RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 1 OF 17
ADNOC GAS
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 rev.3)
COMPANY Contract No.
4700022871
JV TJN RUWAIS Contract No
215122C
Document Class
Class 4
Document Category (for Class 1)
OPERATING CENTER Contract No.
OPERATING CENTER Doc Ref.
B
A
IFQ – Issue For Quotation
01/07/2024
C. Bualé
IFQ – Issue For Quotation
24/04/2024
C. Bualé
C. Louanchi
C. Louanchi
E. Maincent K. Aizawa A. Alkhatib
E. Maincent K. Aizawa A. Alkhatib
Rev.
Revision Purpose
Date
Prepared by
Checked by
Approved by
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
Christophe Buale (Jul 2, 2024 10:17 GMT+2)Christophe BualeAhmad Alkhatib (Jul 2, 2024 12:51 GMT+4)Ahmad AlkhatibK.Aizawa (Jul 2, 2024 11:20 GMT+2)K.AizawaEdouard Maincent (Jul 2, 2024 11:25 GMT+2)Edouard MaincentChérif LOUANCHI (Jul 2, 2024 14:30 GMT+2)Chérif LOUANCHI
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 2 OF 17
CONTENT
-
GENERAL … 4
-
ARTICLE 2.1 - DEFINITIONS … 4
-
ARTICLE 5 - CHANGES – AMENDMENTS … 8
-
ARTICLE 6 - CONDITIONS OF IMPLEMENTATION OF THE PURCHASE ORDER – SUPPLIER OBLIGATIONS … 9
-
ARTICLE 7.2 - TEN VALUES, ETHICS AND COMPLIANCE … 9
-
ARTICLE 7.4. - TRADE CONTROL … 9
-
ARTICLE 7.10 - ENFORCEMENT … 9
-
ARTICLE 8.2 - SUB-CONTRACTS / SUB-ORDERS … 10
-
ARTICLE 9.2 - MATERIALS … 12
-
ARTICLE 15 - TITLE AND LIENS … 12
-
ARTICLE 17 - EXPORT LICENCES – IMPORT & CUSTOM … 13
-
ARTICLE 19 - SUPPLIER’S INSURANCE OBLIGATIONS … 14
-
ARTICLE 25.6 - INDUSTRIAL PROPERTY - PATENTS – LICENSES … 15
-
ARTICLE 26 - CONFIDENTIALITY … 16
-
ARTICLE 27.1 - FORCE MAJEURE … 16
-
NEW ARTICLE 30 - PAYMENT DUTY … 16
-
NEW ARTICLE 31 - PUBLICITY … 17
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 3 OF 17
Table of Changes compared to previous revision (for Procedures and Job Specifications only)
Paragraph
Modification description
Remarks / Origin
2
2
Modification of the definition of FORCE MAJEURE Material definition has been deleted
Modification comes from the contract
8.10 till 8.15 SUBCONTRATOR is replaced by Supplier
& CONTRACTOR by PURCHASER
8.2.16 New Article Added
Addition comes from the contract
19
Article 19 has been modified
27.1
Article 271. Force Majeure has been deleted
Modification comes from the contract The article has been merged in the definition FORCE MAJEURE
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 4 OF 17
- GENERAL
The following paragraphs integrate and/or amend the GENERAL PURCHASE CONDITIONS for PROJECT MATERIAL PURCHASE GTF-GPS-OOS-21001-01 rev.03 and shall become an integral part of the same document. If this Particular Terms and Conditions conflict, in any respect, with the General Conditions of Purchase, these Particular Terms and Conditions shall apply.
- ARTICLE 2.1 - DEFINITIONS
The following definition “APPLICABLE LAW” is modified as follow:
Shall mean any constitutional provision, statute, act, code, regulation, rule, law, ordinance, order, decree, directive, ruling, proclamation, resolution, regulatory act, provisional measure, judgment, decision, declaration or official interpretation or application thereof by a governmental authority applicable to a PARTY, the PO, the PROJECT, or the SUPPLY.
The following definition “FORCE MAJEURE” is modified as follow:
“FORCE MAJEURE EVENT” means any event or circumstance or combination thereof occurring after the EFFECTIVE DATE:
(a) the occurrence of which is not reasonably foreseeable as of the FINAL COMMERCIAL BID SUBMISSION DATE; and
(b) which is beyond the reasonable control of the PARTY affected by such event or circumstance and which such affected PARTY is unable to prevent or overcome (notwithstanding the reasonable care of the PARTY affected),
and shall include:
(i) flood, lightning, storm, typhoon, tornado, earthquake, landslide, soil erosion, subsidence, washout, radioactive contamination (other than that caused by the use of radioactive sources by the PURCHASER, the COMPANY, SUPPLIER and/or OTHER CONTRACTORS in connection with the performance of either PARTY’s obligations under this AGREEMENT), or epidemic;
(ii) war (whether declared or undeclared), blockade, insurrection, military uprising, or act of public enemies;
(iii) revolution, rebellion, civil war, riot, civil disturbance, civil commotion, terrorist acts, seizure or act of sabotage, imposition by a GOVERNMENTAL AUTHORITY of sanctions, embargo or breaking off of diplomatic relations by a GOVERNMENTAL AUTHORITY;
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 5 OF 17
(iv) trade or labour dispute, strike, lockout, industrial disturbance, except where limited to the SUPPLIER PERSONNEL.
The following events or circumstances shall not be or be deemed to be a FORCE MAJEURE EVENT even where they satisfy the requirements of paragraphs (a) and (b) above:
(A) the unavailability of funds or non-payment of a sum of money by a PARTY or a THIRD PARTY;
(B) financial hardship or the inability of the affected PARTY to make a profit or achieve a satisfactory rate of return in relation to or in connection with any activities undertaken pursuant to the AGREEMENT or otherwise;
(C) SITE conditions, including extraordinary GROUND CONDITIONS;
the occurrence of any shortage of SUPPLIER PERSONNEL, SUPPLIER (D) CONSTRUCTION EQUIPMENT, MATERIALS or other resources, unless due to the events listed in subparagraphs (i) to (iv);
(E) the occurrence of any inclement weather condition, other than as provided in paragraph (i) above;
(F) failure to obtain or maintain any permit, license or consent, where such failure is due to the act or omission of the affected PARTY;
(G) failure or inability to perform where such failure is attributable to market prices or currency devaluation; and
(H) the SUPPLIER or any SUPPLIER MEMBER being involved in any litigation or other legal proceedings (whether actual, pending or threatened), and the outcome of such litigation or proceedings.
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 6 OF 17
The following definition “GOVERNMENT OFFICIAL” is replaced as follow:
Shall mean any official, agent or employee of any GOVERNMENTAL AUTHORITY, political party or public international organisation, any candidate for political office, or any immediate relative (spouse, son, daughter, or parent) of any of the foregoing, including, without limiting the generality of the foregoing, any official, agent or employee of any company in which any GOVERNMENTAL AUTHORITY holds a majority or controlling equity interest (directly or indirectly),any official, agent or employee of any company which is in the process of being privatized in whole or in part, and any PERSON who is purporting to act in a private capacity, but who otherwise is a “GOVERNMENT OFFICIAL” within the meaning of this definition.
The following definition “GOVERNMENTAL AUTHORITY” is added as follow:
Shall mean any political subdivision, agency, department, commission, board, bureau, court or other authority of ABU DHABI or the UAE, or any quasi governmental or private body exercising, or purporting to exercise, any executive, legislative, judicial, administrative, police, regulatory or taxing authority or power of any nature in ABU DHABI or the UAE or the country of operations, or any company or instrumentality owned or controlled by any GOVERNMENTAL AUTHORITY.
The following definition “GROSS NEGLIGENCE / WILFUL MISCONDUCT” is replaced as follow:
Shall mean, with respect to a PERSON, any act or failure to act (whether sole, joint or concurrent) which was intended to cause, or which was in reckless disregard of, or wanton indifference to, harmful consequences which such PERSON knew, or should have known, such act or failure to act would have on the rights, safety or property of another PERSON or on the environment.
The following definition “PROPERTY” is added as follow:
Shall mean: (a) in respect of the COMPANY GROUP AND PURCHASER GROUP, any movable or immovable property that is under the guardianship or control of one or more of the COMPANY GROUP AND PURCHASER GROUP whether owned, hired, rented, leased, chartered or otherwise,
(b) in respect of the SUPPLIER GROUP, any movable or immovable property that is under the guardianship or control of one or more of the SUPPLIER GROUP whether owned, hired, rented, leased, chartered or otherwise, and
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 7 OF 17
(c) in respect of a THIRD PARTY, any movable or immovable property that is under the guardianship or control of that THIRD PARTY whether owned, hired, rented, leased, chartered or otherwise,
The following definition “INTELLECTUAL PROPERTY or IP” is modified as follow:
….. the future anywhere in the world. (e) The PARTIES agree that all right, title and interest in and to the COMPANY DATA (other than the FEED PACKAGE) and INTELLECTUAL PROPERTY RIGHTS therein shall (insofar as permissible by law) vest in the COMPANY upon delivery and that, save as expressly permitted by the AGREEMENT, the COMPANY shall have and retain sole and exclusive right to disclose and use COMPANY DATA. The PURCHASER hereby assigns and agrees to assign to the COMPANY any and all such right, title and interest in and to the COMPANY DATA and INTELLECTUAL PROPERTY RIGHTS therein as it may have and shall ensure that it shall take all such steps and execute all such assignments and other documents as the COMPANY may require to give effect to this Article 25.
The following definition “CONSENT” is added as follow:
means any permit, consent, approval, authorization, agreement, no objection certificate, waiver, license (excluding the LICENSE AGREEMENT) or security and/or access pass (including any CICPA pass) which is to be obtained from any PERSON in connection with the SUPPLY.
The following definition “PURCHASER” is modified as follow:
Shall mean the unincorporated Joint Venture of Technip Energies France-Abu Dhabi, JGC Corporation Abu Dhabi and National Petroleum Construction Company (NPCC) legal entity entering into the PO with SUPPLIER as stated in the PO.
The following definition “SANCTION TARGET” is added as follow:
a. “SANCTIONED COUNTRY” means any country or territory that is, or whose government is, the target of comprehensive economic or trade sanctions or restrictive measures imposed by any SANCTIONS AUTHORITY.
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 8 OF 17
b. “SANCTIONS AUTHORITY” means the Cabinet of the United Arab Emirates Federal Government, the United Arab Emirates Committee for Goods & Materials Subjected to Import & Export Control, the United Nations Security Council (the Council as a whole and not its individual members), the U.S. Department of State, the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of the Treasury Office of Foreign Assets Control, the EU Council, the European Parliament, the European Commission (including the competent authorities of any present or future member state of the European Union), Her Majesty’s Treasury of the United Kingdom, the United Kingdom Department for International Trade, the Export Control Joint Unit and / or any other applicable government or regulatory body of the foregoing jurisdictions responsible for the issuance and / or administration of SANCTIONS LAWS.
c. “SANCTIONS LAWS” means economic or financial sanctions together with any other law, regulation, order, directive, or guidance (with the effect of law) imposed by a SANCTIONS AUTHORITY that imposes trade or economic restrictive measures against countries, territories, individuals or entities.
d. “SANCTIONS TARGET” means: (a) the government of any SANCTIONED COUNTRY; (b) to the extent restricted under SANCTIONS LAWS, any individual or entity that is (or was at the relevant time) resident in, located in, organized under the laws of, or subject to the jurisdiction of, a SANCTIONED COUNTRY; (c) any individual or entity that is designated on any list promulgated, administered, or enforced by a SANCTIONS AUTHORITY; or (d) any entity that is owned more than fifty percent (50%) or controlled directly or indirectly by any individual or entity targeted under any SANCTIONS LAWS
The following name of definition “SUB-CONTRACTORS and SUB-SUPPLIERS” is modified as follow:
Shall mean a party that has entered into a SUB-CONTRACT or a SUB-ORDER with SUPPLIER for the purpose of providing goods or services in connection with the SUPPLY, and any lower tiers.
- ARTICLE 5 - CHANGES – AMENDMENTS
The following article 5.2 is modified as follow:
……“Request for Change” without undue delay, but not later than (21) DAYS, and SUPPLIER’s request must include all details…….
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 9 OF 17
- ARTICLE 6 - CONDITIONS OF IMPLEMENTATION OF THE PURCHASE ORDER –
SUPPLIER OBLIGATIONS
The following article 6.13 is modified as follow:
vi….. specifications and capabilities.
vii. Any work agreed by PURCHASER as part of the agreed punch list in the Inspection Release Note to be shifted to facilitate project execution and to be done at site, the same shall be done by the SUPPLIER as part of his lumpsum without additional cost and the daily rate, mobilization/demobilization, or any other cost pertaining to supplier will not be applicable.
- ARTICLE 7.2 - TEN VALUES, ETHICS AND COMPLIANCE
The following article 7.2 is modified as follow:
…….PURCHASER’s Code of Business Conduct found on the PURCHASER’s website at:
https://www.technipenergies.com/sites/energies/files/2022-03/T.EN_CoBC_ENG_Final.pdf
https://www.jgc.com/en/about/pdf/code-of-conduct.pdf
PURCHASER may provide SUPPLIER select information…….
- ARTICLE 7.4. - TRADE CONTROL
The following article 7.4.2, 7.4.3 & 7.4.4 is modified as follow:
TARGETED PERSON must be replaced by SANCTION TARGET.
- ARTICLE 7.10 - ENFORCEMENT
The following article 7.10.4 is modified as follow:
SUPPLIER agrees to flow down the foregoing requirements to its SUB-SUPPLIERS and SUB- CONTRACTORS and any lowers tiers.
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 10 OF 17
- ARTICLE 8.2 - SUB-CONTRACTS / SUB-ORDERS
The following article 8.2.10 is added as follow:
The SUPPLIER shall: supply and be responsible for procuring and transporting all SUPPLIER CONSTRUCTION EQUIPMENT and materials required for the performance of the SUPPLY (whether sourced from within or outside the UAE) to the SITE in an expeditious and orderly manner; where applicable, take such steps (including the execution of documents and/or provision of signed execution pages) as the PURCHASER requires. Upon dispatch of each shipment of the SUPPLY the SUPPLIER shall notify the PURCHASER of the description of the SUPPLY, the point and means of dispatch and the estimated time and point of arrival in the UAE and at the SITE. The SUPPLIER shall be responsible for ensuring the adequacy of all packing of the SUPPLY to withstand the adverse effects of rough handling at the port of loading and discharge, sea / air freight and transportation to SITE
The following article 8.2.11 is added as follow:
Unless otherwise stated in the PURCHASE ORDER, the SUPPLIER shall, in its performance of the SUPPLY, use MATERIALS which are new, of good quality, compliant with the LAW, the PURCHASE ORDER and GOOD INDUSTRY PRACTICE, and which are fit for their intended purposes as specified in the PURCHASE ORDER, and consistent with the nature and character of the SUPPLY, and are not deleterious to health and safety or to the durability of the SUPPLY.
The following article 8.2.12 is added as follow:
In the event of PURCHASER requires the mobilization and demobilization of SUPPLIER PERSONNEL, SUPPLIER shall be responsible for, and shall arrange for arrange all CONSENTS (including visas, licenses, work permits, residence permits and applicable licenses for immigration and emigration of SUPPLIER PERSONNEL, certificates of medical fitness, drivers’ licenses, security passes and all other permits and documentation) as may be required for such SUPPLIER PERSONNEL to perform the SUPPLY. The SUPPLIER shall be liable for any tax, security or any other contributions payable to GOVERNMENTAL AUTHORITIES in relation to the mobilization and demobilization of SUPPLIER PERSONNEL and the procurement of the required CONSENTS.
The following article 8.2.13 is added as follow:
The SUPPLIER, upon written request by the PURCHASER and at the SUPPLIER own cost, shall promptly remove from the SITE and / or from the performance of the SUPPLY, any of the SUPPLIER PERSONNEL:
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 11 OF 17
(i) who, in the PURCHASER’s opinion:
(A) are uncooperative, negligent or careless;
(B) are unsuitable or unable to perform their obligations under the PURCHASE ORDER
C) have committed a serious and unsafe willful act, an act of misconduct, an unethical act or an act which would be subject to disciplinary action;
(D) have failed to comply with the LAW or any provision of the PURCHASE ORDER
Any SUPPLIER PERSONNEL removed from the performance of the SUPPLY shall not be allowed to return to the performance of the SUPPLY and shall be replaced by a competent substitute immediately, at the SUPPLIER own cost, in order to avoid any disruption to the SUPPLY. Such replacement shall be made subject to the PURCHASER’s right of rejection.
The following article 8.2.14 is added as follow:
The SUPPLIER shall be fully responsible for:
(a) and
any part of the SUPPLY performed by its SUB-CONTRACTORS and SUB-VENDORS.;
(b) VENDORS.,
any acts, omissions, breaches or defaults of its SUB-CONTRACTORS and SUB-
as if they were the acts, omissions, breaches or defaults of the SUPPLIER.
The following article 8.2.15 is added as follow:
SUPPLIER shall undertake to:
(i) be bound by confidentiality undertakings no less stringent than the confidentiality provisions set out in Article 26;
(iv) comply with the ADNOC GROUP SUPPLIER & PARTNER CODE OF ETHICS, T.EN Code of Business Conduct and any other applicable standards as may be specified in the AGREEMENT or communicated by the PURCHASER to the SUPPLIER from time to time;
(vi) transfer title to any MATERIALS to the PURCHASER not later than the time at which title is to pass to the COMPANY (delivery on site);
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 12 OF 17
(vii) prevent the assignment, novation, transfer or further subcontract of any of its rights, obligations or interests under the agreement with the PURCHASER without the prior written consent of the PURCHASER and
(viii) participate in any assignment, novation or transfer of rights, obligations or interests made by the COMPANY.
The following article 8.2.16 is added as follow:
The SUPPLY may only enter into subcontracts or purchase orders with SUB- CONTRACTORS and SUB-VENDORS with the prior written approval of the PURCHASER.
The approval of a SUB-CONTRACTOR and SUB-SUPPLIER shall not relieve the SUPPLIER if any of its obligations under the PURCHASE ORDER, nor create any contractual relationship between the PURCHASER and any SUB-CONTRACTOR and SUB-SUPPLIERS.
- ARTICLE 9.2 - MATERIALS
The following article 9.2.4 is added as follow:
Within the scope as per the Material Requisition and During project execution, SUPPLIER has to absorb any variation or any cost impact which may result due to CONPANY non-acceptance of SUPPLIER’s design, technical offer, deviation list, compliance sheet and any other technical information which was provided by supplier along with their offer.
Within the scope as per the Material Requisition, SUPPLIER is responsible to support PURCHASER to reach agreement with the COMPANY on all the outstanding technical deviations. In case SUPPLIER is subsequently able to comply with any of these deviations, which has been rejected by COMPANY, corresponding price impact, if any, is deemed included in the price. In case SUPPLIER cannot technically comply with rejected deviations, SUPPLIER’s offer is technically rejected and order subject to termination without any compensation to supplier.
- ARTICLE 15 - TITLE AND LIENS
The following article 15.2 is modified as follow:
…….. except those for which PURCHASER is responsible. SUPPLIER / SUB-SUPPLIER shall guarantee that MATERIALS are free from any and all liens, charges, encumbrances, retention of title claims or other ownership or security
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 13 OF 17
interests in favor of THIRD PARTIES and that no PERSON other than the COMPANY shall have any claim to ownership thereto.
The following article 15.4 is added as follow:
If any MATERIALS are subject to any lien, charge, encumbrance, retention of title claim or other ownership or security interests, without limiting any other rights, the PURCHASER may discharge the relevant ownership or security interest and the costs incurred in so doing will be a debt due and payable from the SUPPLIER to the PURCHASER.
- ARTICLE 17 - EXPORT LICENCES – IMPORT & CUSTOM
The following Article 17.1.3 is modified as follow:
SUPPLIER shall at all times comply with the law and shall fulfil all administrative requirements, including all registration and filing of documents. SUPPLIER / SUB-SUPPLIER shall be, to the extent required by LAW, registered and licensed by the relevant GOVERNMENTAL AUTHORITIES within ABU DHABI and the UAE.
The following Article 17.3 is added as follow:
EXPORT LICENSE AND PERMITS
SUPPLIER shall obtain or furnish, at his cost and expense, all necessary export licenses and permits for the export of SUPPLIES or any part thereof furnished under the CONTRACT.
UAE IMPORT AND CUSTOMS LAWS AND REGULATIONS:
SUPPLIER acknowledges that the import and customs laws and regulations of the United Arab Emirates shall apply to the furnishings and shipments of any products or components thereof to the United Arab Emirates. SUPPLIER specifically acknowledges that the aforementioned import and customs laws and regulations of the United Arab Emirates prohibit, among other things, the importation into the United Arab Emirates of certain products or components.
PURCHASER, at its own discretion, reserves its right to make the final, unilateral and specific selection of any proposed carriers, insurers, suppliers of services to be performed within the United Arab Emirates or of specific goods to be furnished in accordance with the terms and conditions of this PURCHASE ORDER.
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 14 OF 17
- ARTICLE 19 - SUPPLIER’S INSURANCE OBLIGATIONS
The following article 19.9 is deleted
The following article 19.1 (i) is replaced as follow:
In the event any supplier personnel are performing services in the uae, without limitation to its obligations and responsibilities, the supplier shall obtain and maintain workmen’s compensation insurance in the amount required by applicable state or local law and employer’s liability with a limit of liability of not less than usd 1,000,000.
In the event any supplier personnel are performing services outside the uae, without limitation to its obligations and responsibilities, the supplier shall obtain and maintain workmen’s compensation insurance (or insurance coverage of a comparable nature) in accordance with the applicable law and/or the contracts of employment of the supplier personnel, and employer’s liability with a limit not less than usd 1,000,000.
The following article 19.1 (ii) is replaced as follow:
General liability insurance and product liability insurance with a limit of not less than usd 10,000,000 per occurrence;
and
Pollution liability insurance to cover the risk arising from the performance of supply and any pollution emanating/originating from the suplier’s equipment with a limit of not less than usd 10,000,000 per occurrence and in the aggregate.
The following article 19.1 (v) (a) is modified as follows:
(a) Auto liability in the event the supplier uses motor vehicles in the performance of the services in the uae, the supplier shall obtain and maintain motor vehicle third party and passenger liability insurance which shall be: (i) as per the applicable laws of the uae for death or injury to any third party; and
(ii) for damage to property of a third party with a limit of not less than usd 1,000,000 per occurrence.
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 15 OF 17
the following article 19.2 is modified as follows:
…….and not excess coverage
Any insurance arranged in accordance with article 19 shall be obtained in accordance with article 26 of federal law no. (6) of 2007, as far as possible. however, the buyer may at its discretion accept insurance policies from other competent insurance companies provided that such insurance policies meet all other requirements mentioned in article 19.
- ARTICLE 25.6 - INDUSTRIAL PROPERTY - PATENTS – LICENSES
The following paragraph is added as follow:
The SUPPLIER shall indemnify and hold harmless the COMPANY GROUP and PURCHASER GROUP, from and against all losses, liabilities, damages and costs (including legal costs) arising out of or in connection with any claim by any PERSON against the COMPANY GROUP and PURCHASER GROUP in respect of any infringement by the SUPPLY (or any part thereof) of the INTELLECTUAL PROPERTY RIGHTS of any PERSON, except to the extent that such infringement is based on:
(a) any information or materials provided by the COMPANY or the PURCHASER to the SUPPLIER; or
(b) the COMPANY’s or the PURCHASER’s use of the SUPPLY for purposes not contemplated by the PURCHASE ORDER; or
(c) any material changes made to the SUPPLY that are not done by or on behalf of the SUPPLIER or to which the SUPPLIER has not otherwise provided its consent
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 16 OF 17
- ARTICLE 26 - CONFIDENTIALITY
The following article 26.1 iii is modified as follow:
iii. required to be divulged to extent required by law, public authority or a commonly recognized stock exchange
The following article 26.4 is modified as follow:
The obligations under this Article 26 shall survive to any expiry or termination of the PURCHASE ORDER. apply for a period of 10 years following either the date of expiry of the DEFECTS CORRECTION PERIOD of the applicable PO or the date in which the PO is terminated, whichever comes later.
The following Article 26.6 is added as follows:
The following article 26.6 is added as follow: Notwithstanding anything to the contrary in the PO, the COMPANY may disclose the drawings, documentation, information, supplied under or in connection with this PO, for any purpose.
-
ARTICLE 27.1 - FORCE MAJEURE - DELETED
-
NEW ARTICLE 30 - PAYMENT DUTY
The following article 30 is added as follow:
The SUPPLIER shall be solely responsible for all payments to its SUB-CONTRACTORS and SUB-SUPPLIERS, and the PURCHASER shall indemnify and hold harmless the PURCHASER from and against all losses, liabilities, damages and costs (including legal costs) arising out of or in connection with any claim by its SUB-SUPPLIERS against the PURCHASER.
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
RUWAIS LNG PROJECT
ADDENDUM TO “GENERAL TERMS & CONDITIONS FOR PROJECT MATERIALS PURCHASE” (GTF-GPS-OOS-21001-01 REV.3)
COMPANY DOCUMENT REF.
XXX-XXXX-X-XXX-XX-XX-XXX
CONTRACTOR DOC. REF.
215122C-000-PTC-6002
REVISION: B
PAGE 17 OF 17
- NEW ARTICLE 31 - PUBLICITY
The following article 31 is added as follow:
The PARTIES shall not, without the prior written consent of the COMPANY: take any photographs or make any video recordings of any existing COMPANY PROPERTY, the SUPPLY or any part thereof, even if anonymized, or use in any advertisement or publicity, or otherwise communicate to THIRD PARTIES any such photographs or video recordings, even if anonymized; or advertise or publicly announce by any means whatsoever that it is providing or has provided services to the COMPANY, or otherwise identify the COMPANY in any marketing and/or publicity activities.
This document and the information it contains are the property of the JV TJN Ruwais. It shall not be used for any purpose other than those for which it was supplied. All rights reserved.
Project: Q-32859 - NMDC - Ruwais Folder: RFQ Files