December 2022
CONTRACT
Corporate & Business Law
Presented To:
SIR SAAD SALMAN
BY:
FARAZ ALI KHAN (20222-31307)
HAFIZ FARRUKH FAHIM (20222-31490)
MUHAMMAD BILLAL KAMAL (20222-31610)
AGREEMENT
Repair & Maintenance Services
Air Conditioners for Container Handling Equipment
THIS AGREEMENT is made at Karachi on this 15 Day of December 2022
BETWEEN
Nanhua Cool Services., a company registered and existing under the laws of Pakistan with
registered office at Defence Phase 6 Shop No 01 Karachi (hereinafter referred to as the “Service
Provider”, which expression shall be deemed to mean and include it successors in interest and
assigns) of the One Part;
AND
Cosco Terminals Limited., a company incorporated and existing under the laws of Pakistan whose
registered office is at Port Road, Kemari Karachi, Pakistan (hereinafter referred to as the “Service
Recipient”, which expression shall be deemed to mean and include its successors in interest and
assigns) of the Other Part.
(The Service Provider and the Service Recipient are hereinafter individually referred to as a “Party”
and collectively as the “Parties”)
WHEREAS:
(A) the Service Provider is in the business of providing Repair & Maintenance Services for Air
Conditioners for Container Handling Equipment and has the requisite experience, knowledge
and capability to provide the Services (as defined hereunder) to the highest professional
standards;
(B) the Service Recipient wishes to engage the Service Provider to provide the Services to the
Service Recipient from the Effective Date;
(C) the Service Provider, in consideration of the Fees, has agreed to provide the Services to the
Service Recipient upon the terms and conditions agreed herein.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED
HEREIN, IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 “Affiliate” in relation to any Party, shall mean the ultimate parent company of either Party and
any entity, whether incorporated or unincorporated, which is owned or controlled, whether
directly or indirectly (including through ownership and control of relatives or nominees), by a
person owning or controlling at least 25% (twenty-five percent) (whether directly or indirectly,
including the parent company) of such Party.
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1.2 “Confidential Information” shall mean all information that would reasonably be regarded as
of a confidential nature by the Party to which the information relates including, without limitation,
any matter relating to or arising in connection with this Agreement or the business or affairs of
the Party. To avoid doubt, this shall include any confidential information relating to the Service
Recipient or any Affiliate of the Service Recipient.
1.3 “Fees” shall means the fees payable by the Service Recipient to the Service Provider as
detailed in Schedule 2 hereto.
1.4 “Good Commercial Practices” or “GCP” shall mean the best commercial practices
implemented by entities providing services similar to those of the Service Provider, and which
are generally agreed to have produced the most satisfactory or desirable results for the service
recipients, on a consistent basis.
1.5 “Effective Date” means January 01, 2023
1.6 “Services” means the Services to be provided by the Service Provider, as detailed in Schedule
1 hereto.
1.7 References to “this Agreement” mean this Agreement and shall include the Schedules which
shall form an integral part hereof.
1.8 References to “Clauses” and “Schedules” are references to Clauses and Schedules of and to
this Agreement and references to sub-clauses or paragraphs are unless otherwise stated,
references to sub-clauses or paragraphs of the Clauses or Schedules in which the reference
appears.
1.9 Unless the context otherwise requires, the singular shall include the plural and vice versa and
the masculine includes the feminine and neuter genders and vice versa.
1.10 The headings and sub-headings used in this Agreement are for convenience only and shall
not affect the construction or the interpretation of this Agreement.
2. APPOINTMENT OF THE SERVICE PROVIDER AND OBLIGATIONS
2.1 The Service Recipient hereby appoints the Service Provider as its non-exclusive provider of
Services in accordance with the terms of this Agreement.
2.2 The Service Provider agrees to provide the Services to the Service Recipient strictly in
accordance with the terms of this Agreement. The Service Provider shall ensure that the
Services rendered pursuant to this Agreement are fit for the purposes of the Service Recipient
and correspond to each of the requirements of the Service Recipient as detailed in Schedule
1. For the avoidance of doubt, such Services do not include licenses for the use of technology,
trademarks, software or telecommunication charges.
2.3 All activity to be carried out by the Service Provider as contemplated by this Agreement shall
be carried out at [Cosco Terminals Limited] or such other location to be mutually agreed
between the Parties from time to time.
2.4 The Service Provider shall carry out its obligations under this Agreement in strict accordance
with all applicable laws, Good Commercial Practices and the highest professional standards
provided by persons in the business of providing such Services. The Service Provider will
ensure that any and all employees of the Service Provider involved in the provision of Services
shall be adequately trained and experienced in order to provide the Services to the highest
professional standards. The Service Provider shall or shall cause its employees to follow at all
times Good Commercial Practices while providing the Services to the Service Recipient as well
as all safety and security policies of the Service Recipient as notified to the Service Provider.
2.5 The Parties agree that the Services listed in Schedule 1 shall be reviewed periodically and be
aligned with actual circumstances, which may change over the duration of this Agreement. The
Parties shall mutually agree on any changes to the said Services in writing.
2.6 Without limitation to the generality of the foregoing, the Service Recipient shall be entitled, by
written notice to the Service Provider, to require the replacement of any of the employees of
the Service Provider, where the Services performed by any of them are not to the satisfaction
of the Service Recipient, and the Service Provider shall within [5] days of receipt of such notice
provide a replacement to the satisfaction of the Service Recipient.
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3.
FEES, COSTS AND TAXES
3.1 In consideration of the Service Provider providing the Services to the Service Recipient in the
manner contemplated by this Agreement, the Service Recipient agrees to pay the Fees to the
Service Provider at the rates and in the manner specified in Schedule 2 attached hereto and
subject to any approval of the State Bank of Pakistan, if required.
3.2 The Fees shall be reviewed from time to time and any reduction in the costs of providing the
Services arising from commercial efficiencies shall be reflected by a suitable reduction of the
Fees.
3.3 The Service Recipient shall pay the Fees by no later than (30) working days after receipt by
the Service Recipient of the invoice for the relevant Services rendered by the Service Provider
in the preceding calendar month, provided that such invoice shall not be submitted prior to the
provision of Services being invoiced.
3.4 All costs related to the execution of this Agreement including payment of stamp duties shall be
borne by the Service Provider.
3.5 All taxes, duties or other levies payable in connection with the Services or otherwise in
connection with this Agreement shall be borne and settled by the Service Provider, and under
no circumstances shall the Service Recipient be liable to gross-up its payments to the Service
Provider to account for such taxes, duties or levies or otherwise be held responsible for
payment of such taxes, duties or levies.
4.
REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1 the Service Provider represents, warrants and covenants to the Service Recipient that:
(a) the Service Provider is duly incorporated, existing and in good standing under the laws of
[Pakistan] and has all requisite power and authority to conduct its business and to execute, to
deliver and to perform its obligations under this Agreement;
(b) it has not entered into any arrangement or compromise with its creditors or any of them nor has
it (or its agent or nominee) convened a meeting of its creditors; nor submitted to its creditors or
any of them any proposal under insolvency proceedings, nor entered into any arrangement,
scheme, compromise, moratorium or composition with any of its creditors.
(c) No order has been made or resolution passed for its winding up and there is not outstanding
or threatened any petition for its winding up, nor has any application been made or threatened
for the appointment of an administrator in relation to the Service Provider, nor has any receiver,
liquidator or manager been appointed of the whole or any part of the undertaking or assets of
the Service Provider.
(d) There are no circumstances which would entitle any person to present a petition for the winding
up of the Service Provider or to apply for the appointment of an administrator in relation to the
Service Provider or to appoint a receiver or manager of the whole or any part of its undertaking
or assets, or that could materially adversely affect the performance by the Service Provider of
its obligations under this Agreement.
(e) this Agreement has been duly authorised, executed and delivered by it and constitutes its legal,
valid and binding obligations;
(f) to the best of its knowledge, the execution and delivery of, and performance of its obligations
under this Agreement by the Service Provider does not and will not constitute a violation of any
statute, judgment, order, decree or regulation or rule of any court, governmental authority or
arbitrator of competent jurisdiction applicable or relating to it, its assets or its businesses; and
(g) it has the requisite expertise and personnel to comply with its obligations under this Agreement,
and has otherwise taken all measures to ensure that the Services shall be of the standards
specified in this Agreement, including inter alia Clause 2 hereof.
4.2 The Service Provider undertakes that it shall:
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(a) Ensure that none of its employees holds himself out as being an employee of the Service
Recipient, having any authority to bind the Service Recipient or to incur any liability on behalf
of the Service Recipient without the Service Recipient’s prior written consent and that all
employees make this absence of authority clear in all dealings with any third parties.
(b) Ensure that it duly pays to its employees providing the Services, on a timely basis, all wages,
gratuity payments (if applicable), notice payments, social security and other benefits required
to be paid to employees under applicable laws, including payments required under the Sindh
Employees Social Security Act, 2016, the Sindh Employees Old-Age Benefits Act, 2014, the
Worker’s Children (Education)Ordinance, 1972, the Sindh Workers Welfare Fund Act 2015,
and the Sindh Companies Profits (Workers Participation) Act, 2015 (or any equivalent
applicable laws in force in the relevant province of Pakistan).
(c) Comply with the requirements of all applicable laws with regards to public holidays, weekly
holidays, weekly rest, casual, annual & sick leave including inter alia the Sindh Terms of
Employment (Standing Orders) Act, 2015 and the Sindh Shops and Commercial Establishment
Act, 2015(or any equivalent laws in force in the relevant province of Pakistan), and shall maintain
all relevant records, registers and other documents in relation to its employees that may be
required by applicable laws.
(d) Ensure that it exercises control and supervision over its employees providing the Services at the
premises of the Service Provider, and for this purpose shall ensure that it has adequate
mechanisms in place to ensure and supervise the quality of Services to be provided hereunder.
(e) Be directly responsible for determining the terms and conditions of employment of those of its
employees which are involved in providing the Services, including inter alia in relation to the
recruitment, selection, direction, supervision, administration, discipline, payments, discharge,
dismissal or termination of the employees of the Service Provider.
(f) Ensure that prior to the Effective Date, it has (i) carried out security clearance of all employees
which are to provide Services at the premises of the Service Recipient and has provided a
certificate to the Service Recipient to this effect; and (ii) issued letters of employment and
identity cards to such employees.
(g) Ensure that the Service Recipient is not held in any way responsible for the employees of the
Service Provider, including inter alia in respect of payment of wages, benefits, claims or
damages. Without prejudice to the generality of the foregoing, the Service Provider shall
indemnify the Service Recipient against any and all demands, claims, damages, losses,
expenses or costs which may be incurred or payable by the Service Recipient as a result of
any claims or proceedings brought by the employees of the Service Provider, whether such
claims are in respect of permanent employment, unpaid wages, unpaid benefits or otherwise.
5.
INDEMNITY
5.1 The Service Provider shall provide the Services of a high quality and will ensure that the
Services are provided by highly qualified, trained professionals and shall indemnify the Service
Recipient against any loss or damage (consequential or otherwise) suffered by the Service
Recipient as a result of the failure of the Service Provider to provide the Services in accordance
with applicable laws, Good Commercial Practices and accepted industry practices and as
contemplated by this Agreement.
6.
DURATION AND TERMINATION
6.1 This Agreement shall commence on the effective date and continue until December 31, 2023
and shall thereupon automatically expire, unless otherwise extended by the Parties by mutual
consent in writing.
6.2 If the Service Provider commits any breach of terms and conditions of this Agreement and does
not remedy the breach within thirty (30) days of written notice from the Service Recipient
requesting it to do so, the Service Recipient may terminate this Agreement immediately by
serving notice on the Service Provider.
6.3 If either Party shall compound or make arrangements with its creditors or be adjudicated
bankrupt or have a receiver appointed over all or any assets or go into liquidation (whether
voluntary or otherwise) other than as part of a bona fide amalgamation or reconstruction without
insolvency, the other Party may terminate this Agreement immediately by notice.
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6.4 Without prejudice to the generality of the foregoing, the Service Recipient may terminate this
Agreement immediately by giving notice to the Service Provider if:
(i)
the legal or beneficial ownership or control of the Service Provider changes in a material way.
Any change in the legal or beneficial ownership or control of the Service Provider shall be
immediately notified in writing to the Service Recipient by the Service Provider. For the
purposes of this sub-clause "control" shall mean the ability of a person or corporation to ensure,
whether through ownership of shares or otherwise, that the affairs of the Service Provider are
conducted in accordance with the wishes of such person or corporation;
(ii) the Service Provider fails to comply with any terms of this Agreement; or
(iii) any representation or warranty given by the Service Provider is false or misleading in any
respect.
6.5 Notwithstanding the provisions of this Agreement, the Service Recipient reserves its right at all
material times to procure the Services from a third Party if the Service Provider engages in any
action which in the Service Recipient's discretion would threaten any adverse legal
consequences for the Service Recipient and in such a situation, the Service Recipient may
terminate this Agreement without incurring any liability to the Service Provider.
6.6 Notwithstanding anything contained in this Agreement, at any time during the term of this
Agreement, either Party shall have the right to terminate this Agreement without assigning any
reason therefor by giving three (3) calendar months written notice to the other side.
7.
CONFIDENTIALITY
7.1 During the term of this Agreement and for [ten (10)] years thereafter, neither Party shall use or
reveal or disclose to third parties any Confidential Information of the other Party (whether
developed by either Party in the performance of activities in furtherance of this Agreement or
otherwise) without first obtaining the written consent of the disclosing Party, except as may be
otherwise provided herein.
7.2 This confidentiality obligation shall not apply to such Confidential Information which:
i.
is or comes within the public domain (other than through any breach of this Agreement
howsoever caused);
ii.
is required or requested to be divulged to any court, tribunal, governmental or regulatory
authority with competent jurisdiction;
iii.
is disclosed on a confidential basis for the purpose of obtaining professional advice (provided
that the advisers are bound in like terms as in this Agreement to keep such Confidential
Information confidential); or
iv.
is disclosed to the receiving Party by a third party authorized to disclose such Confidential
Information.
7.3 The Parties shall take reasonable measures to ensure that no unauthorized use or disclosure is
made by the others to whom access to such Confidential Information is granted, and shall limit
the duplication and distribution amongst its employees of the Confidential Information to the
minimum necessary for the proper implementation of the Agreement.
8.
RELATIONSHIP OF THE PARTIES
The Parties agree that the Service Provider is an independent contractor, and nothing contained
herein shall be construed as constituting any relationship with the Service Recipient other than
that of owner or independent supplier, nor shall it be construed as creating any relationship
whatsoever between the Service Recipient and Service Provider's employees or Subcontractors.
Neither the Service Provider nor any of its employees shall be deemed to be employees of the
Service Recipient. No representations will be made or acts taken by the Service Recipient or the
Service Provider (as applicable) which could establish any apparent relationship of agency, joint
venture or partnership and neither Party shall be bound in any manner whatsoever by any
agreements, warranties or representations made by the other Party to any other person or with
respect to any other action of the first Party.
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9.
NOTICE
Any notice given in accordance with this Agreement shall be in writing and shall be properly
served if sent by fax, confirmed by registered mail or delivered by hand to the address or fax
number of the relevant Party set out below, and shall be deemed to have been received and be
effective (i) upon receipt by the Party to which the notice is given, or (ii) five (5) days following
dispatch of such notice, whichever occurs first:
If to the Service Provider:
Address: Defence Phase 6 Shop No 01 Karachi.
Fax: 021-37654321
E-mail: nanhua@gmail.com
If to the Service Recipient:
Address: Port Road, Keamari, Karachi,
Fax: 021-31234567
E-mail: cosco@gmail.com
10. SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS
Termination or expiry of this Agreement shall not release either Party hereto from any liability
or right or action which at the time of termination or expiry has already accrued to either Party
hereto, which may thereafter accrue in respect of any act or omission prior to such termination
or expiry or which is either expressly or impliedly intended to survive termination or expiry of
this Agreement.
11. COMPENSATION
11.1 In the event that the provision of the Services falls behind the timelines stipulated in Schedule
1, the Service Provider shall be liable to pay delay liquidated damages to the Service
Recipient in accordance with Schedule 3 hereof, for each day of delay.
11.2 In the event the Services are not of the standards required by this Agreement, including inter
alia Schedule 1 hereof, the Service Provider shall be liable to pay performance liquidated
damages to the Service Recipient in accordance with the methodology specified in Schedule
3 hereof.
11.3 The liquidated damages provided herein are a reasonable estimate and forecast of the actual
costs, losses and expenses the Service Recipient will incur as a result of events listed above
and do not constitute a penalty. The Parties, having bargained in good faith for such specific
damages, are estopped from contesting the adequacy, validity or enforceability of such
damages.
11.4 The imposition of any liquidated damages in accordance with this Clause 11 shall be without
prejudice to the right of the Service Recipient to terminate this Agreement and shall not
discharge the Service Provider from any of its duties, obligations or liabilities under this
Agreement.
12. NON-COMMITMENT
Neither Party shall be authorized to incur any expenditure or cost for the other without the
prior written consent of the other, except as otherwise expressly provided herein.
13. ASSIGNMENT
13.1 The Service Provider's rights and obligations under this Agreement may not be assigned or
sub-contracted in whole or in part without the prior written consent of the Service Recipient
such consent not to be unreasonably refused, withheld or delayed.
13.2 The Service Recipient shall have the right to assign or sub-contract its rights and
obligations under this Agreement.
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14. PREVIOUS AGREEMENTS
This Agreement supersedes all previous agreements, understandings and negotiations
between the Parties, whether written or oral, in respect of the subject matter hereof. To avoid
doubt, this Clause shall be without prejudice to those provisions expressed or intended to
survive termination or expiry of those agreements (such as those regarding trademarks and
confidentiality) which shall continue to apply notwithstanding this provision.
15. AMENDMENTS
All amendments to this Agreement shall be in writing and signed by both Parties hereto.
16. SEVERABILITY
If any provision of this Agreement is or is held by any court or tribunal of competent jurisdiction
to be void or unenforceable through illegality or otherwise, such Clause shall be amended to
the minimum extent necessary to render such Clause valid or enforceable. If such amendment
is not possible without materially altering the intended effect of such Clause, the Clause shall
be deleted and the remainder of this Agreement, provided the Agreement's intended effect has
not been frustrated by such amendment, shall continue in force unaffected.
17. DISPUTE RESOLUTION AND ARBITRATION
17.1 If, at any time, any disagreement or dispute ("Dispute") arises between the Parties out of or in
respect of this Agreement, the Parties in Dispute shall endeavor to settle such Dispute
amicably. If the Parties in dispute have not resolved within thirty (30) days of any Party raising
such Dispute, either Party may request by written notice to the other Party (and the other Party
shall be bound to agree) that the Dispute shall be finally settled by arbitration in accordance
with the Arbitration Act, 1940 before a sole arbitrator who shall be a retired judge of the
Supreme Court of Pakistan as may be agreed by and between the Parties.
17.2 In case the Parties cannot agree on a sole arbitrator within thirty (30) days after receipt of a
request by a Party for arbitration (such thirty day period to run after the expiry of the thirty (30)
day period mentioned earlier in this clause), then the Parties shall each appoint an arbitrator
and such arbitrators shall before entering upon the reference, appoint an Umpire who shall
be a retired judge of the Supreme Court of Pakistan to adjudicate in case of disagreement
between the arbitrators. The award of the arbitrators/Umpire shall be final and binding upon
the Parties who shall give full effect thereto. The arbitration shall be conducted at Karachi in
the English language.
18. GOVERNING LAW
This Agreement shall be governed by the laws of Pakistan and the courts in Karachi shall
have non-exclusive jurisdiction.
19. DOUBLE JEOPARDY
Neither Party shall be able to recover in respect of any loss or damage ("loss") caused by
reason of any breach of any of the terms and conditions of this Agreement to the extent that
such Party has recovered that loss from any third party or under any other term of this
Agreement or any other document referred to herein and accordingly a party may only recover
once in respect of the same loss.
If a Party ("the paying Party') pays to the other Party (the "receiving Party") any amount under
this Agreement in respect of any claim under this Agreement and the receiving Party is able
to recover any sum from any third party (including any insurer) in respect of that claim, the
receiving Party shall use all reasonable endeavors to so recover any such sum and shall
repay to the paying Party so much of the amount paid by the paying Party as is equal to any
sum recovered after allowing for the reasonable costs and expenses of the receiving Party
reasonably incurred by it in recovering such sum. Provided that in the event that the receiving
Party elects not to recover any such sum from third party, the paying Party shall be entitled at
its cost to require the receiving Party to assign such claim to it.
20. COUNTERPARTS
This Agreement may be drawn up and executed by the Parties in any number of counterparts
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and each executed counterpart shall be deemed to be an original but taken together, they shall
constitute one instrument.
21. WAIVER
Any failure or forbearance on the part of either Party to enforce its rights under this Agreement
shall not constitute a waiver of that Party's right to exercise its rights in respect of the same
or to exercise any subsequent waiver at a future date, which rights shall remain in force
unaffected in all respects.
22. ANTI-CORRUPTION AND ANTI-BRIBERY
22.1 The Service Provider represents and warrants that:
i.
it is not subject to any claim or litigation under the Anti Bribery Laws; and
ii.
it has in place (and has had in place at all relevant times) adequate procedures designed to
prevent any officer, agent or employee of the Service Provider, or any other person who performs
the Services for or on behalf of the Service Provider, from undertaking any conduct which could
result in the Service Provider committing an offence under Anti-Bribery Laws, and to the best of
its knowledge such procedures have been complied with.
For the purposes of this Clause, “Anti-Bribery Laws” means all applicable law relating to antibribery or anti-corruption.
22.2 The Service Provider shall ensure that it shall not (and its employees, agents and other officers
involved in the provision of the Services shall not):
(a) Offer, promise, give or authorize, directly or indirectly, any bribe or kickback to or for the benefit
of any person (whether in private or public office) in order to obtain any improper business or
other improper advantage for the Service Recipient;
(b) Solicit, accept or receive (whether for the Service Recipient’s benefit, the Service Provider’s
benefit, their own benefit or that of their family, friends, associates or acquaintances) any bribe
or kickback from any person (whether in private or public office) in return for providing any
improper business or other improper advantage in relation to the Service Recipient’s business;
(c) Otherwise use illegal or improper means (including bribes, favours, blackmail, financial
payments, inducements, secret commissions or other rewards) to influence the actions of
others; or
(d) Act as an intermediary for a third party in the solicitation, acceptance, payments or offer of a
bribe or kickback.
22.3 The Service Provider shall ensure that its employees, agents and officers shall exercise
common sense and judgment in assessing whether any arrangement could be perceived as
inappropriate or corrupt.
22.4Any breach of this Clause 22 shall entitle the Service Recipient to immediately terminate this
Agreement.
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IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first
before written.
For and on behalf of
Service Provider (Nanhua Cool Services)
___________________________
Name:
Designation:
CNIC:
For and on behalf of
Service Recipient (Cosco Terminals Limited)
___________________________
Name:
Designation:
CNIC:
WITNESSED BY:
1. _____________________
___________________________
___________________________
___________________________
2. _____________________
___________________________
___________________________
___________________________
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SCHEDULE 1
SCOPE OF WORK
Service Recipient requires services for installation, maintenance & repair work of Air Conditioners units
to be provided at Quay Cranes (QC), Rubber Tire Gantry Cranes (RTGC), Reach Stackers (RS),
Empty Container Handlers (ETH), Terminal Tractors (TT) and Service Trucks round the clock 365 days
24/7 basis.
Details of Air Conditioners Units and Equipment On Which Services Are Required:
A/C’s Description
Total
S.
No. of
Equipment Description
No.
No.
Equipment
Type
Quantity
Location
Capacity
Of
A/C
Cassette
5 x 11
55
E-House
1.5 Ton
1 x 11
11
PLC Room
1 Ton
1
Quay Cranes (QC)
11
Split
Operator
1 x 11
11
1.5 Ton
Cabin
2 x 31
62
E- House
1.5 Ton
Rubber Tyre Gantry
2 x 31
62
Hybrid Room 1.5 Ton
2
31
Split
Cranes (RTGC)
Operator
1 x 31
31
1 Ton
Cabin
Engine
Reach Stackers
Compartment
3
5
Automobile
5x1
5
& Operator
(RS)
Cabin
Engine
Empty Container
Compartment
4
7
Automobile
7x1
7
Handlers (ETH)
& Operator
Cabin
Engine
Compartment
5
Terminal Tractors (TT)
85
Automobile
85 x 1
85
& Operator
Cabin
Engine
Water Bowser, Diesel
Compartment
6
Bowser and Workshop
3
Automobile
3x1
3
& Operator
Van
Cabin
Grand Total
332
Details of Services to be provided:
a. Service Recipient shall provide competent staff to carry out the installation, repair and maintenance
work.
b. It is responsibility of Service Provider to provide enough manpower to perform scheduled job.
c. Regular check of all Air-Conditioners mentioned in given check lists.
d. Air Conditioning Services to be performed but not limited to as per mentioned Scope of Works in tender
& as per instructions of SAPT supervisor.
e. Supervisor engaged by the Contractor shall work in coordination with Service Recipient Supervisor.
f. Air blowing and/or washing of Condenser units are as per physical condition.
g. Pay particular attention to the outdoor units of crane’s air conditioners as they are subject to heavy
corrosion. Take preventive measures, such as cleaning/washing of cabinets with fresh water to prolong
life.
h. Carry out repairs and replacement Works whenever necessary e.g. changing of evaporator,
condenser, compressor and other parts.
i. Charging of refrigerant gas in the compressors as needed.
j. Apply special paint coating on Air-Conditions to safeguard against corrosion.
k. Maintain Log / record of each Preventive Maintenance (PM) and services carried out on the equipment.
l. Submit the status of all Air-Conditioners and activity report on daily basis to Engineering Shift Leader.
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m. The Service Provider shall provide all required tools, equipment & safety gadgets (PPEs) to their staff.
n. The Service Provider shall provide the duty roster of their staff to SAPT supervisor on monthly basis.
o. In case of break-downs during night shifts, the Contractor shall be responsible for the trouble shooting
of faults with response time of maximum 2 hours. Furthermore above trouble shooting will not be
allowed more than three (3) times a month. If frequency exceeds three (3) times a month, the Service
Provider will bear the additional cost subject to fault encountered due to lack of scheduled
maintenance. Service Provider shall not pay any additional cost for the breakdowns occurred due to
accidental damages.
p. Service Provider staff has to follow all the safety rules and regulations of the terminal.
q. Service Provider shall dispose-off all waste material/ scrape as per Cosco policy and procedure.
r. Service Provider have to perform any other jobs as instructed by engineering shift leader/ Section
heads/Senior Engineering staff members.
s. In case any tools get damaged or misplaced, the Service Provider will have to provide their
replacement or has to complete its counting as mention in Annexure "B".
t. Service Provider shall provide a comprehensive part list of each air conditioner mentioned in annexure
“A” within two weeks of Agreement award.
u. Service Provider is required to furnish schedule of work, list of tools and equipment which are required
to carry out the jobs on site.
v. Service Provider shall deploy not less than 11 resources for maintenance jobs. At least 25% of
resources should be qualified and having diploma in RAC (refrigeration & air conditioning) with relevant
experience of more than 5 years.
w. All resources should be well trained and having relevant experience in which 75% of resources should
have relevant experience of more than 5 years.
x. Services shall be required round the clock for troubleshooting.
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Frequency of services to be provided for the air conditioners of QC and RTGC are as under:
S.No
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Tasks
1
Power Supply and Units Amps
2
Grill Temperature
3
Thermostat – test for proper operation, wiring, calibrate and level
4
Air Swing Motor
5
Inspect Condensing unit Cabinet for rust and level.
6
Inspect / clean Condensing unit Pan
7
Inspect Out Door Fan blade
8
Clean air filter (as needed)
9
Inspect & clean Air Blades
10
Inspect and clean Evaporator Coil / Fins
11
Inspect & Clean Condenser Coil / Fins and remove debris
12
Room Temperature
13
Check Air Flow / Pressure
14
Refrigerant – test & monitor operating pressures. Inspect service ports.
15
Condenser Fan Motor
16
Electronic Power Pack and Relay
17
Electrical Wiring – inspect and tighten connections
18
Test/inspect contactors for burned, pitted contacts
19
Inspect electrical exposed wiring
20
Safety Devices – inspect for proper operation
21
Cleaning of Out Door Unit's Body
22
Check and recharge refrigerant, as needed
23
Check Blower Bearings also lubricate it.
24
Check Fan Motor Bearing also lubricate it.
25
Blower Motor – measure amperage and voltage for proper operation
26
Compressor – monitor, measure amperage and volt draw and wiring connections
27
Inspect and test Compressor Capacitor
28
Inspect and test Fan Capacitor
29
Check Compressor Terminal and Electrical Contact
30
Check Gas Pipe Insulation for energy loss
31
Check Suction and Discharge Valves for proper operation
32
Clean Water Drain System (if required)
33
Clean / Wash Condensing Unit – flush and treat with anti-algae
34
Electrical Disconnect Box – inspect for proper rating and safe installation
35
Anti-Rust Red Oxide Coating (if required)
36
Spray Painting of Unit (if required)
Frequency
Daily
Weekly
Monthly
Monthly services to be provided for the air conditioners of RS, EH and TT, Water Bowser, Fuel
Bowser and workshop Van are as under:
S.No
1
Check A/C system cooling.
2
Inspect fan/blower working at all speed.
3
Check fan/blower for any abnormal noise.
4
Check working of all dash board controls.
5
Check all belts for cracks, wear, and glazing.
6
8
Check for loose belts and automatic belt tensioner.
Check any leakage from A/C system hoses. Also check accumulation of dirt and oil, particularly at
connections and fittings.
Check Air Flow / Pressure
9
Thermostat- Check for proper operation.
10
12
Check A/C component mounting bolts for tightness.
Listen for rapid clicking or cycling noises at the compressor when the A/C is switched on. If yes,
Check refrigerant pressure.
Examine all A/C and cooling system hoses for cuts, abrasion, weak spots, and signs of leakage.
13
Make sure the condenser (in front of the radiator) is free of any obstructions. Inspect fins.
14
Wash the condenser unit.
15
Refrigerant – test & monitor operating pressures. Inspect service ports.
16
Electrical Wiring – inspect and tighten connections
17
Compressor clutch- any slippage, voltage and working.
18
Gas pipes leakage test
19
Inspect condenser tubes for dents & oil stain.
20
Check and recharge refrigerant, as needed
21
Compressor – monitor, measure amperage and volt draw and wiring connections
22
Wash Evaporator unit. Replace filter if needed.
23
Clean drain pan and drain hole.
24
Inspection of expansion valve. Check inlet line from dryer.
25
Inspection of receiver dryer
26
Inspection of accumulator
27
Add required amount of refrigerant compressor oil
28
Anti-Rust Red Oxide Coating (if required)
29
Spray Painting of Units (if required)
30
Charge system with recommended refrigerant type and capacity.
31
Replace receiver dryer filter
7
11
Page 13 of 19
Tasks
Tools & Equipment
The Service Provider shall provide and keep tools and equipment including but not limited to the
following items at the ACs Maintenance Workshop for the installation, maintenance and repair work of
Air Conditioners installed at QC, RTGC, RS, ETH, TT and Service vehicles.
S.No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
Page 14 of 19
Tools, Equipment
Oxygen gas cylinders complete set with regulator, hoses (Large)
Oxygen gas cylinders complete set with regulator, hoses. (Small)
LPG gas cylinders complete set with regulator, hoses (Large).
LPG gas cylinders complete set with regulator, hoses (Small).
Nitrogen gas cylinders complete set with regulator, hoses for AC system flushing
Protective goggle s and gloves
Vacuum pump for evacuating A/C system (2.5)
Vacuum pump for evacuating A/C system (1.5)
Condenser comb
Measuring tape 100 feet
Tube cutter 3/16 inches to 5/8 inches (Small)
Tube cutter 3/16 inches to 1 inches ( large )
Flaring tool set complete 3/16 inches to 1 inches
Soldering iron 60 Watts
Soldering sucker
Philips screw driver large 18 inches
Flat screw driver large 18 inches
Insulated pliers
Wire cutter
Nose pliers
Mechanical pliers (Medium & large)
pump pliers ( medium) ( Large)
Grip pliers
Punch Pliers
Complete set of spanners
Socket wrench set ( Small ) ( Large)
Electric water pressure pump for washing of AC system
10 foot telescopic high twin step aluminum ladder
GI Bucket
Digital tong tester
Drill machine 1/2 inches chuck with complete bits.
Hilti Drill machine with complete bits suitable for installation of ACs.
Welding torch
Chisels Small , medium , extra long
Steel squire medium
Pipe wrench Small, medium
Portable air blower
File set complete
Level (12 inches)
Hack saw iron
Hammer Small, Large
Manifold gage Low pressure & high pressure with complete accessories
Adjustable spanner set small, medium ,large,
L- Keys complete set.
Tin cutter Small, and medium
Rubber hammer, medium
Rope
Complete tool bags sufficient for complaint Handling, including but not limited to the
following items:
Pliers, Cutter pliers, nose pliers, mechanical pliers, grip pliers, screw driver set complete,
adjustable spanner small, medium ,large, spanner fix type 25/26, 24/27 , Flaring tool set
complete, hammer small, I- keys complete set, flat file,level6 Inches, digital tong tester,
measuring tape 6 feet, pipe benders 1/2, 3/8 ,5/8, Tester small, manifold gage low &
high pressure, with complete accessories , Tube cutter/8 1 1/8 inch.
Quantity
3
2
2
2
2
Each 6
1
1
6
1
2
2
1
2
2
2
2
1
1
1
Each 1
1
Each 1
2
1
Each 1
1
2
3
1
1
1
3
Each 6
1
Each 1
4
1
1
2
Each 3
01 set
01 set
01 set
Each 1
1
1
As per
requirement
SCHEDULE-2
FEES
The Service Recipient shall pay the Fees provided herein below to the Service Provider, in relation to
the Services listed in Schedule 1 hereto.
Description
Per Month (PKR)
Monthly Service Charges as per SOW Schedule 1
For Quay Crane
88,480/-
Monthly Service Charges as per SOW Schedule 1
For RTG Cranes
205,400/-
Monthly Service Charges As per SOW Schedule 1
For Ground & other supporting Equipment
116,800/-
Grand Total (Monthly Charges)
410,680/-
Note:
 Rates are exclusive of 13 %SST.
a) The Fees shall be paid by the Service Recipient to the Service Provider in accordance with the
invoices submitted from time to time by the Service Provider. The invoices shall be duly verified by
the Service Recipient. In case of any discrepancy, the Service Recipient shall inform the Service
Provider within 3 (three) calendar days of receipt of the invoice and the discrepancy shall be settled
amicably. In the event the dispute is not settled amicably within 7 (seven) calendar days, the
changes in invoices (if any) made by the Service Recipient shall be final and binding on the Service
Provider.
b) The payments against invoices shall be paid within 30 (thirty) days of receipt of invoices, after
being duly verified by the Service Recipient.
c) All payments to be made hereunder by the Service Recipient to the Service Provider hereunder
shall be made in Pak Rupees by crossed cheque, after withholding such amounts as may be
prescribed, from time to time, by the applicable laws of Pakistan.
Page 15 of 19
SCHEDULE 3
LIQUIDATED DAMAGES
Services
Lot
(1).
Base Services
Repair & Maintenance
Services for Air conditioners
for Container Handling
Equipment.
Service Commencement Date
Liquidated
Damages for Late
Commencement
of Contract
The service to be commenced PKR 10,000/- per day
from 1st - Jan-2023
but to a maximum of
10% of
the
total
Agreement Price
a) In case the Service Provider fails to perform any assigned task, Service Recipient may not only
deduct the cost of the particular task, but also has a right to charge Liquidated Damages of up to
50% of incomplete work price depending upon condition.
b) In case any resource is unavailable/ absent, deduction from the monthly bill shall be made @ PKR
750/- per day per resource for each absence. If a resource is unavailable/ absent for three or more
consecutive days, additional penalty of PKR 250/- per day shall be imposed in addition to PKR
750/- for the entire duration of absence.
Page 16 of 19
SCHEDULE 4
INSURANCE
Third-Party Liability Insurance
Insured:
-
Period:
From the date of Agreement until the issue of the Final Acceptance
Certificate followed by a 12 months defects liability period of insurance
up to and until the issuance of the last defects liability certificate.
Territory:
Pakistan.
Jurisdiction:
Pakistan.
Coverage:
-
Company.
Service Provider.
Accidental death, bodily injury to any person.
Accidental damage to third party property arising out of the
performance of the Agreement and
Legal costs and expenses payable in addition to the Limit of
Indemnity.
Limit of Liability:
Not less than US$50,000 per occurrence.
Retained Limits:
Not to exceed US$1000 in respect of property damage only. None for
death or bodily injury.
Additional Coverage:
(1)
(2)
(3)
(4)
(5)
Sudden and accidental pollution
Cross liability
Waiver of subrogation rights against each Insured
Contractual Liability
90 days’ notice of Cancellation or Suspension by insurer or insured it being required
that such Notice is always given to the Company
Major Exclusions:
(1) Radioactive contamination, nuclear risks
(2) War, civil war, insurrection
(3) Employers liability (but worker to worker covered)
If there is/are any further exclusion(s), it has to be agreed by the Company.
THIRD PARTY LIABILITY
The Service Provider will ensure to obtain third party liability insurance covering bodily injury,
death and property damage risks. Such insurance to be specifically endorsed to the names of
COSCO Terminals Limited, to include contractual liability coverage for this Agreement and to
have minimum limit of Rs.5 million.
Page 17 of 19
SCHEDULE 5
SAFETY AND SECURITY POLICY
COSCO Terminals takes the matter of safety and security very seriously and has formulated the
following rules, which are applicable to all persons, whether employees, visitors, Contractors
or Contractors’ workmen. All persons visiting or working at the Terminal are subject to these rules
and are required to abide by them.
a. It must be understood that the Terminal is a hazardous place by the very nature of
its operations. Cranes, trucks, trailers and other heavy lifting machinery is in operation
at all times. Therefore, all persons, irrespective of their purpose in entering the Terminal,
must be aware of the risks involved in entering such an area; and must proceed with
utmost caution, and must remain alert at all times for their own personal safety.
b. Persons entering and working at the Terminal should pay particular attention to all Safety
Signs and Cautionary Notices posted at various locations at the Terminal.
c. Use of bicycles is forbidden inside the Terminal.
d. All Persons on foot are advised to use the Pedestrian Walkways, which are clearly indicated
with painted zebra crossing sign on the pavement.
e. Safety Helmets must be worn by all persons entering Hard Hat areas. All areas in
the vicinity of cranes, RTGs and other machinery are hard hat areas.
f.
Smoking or use of naked lights is strictly forbidden at the Terminal. Any person violating
this rule will be summarily removed from the Terminal. A fine may also be imposed on
any such person.
g. Any vehicles used by the Service Provider in the port area shall be equipped with a
flashing orange light (to be provided by the Service Provider). The Service Provider shall
note that only plant and work vehicles on legitimate business shall be permitted to enter
the port area. Personal vehicles owned by Service Provider’s operatives shall be left in
the Terminal’s vehicle parking area. Security identification badges shall be issued by
the employer and are to be worn by the entire Service Provider’s staff and operatives
at all times.
h. Additional responsibility rests on Contractors providing services or undertaking any repair
services at the Terminal, whether Civil, Electrical or others. Contractors undertaking any
such work at the Company site shall ensure that all their workmen, engaged to work at
the Terminal, are duly instructed, in the interest of their own personal safety, in safety
rules in force at COSCO Terminals.
i.
Page 18 of 19
Before commencement of any repair work at the terminal, the Service Provider must
mark and isolate the work area using Traffic Cones, which will be provided by the
Terminal authorities on demand, and yellow tape to ensure safety of his workmen. If the
work area falls in way of vehicular traffic, the Service Provider must ask the terminal
authorities for empty containers to provide a safety barrier
j.
Under no circumstances shall the Service Provider deploy his workmen and proceed with
any work before the required safety measures have been put in place.
k. No Service Provider shall resort to any short cuts in violation of established Safe
Practices and Methods, or use improper / makeshift tools, protective gear or clothing
to the detriment of his workmen’s safety.
l.
Any person found in willful violation of the above rules shall be removed from the terminal
forthwith.
m. In the event of any injury, sustained by any contract worker, while at work at the Terminal,
it shall be the responsibility of the respective Service Provider to provide the necessary
medical help to the injured person, including first aid and/or hospitalization.
n. The company shall accept no liability or responsibility for any injury or fatality of any of
Service Provider’s workmen.
I have read and understand all the above scope of work, terms and conditions and security
policy and ensure to follow all these.
Page 19 of 19