damaged in the hole by reason in-hole difficulties, unless such in-hole difficulties are occasioned by normal wear and tear or as the result of the negligence of CONTRACTOR, its agents, servants or employees, or its subcontractors, and for CONTRACTOR’s equipment when transported by or on behalf of COMPANY, when under the custody or control of COMPANY, and when lost or damaged due to blow-out.
CONTRACTOR shall provide COMPANY with a report confirming the wear and tear condition of equipment prior to the start of down hole operations. COMPANY has the right to check/accept the report or not. The report should include the manufacturing date of the equipment.
Reimbursement by COMPANY for the replacement lost in the hole, shall be based on original purchase cost depreciated at the rate of 2.5 % per month from the date such new equipment was imported in Egypt subject to a maximum depreciation of 50%. In case of used equipment, the depreciation will be from the date of manufacturing the equipment
At the time CONTRACTOR submits its invoice for such loss of equipment, CONTRACTOR will also submit documentary evidence of purchase price. If such equipment is capable of being repaired, COMPANY will reimburse CONTRACTOR for all costs involved in such repairs, including handling costs, or pay the replacement value of the equipment, whichever is the lesser amount.
COMPANY shall assume the entire responsibility for operations in which COMPANY or its representatives attempt to fish for equipment, but CONTRACTOR will, without assuming any liability and if so requested by COMPANY, render assistance for the recovery of such equipment.
CONTRACTOR will exercise its best efforts to furnish COMPANY with accurate information and CONTRACTOR’s best judgment, recommendations and interpretations on the basis of the information at hand and CONTRACTOR’s expertise. Nevertheless, due to the uncertainty of variable conditions CONTRACTOR cannot and does not warrant the accuracy, correctness or completeness of any interpretation of logs or any recommendation or reservoir descriptions and CONTRACTOR shall not be responsible for any damage arising from, incidental to or connected with the use of such information.
In the event a logging tool containing a radioactive source becomes lost or lodged in a well, at the well site or when under the control and custody of COMPANY, COMPANY shall be solely responsible for any efforts to recover such source and all risks and costs related thereto. COMPANY shall also be subject to all laws, rules and regulations of any governmental body having jurisdiction over radioactive sources concerning retrieval and if necessary, abandonment of lost or lodged radioactive sources.
EXHIBIT "4"
GENERAL TERMS AND CONDITIONS
ARTICLE 1 - GENERAL
1.1 CONTRACTOR shall provide experienced, competent labourers, operators and supervisors for the duration of this Contract and any extension thereof.
1.2 CONTRACTOR shall, at its expense, provide CONTRACTOR’s personnel and ensure its subcontractors personnel are provided with any protective clothing required at the Site or where the Services are otherwise being executed; including without limitation, hard hats, non-slip safety boots, overalls, gloves and ear and eye protectors.
1.3 All CONTRACTOR’s rates and prices include, without limitation, personnel salaries, overtime, quartering & feeding, social insurance, taxes, mobilization and demobilization costs for its personnel, tools and equipment, and CONTRACTOR’s overheads and profits.
1.4 CONTRACTOR shall arrange leave or vacation periods for its personnel so that an adequate number of personnel will be available at all times to accomplish Services by the scheduled completion date.
1.5 Prior to mobilization, CONTRACTOR shall ensure that its personnel are in good physical condition.
1.6 All data, logs, charts, drawings, plans, tracings, documents, calculations, whether hard copy or on computer or disk, which may be produced or developed in connection with this Contract, shall become COMPANY’s property and shall, upon request, be furnished to COMPANY, and in any event, not later than completion of Services or termination of this Contract. COMPANY shall always have the unrestricted use and the right to reproduce in whole or in part any and all of the above mentioned data and information notwithstanding CONTRACTOR’s notations on such drawings.
1.7 CONTRACTOR undertakes and will ensure that all CONTRACTOR personnel keep confidential and shall not use or disclose to any third party any technical information or data in connection with Services or execution of this Contract. Such obligation shall continue in full force and effect after expiration or termination of this Contract. CONTRACTOR warrants that all CONTRACTOR’s personnel shall be under explicit instructions to not disclose any such information or data to third parties. All information provided by CONTRACTOR to COMPANY pursuant to this Contract shall be the property of COMPANY.
1.8 CONTRACTOR shall provide periodic and final reports and drawings to COMPANY as required under the applicable provisions in the Scope of Work.
1.9 Title, excluding risk of loss, in and to all products of Services and all equipment and materials furnished by or paid by COMPANY, remains with COMPANY at all times during the performance of Services.
ARTICLE 2 - KNOWLEDGE OF SITE
CONTRACTOR represents that it has satisfied itself as to the nature, condition and location of the Site, the means of access thereto and therefrom, local conditions and facilities affecting the Site and CONTRACTOR’s performance of Services, including, without limitation, climatic, meteorological, geological and other physical conditions of the ground and subsurface; the character of all tools, equipment and facilities needed preliminary to and during the execution of Services; the handling and storage of materials; availability of labour, water, power and roads; uncertainties of weather; and other physical conditions. COMPANY will cooperate with CONTRACTOR in helping it to obtain all necessary permits requested regarding the Site and all other matters affecting the execution of Services under this Contract. CONTRACTOR shall investigate fully all hazards and institute all appropriate safeguards to provide for the protection of persons and property, and any failure of CONTRACTOR to do so shall not relieve CONTRACTOR from liability therefor or from the responsibility for estimating properly the difficulty or cost of performing Services in the manner provided in this Contract.
ARTICLE 3 - CONTRACTOR’S REPRESENTATIVE
CONTRACTOR agrees to designate and keep during the entire course of Services a competent Representative ("CONTRACTOR’s Representative"), acceptable to COMPANY, at the Site who shall have been furnished with copies of this Contract and all other information in connection with Services. CONTRACTOR agrees to inform COMPANY immediately in writing of the name of CONTRACTOR’s Representative and of any changes thereof. CONTRACTOR’s Representative shall have full authority to represent CONTRACTOR in all matters concerning the performance of Services under his supervision. Such authority shall include the power to agree with COMPANY’s Representative on the cost of any extra Services, and to approve the settlement of all Contract claims. Any communication given in writing to CONTRACTOR’s Representative by COMPANY or COMPANY’s Representative shall be considered as having been given to CONTRACTOR.
ARTICLE 4 - COMPANY’S REPRESENTATIVE
COMPANY will appoint a representative ("COMPANY’s Representative") to act on behalf of COMPANY with the right to inspect, or to designate others to inspect, Services performed by CONTRACTOR under terms of this Contract and to do those things set out in this Contract to be performed by COMPANY’s Representative.
ARTICLE 5 - INSPECTION
5.1 At any time, COMPANY shall have the right to make, and CONTRACTOR hereby agrees to permit, a thorough test and/or inspection of all service done and equipment, tools, supplies or materials furnished under this Contract. Test and/or inspection may be conducted concurrently with Services.
5.2 CONTRACTOR shall furnish COMPANY with every reasonable facility for ascertaining that Services are performed in accordance with this Contract.
5.3 CONTRACTOR shall perform Services in accordance with the provisions hereunder.
5.4 As stated in Article 6 below, CONTRACTOR is an independent CONTRACTOR responsible as such to COMPANY for all materials furnished by CONTRACTOR and for the performance and completion of the services contracted for. The authority of COMPANY’s Representative is limited to making determinations concerning the interpretation and performance of this Contract as provided herein so as to ascertain that Services are performed according to the requirements of this Contract. The failure of COMPANY’s Representative to inspect or reject any Services, or otherwise to exercise any function entrusted to him, shall not release CONTRACTOR from the faithful performance of this Contract nor shall it imply any acceptance by COMPANY or by COMPANY’s Representative of faulty work or materials.
ARTICLE 6 - INDEPENDENT CONTRACTOR RELATIONSHIP
CONTRACTOR is an independent CONTRACTOR and has full power and authority to select the means, methods and manner for performing Services. CONTRACTOR shall have no power or authority to execute contracts on behalf of COMPANY nor to act as COMPANY’s agent nor otherwise bind COMPANY, nor shall CONTRACTOR hold itself forth as having such power. CONTRACTOR is the sole employer of its personnel.
ARTICLE 7 - ASSIGNMENT AND SUBCONTRACTORS
7.1 CONTRACTOR may not subcontract or assign this Contract or Services or any part thereof except with the prior written approval of COMPANY. COMPANY reserves the right to reject any subcontract or assignment. No approval by COMPANY of a subcontract or assignment shall relieve CONTRACTOR from any of its obligations to COMPANY under this Contract and CONTRACTOR shall remain responsible to COMPANY for fulfillment of such obligations as if no subcontract or assignment has been made.
CONTRACTOR shall check each subcontractor’s work and keep such records and furnish such reports and information relative to each subcontractor as COMPANY may request.
7.2 When responsibility is placed upon CONTRACTOR under this Contract, CONTRACTOR shall be fully responsible to COMPANY for any act or omission of any person either directly or indirectly employed by it and for any act or omission of its subcontractors or assignees, and of persons either directly or indirectly employed by them.
7.3 All covenants and agreements herein contained shall be extended to and be binding upon the successors and assigns of CONTRACTOR and COMPANY.
7.4 CONTRACTOR shall not assign any money to become due hereunder without the prior written consent of COMPANY.
ARTICLE 8 - TRANSPORTATION
CONTRACTOR shall be responsible for providing all transport necessary for carrying out and completing Services, including but not limited to, any transport required for transporting to and from the Site all equipment, supplies and tools required for Services and all CONTRACTOR’s employees. Furthermore, any and all labour fees, road fees or taxes, airport fees and other fees applicable to CONTRACTOR’s equipment or materials furnished by CONTRACTOR shall be borne by CONTRACTOR.
ARTICLE 9 - CUSTOMS DUTIES
Materials, equipment, supplies, tools and spare parts to be used or incorporated in Services and which must be imported into the Arab Republic of Egypt by CONTRACTOR will be eligible for exemption from import and re-export duties imposed by the Arab Republic of Egypt.
In order that all such imports shall be and remain so eligible, CONTRACTOR agrees that it will not take any action to import any materials, equipment, supplies, tools or spare parts into the Arab Republic of Egypt without first notifying COMPANY and complying strictly with COMPANY’s instructions and procedures with respect to such imports.
All customs clearing expenses in connection with the foregoing will be for CONTRACTOR’s account.
CONTRACTOR understands that COMPANY’s procedure with respect to imports includes the requirement that all materials, equipment, supplies, tools and spare parts imported be used in the Arab Republic of Egypt only on Services and CONTRACTOR agrees to so limit their use. Upon the completion or termination of this Contract, the remainder of such items will be retained by CONTRACTOR and exported. If CONTRACTOR elects to leave such items in Egypt, CONTRACTOR shall be responsible for securing necessary import permit(s) and for paying any applicable customs duties or taxes thereon as well as any associated expenses.
Within one month after completion of Services under this Contract, CONTRACTOR shall produce evidence to the satisfaction of COMPANY that all customs obligations mentioned above have been fulfilled i.e showing that all such items have either been consumed in Services or exported or that the items have duty free status under another contract or that customs duties have been paid by CONTRACTOR in respect of such items. If CONTRACTOR fails to produce such evidence COMPANY shall be entitled to retain an adequate payment as per EGPC regulations (and to extend any Letter of Guarantee which may be in force ) until such time as the required evidence is produced.
All customs duties and charges incurred by CONTRACTOR and/or CONTRACTOR’s employees or CONTRACTOR’s sub-contractors and/or their employees in connection with Services shall be for the account of CONTRACTOR.
ARTICLE 10 - PERMITS, LICENSES AND TAXES
CONTRACTOR is solely responsible and liable for all taxes including, but not limited to, CONTRACTOR’s general income taxes, corporate taxes, commercial taxes, property taxes, monetary taxes, and individual and general income taxes applicable to CONTRACTOR’s personnel, and the cost of permits, licenses and any other fees, taxes or levies imposed by the Arab Republic of Egypt upon CONTRACTOR and its personnel as a result of the performance of this Contract. All taxes are to be directed and paid by CONTRACTOR in due time to the concerned taxation authorities in conformity with the laws of the Arab Republic of Egypt. CONTRACTOR shall withhold from the salaries and wages of its employees and pay to the proper Egyptian authorities any taxes, social insurance or other withholdings required by law to be withheld.
COMPANY shall have the right to withhold sums required by law and pay such amount to the taxation authorities in the name of CONTRACTOR, unless CONTRACTOR has submitted satisfactory evidence indicating that CONTRACTOR is exempted from paying such sums.
CONTRACTOR shall provide a copy of its taxation card yearly, to COMPANY, indicating that the last tax declaration has been submitted to the taxation authorities, or provide evidence from the concerned authorities indicating that CONTRACTOR is exempted from taxes. If CONTRACTOR fails to provide such documentation, COMPANY may withhold any payments due to CONTRACTOR until such documentation is provided.
COMPANY is exempted from sales Taxes according to Law No. “11” of 1991 Article “4” since COMPANY is one of the Petroleum Operating Company issued under Laws No. 113 of the year 1993 and amended by Law No. 35 of the year 1994.
ARTICLE 11 - LAWS AND REGULATIONS TO BE OBSERVED
All applicable safety, labour and tax laws, regulations, rules and decrees and all other applicable laws, regulations, rules and decrees of the Arab Republic of Egypt or any political subdivision thereof, will apply to the performance of this Contract in Egypt, for example, without limitation, the laws and regulations concerning minimum wages and the payment of compulsory Social Insurance Organization contributions, as provided in the Social Insurance Law. CONTRACTOR shall indemnify and save harmless COMPANY and its principals shareholders and their respective affiliates, successors, assigns and representatives against any claim or liability from or based on the violation of any such laws, regulations, decrees or the like in connection with or arising out of the performance of Services, whether such violation is claimed to have been by CONTRACTOR or by any of its employees, agents, subcontractors or its subcontractor’s employees or agents.
CONTRACTOR shall abide by all labor regulations concerning the employment of foreign employees in Egypt and shall endeavour to use appropriately qualified and experienced Egyptian employees in the performance of this Contract, whenever available.
CONTRACTOR agrees that Social Insurance contributions applicable to this Contract, as stipulated in the Social Insurance Law, ministerial orders and subsequent instructions and regulations, are CONTRACTOR’s own liability.
No payment will be made to CONTRACTOR unless it submits the Social Insurance Certificate covering the invoiced amount. Payment of the final invoice(s) will be postponed until receiving the final Social Insurance Certificate.
ARTICLE 12 - UTILIZATION OF PERSONNEL
12.1 CONTRACTOR represents and warrants that CONTRACTOR’s personnel shall be qualified and competent to execute Services. Without prejudice to CONTRACTOR’s responsibility for proper execution of Services, COMPANY shall have the right to require removal of any member of CONTRACTOR’s (or subcontractor’s) personnel who, in COMPANY’s opinion, is incompetent in the performance of its duties. All costs or expenses associated with such removal and provision of suitable replacement personnel shall be at CONTRACTOR’s expense.
12.2 CONTRACTOR shall observe all recognized Egyptian festivals, statutory holidays, days of rest and religious and other customs and conform with COMPANY’s rules and regulations on the observance of such occurrences.
ARTICLE 13 - COOPERATION WITH OTHER CONTRACTORS
CONTRACTOR shall, in accordance with the requirements of COMPANY, afford all reasonable cooperation to any other CONTRACTOR engaged by COMPANY and its employees, and representatives, and to the employees of COMPANY or any other duly constituted authority, who may be employed in the execution of Services.
ARTICLE 14 - TERMS OF PAYMENT
14.1 COMPANY shall pay CONTRACTOR monthly, within thirty (30) days to the extent practicable from receipt of CONTRACTOR’s invoice, for Services actually performed as of the last day of each calendar month, excluding any disputed amounts.
COMPANY shall be entitled to retain CONTRACTOR’s first invoice until CONTRACTOR submits its unconditioned letter of guarantee covering the performance bond valid for thirteen (13) months starting from the effective date of this Contract in the amount of US $ 35,000.00.
CONTRACTOR’s Representative and COMPANY’s Representative shall agree on Services actually performed as of the end of each calendar month, and CONTRACTOR’s invoice shall be prepared accordingly. Partial payments made hereunder shall not relieve CONTRACTOR of any obligation herein.
When the amount of Services performed is to be determined, COMPANY shall give notice thereof to CONTRACTOR and CONTRACTOR’s Representative shall forthwith attempt to assist COMPANY’s Representative in making such determination and furnish any particulars relating to it required by COMPANY. Should CONTRACTOR’s Representative fail to attend any meeting for this purpose, then the quantity of Services actually performed as determined by COMPANY shall be considered as correct. All determinations made by COMPANY shall be conclusive and binding upon CONTRACTOR for the purpose of this Article 14.1.
14.2 Invoices, accompanied by copies of the original vouchers or such records, receipts or other evidence as may be requested by COMPANY to support the statements rendered, shall be presented to COMPANY’s Office in Cairo, A.R.E., on or before the tenth (10th) day of each month next succeeding the month during which Services was performed or the expense was incurred.
14.3 Payment by COMPANY to CONTRACTOR under this Contract shall be in Egyptian Pounds and/or United States Dollars, as specified in this Contract. CONTRACTOR’s dues shall be paid by a cheque to CONTRACTOR’s bank account as designated on each invoice or by a wire transfer, upon CONTRACTOR’s request.
COMPANY will deduct from CONTRACTOR’s entitlements any charges for services rendered by COMPANY at CONTRACTOR’s request.
CONTRACTOR should submit its invoices for each currency separately.
14.4 The Egyptian Pounds equivalent to United States Dollars for all purposes under this Contract shall be paid in accordance with the latest exchange rate submitted by EGPC according to the rate announced by National Bank of Egypt during the month the payment was made, or if there is no rate of exchange which applies specifically to the Petroleum Sector, then the official rate of exchange.
14.5 CONTRACTOR shall maintain and cause each of its sub-contractors to maintain a true and correct set of records pertaining to all Services performed hereunder, and the receipt, warehousing, and movement of materials CONTRACTOR is handling for COMPANY’s account, retaining or causing to be retained all such records for a period of two (2) years after COMPANY’s acceptance or cessation of such Services performed hereunder. During the performance of Services and
thereafter for such two (2) year period, COMPANY or its duly authorized representative shall have the right at all reasonable times to inspect CONTRACTOR’s and/or its subcontractors' records, correspondence, instructions, plans, drawings, receipts, vouchers, memoranda, and other documents of every description pertaining to COMPANY materials and Services performed hereunder that are necessary to verify the cost of reimbursable items and time records of equipment and personnel as to which compensation is on a unit rate basis. Payment by COMPANY of any invoices shall not prejudice the right of COMPANY later to question the propriety of any charges thereon, provided that COMPANY, within twenty-four (24) months after acceptance of Services as provided hereunder, shall deliver to CONTRACTOR written notice of objections to any item or items, specifying the reasons for such objections.
14.6 CONTRACTOR shall not , without COMPANY’s prior written approval, pay or accept any commissions, fees, or make or accept any payments or rebates to or from any employee or officer of COMPANY or of any subcontractor or give any employee or officer of COMPANY any gifts or provide entertainment of a significant cost or value, or enter into any business arrangement with employees or officers of COMPANY (other than with authorized representatives of COMPANY). CONTRACTOR shall ensure that its subcontractors uphold the same standard of conduct as provided above.
ARTICLE 15 - SAFETY AND PROTECTION OF THE PUBLIC
15.1 CONTRACTOR agrees that in the performance of Services it shall comply with the standards of safety generally recognized as applicable to reputable companies engaged in performance of service similar to Services called for under this Contract and as per attached Exhibit covering Company-Contractor Safety, Health and Environmental Policy.
15.2 CONTRACTOR shall maintain strict discipline and good order among its employees at all times and shall abide by and conform to all rules and regulations promulgated by COMPANY and applying to the Site as per attached Exhibit covering Company-Contractor Safety, Health and Environmental Policy, including without limitation, those rules prohibiting the use of intoxicants or harmful drugs. Should COMPANY believe that the conduct of any of CONTRACTOR’s personnel is detrimental to COMPANY’s interests, COMPANY shall so notify CONTRACTOR in writing and CONTRACTOR will remove the employee from the Site and replace such employee by a competent substitute as soon as possible at CONTRACTOR’s expense.
ARTICLE 16 - PROTECTION OF EXISTING FACILITIES
During the prosecution of Services, where construction operations or CONTRACTOR’s equipment are adjacent to, in close proximity to or cross existing facilities, due care shall be exercised by CONTRACTOR at all times, and CONTRACTOR shall be liable for any adverse results of its failure to exercise such care.
ARTICLE 17 - SITE CLEAN-UP AND REMOVAL OF CONTRACTOR’S MATERIALS AND EQUIPMENT
CONTRACTOR will promptly remove all materials, equipment, temporary buildings, machinery, trash, debris, parts or appliances which during the progress of or on completion of Services are lost, dumped, left or misplaced by CONTRACTOR ("lost materials") if, in the opinion of COMPANY’s Representative, the lost materials may obstruct or be dangerous or detrimental to future operations. CONTRACTOR shall give immediate notice, with a description and the location of such lost materials, to COMPANY’s Representative. CONTRACTOR may be required by COMPANY’s Representative to mark such lost materials until they are removed. CONTRACTOR shall leave the Site, on completion of Services, in a condition that conforms with the plans and specifications and shall assist COMPANY’s Representative in inspecting the completed Services.
ARTICLE 18 - NON-WAIVER OF DEFAULT
Any failure by COMPANY or COMPANY’s Representative at any time, or from time to time, to enforce or require the strict observance and performance of any of the terms or conditions of this Contract shall not constitute a waiver of COMPANY’s right to enforce or require the strict observance of such terms or conditions. Neither shall any such failure affect or impair such terms or conditions in any way or the right of COMPANY at any time to avail itself of such remedies as it may have for any subsequent breach or breaches of any such terms or conditions or of any other terms or conditions of this Contract, including without limitation, the right to supplement and the right to terminate.
ARTICLE 19 - FORCE MAJEURE
19.1 The term "Force Majeure" as used in this Contract shall mean acts of God, hurricanes, lightning, earthquakes, floods, washouts, epidemics, acts of war, interference or hindrance by governmental authority blockades, and other causes whether or not of a similar nature which are beyond the reasonable control of the party claiming to be affected by "Force Majeure".
19.2 No failure or omission by either party to carry out or to perform any of the terms or conditions of this Contract shall give the other party a claim against such party, or be deemed a breach of this Contract, if and to the extent that such failure or omission arises from Force Majeure. The party prevented from performing for any such cause shall promptly notify the other and shall do all things reasonably possible to remedy such cause and shall resume performance hereunder as soon as such cause is remedied. In the event of Force Majeure, the parties to this Contract shall meet and discuss the most efficient and equitable solution to the problem taking into consideration the terms and conditions of this Contract.
ARTICLE 20 - TERMINATION FOR DEFAULT OF CONTRACTOR
20.1 In the event CONTRACTOR:
a. Has abandoned this Contract; or
b. Has failed to commence, prosecute or complete Services in a diligent and satisfactory manner; or
c. Is not carrying out or performing Services in accordance with this Contract, or is failing for reasons within its control to carry out its obligations under this Contract ; or
d. Has assigned or subcontracted any part of this Contract contrary to the provisions hereof; or
e. Has become bankrupt, or has a receiving order made against it, or has presented a petition in bankruptcy, or made an arrangement with or assignment in favour of its creditors, or agreed to perform this Contract under a committee of inspection of its creditors, or entered into liquidation or has an execution levied on its assets.
COMPANY may , after seven (7) days written notice to CONTRACTOR and without need for a court decision, terminate this Contract with immediate effect without any liability to pay CONTRACTOR any compensation for such termination, other than payment for services performed prior to termination.
Should COMPANY elects not to terminate the Contract after seven (7) days, COMPANY shall notify CONTRACTOR in writing of the default with seven (7) days. Then, if after notification, CONTRACTOR fails reasonably to rectify the failure, COMPANY may call in another contractor to perform the failed services provided that COMPANY makes reasonable endeavors to mitigate such costs. CONTRACTOR’s financial liability under this Article shall however not exceed the costs of its services under this Contract.
20.2 In case COMPANY calls CONTRACTOR to provide any of the agreed scope of work stipulated in this Contract and CONTRACTOR’s equipment or materials is not available at that time to perform the required service, COMPANY may call or employ another contractor(s) to perform the service or may itself complete service and back charge CONTRACTOR with difference in costs and expenses.
20.3 Any delay, suspension or failure of performance by CONTRACTOR to execute its services of all or part under this Contract due to reasons within CONTRACTOR’s control, shall be considered a default hereunder, and shall give rise to a claim for liquidated damages calculated at 1% of the total cost of the service per week or part of the week of delay or non-performance, up to a maximum of 5% of the total cost of this service, without need for any notification, warning or judicial procedure.
Any liquidated damages amount or penalty against CONTRACTOR under this Contract shall be deducted from CONTRACTOR performance Letter of Guarantee, and/or entitlements due to CONTRACTOR in COMPANY, and/or Joint Venture Petroleum Company in Egypt.
20.4 In case of Contract abrogation for any reason, the Performance Letter of Guarantee shall be forfeited, without need for any judicial or administrative procedures, and without prejudice to COMPANY’s rights under this Contract including CONTRACTOR’s failure to perform the services or any part thereof, and including COMPANY’s right to complete the services and charge all costs reasonably incurred therefore the contract rates and prices of CONTRACTOR.
Besides, CONTRACTOR has to fix his prices during the Contract validity period or any extension period(s) after mutual agreement between both parties, however, any breach or violation regarding increase in prices during the contract validity or extension period(s) after being signed and approved by CONTRACTOR shall give COMPANY the right to apply penalty 5% of the total subject service to be deducted from CONTRACTOR’s entitlement dues or Performance Letter of Guarantee.
20.5 Nothing herein contained shall prejudice the right of COMPANY to exercise either in lieu of, or in addition to the rights and remedies specified above any other right or remedy to which COMPANY may be entitled by law, under this Contract or otherwise.
20.6 Survival beyond termination – The indemnities, audit rights, insurance confidentiality and publicity provisions contained herein shall survive the termination of this Contract
ARTICLE 21 - TERMINATION FOR CONVENIENCE OF COMPANY
21.1 COMPANY may terminate this Contract at any time with immediate effect, for reasons satisfactory to COMPANY at its discretion, after seven (7) days written notice to CONTRACTOR, whether or not CONTRACTOR is in default. In such event, COMPANY’s only liability will be to pay to CONTRACTOR the following amounts:
(a) The unpaid balance due to CONTRACTOR for Services actually performed based on actual Services performed;
(b) All expenditures made and costs incurred by CONTRACTOR for supplies and materials for Services prior to the date of termination (provided such items conform to the Contract specifications) and for labour performed on any such materials prior to the date of termination provided that such items have not been paid for under Article 21.1 (a) above; and
(c) The cost of turning Services over to COMPANY as provided in Articles 21.3, 21.4 and 21.5 below, provided that such costs have not been paid under Article 21.1(a) or (b) above.
21.2 From the total sums due to CONTRACTOR under Articles 21.1 (a), (b) and (c) there shall be deducted dues or/and claims of COMPANY against CONTRACTOR, including claims on account of defects in materials furnished by CONTRACTOR and/or workmanship.
21.3 Upon the termination date, CONTRACTOR shall deliver possession of and transfer to COMPANY in accordance with COMPANY’s instructions Services in progress, all materials, supplies and other items for which CONTRACTOR is entitled to receive reimbursement hereunder, and drawings, sketches, specifications and information in connection with Services and shall take such action as may be necessary to secure for COMPANY, at its election, the rights of CONTRACTOR under any or all orders and subcontracts made in connection with Services.
21.4 In connection with the termination of this Contract if and as COMPANY so directs or authorizes, CONTRACTOR shall sell at a price approved by COMPANY, or retain at a price mutually agreeable, any such service in progress, materials, supplies, or other things as referred to in Article 21.3. Said amount shall be paid or credited to COMPANY in such manner as COMPANY may direct so as to reduce the amount payable by COMPANY to CONTRACTOR under this Article.
21.5 If requested by COMPANY, CONTRACTOR shall endeavour to cancel any or all of its outstanding orders or subcontracts upon such terms as may be approved by COMPANY.
21.6 Upon the performance of the obligations set out in this Article, all obligations of COMPANY and CONTRACTOR under this Contract shall terminate, except such obligations which are, by their terms, express or implied, to continue after the completion of Services.
21.7 Nothing in this Article shall affect the right of COMPANY to terminate this Contract as provided elsewhere herein.
ARTICLE 22 - TERMINATION IF SERVICES PREVENTED BY FORCE MAJEURE
Notwithstanding the provisions of Article 19.2 above, should any period of Force Majeure continue in effect for more than seven (7) days causing interference with the completion or continuation of Services as specified hereunder, COMPANY or CONTRACTOR may
after seven (7) days written notice terminate this Contract with immediate effect with respect to any portion of Services then not completed without liability or obligation because of such termination other than the obligation to pay CONTRACTOR the amounts computed as provided in Article 21 above excluding Article 21.1(c).
COMPANY reserves the right, in the event of termination due to Force Majeure, to receive competitive bids for the resumption and completion of Services.
ARTICLE 23 - GOVERNING LAW AND SETTLEMENT OF DISPUTES
23.1 This Contract shall be governed in all respects by the laws of the Arab Republic of Egypt, excluding any choice of law rules might direct the application of the laws of any other jurisdiction.
23.2 All disputes arising in connection with this Contract shall be finally settled by arbitration under the Rules of the Regional Center for International Commercial Arbitration in Cairo by three (3) arbitrators appointed in accordance with the said Rules. The arbitration shall be held in Cairo. The award of the arbitrators shall be final and binding on the parties who agree to the entry of judgment or an order of enforcement in any court having jurisdiction. The arbitration will be conducted in English.
ARTICLE 24 - PATENTS
CONTRACTOR shall pay all royalties and license fees. CONTRACTOR shall defend all suits and claims for infringement of any patent right and shall save COMPANY harmless from loss and expense on account thereof, except that CONTRACTOR shall not be responsible for such loss and expense, royalties, or license fees when a particular design, process, or the product of a particular manufacturer is specified by COMPANY, but if CONTRACTOR has knowledge that the design, process, or product specified is an infringement, CONTRACTOR shall be liable for the resulting loss and expense unless it promptly gives notice thereof to COMPANY.
ARTICLE 25 - NOTICES
Any notice to COMPANY or CONTRACTOR required by this Contract shall be given in writing and delivered by hand or by registered mail, return receipt requested (or the equivalent thereof), or by facsimile confirmed in writing as above, and shall be effective at 12 o'clock noon on the date of its receipt.
Notices shall be addressed as follows:
Notice to COMPANY
BBB PETROLEUM COMPANY (QPC)
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ATTENTION : - CHAIRMAN
- GENERAL MANAGER
Notice to CONTRACTOR
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ARTICLE 26 - MISCELLANEOUS
26.1 The "captions" or "headings" preceding the various parts or Sections of this Contract are inserted and included solely for convenience and shall not be considered or given any effect in connection with the duties, obligations or liabilities of the parties hereto, or in ascertaining the intent of the parties hereto.
26.2 Should there be any conflict, discrepancy or inconsistency between or among the Articles and/or the Exhibits of this Contract, COMPANY shall be notified and the necessary clarification shall be made by COMPANY in writing. Conflicts are to be finalized before start of Services unless specifically authorized by COMPANY.
26.3 This Contract and the Exhibits to it embody the entire agreement between COMPANY and CONTRACTOR. CONTRACTOR confirms that, in entering into this Contract, it does not rely upon any previous representation whether express or implied, oral or written, or any previous inducement or agreement of any kind or nature.
26.4 No amendment of this Contract shall be effective unless issued in writing and signed by an authorized representative of CONTRACTOR and by both Managing Directors of COMPANY.
ARTICLE 27 - INDEMNITY AGREEMENT
CONTRACTOR shall bear all loss expense and damage in connection with and agrees to defend, indemnify and save COMPANY and its principals, its and their affiliates and the offices employees, servants and agents of any of such parties harmless from all claims, demands, loss, expense, damages and / or judgment for personal injury, including death at any time resulting therefore, sustained by any employee of CONTRACTOR or its Subcontractor(s), or for any loss or damage to property of CONTRACTOR or its Subcontractor(s) arising out of or in consequence of the performance of this Contract, whether such injuries to persons or loss or damage to property are due or claimed to be due to any negligence of COMPANY or its principals, their affiliates or the offices, employees, servants or agents of any of such parties or any other person.
COMPANY shall bear all loss, expense and damage in connection with and agrees to defend, indemnify and save CONTRACTOR and its principals its and their affiliates and the offices, employees, servants or agents of any of such parties harmless from all claims, demands, loss, expense and / or judgments for personal injury including death at any time resulting there from, sustained by any employee of COMPANY, or its other contractors, or for any loss or damage to property of COMPANY or its other contractors arising out of or in consequence of the performance of this Contract Which Exceeds the first $ 250,000.00, and CONTRACTOR shall bear all loss, expense and damage for COMPANY property up to a maximum limits of first $ 250,000.00 , whether such injuries or death to persons or loss or damage to property are due or claimed to be due to any negligence of CONTRACTOR or its principals, their affiliates or the offices, employees, servants or agents of any of such parties.
Each party shall bear all loss, expense and damage in connection with and agrees to defend, indemnify and save the other party and its principals its and their affiliates, and the officers, employees, servants or agents of any of such parties harmless from all claims, demands, loss, expense, damages, and / or judgments arising out of third party personal injury including death, or damage to, or loss of, third party’s property resulting from the negligence of the indemnifying party.
Notwithstanding anything herein the contrary COMPANY shall defend, indemnify and hold CONTRACTOR and its Subcontractors harmless from any claim, costs, losses or liabilities arising out of
1. Loss of or damage to the well, formation, or reservoir, or
2. Damage or injury on the surface as a result of a subsurface blowout occurrence, or
3. Regaining control of a well and re-drilling (including the cost thereof), or
4. Any pollution or contamination, unless such damages were caused by CONTRACTOR’s gross negligence, in which case CONTRACTOR shall indemnify and hold COMPANY harmless against such claims up to a maximum aggregate amount of $ 250,000.00.
“Gross negligence” shall mean willful, wanton, or reckless disregard of foreseeable and avoidable consequences.
ARTICLE 28 - CONSEQUENTIAL DAMAGES:
In connection with this Contract and Services performed hereunder, COMPANY and CONTRACTOR each waives any claims against the other, whether in contract, warranty, tort or otherwise for damages resulting from loss of revenue or profit, loss of production, reservoir loss or damage, and downtime of facilities or vessels, regardless of negligence on the part of either COMPANY or CONTRACTOR.
ARTICLE 29 - POLLUTION INDEMNITY
29.1 CONTRACTOR shall assume all responsibility for clean up and removal of and shall indemnify and hold Company and its principals and shareholders, and its and their affiliates and the employees of any such parties harmless from and against any losses, damages, expenses, fines, penalties or any other costs associated with pollution or contamination arising out of the performance of this Contract and caused by the negligence of CONTRACTOR, its employees, agents and/or subcontractor(s). CONTRACTOR's maximum liability therefor will not exceed U.S.$ 250,000 per occurrence.
29.2 CONTRACTOR shall be liable for pollution damage and the cost of clean up or control of any discharges, spills or leaks of fuel, lubricants, paints, solvents, garbage and the like from its equipment and vehicles, whether or not caused by the negligence of CONTRACTOR, its subcontractors or its or their personnel and regardless of cause.
ARTICLE 30 -CHANGE IN LAWS
If there are any changes in Egyptian law or interpretation of existing law subsequent to contract signing, but not due to CONTRACTOR’s delay, which cause material changes to CONTRACTOR’s cost, the parties shall agree upon the appropriate adjustments to the Contract price.
ARTICLE 31 –WARRANTEE
In the event of sales/purchased Supplies or Materials, the following terms shall have the respective meanings assigned below :
- “Products” means the equipment sold by CONTRACTOR to COMPANY,
- ”Equipment/equipment” means the tools used by CONTRACTOR to perform the Services.
- “Supplies” means goods, materials, raw materials, equipment components, and all other items manufactured and/or assembled by CONTRACTOR.
CONTRACTOR shall be responsible for all Products and risk of loss or damage thereto :
i) until they are delivered at the designated delivery point regardless of the point of inspection in case of direct purchase of Products.
b) until they are run in hole under the rotary table in case of purchase of products on consignment basis.
CONTRACTOR warrants :
i) that all Equipment & Products furnished shall be as specified in the Contract;
b) that all Equipment & Products shall be free from defects, workmanship, and materials;
c) that unless otherwise expressly specified in the Contract all Supplies and products and the components thereof shall be new and have not been previously used;
d) that all Products provided by CONTRACTOR are in conformity with specifications and pursuant to the Contract; and
e) that the Supplies & Products and the sale and use thereof will not constitute infringement or contributory infringement on any copyright or trademark, or violation of any trade secret.
CONTRACTOR warrants that the Products manufactured by CONTRACTOR, when properly installed and serviced by authorized service representative and when properly used and maintained, shall be free from defects in material and workmanship for a period of one (1) year from the date of first installation or eighteen (18) months from the date of shipment from CONTRACTOR, whichever occurs first. CONTRACTOR’s obligation under this warranty shall be limited, at CONTRACTOR’s sole option, to the replacement or repair of the part (or parts) or Products, which prove(s) defective in material or workmanship within the aforesaid period, provided that COMPANY gives CONTRACTOR prompt written notice of any defect or failure, and satisfactory proof thereof. Any defective part or parts must be returned to CONTRACTOR’s factory or to an authorized service center for inspection. CONTRACTOR will deliver replacements for defective Products to COMPANY, to the destination provided for in the original order with no charge.
CONTRACTOR shall incur all costs carried out as a result of repair, replacements, inspection, transportation, re-installation and re-testing during the warranty period.
Products returned to CONTRACTOR for which CONTRACTOR provides replacement under this warranty shall become the property of CONTRACTOR.
This limited warranty does not apply to normal wear and tear, or sub-standard performance caused by well conditions, including but not limited to abrasive materials, corrosion due to aggressive fluids, lightning, improper voltage supply, mishandling or misapplication. CONTRACTOR’s obligations under this warranty shall not apply to any Product which (a) is normally consumed in operation (for example, anodes), or (b) has a normal life inherently shorter than the warranty period stated herein (for example, paper charts).
In the event that any Product is altered or repaired by COMPANY or any person other than CONTRACTOR’s authorized service representative, without prior written approval by CONTRACTOR, or in the event that COMPANY sells or leases the Products to a third Party, all warranties are void. Products and accessories supplied by but not manufactured by CONTRACTOR are warranted only to the extent of and by the original manufacturer’s warranty. A new warranty period shall not be established for any Product repaired or replaced under warranty. Such items shall remain under warranty only for the remainder of the warranty period on the original Products. On the contrary, the warranty period of CONTRACTOR shall be extended by any period(s) equal to the period(s) during which CONTRACTOR has been out of operation, or delayed in putting into operation as a result of a defect to which this warranty applies.
COMPANY reserves the right to reject and return, at the risk and expense of CONTRACTOR, such portion of any shipment of CONTRACTOR which may be defective or fails to comply with specifications, without invalidating the remainder of the Contract.
EXHIBIT "5"
Insurance
CONTRACTOR’s Insurance
CONTRACTOR shall procure at its expense and maintain in force with respect to and during all times while CONTRACTOR is performing Services for COMPANY the insurance policies described below with reliable insurance companies, satisfactory to COMPANY, and with policy limits not less than those indicated. Moreover, CONTRACTOR shall also be responsible and liable to COMPANY according to law and/or this Contract for any other indemnity instances involving amounts not covered by such policies and/or by such policy limits. CONTRACTOR is to have stipulations incorporated in said insurance polices to the effect that CONTRACTOR’s underwriters agree that recovery of loss and damage claims to COMPANY’s property shall be directly paid to COMPANY by CONTRACTOR’s underwriters. The cost of the required insurance policies is included in CONTRACTOR’s lump sum price or schedule of rates and charges. Any additional premium payable during the performance of Services under this Contract shall be for the sole account of CONTRACTOR regardless of cause. Reasonable deductibles are acceptable but shall be for the account of CONTRACTOR.
CONTRACTOR shall not make any form of admission of liability in respect of any claim for which COMPANY is or might be liable to indemnify CONTRACTOR under this Contract, or take any action to settle or compromise any such claim, without the prior written approval of COMPANY.
1. Social Insurance
Covering local employees according to local law(s).
2. Worker’s Compensation ( including Occupational disease and Employer's Liability Insurance ) for U.S.Employees:
Each of the following coverages and employer's liability is subject to a limit of not less than U.S.$ 250,000 per person. Coverages shall apply to U.S. employees in accordance with the benefits afforded by the statutory Worker’s Compensation Acts applicable to the state, territory or district of hire, supervision or place of accident with the benefits so provided extended by the attachment of the Voluntary Worker’s Compensation Endorsement.
3. Worker's Compensation and Employer's liability insurance for non-U.S.Employees including Egyptian employees
Covering non-U.S.Employees for statutory benefits as set out and required by local law in the area(s) of operation or area in which CONTRACTOR may become legally obligated to pay benefits.
Employer's liability is subject to a limit of not less than U.S.$ 100,000 per person and shall apply also to Egyptian employees.
4. Comprehensive General Liability Insurance
Covering the Site, COMPANY’s premises, operations, independent Contractors and blanket contractual liability, including but not limited to, loss or damage to any of COMPANY’s property and all pollution responsibility, the liabilities assumed under the indemnity agreement of this Contract or any other indemnity clauses provided herein which are not covered by a specific insurance coverage stipulated in this Contract. This policy shall also cover loss or damage to any of COMPANY’s property resulting from Services to be performed under this Contract, which property is placed or not placed in CONTRACTOR’s and or its subcontractor’s care, custody, control or being worked on. Policy limits will be not less than U.S.$250,000 per occurrence for bodily injury and property damage.
5. Vehicle Liability Insurance:
Covering all owned, hired and non-owned vehicles, coverage will be for:
Bodily Injury : According to local law.
Property Damage : In the amount of L.E 100,000 or equivalent in
U.S. Dollars single limit per occurrence.
6. Waiver of Subrogation:
All insurance policies of CONTRACTOR with respect to Services or operations conducted under this Contract shall be endorsed in accordance with the following policy wording to waive all express or implied rights of subrogation. "The insurers hereby waive their rights of subrogation against Qarun Petroleum Company (QPC), or any shareholder, employee, agent or CONTRACTOR of QPC, and against any individual, firm or corporation for whom QPC may be acting to the extent of liabilities assumed by CONTRACTOR under the contract."
7. Certificates of Insurance:
1. Before commencing performance of this Contract, CONTRACTOR shall furnish COMPANY with certificates of insurance indicating:
(a) kinds and amounts of insurance as required herein,
(b) insurance COMPANY or companies carrying the aforesaid coverages,
(c) effective and expiration dates of policies,
(d) that COMPANY will be given thirty (30) days written advance notice of any material change in any policy,
(e) waiver of subrogation endorsement has been attached to all policies; and
(f) the territorial limits of all policies.
2. CONTRACTOR shall ensure that Law 10 of 1981 and especially Article 81 thereof which provides that any person - whether physical or legal - should carry out any direct insurance related to its property or liability in Egypt through Egyptian insurance companies, is strictly complied with.
3. In the event CONTRACTOR or its insurer does not, before commencing performance of this Contract, provide COMPANY with certificates of insurance showing that insurance policies required by this Contract have been obtained and are in effect, COMPANY may, in its discretion, discontinue any payment due to CONTRACTOR under this Contract until such time as certificates of insurance are furnished to COMPANY.
4. Should there be a lapse in any insurance policy required to be carried by CONTRACTOR under Article 1 of this Contract, for any reason whatsoever, losses resulting therefrom shall be for the sole account of CONTRACTOR.
5. The insolvency, liquidation, bankruptcy, or failure of any insurance COMPANY providing coverage for CONTRACTOR or its subcontractor(s), or failure of any such insurance COMPANY to pay claims accruing, shall not be considered as a waiver of any of the provisions of this Contract, or affecting any obligation of CONTRACTOR stated herein or arising out of the operation of this Contract.
8. Subcontractors
CONTRACTOR shall require all of its subcontractor(s) to provide such of the foregoing coverages as well as any other coverages, that CONTRACTOR may consider necessary and any deficiency in the coverages or policy limits of said subcontractor(s) will be the sole responsibility of CONTRACTOR.
EXHIBIT "6"
COMPANY Safety, Health and Environmental Policy
QARUN PETROLEUM COMPANY (“COMPANY”) strives to hire CONTRACTOR(s) who conduct their activities in a manner consistent with appropriate environmental, health and safety (EH & S) consideration. CONTRACTOR(s) working for COMPANY are and shall remain independent CONTRACTOR as to all Services performed under this Contract. The detailed manner, means and methods of performing said Services shall be under the control and discretion of CONTRACTOR.
The following are minimum requirements and expectations for CONTRACTOR, and CONTRACTOR shall take any additional precautions necessary or proper under circumstances to prevent injury or death to persons or damage to property and/or the environment:
1. CONTRACTOR is required to participate in a formal review of their firm’s Environment, Health and Safety Management System.
2. CONTRACTOR is expected to comply with applicable environmental, health and safety regulations of agencies having jurisdiction at locations where services are performed to COMPANY. CONTRACTOR will also ensure that their subcontractors comply with these same regulations. CONTRACTOR is further expected to comply with the standards of safety generally recognized as applicable to reputable companies engaged in the performance of services similar to the services called for in this Contract.
3. CONTRACTOR is required to record all hours worked by all CONTRACTOR employees and subcontractors. A monthly report shall be submitted to the Operations General Manager within the first ten (10) days of each month.
4. CONTRACTOR is required to notify the appropriate COMPANY Representative of all CONTRACTOR or subcontractor accidents resulting in reportable injuries to employees, damage to COMPANY’s or third party’s property, or incidents with probable infractions of environmental protection regulations, which conducting the Services. COMPANY will be entitled to see copies of reports on any incidents involving the Services, within an agreed upon time frame. COMPANY will also be invited to witness and/or participate in investigations by CONTRACTOR into any incident involving the Services.
5. This Agreement will be carried out to the highest safety standards. Concern for employees, communities and the local environment will be a guiding principle in all decisions. When local environmental, health and safety regulation are deemed inadequate stricter standards will be implemented consistent with this philosophy.
6. COMPANY may, at any time and from time to time, and at its sole discretion, suspend all or part of the Services (including suspension on the basis of safety performance) by serving notice to CONTRACTOR.
7. COMPANY will work with CONTRACTOR’s designated Representative to resolve EH & S issues in an effective and timely manner. However, as required, COMPANY is entitled to access top management in CONTRACTOR’s organization to discuss resolution of safety issues.
8. CONTRACTOR will be responsible for ensuring that their subcontractors are held to COMPANY’s level of EH &S performance while on CONTRACTOR’s work Site(s).
9. In the even that waste are generated by CONTRACTOR, CONTRACTOR will have the obligation to see that disposal takes place outside the place where services are being provided, at a place previously approved for such purposes by COMPANY and to comply with the pertinent environmental regulations, license and permits given by the local, regional and national entities.
10. CONTRACTOR shall take all necessary measures to prevent air, water and/or soil contamination. If by reason of CONTRACTOR’s activities COMPANY finds it necessary to undertake cleaning, mitigation and/or rehabilitation measures, such work will be charged to CONTRACTOR. CONTRACTOR expressly authorizes COMPANY to deduct from CONTRACTOR payments any costs incurred in such cleaning, mitigation and/or rehabilitation costs.
11. CONTRACTOR at the request of COMPANY, shall furnish a complete and legible copy of any safety, health and/or environmental management systems, manuals, procedures, and/or policy documents which CONTRACTOR uses internally.
12. CONTRACTOR undertakes to have personnel employed under this Contract strictly comply with all regulations provided or to be provided by COMPANY, or the competent authorized COMPANY’s Representative shall have the right to, at any time, require CONTRACTOR to remove from Site any worker(s) whose performance could jeopardize his/her personal safety or that of other personnel employed in the execution of the Services, or who does not comply with safety regulations. CONTRACTOR shall proceed to immediately remove such person(s) and replacement shall in all cases be effective within a four (4) calendar day term from the date when CONTRACTOR receives the respective written notice from COMPANY’s Representative. This circumstance, at COMPANY’s judgment of the degree of seriousness, will empower COMPANY to unilaterally terminate this Contract.
13. CONTRACTOR is responsible for providing required medical examination and testing of their employees. Furthermore, CONTRACTOR(s) are responsible for testing of their employees for drug and/or alcohol use. CONTRACTOR or its employees are strictly prohibited from acquiring, selling, holding or consuming any and all types of alcoholic beverages or hallucinogen – unnerving or dependency creating substances at contract execution Site(s). They are also prohibited from coming on the Site(s) under the influence of the mentioned beverages or substances, even if consumed outside the contract execution Site(s). In the event of such prohibitions being violated COMPANY will have the right to require the offending employee(s) removed or terminate the contract.
14. CONTRACTOR authorizes COMPANY to perform audits at any time at Site(s), for equipment, personnel performance and documents that are necessary to assess compliance with environmental regulations, licenses and permits given by the local, regional and national entities and compliance with Health and Safety regulation and COMPANY standards.
15. CONTRACTOR is expected to provide it employees with appropriate safety, health and environmental training as required by laws, decrees, regulations and codes of the Arab Republic of Egypt and/or COMPANY policy.
16. CONTRACTOR shall, throughout the execution and completion of the Services, have full regard for the safety of all persons entitle to be upon the Site(s). CONTRACTOR shall keep the Site(s) and the Services in an orderly state appropriate to the avoidance of danger to such persons.
17. CONTRACTOR is expected to provide its employees with appropriate functional safety equipment and ensure that such equipment is utilized correctly and appropriately. CONTRACTOR shall provide and maintain at his own costs all lights, guards, fencing, warning signs, etc. when and where necessary or required by COMPANY and/or by any duly constituted authority, for the protection of the work or for the safety and convenience of the public or others.
18. CONTRACTOR shall perform all Services in a manner, which will cause a minimum interference with COMPANY’s operations and the operations of other contractors on COMPANY’s Site(s). Upon completion of the Services, CONTRACTOR shall restore the Site(s) to its original condition and leave said Site(s) clean and free of tools, equipment, waste materials and rubbish.
19. CONTRACTOR shall exercise due care at all times during the execution of the Services, where construction operations or CONTRACTOR’s equipment are adjacent to, in close proximity to, or cross existing facilities of COMPANY, other contractors or third parties. CONTRACTOR shall be liable for any adverse results of its failure to exercise such care.
20. CONTRACTOR will conduct daily safety toolbox meetings that should cover topics such as facility and job hazards, accidents as well as near misses.
21. After completion of this Agreement, CONTRACTOR will be evaluated on their safety, health and environmental performance. The assessment of CONTRACTOR’s performance will include safety, health and environmental record keeping. This evaluation may be used in selection of CONTRACTOR for future COMPANY Services.
Nothing contained in this policy shall be interpreted to enlarge the legal duty of COMPANY to CONTRACTOR, his agents, employees or subcontractors, or to detract from or reduce CONTRACTOR’s obligations under the indemnity and insurance provisions of the contract to which this Exhibit is attached.
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