MID FORM CONTRACT TERMS AND CONDITIONS (OPERATIONS)
This Contract consists of the signed Purchase Order, the following terms and conditions, all
attachments, drawings, standards, specifications and other documents referenced in the
Purchase Order or in any of the referenced documents.
The following Terms and Conditions are included below:
Section I
General Terms and Conditions
Section II
Contract Price and Payment Provisions
Section III
Safety, Health and Environmental Requirements
Section IV
Settlement of Disputes, Arbitration and Choice of Law
Section V
Taxes, Duties and Related Obligations
Section VI
Quality
Any reference in this Contract to any of the Terms and Conditions listed above shall, in addition,
be considered a reference to any attachments to said Terms and Conditions and to all documents
referred to in said Terms and Conditions or attachments.
Should there be any conflict among the said Terms and Conditions and attachments, they shall
be resolved by applying the following order of precedence:
1.
Section I
2.
Section III
3.
Section IV
4.
Section V
5.
Section II
6.
Section VI
All notices, authorizations and approvals pertaining to this Contract shall be in writing. Except as
otherwise provided below, all notices between the parties shall be sufficient when delivered in
person or sent by facsimile, or by certified or registered mail, to the appropriate addresses as
shown in the executed Purchase Order.
I.
GENERAL TERMS AND CONDITIONS
1. CONTRACTOR'S GENERAL OBLIGATIONS
CONTRACTOR shall, in accordance with, and subject to, the terms and conditions of this
Contract:
1.1.
Perform the WORK described in this Contract or attachments thereto in accordance
with the specifications and standards set forth or referenced herein. CONTRACTOR
shall commence the work on or about the date shown on the front of this Contract and
shall pursue the work diligently to completion or until Contract termination.
CONTRACTOR shall immediately inform SAUDI ARAMCO of any likely cause of delay
and of any actual delays that have occurred.
1.2.
Except as may be specifically provided otherwise, supply all materials, tools and
equipment required for the performance of the WORK. All materials, tools and
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equipment supplied must comply with SAUDI ARAMCO standards and specifications.
In addition, materials identified as "Inspectable Materials" must be procured from SAUDI
ARAMCO-approved suppliers and inspected by SAUDI ARAMCO-approved inspectors.
1.3.
Provide all of the labor and supervision required to perform the WORK.
1.4.
Obtain all permits, licenses and other governmental authorizations, which are
necessary for the performance of the WORK.
1.5.
Appoint one or more Contractor Representatives for the duration of the WORK.
1.6.
Perform all other obligations, work and services which are required by the terms of this
Contract or which can reasonably be implied from such terms as being necessary for
the successful and timely completion of the WORK.
1.7.
Not Used.
1.8.
CONTRACTOR acknowledges that it has thoroughly investigated, or has had the
opportunity to do so, and satisfied itself as to all general and local conditions affecting
the work. CONTRACTOR's failure to do so will not entitle CONTRACTOR to any
additional compensation or relieve it from responsibility for completion of the work on
the agreed completion date.
1.9.
CONTRACTOR equipment and vehicles shall prominently display CONTRACTOR's
name and be maintained in a safe condition to standards acceptable by SAUDI
ARAMCO.
1.10. CONTRACTOR shall obtain SAUDI ARAMCO's permission before starting the work and
before leaving the work site on completion of the work. CONTRACTOR at all times shall
keep the place of work clean and orderly and shall dispose of trash as instructed.
1.11. CONTRACTOR shall not subcontract any part of the WORK without SAUDI ARAMCO's
prior written consent. CONTRACTOR shall be an independent contractor with respect
to the work under this Contract. Neither CONTRACTOR, any sub-contractor, nor the
personnel of either of them shall be deemed to be the servants, agents or employees
of SAUDI ARAMCO.
1.12. CONTRACTOR shall be fully registered in the SAUDI ARAMCO Contractor Passport
Application (in this Paragraph, the “Application”) on the effective date of this Contract
and at all times until full completion under this Contract. Further, CONTRACTOR shall
use the Application for all purposes apparent in the function of the Application and as
requested by the Company Representative. Failure to comply with registration in and
use of the Application as requested, including the upload of all personnel and
CONTRACTOR information required for the full function of the application, shall be
considered a material breach of this Contract.
2. CONTRACTOR'S PERSONNEL
2.1.
CONTRACTOR warrants that it shall have sufficient competent and fully qualified
supervisory and other personnel to perform the WORK in the manner and within the
time required by this Contract.
2.2.
In obtaining additional personnel to supplement its permanent staff in the performance
of the WORK, CONTRACTOR shall give preference to qualified Saudi Arab nationals.
2.3.
All CONTRACTOR personnel performing the WORK shall be physically fit and free from
communicable disease and shall submit to periodic medical examinations as deemed
necessary by SAUDI ARAMCO.
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2.4.
CONTRACTOR's expatriate personnel shall obtain the required passports, visas, and
permits necessary to enter into and to exit from Saudi Arabia.
2.5.
CONTRACTOR shall not, during the term of this Contract, offer employment to any
Saudi Arab national who is at such time an employee of SAUDI ARAMCO, without
SAUDI ARAMCO's prior written consent.
2.6.
All of CONTRACTOR's personnel shall have in their possession all required and
properly validated licenses or certificates prescribed by SAUDI ARAMCO or the Saudi
Arab Government for the performance of those parts of the WORK to which they are
assigned.
2.7.
CONTRACTOR's personnel shall comply with all applicable SAUDI ARAMCO Safety
and WORK regulations. This provision shall not relieve CONTRACTOR from
compliance with all relevant Saudi Arab Government Safety at WORK and Industrial
Hygiene Regulations.
2.8.
Upon SAUDI ARAMCO's written request, CONTRACTOR shall, at its own expense,
remove from assignment to the WORK any CONTRACTOR personnel determined
unsuitable by SAUDI ARAMCO and promptly replace them with personnel suitable to
SAUDI ARAMCO.
2.9.
CONTRACTOR specifically acknowledges its responsibility to its personnel pursuant to
the Labor and Workmen Law of the Kingdom of Saudi Arabia, and in particular its
obligations to its personnel with regard to the payment of overtime premiums when
applicable.
2.10. CONTRACTOR agrees to defend, indemnify and hold SAUDI ARAMCO harmless from
any claim, expense, loss, damage, fine or penalty incurred by, assessed against, or
demanded from, SAUDI ARAMCO as a result of CONTRACTOR's failure to fulfill the
obligations set forth in this Paragraph 2.
2.11. CONTRACTOR employees shall at all times behave correctly and be properly dressed
and shall display a suitable CONTRACTOR identification patch or badge.
CONTRACTOR employees shall have in their possession, all required and properly
validated licenses or certificates prescribed by the Saudi Arab Government or SAUDI
ARAMCO, as being necessary for the performance of the work to which they are
assigned, and shall be subject to trade tests as deemed necessary by SAUDI ARAMCO.
2.12. All applicable trade and technical personnel provided to conduct maintenance and/or
reliability WORK within SAUDI ARAMCO facilities under this Contract must be qualified
in accordance with SAUDI ARAMCO GI 1000.000. Without limiting the foregoing, only
personnel that possess appropriate, valid qualification assurance certificates issued by
a SAUDI ARAMCO approved training center will be permitted to work in SAUDI
ARAMCO facilities.
3. CONTRACTOR'S EQUIPMENT
3.1.
All of CONTRACTOR's equipment shall be in good operating condition and suitable for
the safe and efficient performance of the WORK. All such equipment shall be subject
to inspection and approval from time to time by SAUDI ARAMCO. Any such equipment
which is rejected as not conforming to the foregoing shall be promptly removed from the
WORK by CONTRACTOR and replaced with equipment acceptable to SAUDI
ARAMCO without additional cost to SAUDI ARAMCO and without delay in completion
of the WORK.
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3.2.
CONTRACTOR shall obtain all licenses and customs clearances for the importation of
CONTRACTOR's equipment.
4. SAUDI ARAMCO'S GENERAL OBLIGATIONS
SAUDI ARAMCO shall, in accordance with and subject to the terms and conditions of this
Contract:
4.1.
Pay CONTRACTOR the Contract Price set forth herein.
4.2.
Perform all of SAUDI ARAMCO's obligations in such time and manner as to facilitate
the orderly prosecution of the WORK.
4.3.
Obtain all permits, licenses, and other governmental authorizations which must be
obtained in SAUDI ARAMCO's name and which are necessary for the performance of
the WORK.
4.4.
Allow CONTRACTOR access, subject to SAUDI ARAMCO's normal security control and
safety procedures, to the WORK Site as required for the orderly performance of the
WORK.
4.5.
Appoint one or more Company Representatives; and perform all other obligations
required of it by the terms of this Contract.
5. WARRANTIES AND REMEDY OF DEFECTS
5.1.
CONTRACTOR warrants that it shall perform the WORK with the highest degree of
diligence and dispatch, in a first class and safe manner and in strict accordance with
the specifications set forth in this contract. CONTRACTOR further warrants that all
CONTRACTOR supplied materials, tools and equipment shall conform to the
specifications set forth in this contract, shall be free of defects in material and
workmanship and fit for the purposes intended. If CONTRACTOR is unable to perform
the required WORK within the stipulated period, SAUDI ARAMCO may accomplish the
WORK which CONTRACTOR is unable to perform through any other person or
contractor it deems appropriate. SAUDI ARAMCO shall be entitled to set off against
amounts due CONTRACTOR those amounts payable to others on account of any
WORK performed by them in so far as such amounts exceed what would have been
paid to CONTRACTOR.
5.2.
Should SAUDI ARAMCO discover at any time within one (1) year after performance of
the WORK that either the WORK or CONTRACTOR supplied materials, tools and
equipment do not conform to the foregoing warranties, CONTRACTOR shall, after
receipt of notice from SAUDI ARAMCO, promptly perform or arrange for the
performance of any and all corrective work required to make the WORK or the materials,
tools or equipment conform to such warranties. Such corrective work shall be
performed at CONTRACTOR's expense.
5.3.
In addition to the above, CONTRACTOR, for SAUDI ARAMCO's benefit, shall obtain a
warranty pass through statement from all its Vendors.
5.4.
The rights and remedies of SAUDI ARAMCO provided by this Paragraph 5 are in
addition to any other rights and remedies provided by law or in equity or otherwise.
6. INSPECTION
6.1.
SAUDI ARAMCO shall be entitled to have its representatives present at all locations
where CONTRACTOR is performing the WORK, at any and all times, to review and
inspect all aspects of CONTRACTOR's performance of the WORK, including
CONTRACTOR supplied materials, tools and equipment.
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6.2.
Nevertheless, SAUDI ARAMCO's exercise of the rights given it under this Paragraph
shall in no way relieve CONTRACTOR of any of its obligations under this Contract.
7. LIABILITY
7.1.
Subject to the specific exclusions provided below, CONTRACTOR shall defend,
indemnify and hold SAUDI ARAMCO harmless from any and all claims, losses,
expenses or damages arising from, or related to, the injury to or death of, any person
and the damage to, or loss of, any property resulting from any and all acts or omissions
of CONTRACTOR or any of CONTRACTOR's personnel or agents.
7.2.
Unless caused by the willful misconduct of CONTRACTOR or its personnel or agents,
SAUDI ARAMCO shall release, indemnify, and hold CONTRACTOR harmless from all
claims for losses, expenses or damages resulting from the following: (A) Any damage
to SAUDI ARAMCO property to the extent that such damage exceeds the scope or limits
of insurance policies required to be purchased by CONTRACTOR pursuant to this
Contract and any other insurance coverage or contractual indemnities available to
CONTRACTOR and (B) Any damage to, or loss of, property (except CONTRACTOR's
property and the property of CONTRACTOR's personnel or agents) and injury to, or
death of, any person (except CONTRACTOR's personnel or agents) arising from the
operation of any motor vehicles assigned to CONTRACTOR by SAUDI ARAMCO.
CONTRACTOR or its agents shall not be liable to SAUDI ARAMCO, nor shall SAUDI
ARAMCO be liable to CONTRACTOR or its agents for any loss of use, profit or product
whether such loss is based, or claimed to be based, upon any breach of either party's
obligations under this Contract, or whether such loss is based, or claimed to be based,
upon any negligent act or omission of a party, its personnel, agents or appointed
representatives.
8. INSURANCE
CONTRACTOR shall carry and maintain at all times during the term of this Contract the
following forms of insurance:
8.1.
Employer's Liability Insurance with limits of no less than SR1,000,000 per accident; and
such Workmen's Compensation Insurance as shall be necessary and adequate to cover
all CONTRACTOR's personnel while engaged in the WORK.
8.2.
Comprehensive General Liability Insurance with limits of no less than SR2,000,000 per
occurrence for bodily injury and property damage during the course of the WORK. This
insurance shall not contain a provision or exclusion intended to specifically exclude
coverage for damages to SAUDI ARAMCO property.
8.3.
Automobile Liability Insurance covering CONTRACTOR's owned, non-owned and hired
vehicles, but excluding any motor vehicles assigned to CONTRACTOR by SAUDI
ARAMCO, with limits of no less than SR 2,000,000 per occurrence for bodily injury and
property damage.
8.4.
In all insurance coverage purchased by CONTRACTOR pursuant to this Paragraph,
CONTRACTOR shall have the insurance carriers waive all rights of subrogation against
SAUDI ARAMCO, its affiliated companies and any of their officers, directors,
employees, agents and appointed representatives. Comprehensive General and
Automobile Liability Insurance policies shall designate SAUDI ARAMCO as an
additional insured as regards SAUDI ARAMCO's liabilities for WORK performed by
CONTRACTOR pursuant to this Contract. Such policies shall contain a cross liability
clause so that SAUDI ARAMCO and CONTRACTOR are regarded as third parties to
each other.
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8.5.
SAUDI ARAMCO and CONTRACTOR agree that the insurance coverages listed under
Paragraph 8 of this Section are minimum coverages required to be purchased by
CONTRACTOR under this Contract. Should any loss occur for which CONTRACTOR
is responsible, CONTRACTOR shall, unless otherwise provided in this Contract, be
liable for the full amount of the loss including the amount in excess of CONTRACTOR's
insurance limits and including the amount of any deductible specified in
CONTRACTOR's insurance policy.
8.6.
If requested by SAUDI ARAMCO, CONTRACTOR shall have its insurance carrier(s)
furnish to SAUDI ARAMCO insurance certificates specifying the types and amounts of
coverage in effect and the expiration dates of each policy, and a statement that no
insurance will be canceled or materially changed without thirty (30) days prior written
notice to SAUDI ARAMCO. If requested by SAUDI ARAMCO, CONTRACTOR shall
permit SAUDI ARAMCO to examine the original insurance policies or, at SAUDI
ARAMCO's option, CONTRACTOR shall furnish SAUDI ARAMCO with copies of
insurance policies certified by the carrier(s) as being true and complete copies of the
original policies. SAUDI ARAMCO's approval of, or non-objection to, CONTRACTOR's
insurance certificates or policies shall not relieve CONTRACTOR of any obligation or
liability under this Contract.
9. CONFIDENTIAL INFORMATION
Except as authorized in writing by the disclosing party, neither party to this Contract nor their
personnel, agents or any subcontractor shall duplicate, use, or disclose any information
supplied by the disclosing party during the course of the WORK so long as, and to the extent
that, the information does not become part of the public domain, does not correspond to
information furnished or made known to the other party by a third party without restriction as
to its use, or was not within the other party's possession at the time of disclosure by the
disclosing party.
10. CLAIMS SETTLEMENT AND DISPUTES
10.1. CONTRACTOR shall inform SAUDI ARAMCO promptly following its occurrence or
discovery of any item or event which CONTRACTOR knows, or reasonably should
know, may result in a request for additional compensation under this Contract. SAUDI
ARAMCO and CONTRACTOR shall endeavor to satisfactorily resolve the matter and
should it not be disposed of to CONTRACTOR's satisfaction, CONTRACTOR shall
forthwith deliver a written notice of claim with all supporting documentation in triplicate
to SAUDI ARAMCO at the following address:
The Manager
Contracting Department
Attention: Supervisor, Claims & Estimating Unit
Saudi Arabian Oil Company
P.O. Box 1500
Dhahran 31311
Saudi Arabia
Failure to so notify SAUDI ARAMCO, or failure to supply SAUDI ARAMCO with
information sufficient to evaluate CONTRACTOR's position, may foreclose
consideration of any CONTRACTOR claim based on such item or event.
10.2. SAUDI ARAMCO will evaluate any claim submitted by CONTRACTOR in accordance
with Paragraph 10.1 above. Should CONTRACTOR and SAUDI ARAMCO be unable
to agree upon a settlement of any claim, SAUDI ARAMCO will advise CONTRACTOR
in writing of its determination. The matter shall then be treated as an unresolved dispute
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in accordance with the section entitled "SETTLEMENT OF DISPUTES, ARBITRATION
AND CHOICE OF LAW" below.
10.3. Should any dispute arise between SAUDI ARAMCO and CONTRACTOR during
CONTRACTOR's performance of the WORK, CONTRACTOR shall, unless SAUDI
ARAMCO directs otherwise, continue to perform the WORK and any additional WORK
which SAUDI ARAMCO may direct CONTRACTOR to perform.
11. CONFLICT OF INTEREST
CONTRACTOR shall not pay, offer or accept, and warrants that it has not paid, offered or
accepted, directly or indirectly, any money, personal services, business entertainment of
significant value, credit or any other thing of value, to or from SAUDI ARAMCO or its
employees in order to influence the award of this Contract or any other contract that has or
may be awarded by SAUDI ARAMCO, or their terms, performance, administration, extension
or termination.
12. SUSPENSION OF WORK
12.1. SAUDI ARAMCO may at any time, with or without cause, suspend performance of the
WORK or any part thereof by giving CONTRACTOR prior notice specifying the WORK
to be suspended and the effective date of such suspension. CONTRACTOR shall
cease all activity on suspended WORK on the effective date of suspension but shall
continue to perform any unsuspended WORK. CONTRACTOR shall take all actions
necessary to maintain and safeguard SAUDI ARAMCO materials and equipment
related to the suspended WORK. SAUDI ARAMCO shall not be liable for loss of
anticipated profits, or for any damages, or any other costs incurred with respect to
suspended WORK during the period of suspension, provided that when the suspension
is without cause SAUDI ARAMCO shall pay such reasonable, auditable and verifiable
costs which are: (A) Incurred for the purpose of safeguarding materials and equipment
in transit to, or at, the WORK Site; (B) Incurred for such CONTRACTOR personnel, or
for such CONTRACTOR equipment, which CONTRACTOR continues to maintain, at
SAUDI ARAMCO's request, at the WORK Site; and (C) Otherwise reasonable and
unavoidable costs of suspending the WORK and of reassembling personnel and
equipment.
12.2. SAUDI ARAMCO may, at any time direct CONTRACTOR to proceed with all, or any
part of, the suspended WORK by giving notice to CONTRACTOR specifying the part of
WORK to be resumed and the effective date of the resumption. Suspended WORK
shall be promptly resumed by CONTRACTOR after receipt of such notice.
13. TERMINATION OF CONTRACT
13.1. Termination for Cause by Saudi Aramco
13.1.1. Should CONTRACTOR commit a substantial breach of this Contract, SAUDI
ARAMCO may demand, in writing, that the CONTRACTOR comply with the
terms thereof.
If within fourteen (14) consecutive days thereafter
CONTRACTOR fails to remedy the breach, SAUDI ARAMCO may, while the
breach remains un-remedied and without prejudice to the exercise of any other
rights or remedies which may be available to it, terminate this Contract or any
part of the WORK by giving CONTRACTOR written notice to that effect.
Should CONTRACTOR commit an act of bankruptcy, or seek legal or equitable
relief for reasons of insolvency, or become unable to meet its financial
obligations, SAUDI ARAMCO may, without prejudice to the exercise of any
other rights or remedies which may be available to it, terminate this Contract
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for cause or any portion of the WORK by giving CONTRACTOR notice to that
effect. Any termination pursuant to this Paragraph shall become effective on
the date specified in SAUDI ARAMCO's notice of termination but in no event
prior to CONTRACTOR's actual receipt of such notice.
13.1.2. On the day on which termination becomes effective, CONTRACTOR shall stop
performance of the terminated WORK. SAUDI ARAMCO shall then be entitled
to complete the terminated WORK either itself or through others, and also
retain all amounts which are due and owing to CONTRACTOR under this or
any other contract between the parties until the damages to SAUDI ARAMCO
resulting from CONTRACTOR's breach of Contract, including its reasonable
and verifiable costs of completing the terminated WORK, have been
determined. If the cost to SAUDI ARAMCO of completing the terminated
WORK is greater than the compensation SAUDI ARAMCO would have paid
CONTRACTOR for completing such WORK pursuant to this Contract, then
SAUDI ARAMCO shall deduct the difference from the retained amounts. If the
difference exceeds the retained amounts, CONTRACTOR shall pay SAUDI
ARAMCO that difference less the retained amounts.
13.2. Termination for Convenience
SAUDI ARAMCO may terminate this Contract at any time by giving thirty (30) days'
notice in writing to CONTRACTOR. Upon receipt of such notice, CONTRACTOR shall
immediately stop performance of the WORK, unless otherwise directed by SAUDI
ARAMCO, and demobilize. Upon any termination of this Contract in accordance with
this Paragraph 13.2, SAUDI ARAMCO shall pay CONTRACTOR only for the work
actually performed and accepted. Such payments shall be in full and final settlement of
all payment to be made by SAUDI ARAMCO to CONTRACTOR by reason of this
Contract.
14. CHANGES
SAUDI ARAMCO may at any time make changes in the work if such changes are within the
general scope of the Contract. If these changes cause an increase or decrease in the cost of
the work to be performed under this Contract or in the time required for its performance, an
adjustment in the price and/or the completion date shall be made by mutual agreement. Such
changes shall be effected by canceling this Contract and issuing a new contract bearing the
same contract control number and incorporating the necessary changes and CONTRACTOR
shall carry out the work as changed.
15. CONTRACTOR OBLIGATIONS UPON SUSPENSION OR TERMINATION
CONTRACTOR shall minimize all costs to SAUDI ARAMCO resulting from such termination
or suspension. Unless otherwise directed in writing by SAUDI ARAMCO, CONTRACTOR
shall enter into no further contracts or other obligations, and shall immediately make every
reasonable effort to terminate or suspend, contracts or other obligations, other than as may
be required to complete those portions of the WORK not suspended or terminated. If SAUDI
ARAMCO so directs, CONTRACTOR shall execute and deliver all documents required to fully
vest in SAUDI ARAMCO CONTRACTOR's rights in contracts and other obligations.
CONTRACTOR shall take action that may be necessary, or that SAUDI ARAMCO may direct,
for the protection and preservation of WORK in progress.
16. FORCE MAJEURE
16.1. If either party is rendered unable, wholly or in part, by force majeure to perform its
obligations under this Contract, it is agreed that performance of such obligations by
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such party, so far as they are affected by force majeure shall be excused from the
inception of any such inability until it is corrected, but for no longer period. The party
claiming an inability to perform shall immediately after the occurrence of the force
majeure, notify the other party orally of the nature, date of inception and expected
duration of the force majeure and the extent to which it will prevent the party giving such
notice from performing its obligations under this Contract. The party giving notice shall
confirm such notification in writing as soon as practicable. The party claiming inability
to perform shall promptly correct such inability to the extent it may be corrected through
the exercise of reasonable diligence.
16.2. The term "force majeure" as used in this Contract shall mean any act, event, cause or
occurrence rendering a party unable to perform its obligations which is not within the
reasonable control of such party. CONTRACTOR and SAUDI ARAMCO specifically
agree that any inability to obtain Iqamas or visas or renewals of Iqamas or visas for
expatriate workers shall not constitute force majeure and shall not constitute a basis for
claims for extensions of WORK schedule or costs, or both, under this Contract.
16.3. Should the WORK be delayed for more than thirty (30) days as a result of force majeure,
SAUDI ARAMCO shall either suspend the WORK affected pursuant to Paragraph 12 of
this Section or terminate this Contract or the portion of the WORK involved pursuant to
Paragraph 13 of this Section. Except for certain costs incurred after the thirtieth (30th)
day as a result of termination or suspension of the WORK as specifically provided in
Paragraphs 12 and 13 of this Section, neither party shall be liable to the other for costs
incurred by the other as a result of any delay or failure to perform arising out of force
majeure.
17. PUBLICITY RELEASES
Should CONTRACTOR or any of its subcontractors desire to publish or release any publicity
or public relations materials of any kind concerning or relating to this Contract, CONTRACTOR
shall first submit such material to SAUDI ARAMCO for review. CONTRACTOR shall not
publish or release any such material without SAUDI ARAMCO's prior approval.
18. ARABIC TRANSLATION
Certain sections of this Contract may not have been translated into Arabic at the date of
signature. Except where expressly stated otherwise, it is the intention of the parties that these
sections be promptly translated into Arabic and incorporated into the Contract. Until such time
as they are translated, the English text of those provisions shall constitute the sole statement
of the agreement between the parties in regard to the matters covered therein.
19. GOVERNMENT RELATIONS ACTIVITIES
CONTRACTOR shall be fully responsible for conducting all government relations activities
within Saudi Arabia on its own behalf and for its personnel. Government relations activities
shall include, without limitation, all contacts with the Saudi Arab Government, its agencies and
officials, concerning matters arising out of, or connected with, CONTRACTOR's performance
of this Contract. If requested by CONTRACTOR, SAUDI ARAMCO may provide general
guidance to assist CONTRACTOR in the conduct of such government relations activities;
provided that SAUDI ARAMCO shall not be liable for any loss, claim or award as a result of
providing such guidance to CONTRACTOR. CONTRACTOR shall hold SAUDI ARAMCO
harmless from any loss, claim, or award resulting from CONTRACTOR's failure to perform its
obligations under this Paragraph.
20. GENERAL PROVISIONS
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20.1. This Contract shall be binding upon, and inure to the benefit of, the successors and
assigns of the parties to this Contract; however, this Contract may neither be assigned
nor transferred, either in whole or in part, by CONTRACTOR without first obtaining the
written consent of SAUDI ARAMCO.
20.2. Failure of either party to exercise any of its rights under this Contract shall in no way
constitute a waiver of those rights, nor shall such failure excuse the other party from
any of its obligations under this Contract. No benefit or right accruing to either party
under this Contract shall be waived unless the waiver is reduced to writing and signed
by both parties to this Contract. The waiver, in one instance, of any act, condition or
requirement stipulated in this Contract shall not constitute a continuing waiver or a
waiver of any other act, condition or requirement or a waiver of the same act, condition
or requirement in other instances, unless specifically so stated.
20.3. CONTRACTOR shall be an independent contractor with respect to the WORK under
this Contract. Neither CONTRACTOR nor its personnel shall be deemed to be the
servants, agents or employees of SAUDI ARAMCO. This Contract shall not be deemed
for the benefit of any third party nor shall it give any person not a party to this Contract
any right to enforce its provisions.
20.4. The warranty, liability, indemnity and confidentiality (including publicity releases)
provisions of this Contract shall survive its termination or final settlement. The
provisions of this Contract relating to termination and dispute settlement (including
choice of law and arbitration) shall survive its termination, but not its final settlement.
20.5. This Contract supersedes all previous contracts, correspondence and understandings
between the parties concerning the WORK and constitutes their entire agreement
concerning the WORK to be performed hereunder. No promise, agreement,
representation or modification to this Contract shall be of any force or effect between
the parties, unless set forth or provided for in this Contract or an Amendment.
20.6. Where this Contract requires compliance with applicable SAUDI ARAMCO
specifications, standards, manuals, procedures, and similar documents which were
developed by SAUDI ARAMCO's predecessor, the Arabian American Oil Company
(ARAMCO), Contractor agrees to comply with the corresponding ARAMCO
specifications, standards, manuals, procedures and similar documents.
21. ENVIRONMENTAL IMPACT
CONTRACTOR shall comply with all regulations of the Saudi Arab Government and SAUDI
ARAMCO regarding health and environmental protection, including without limitation
regulations regarding waste management, the disposal of sewage, oily water and hazardous
waste.
22. CONTRACTOR'S OBLIGATIONS TO COMPENSATE ITS PERSONNEL
22.1. CONTRACTOR shall submit a letter with each invoice to the Company Representative,
in a form acceptable to SAUDI ARAMCO, certifying that all of CONTRACTOR's
personnel have been paid their salaries and benefits for the preceding month.
22.2. If the CONTRACTOR fails to submit the completed certification letter referenced above,
SAUDI ARAMCO will notify the CONTRACTOR. Upon receipt of the notice from SAUDI
ARAMCO, CONTRACTOR shall promptly perform or arrange for the performance of
the corrective action required to comply with the requirements of Paragraph 22.1 within
ten (10) days from the receipt of the notice.
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22.3. In the event that CONTRACTOR fails to submit the letter or fails to meet his obligations
to his personnel, SAUDI ARAMCO shall consider this a substantial breach of Contract.
SAUDI ARAMCO shall, in addition to other remedies at law or specified in this contract,
retain all amounts that are due and owing to CONTRACTOR under this contract
between the parties until the breach of Contract has been remedied.
23. CONTRACTOR VEHICLE STICKERS AND ID CARDS
23.1. CONTRACTOR agrees to comply with SAUDI ARAMCO's requirements in regard to
restricted and non-restricted vehicle stickers and ID cards as follows: CONTRACTOR
shall comply with SAUDI ARAMCO requirements regarding restricted and nonrestricted vehicle stickers and SAUDI ARAMCO ID cards, including SAUDI ARAMCO
General Instructions 710.001 for identification cards ("ID Cards") and 710.005 for
vehicle stickers and heavy equipment access to company facilities.
23.2. CONTRACTOR shall use the designated application forms and systems in applying for
ID Cards and vehicle stickers, and obtain required Approvals from the Company
Representative before WORK begins at the Job Site.
23.3. CONTRACTOR shall obtain only one ID card for each employee at a time.
CONTRACTOR shall renew ID cards and vehicle stickers at least 10 days before their
expiration date.
23.4. CONTRACTOR shall retrieve ID cards from all employees and sub-contractor
employees (specifically including Subcontractor personnel) upon completion of the
WORK or termination of the Contract and deposit them at the nearest SAUDI ARAMCO
ID office. CONTRACTOR shall retrieve SAUDI ARAMCO ID cards, especially plant ID
cards, from employees leaving Saudi Arabia for any period and deposit the same with
the nearest SAUDI ARAMCO ID office. This is particularly important for those having
Plant ID Cards.
23.5. CONTRACTOR shall, within forty-eight (48) hours of expiry of a vehicle sticker or SAUDI
ARAMCO ID Card, take the vehicle with expired sticker to the nearest SAUDI ARAMCO
ID Office to remove or renew the vehicle sicker or return any expired ID Card to the
nearest SAUDI ARAMCO ID office, as applicable.
23.6. CONTRACTOR shall immediately report any loss of ID Cards to SAUDI ARAMCO's
Area ID office or Area Industrial Security Department. If any CONTRACTOR of
Subcontractor employee should leave his employment without surrendering his ID Card,
it must be immediately reported in writing to the Area ID office.
23.7. CONTRACTOR shall appoint a qualified Saudi Arab National to act as a liaison officer
between CONTRACTOR and the SAUDI ARAMCO ID office.
23.8. CONTRACTOR is subject to fines imposed by the SAUDI ARAMCO Industrial Security
Organization per applicable General Instructions for failure to comply with the
requirements of this Paragraph 23.
24. CONTRACTOR PERSONNEL ACCOMMODATION AND INDUSTRIAL PARKS
24.1. All accommodation provided by CONTRACTOR to house personnel engaged in the
performance of WORK under this Contract must meet the requirements of all applicable
SAUDI ARAMCO codes and standards including, without limitation, GI 298.010,
Administration of Contractor Parks and Construction Camps, GI 1781.00 Testing and
Maintenance of Fire Protection Equipment, GI 151.006, Implementing the Saudi
Aramco Sanitary Code, and the Saudi Aramco Safety Management Guide: Application
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of Saudi Aramco Building Code to Contractor Camp and Project Support Buildings,
Guide Number 07-005-2012, or their replacements, as amended from time to time.
24.2. SAUDI ARAMCO shall have the right to require CONTRACTOR to accommodate its
personnel that are assigned to the WORK under this Contract in a SAUDI ARAMCOdesignated, third party operated park ("Contractor Park") in areas where such facilities
are available based on the location of the WORK. Exceptions to such requirement shall
be at the sole discretion of SAUDI ARAMCO. CONTRACTOR shall be responsible to
contract directly with the operator of the Contractor Park for all personnel
accommodations. The terms of such contracts, including levels of service and
compensation, shall be determined between the CONTRACTOR and the operator of
the Contractor Park. For clarity, all costs shall be for CONTRACTOR's account.
24.3. In the event that CONTRACTOR requires land for industrial use in connection with the
WORK, SAUDI ARAMCO shall have the right to require CONTRACTOR to utilize
industrial facilities provided at a Contractor Park in areas where such facilities are
available based on the location of the WORK. Exceptions to such requirement shall be
at the sole discretion of SAUDI ARAMCO. CONTRACTOR shall be responsible to
contract directly with the operator of the Contractor Park for usage of industrial facilities.
The terms of such contracts, including levels of service and compensation, shall be
determined between the CONTRACTOR and the operator of the Contractor Park. For
clarity, all costs shall be for CONTRACTOR's account.
24.4. Without limitation, the provisions of this Paragraph 24 apply to accommodations
provided for subcontractor personnel engaged in the performance of WORK and land
required by subcontractors for industrial usage in connection with the WORK.
24.5. CONTRACTOR acknowledges and agrees that SAUDI ARAMCO shall not be
responsible for the facilities or conditions at the Contractor Park, nor shall it be
responsible for any acts or omissions of the operator of the Contractor Park or its
employees or representatives. CONTRACTOR shall have no recourse to SAUDI
ARAMCO in respect of any damage, cost or loss incurred at or in connection with the
use or operation of the Contractor Park.
25. CYBERSECURITY REQUIREMENTS
25.1. CONTRACTOR shall comply with the Third-Party Cybersecurity Standard (SACS-002),
which was in effect on the Effective Date of this Contract. SACS-002 is available for
download from https://aramco.com/ccc. Capitalized terms used in this Paragraph and
not otherwise defined in this Contract shall have the respective meanings given in the
SACS-002 Third Party Cybersecurity Standard.
25.2. In addition to the requirements of Paragraph 25.1, CONTRACTOR shall meet the
requirements set forth in this Paragraph in accordance with the specifications of the
SACS-002 Third Party Cybersecurity Standard. CONTRACTOR shall:
25.2.1. Access and use SAUDI ARAMCO Assets and Critical Facilities only as
authorized by SAUDI ARAMCO and as required to conduct the WORK.
25.2.2. Use SAUDI ARAMCO issued credentials (login ID, password) to access
systems only as required to conduct the WORK. CONTRACTOR shall not use
such credentials to access Assets or Critical Facilities other than those to which
SAUDI ARAMCO has specifically authorized access.
25.2.3. Take precautions to ensure that user IDs, passwords and authentication codes
are stored securely.
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25.2.4. Be responsible for the security, integrity and appropriate authorized use of
CONTRACTOR's information systems, including those that interact at any time
with a SAUDI ARAMCO system or are used to conduct business for SAUDI
ARAMCO.
25.3. If CONTRACTOR discovers a Cybersecurity Incident or encounters Suspicious
Activities that relate to SAUDI ARAMCO Assets or CONTRACTOR systems that
interact at any time with SAUDI ARAMCO Assets, CONTRACTOR shall notify SAUDI
ARAMCO within twenty four (24) hours of discovering the Cybersecurity Incident and
shall follow the Cybersecurity Incident Response Instructions set forth in Appendix A to
the SACS-002 Third Party Cybersecurity Standard.
25.4. After the resolution of any Cybersecurity Incident, CONTRACTOR shall submit to the
Company Representative a detailed Cybersecurity Incident assessment detailing the
impact and remediation efforts related to SAUDI ARAMCO Assets affected by the
Cybersecurity Incident.
25.5. In accordance with SACS-002, CONTRACTOR is required to provide and maintain a
valid Cybersecurity Compliance Certificate (CCC) from a SAUDI ARAMCO authorized
audit firm at all times during this Contract. CONTRACTOR shall provide a replacement
CCC on or before the second Gregorian anniversary of the effective date of any current
CCC to ensure that a valid CCC is in place at all times. CONTRACTOR shall submit the
CCC and all replacements to SAUDI ARAMCO through the SAUDI ARAMCO eMarketplace system.
25.6. SAUDI ARAMCO reserves the right to conduct a Cybersecurity Assessment not more
than once per calendar year or upon the occurrence of any of the following:
25.6.1. A Cybersecurity Incident in respect of a CONTRACTOR Assets; and
25.6.2. A Cybersecurity Incident in respect of a SAUDI ARAMCO Assets.
25.7. SAUDI ARAMCO reserves the right, exercisable at its sole discretion, to revoke the
access of CONTRACTOR or any of its individual personnel or agents to any SAUDI
ARAMCO Assets and disable the connections of CONTRACTOR's systems to SAUDI
ARAMCO's systems. Such action shall be in addition to and not in substitution of any
right available to SAUDI ARAMCO under this Contract or at law and shall not relieve
CONTRACTOR of any obligation to perform under this Contract.
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II.
CONTRACT PRICE AND PAYMENT PROVISIONS
1. CONTRACT PRICE
As full and complete compensation for CONTRACTOR's performance of the WORK and all of
CONTRACTOR's obligations hereunder in accordance with all of the terms and conditions of
this Contract, SAUDI ARAMCO shall pay CONTRACTOR a Contract Price consisting of: (A)
A Lump Sum amount paid as progress payments as specified and/or (B) Unit rates as specified
in this Purchase Order. The Contract Price constitutes the entire compensation due
CONTRACTOR for the WORK and all of CONTRACTOR's obligations hereunder regardless
of difficulty, hours worked, or materials or equipment required. The Contract Price includes,
but is not limited to, compensation for any Government caused cost increases imposed at any
time, all applicable taxes, fees, overheads, profit, mobilization and demobilization, catering
and accommodation, travel time to and from the WORK Site, Ramadan premium and all other
direct and indirect costs incurred, or to be incurred, by CONTRACTOR hereunder.
Notwithstanding the foregoing, the Contract Price shall be deemed to exclude VAT (as defined
in Paragraph 6 of Section V). The Contract Price is firm for the duration of the Contract and
is not subject to escalation for any reason. No adjustments in the Contract Price or rates shall
be made as a result of changes in the relative values of any currencies. The Contract Price
shall only be adjusted by canceling and superseding this contract.
2. WORK UNIT RATES
Work Unit Rates set forth in herein comprise all CONTRACTOR direct and indirect costs
including but not limited to direct labor and supervisory labor with associated payroll additives,
equipment and equipment maintenance, transportation, overtime and Ramadan premiums,
vacation and holiday pay, consumables, small tools, scaffolding, services, mobilization and
demobilization, travel time to and from the WORK Site, site overheads, CONTRACTOR's
Camp facilities and operations, safety, Saudi Arab Social Insurance contributions, any
Government caused cost increases imposed at any time, all taxes (except for VAT that is
payable by SAUDI ARAMCO pursuant to applicable Saudi Arabian law), insurance and related
costs, overheads and profit. All rates payable on account of any WORK performed shall apply
regardless of the time of day or night, or day of the week, or whether any given day worked is
a holiday or weekend day.
3. LABOR RATES
Labor Rates set forth herein constitute all-inclusive payment to CONTRACTOR per man hour
worked by CONTRACTOR personnel at the WORK Site and include compensation for
overtime premium costs for any hours worked in excess of eight (8) hours per scheduled
WORK day, six (6) days per scheduled WORK week or for hours worked on holidays and rest
days. Labor Rates shall apply any day of the week, and shall only apply to actual man hours
worked which shall be assessed to the nearest quarter of an hour. Labor Rates comprise all
costs including but not limited to mobilization/ demobilization, site overheads, camp and
catering/maintenance costs, all direct labor costs, Ramadan premiums, vacation pay, holiday
pay, seventh day pay, payroll insurance, sick pay, completion and retirement bonuses,
transportation, travel time to and from the WORK Site, subsistence, living allowances, safety
costs, small tools, consumables, any Government caused cost increases imposed at any time,
and all burdens and overheads as well as profit.
The normal WORK week for
CONTRACTOR's personnel shall be consistent with the Labor and Workmen Law of the
Kingdom of Saudi Arabia. CONTRACTOR's actual WORK schedule, including overtime
worked by CONTRACTOR personnel, shall be in accordance with a schedule authorized by
SAUDI ARAMCO.
The Labor Rates represent payment by SAUDI ARAMCO to
CONTRACTOR, and not to CONTRACTOR's personnel.
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4. EQUIPMENT RATES
Equipment Rates set forth herein constitute all-inclusive compensation to CONTRACTOR per
hour of ten equipment hours per scheduled WORK day worked by CONTRACTOR equipment
at the WORK Site, provided that each item of equipment shall be charged only for the time
when the equipment was available and approved to WORK. Equipment rates apply any time
of the day or night and any day of the week. Charges for periods in excess of ten equipment
hours per scheduled WORK day require SAUDI ARAMCO's prior written approval. Equipment
rates comprise all fixed and operating costs including but not limited to
mobilization/demobilization, transportation and travel time to and from the WORK Site, site
overheads, all maintenance costs including maintenance labor and catering and
accommodation costs related thereto, repairs, fuel, lubricants, spare parts, operating supplies,
tools, consumables, depreciation, insurance, taxes (except for VAT that is payable by SAUDI
ARAMCO pursuant to applicable Saudi Arabian law.), and any Government caused cost
increases imposed at any time associated with the supply and operation of the equipment and
all overheads as well as profit. They exclude the cost of equipment drivers or operators.
SAUDI ARAMCO shall not be charged for equipment downtime due to breakdown,
maintenance or operator unavailability. Should the removal from the WORK Site of any item
of CONTRACTOR equipment requiring repair or maintenance impede the progress of the
WORK or should any item of CONTRACTOR equipment be lost or destroyed, CONTRACTOR
shall promptly supply an equivalent substitute unless otherwise agreed by SAUDI ARAMCO.
Equipment not meeting SAUDI ARAMCO safety standards shall be considered inoperative
and shall be non-chargeable hereunder. CONTRACTOR shall be responsible for delivery of
its equipment to and removal from the WORK Site at no additional cost to SAUDI ARAMCO.
CONTRACTOR must obtain SAUDI ARAMCO's approval of use of equipment in the WORK
prior to charging SAUDI ARAMCO for such equipment and shall remove the equipment from
the WORK Site only as directed by the Company Representative.
5. TIME REPORTING
For all WORK for which CONTRACTOR will request payment at Labor and Equipment Rates,
CONTRACTOR shall submit to the Company Representative for his review each scheduled
WORK day duplicate copies of: (A) A report detailing the categories and amounts of personnel
and equipment CONTRACTOR proposes to use on the WORK that day; and (B) Detailed time
sheets listing the categories and amounts of personnel and equipment for which compensation
is requested for the previous scheduled WORK day. CONTRACTOR shall commence
submission of such time sheets immediately upon commencement of the WORK and continue
to submit them until its completion. Company Representative's signature on the detailed time
sheets shall only certify the time periods involved, and shall not constitute approval of any
request for compensation.
6. INVOICING AND PAYMENT
6.1.
Beginning after the first day of the Gregorian month following the month of mobilization
for the performance of the WORK, CONTRACTOR shall invoice SAUDI ARAMCO for
WORK completed during the preceding Gregorian month and not included on previous
invoices. CONTRACTOR shall likewise continue invoicing for each of the following
monthly periods during the performance of the WORK. All invoices submitted by
CONTRACTOR should state in both words and numbers the net amounts payable,
including VAT. Invoices shall be accompanied by copy of the Purchase Order for which
CONTRACTOR is seeking payment in full or in part. Each invoice shall specify and
explain the categories and quantities of Work performed for which CONTRACTOR is
seeking payment at Work Unit Rates. Each invoice for which CONTRACTOR is seeking
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payment at Labor and Equipment Rates shall be supported by detailed time sheets as
provided in Paragraph 5 above.
6.2.
CONTRACTOR's invoices shall be submitted electronically to:
•
•
Saudi Arabian Oil Company (Saudi ARAMCO)
Email: INVOICEPROCESSING@aramco.com
or such other addressee and location as SAUDI ARAMCO may direct in writing.
6.3.
After certification of each invoice by Company Representative, SAUDI ARAMCO shall
promptly pay CONTRACTOR ninety percent (90%) of the sum due. Sums retained
pursuant to this Paragraph shall be paid to CONTRACTOR in accordance with
Paragraph 6.5.
6.4.
At the beginning of each Hijrah year or applicable fiscal period during the term of the
Contract CONTRACTOR shall invoice SAUDI ARAMCO for amounts retained under
Paragraph 6.3 during the previous Hijrah year or applicable fiscal period. Promptly after
receipt and verification of said invoice and after receipt of a tax clearance certificate as
required by Paragraph 3.1 of Section V and a Government Office Social Insurance
(GOSI) certificate confirming that CONTRACTOR has discharged their obligations to
GOSI in accordance with Social Insurance Law, SAUDI ARAMCO shall pay
CONTRACTOR the amounts retained.
6.5.
Following Contract completion and after fulfillment by CONTRACTOR of all of its duties
and obligations under this Contract, CONTRACTOR shall furnish SAUDI ARAMCO
with:
6.6.
6.5.1.
A final invoice for amounts retained under Paragraph 6.3; and
6.5.2.
A Final Release Agreement (SA5715-3) discharging SAUDI ARAMCO from all
liabilities, obligations and claims arising out of or under this Contract, except
for final payment.
6.5.3.
Proof satisfactory to SAUDI ARAMCO that there are no unsatisfied third party
claims or other indebtedness existing in connection with the WORK (or if such
claims or indebtedness exist, indemnities sufficient to hold SAUDI ARAMCO
harmless from any liability connected with said claims or indebtedness); and
6.5.4.
A tax clearance certificate as required by Paragraph 3.2 of Section V.
6.5.5.
A Government Office Social Insurance (GOSI) certificate confirming that
CONTRACTOR has discharged their obligations to GOSI in accordance with
Social Insurance Law. After SAUDI ARAMCO's receipt of the foregoing
documents SAUDI ARAMCO shall pay CONTRACTOR's final invoice.
All payments from SAUDI ARAMCO to CONTRACTOR relative to this Contract shall be
made by wire transfer to CONTRACTOR's bank account. Within ten (10) calendar days
after the effective date of the Contract, CONTRACTOR shall submit in writing to SAUDI
ARAMCO Treasurer's Organization, at the address specified in Paragraph 6.2 above,
the following information regarding the bank account to which CONTRACTOR proposes
all SAUDI ARAMCO payments relative to this Contract be deposited:
•
Bank Name
•
Bank Address
•
Bank Account Number and Routing Transit Number (if applicable)
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•
Name, Position, Telephone Number and Fax Number of CONTRACTOR's contact
person.
6.7.
SAUDI ARAMCO shall have the right to approve or reject the bank proposed by
CONTRACTOR and request CONTRACTOR to propose a different bank.
6.8.
SAUDI ARAMCO shall not be liable for delays in the transmission of payments to
CONTRACTOR's bank account due to reasons not within SAUDI ARAMCO's control.
SAUDI ARAMCO shall have the right, at its sole discretion, to issue any or all payments
to CONTRACTOR relative to this Contract by check instead of by wire transfer. In such
case, SAUDI ARAMCO shall issue such check(s) at SAUDI ARAMCO's offices in Saudi
Arabia, or mail the check(s) to CONTRACTOR's address.
7. SAUDI ARAMCO'S AUDIT RIGHTS
CONTRACTOR and its affiliated companies shall maintain books, records, correspondence,
instructions, plans, drawings, receipts, vouchers, memoranda and other evidence (the
foregoing constitute "records" for the purpose of this Paragraph), according to such accounting
procedures and practices as are satisfactory to SAUDI ARAMCO, sufficient to accurately and
properly reflect costs incurred by CONTRACTOR and invoiced to SAUDI ARAMCO under this
Contract (except for compensation payable) and the disposition of any material, tools or
equipment provided by SAUDI ARAMCO to CONTRACTOR. SAUDI ARAMCO, or any firm of
auditors appointed by SAUDI ARAMCO, shall have access, at all reasonable times, to all such
records for the purpose of auditing and verifying costs or for any other reasonable purpose,
and shall have the right to reproduce any such records. CONTRACTOR shall preserve and
make available, and shall cause its affiliated companies to preserve and make available, all
such records for a period of two (2) years after termination of this Contract; provided, however,
that if any such records are or may be required to resolve any claim or arbitration pursuant to
this Contract, the period of retention and the rights of access and examination described in
this Paragraph shall continue until final disposition of such claim or arbitration.
8. SETOFF
SAUDI ARAMCO may deduct from amounts which are payable to CONTRACTOR under this
Contract any amounts which are payable to SAUDI ARAMCO by CONTRACTOR under this
or any other contract between them.
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III.
SAFETY, HEALTH AND ENVIRONMENTAL REQUIREMENTS
1. COMPLIANCE WITH SAFETY, HEALTH AND ENVIRONMENTAL REQUIREMENTS
1.1. CONTRACTOR and all CONTRACTOR employees, agents, and subcontractors shall
comply at all times with Saudi Arab Government safety, health and environmental
requirements, rules or regulations and SAUDI ARAMCO safety, health and
environmental (SH&E) requirements, specifications, regulations, procedures and
standards, including but not limited to the following:
1.1.1. SAUDI ARAMCO General Instructions (GIs) and Environmental Impact
Assessment Procedure (SAEP-13);
1.1.2. the SAUDI ARAMCO Construction Safety Administrative Requirements (CSAR),
which is Volume One of the SAUDI ARAMCO Construction Safety Manual (CSM);
1.1.3. the SAUDI ARAMCO Work Site Safety Manual (WSSM), which is Volume two of
the CSM;
1.1.4. the Minimum Medical Standards Requirements Manual (MMSR);
1.1.5. the SAUDI ARAMCO Environmental Health Code (SAEHC);
1.1.6. the SAUDI ARAMCO Hazardous Waste Code (HWC); and
1.1.7. the SAUDI ARAMCO Safety Handbook.
1.2. In case of conflicting requirements, the most stringent requirement shall apply.
1.3. CONTRACTOR shall have available at the WORK site the most current copy of the
SAUDI ARAMCO Construction Safety Manual and all applicable SAUDI ARAMCO G.I.s,
Codes, Handbooks, and Engineering Standards and Procedures. CONTRACTOR may
request, from the Company Representative, copies of those SAUDI ARAMCO G.I.s,
Codes, Handbooks, and Engineering Standards and Procedures which are applicable to
this contract.
1.4. Additionally, CONTRACTOR shall comply with all applicable SAUDI ARAMCO
Operations or Refinery Instruction Manuals. For offshore WORK, CONTRACTOR shall
comply with Producing Department's Operations Instruction Manual (O.I.M. Number
1.519) and Marine Department's latest updated version of the "Basic Marine Vessel
Specifications and Requirements."
1.5. CONTRACTOR shall also take or cause to be taken any additional measures under the
direction of the Company Representative to prevent the injury or death of any person, or
any damage or loss of property, loss of process, or damage to the environment during
CONTRACTOR's performance of the WORK. Supervisory personnel or other qualified
staff shall be present at the WORK Site while any WORK is in progress.
1.6. SAUDI ARAMCO reserves the right to monitor and inspect any WORK Site, lay down
yard, fabrication yard, clinic, camp and dining facility, waste landfill or waste treatment
facility (on or off SAUDI ARAMCO property) for compliance with the above referenced
Safety, Health and Environmental Requirements. SAUDI ARAMCO reserves the right to
reject, remove from site, or have CONTRACTOR destroy any tools or equipment found
to be defective or of substandard quality. "Homemade", including "shop-made", tools are
strictly prohibited.
1.7. Environmental Management System (EMS) Requirements
CONTRACTOR shall develop and implement an Environmental Management Plan
(EMP) to cover the WORK under the Contract. The EMP shall include all environmental
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aspects of the project and identify mitigation measures and their implementation method
and schedule. The EMP shall be submitted to EPD for review and approval. The EMP
shall identify, by name, and provide contact information of the CONTRACTOR's
Environmental Manager and the Site environmental engineer.
1.8. Waste Management
1.8.1. CONTRACTOR shall comply with Saudi Arab Government regulations and
SAUDI ARAMCO standards pertaining to waste management, including the
SAUDI ARAMCO Sanitary and Hazardous Waste Codes. Landfills constructed
by CONTRACTOR shall be in compliance with the SAUDI ARAMCO Solid Waste
Landfill Standard. CONTRACTOR shall dispose of waste only at the correct Class
(I, II, or III) of SAUDI ARAMCO approved landfills. As a minimum, non-SAUDI
ARAMCO landfills used for disposal must be fenced, be protective of groundwater
resources, and have controlled access.
1.8.2. CONTRACTOR’s EMP must comply with the SAUDI ARAMCO Hazardous Waste
Code, the SAUDI ARAMCO Environmental Health Code (notably SAEHC-S-03,
Solid Waste Management), and SAES-S-007, Solid Waste Landfill Requirements.
2. DEVIATION FROM SAFETY, HEALTH AND ENVIRONMENTAL REQUIREMENTS
Any deviation by CONTRACTOR from the Saudi Arab Government (or other applicable)
safety, health and environmental requirements, rules or regulations) or any SAUDI ARAMCO
General Instructions (G.I.s), and other related rules and regulations shall be approved, in
advance, in writing by Company Representative.
3. FAILURE TO COMPLY
Should CONTRACTOR fail to comply with any of the requirements of this Section III, SAUDI
ARAMCO reserves the right to notify CONTRACTOR of this situation. Upon receiving such
notification, CONTRACTOR shall immediately take all necessary corrective and/or remedial
actions. Any corrective and/remedial action shall, unless provided otherwise in this Contract,
be taken at CONTRACTOR's expense. If CONTRACTOR fails to take prompt corrective
and/or remedial action, the Company Representative may direct CONTRACTOR to suspend
all or part of the WORK pursuant to Section I until satisfactory corrective and/or remedial action
has been taken. Costs incurred by CONTRACTOR as a result of such WORK suspension
shall be solely CONTRACTOR's responsibility, and any resultant CONTRACTOR
performance delays shall not be deemed excusable hereunder.
4. SAUDI ARAMCO ASSISTANCE
CONTRACTOR may request assistance from SAUDI ARAMCO with respect to the
implementation of its Safety, Health and Environmental Requirements. The Company
Representative (or the Company Representative's designated party or parties) may provide
assistance to the CONTRACTOR by explaining good safety and sound environmental
practices, pointing out unsafe conditions, and by applying experience and judgment, to assist
CONTRACTOR in improving safety and to safeguard the environment. Such assistance by
SAUDI ARAMCO shall in no way relieve CONTRACTOR of its responsibilities as set forth
herein.
5. CONTRACTOR SAFETY STAFF
CONTRACTOR shall provide a qualified Safety Manager/Supervisor(s) and qualified safety
staff as described in the CSAR. CONTRACTOR Safety staff shall be present at the WORK
Site at all times while CONTRACTOR employees are working, including nights, weekends,
holidays and extended working hours, as described in the CSAR. CONTRACTOR safety staff
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shall not be assigned dual roles (e.g., not also be work as permit receivers, scaffold inspectors,
etc).
6. WORK PERMITS
Work Permits shall be obtained by CONTRACTOR in accordance with SAUDI ARAMCO GI
2.100, Work Permit System, and Chapter I-4, Work Permit System, of the SAUDI ARAMCO
Construction Safety Manual (CSM) prior to beginning WORK.
7. PERSONAL PROTECTIVE EQUIPMENT (PPE)
CONTRACTOR shall, as a minimum, provide, maintain and enforce use of the personal
protective equipment (PPE) described in Chapter I-3, Personal Protective Equipment, of the
CSM. Minimum PPE in SAUDI ARAMCO Restricted Areas and project WORK Sites includes
hard hats, safety glasses and safety shoes for all workers. CONTRACTOR shall also comply
with all PPE requirements stipulated by the local SAUDI ARAMCO facility or the Company
Representative (e.g., Flame Resistant Clothing).
8. TRANSPORTATION
8.1. CONTRACTOR shall ensure CONTRACTOR employees comply with all Kingdom of
Saudi Arabia and SAUDI ARAMCO traffic safety rules, laws and regulations, including GI
6.030, Traffic and Vehicle Safety, paying particular attention to the Vehicle Condition and
Driver Responsibilities listed in Supplement-I of GI 6.030. Vehicles that are not in good
condition shall not be used.
8.2. CONTRACTOR shall ensure that passengers only travel in vehicles that are provided
with air conditioning and passenger seats. Seat belts shall be installed for all seats and
used in all vehicles carrying personnel.
9. INJURY AND DAMAGE REPORTING
9.1. CONTRACTOR shall comply with the incident reporting requirements of SAUDI
ARAMCO GI 6.007, Reporting of Contractor On-Job Injuries/Occupational Illnesses,
which includes an immediate written report of all on-job injuries or occupational illnesses
regardless of severity.
9.2. CONTRACTOR shall ensure that an immediate oral report and preliminary written report
is made to the Company Representative in the case of any incident with:
9.2.1. All off-job, or non-work-related fatalities not covered under the reporting
requirements of GI 6.007;
9.2.2. Damage over SR 10,000 to CONTRACTOR's plant or equipment;
9.2.3. Damage, in any amount, to SAUDI ARAMCO equipment or property;
9.2.4. Damage and all incidents involving cranes and heavy equipment;
9.2.5. Fire, explosion or hazardous materials release; and
9.2.6. Strikes and/or civil unrest.
9.3. For an incident resulting in CONTRACTOR employee fatality, serious injury to
CONTRACTOR employee or damage to SAUDI ARAMCO equipment or property, the
CONTRACTOR shall conduct an incident investigation, including a structural root cause
analysis. CONTRACTOR shall submit a copy of the draft incident investigation report
and the final report to the Company Representative for review in a timely manner. In
addition, SAUDI ARAMCO reserves the right to convene an investigation committee in
accordance with GI 6.003, Incident Investigation.
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IV.
SETTLEMENT OF DISPUTES, ARBITRATION AND CHOICE OF LAW
1.0 CLAIMS APPEALS
If CONTRACTOR rejects SAUDI ARAMCO's written determination (as required by Section I) in
regard to any CONTRACTOR claim, CONTRACTOR may resort to the following:
1.1 Notice of Appeal.
1.1.1 CONTRACTOR may file a notice of appeal. Any notice shall be in writing and addressed
to:
The Manager
Contracting Department
Saudi Arabian Oil Company
P.O. Box 1500
Dhahran 31311
Saudi Arabia
1.1.2 Any notice shall be submitted within thirty (30) days after receipt of SAUDI ARAMCO's
written determination;
1.1.3 Any notice shall specify all the reasons why CONTRACTOR deems SAUDI ARAMCO's
written determination to be unsatisfactory.
1.2 Contract Dispute Settlement Board.
As soon as practicable after SAUDI ARAMCO's receipt of CONTRACTOR's notice of appeal,
SAUDI ARAMCO shall establish a Contract Dispute Settlement Board ("Board"). The Board shall
review all available information concerning CONTRACTOR's claim.
1.3 Final Decision
SAUDI ARAMCO's final decision shall be communicated by SAUDI ARAMCO to CONTRACTOR
in a letter which shall set forth its final offer of settlement.
Should CONTRACTOR accept SAUDI ARAMCO's final offer CONTRACTOR shall execute an
appropriate settlement document. If CONTRACTOR rejects SAUDI ARAMCO's final decision,
CONTRACTOR may proceed as set forth in Paragraph 3 of this Section.
2.0 CHOICE OF LAW
The laws of Saudi Arabia shall control the interpretation and the performance of this Contract and
any other agreements arising out of or relating to it, regardless of where this Contract shall be
entered into or performed.
3.0 ARBITRATION
3.1 Arbitration Rules.
Any dispute, controversy or claim arising out of or relating to this Contract or any other agreements
arising out of or relating to it, including but not limited to any question regarding its breach, existence,
validity or termination, shall be finally resolved by arbitration conducted in accordance with the
Arbitration Rules of the Saudi Center for Commercial Arbitration ("SCCA Arbitration Rules"), which are
deemed to be incorporated by reference into this Paragraph.
3.2 Place of Arbitration.
The place of arbitration shall be Riyadh, Kingdom of Saudi Arabia.
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3.3 Language of Arbitration.
The language of the arbitration shall be English.
3.4 Notice of Arbitration.
An arbitration can only be initiated when one party transmits a notice of arbitration directly to the
other party or parties. The notice of arbitration shall include the mandatory information required
for such notice under the SCCA Arbitration Rules, other than what the parties have already agreed
upon in this Paragraph 3.
3.5 Appointment of Arbitrator(s).
The parties agree that the number of arbitrators shall be determined in accordance with the SCCA
Arbitration Rules. If the SCCA Administrator determines pursuant to the SCCA Arbitration Rules that the
number of arbitrators shall be three, then the claiming party shall appoint one arbitrator within 45 days from
the date of the SCCA Administrator's determination, and the responding party shall appoint one arbitrator
within 60 days from the date of the SCCA Administrator's determination. Both appointed arbitrators, after
they consult with the party that appointed each of them, shall agree upon and appoint a third arbitrator, who
shall act as the presiding arbitrator, within 90 days from the date of the SCCA Administrator's determination.
If the parties fail to jointly appoint the presiding arbitrator within such 90-day period, the SCCA
Administrator shall, at the request of one of the parties, appoint the presiding arbitrator following the
"List Method" set forth in the Article 12.6 of the SCCA Arbitration Rules.
3.6 Arbitrator Qualifications.
Every arbitrator shall be independent and impartial, and shall have had no interest in or previous
connection with the matters in dispute. Every arbitrator shall be fluent in the English language,
and shall be qualified by education, training or experience to resolve the dispute. All arbitrators
shall disclose their independence and confirm their availability to all parties, including a signed
declaration that they comply with all of the independence and conflict of interest standards as required
under the SCCA Arbitration Rules. No appointed arbitrator shall have any ex parte communications
with any of the parties concerning the arbitration other than on the appointment of the presiding
arbitrator.
3.7 Arbitrator Challenge.
The SCCA Administrator shall decide upon any challenge of an arbitrator within the time period
specified in the SCCA Arbitration Rules, if the parties do not agree to the challenge or if the
challenged arbitrator does not withdraw.
3.8 Arbitrator Replacement.
If replacement of an arbitrator becomes necessary, replacement shall be done by the method by
which that arbitrator was originally appointed. In the event of the replacement of an arbitrator, the
arbitration proceedings shall continue without rehearing unless all the parties and the arbitral
tribunal agree to recommence the proceedings.
3.9 Documents and Evidence.
Each of the parties shall rely upon those documents that are in its possession. The parties shall
have no right to request production of documents, discovery or depositions in the arbitration
proceedings, other than what is allowed under this Paragraph and Article 21.2 of the SCCA Arbitration
Rules. The parties are entitled to receive all documents that each party was required to provide to
the other party under this Contract, including pursuant to their audit rights ("Contract Documents").
The arbitral tribunal shall have no power to order production or discovery of documents, exhibits
or other evidence (other than the Contract Documents), or the deposition or oral testimony of
witnesses.
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3.10 Confidentiality.
The existence and content of the arbitration proceedings and any rulings or awards shall be kept
confidential by the parties and the arbitral tribunal except (i) to the extent that disclosure may be
required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an
award in bona fide legal proceedings before a court or other judicial or governmental authority, (ii)
with the consent of all parties, (iii) where needed for the preparation or presentation of a claim or
defense in this arbitration, (iv) where such information is already in the public domain other than
as a result of a breach of this paragraph, or (v) by order of the arbitral tribunal upon application of
a party.
3.11 Basis For Award. The arbitral tribunal shall base its award only upon the evidence presented
to it, the terms of the contractual arrangements between the parties, and the laws of the Kingdom
Saudi Arabia.
3.12 Costs, Expenses and Fees. The arbitral tribunal shall assess in its award the amount of the
costs and expenses of arbitration, including lawyers' fees and costs and expenses of management,
in-house counsel, experts and witnesses, and the arbitral tribunal's fees. The arbitral tribunal shall
apportion the costs, expenses and fees between the parties based on each of the parties'
respective success in the arbitration, as it deems reasonable.
3.13 Finality.
The final award of the arbitral tribunal shall be final and binding on the parties and their successors,
assigns and affiliates. The parties undertake to carry out any final award without delay and shall
be deemed to have waived their right to any form of recourse insofar as such waiver can validly
be made. Enforcement of any final award may be sought in any court of competent jurisdiction.
3.14 Sovereign Immunity.
Nothing whatsoever herein constitutes or shall be construed as an explicit or implicit waiver of
sovereign immunity or any related rights, defenses, or objections.
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V.
TAXES, DUTIES AND RELATED OBLIGATIONS
1.0 REGISTRATION
CONTRACTOR warrants that it is duly licensed, registered or otherwise qualified to do business
within Saudi Arabia and to perform the WORK contemplated under this Contract.
2.0 TAX LIABILITY
CONTRACTOR shall be fully liable for and pay, subject to Paragraph 6 of this Section V, without
reimbursement from SAUDI ARAMCO, any and all taxes, levies, fines, penalties, assessments
and fees of every kind and nature, or increases in the foregoing, imposed on CONTRACTOR as
a result of CONTRACTOR's performance of the WORK or in connection with income earned by
CONTRACTOR under this Contract.
3.0 TAX CERTIFICATES
3.1 CONTRACTOR hereby agrees to present to SAUDI ARAMCO, promptly after the
commencement of this Contract and at the beginning of each Hijrah year or applicable fiscal period
thereafter, a certificate from the Saudi Arabian General Authority of Zakat and Tax which certifies
that CONTRACTOR has submitted its final or temporary Zakat/Tax Declaration through the
previous year or period and entitles the CONTRACTOR to receive payments until its expiry date.
Notwithstanding anything contained elsewhere in this Contract to the contrary, no invoice of any
kind shall be paid until such a certificate, covering the previous Hijrah year or applicable fiscal
period, has been received by SAUDI ARAMCO. Pending delivery to SAUDI ARAMCO of any such
certificate, however, CONTRACTOR shall continue to perform diligently and to fulfill all obligations
under the Contract.
3.2 SAUDI ARAMCO shall also withhold payment of CONTRACTOR's final invoice under this
Contract until CONTRACTOR has presented to SAUDI ARAMCO a certificate from the General
Authority of Zakat and Tax which confirms that all applicable Zakat and company income tax
obligations have been paid by CONTRACTOR through the Hijrah year or applicable fiscal period
in which the final invoice was submitted.
3.3 All tax certificates shall be delivered to:
Assistant Controller
Operations Accounting
Box 5000
Saudi Arabian Oil Company
Dhahran 31311
Saudi Arabia
4.0 TAXES AND CUSTOMS CLEARANCES AND DUTIES
CONTRACTOR shall be responsible for, and shall pay promptly and in full to the Saudi Arab
Government whenever due or demanded by the Government, any and all taxes (including, but not
limited to, company taxes, taxes on personal income, VAT payable by CONTRACTOR, Zakat,
and stamp duties), levies, fines or related obligations. If SAUDI ARAMCO is requested by the
Saudi Arab Government to withhold any taxes on income (whether personal or company taxes),
levies, fines or related obligations from amounts due or to become due to CONTRACTOR, SAUDI
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ARAMCO shall withhold such amounts. CONTRACTOR hereby releases SAUDI ARAMCO any
liability of any nature whatsoever arising out of or by reason by from, and shall indemnify and hold
SAUDI ARAMCO harmless against such withholding.
5.0 REIMBURSEMENT TO SAUDI ARAMCO
If SAUDI ARAMCO is ordered by any governmental authority in Saudi Arabia to pay any sum of
money in satisfaction of any debt or obligation in Saudi Arabia of CONTRACTOR, any
subcontractor or the personnel of either of them, SAUDI ARAMCO shall give CONTRACTOR
written notice of its payment. CONTRACTOR shall reimburse SAUDI ARAMCO for the amount
paid upon receipt of SAUDI ARAMCO's billing and evidence of the governmental order which
required SAUDI ARAMCO to make the payment.
6.0 VALUE ADDED TAX
6.1 "Applicable KSA Law" shall mean any published decree, law, regulations, ministerial resolution or order,
implementing regulations, statute, act, ordinance, directive (to the extent having the force of law), order,
treaty, code or rule, as enacted, issued or promulgated in the Kingdom of Saudi Arabia, or any interpretation
thereof, by a governmental entity having jurisdiction over the matter in question including any amendment
thereof.
6.2 "VAT" shall mean Value Added Tax or similar charge as may be imposed by Applicable KSA Law from
time to time.
6.3 All amounts payable under this Contract should be treated as exclusive of VAT.
6.4 Should any goods or services supplied by CONTRACTOR to SAUDI ARAMCO be subject to VAT, then
SAUDI ARAMCO shall pay such VAT.
6.5 If required by Applicable KSA Law, CONTRACTOR shall provide SAUDI ARAMCO with a valid tax
invoice which meets the requirements of Applicable KSA Law. If the tax invoice does not meet the
requirements of Applicable KSA Law, SAUDI ARAMCO has the right to reject the tax invoice and withhold
payments to CONTRACTOR until SAUDI ARAMCO receives the valid and proper invoice.
6.6 If applicable, CONTRACTOR will provide SAUDI ARAMCO with evidence of VAT registration.
6.7 Certain services, materials and other items supplied to SAUDI ARAMCO may be zero-rated (i.e., a VAT
rate of zero) or be VAT exempt as determined by Applicable KSA Law. In this regard, if the services,
materials or other items are eligible for zero-rating or an exemption from VAT under Applicable KSA Law,
CONTRACTOR shall use best efforts to meet such zero-rating or exemption conditions.
6.8 In the event CONTRACTOR has incurred or will incur costs and expenses, and where some or all of
these costs and expenses are or will be recharged to SAUDI ARAMCO, and there has been or will be VAT
incurred by CONTRACTOR on the costs and expenses (including any value added tax incurred in a country
other than the Kingdom of Saudi Arabia), if:
i.
CONTRACTOR has a right to recover this VAT from the relevant tax authority, whether through
filing of a local VAT return or other scheme or mechanism, then the value of the recharges
shall be calculated without including the VAT that was incurred.
ii.
CONTRACTOR does not have a right to recover this VAT from the relevant tax authority, the
value of the recharges shall be calculated as inclusive of the VAT that was incurred.
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VI.
QUALITY
CONTRACTOR shall develop and comply with a Quality Control/Quality Assurance Program in
conformance with ISO 9000 and 90001 and consistent with ISO 10005, shall inspect and test all
its WORK, and shall provide SAUDI ARAMCO with access to all locations where the WORK is
being performed for the purpose of performing additional inspection and testing. CONTRACTOR's
duties, liabilities and obligations under this Contract shall not be deemed to be waived, released
or relieved by SAUDI ARAMCO's inspection of, review of, approval of, or payments to
CONTRACTOR for, any portion of the WORK.
END OF TERMS AND CONDITIONS
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