Service Request For Quotation

THIS IS NOT AN ORDER

1. Reference No. : 2. RFQ Date : 03/07/2017

3. Issued to : 4. OGC Contact Person

M/S : . ✔ Name : BALQEES HAMOOD KHALFAN

PO. Box : . ✔ Telephone No : 24466313

Postal Code : . ✔ Fax No. :

, Sultanate of Oman ✔ E-Mail : [email protected]

5. Closing Date : 12/07/2017 6. Incoterm & Location : -

7. INSTRUCTION TO TENDER:
✔ This is a request for information and quotation for goods or services specified below. This RFQ shall not be considered at any time as a confirmation
to award.
✔ Bidders are requested to submit their quotes on or before the closing date (5) based on the following:
○ Quotes shall be submitted in either OMR or USD currencies only.
○ Quotes up to OMR. 2,000/= or equivalent to be submitted via e-mail addressed to the requester contact details (4).
○ Quotes exceed OMR. 2,000/= or equivalent shall be submitted on a sealed envelope, dropped in OGC Head Office,
located in Al Khuwair addressed to :

RFQ No. OGC/RFQ/17/7000003298

Procurement Department
Oman Gas Company LLC
Head Office, Al Khuwair

✔ OGC general terms and conditions are applied for this quotation (attached with this RFQ)
✔ Any technical clarification must be addressed to OGC contact person details by e-mail (4).
✔ Non compliance to the above instruction may lead to disqualification.

You are kindly requested to provide us with your best pricing for the below mentioned goods/services including delivery cost if applicable to our identified
location (6) above:
SL Item Number Item Description Delivery Date QTY UOM Unit Rate Total Amount

PO Box: 799, Postal Code: 133 Al khuwair, Muscat - Sultanate of Oman. Tel: +968 2446000, Fax: +968 2446900 Page 1 of 6
Website: www.oman-gas.com.om (Office Hours: Sun - Thu 7:00am - 3:00pm - GMT +4)
 Service Request For Quotation
THIS IS NOT AN ORDER

SL Item Number Item Description Delivery Date QTY UOM Unit Rate Total Amount
Service request for SLL GSS (Flare stack-
Service request for SLL GSS (Flare stack A5520-FU )6Yearly
integrityinspection.
Scope:
Station: OGC Salalah GSS.
Flare stack tag: A5520-FU , Length 80 meters.
WO No.:4003493.
To carryout integrity inspection and certifying of mentioned tag
stackand its tip without station shutdown, approved Binocular/
telescopes orRAVI-Remote Aerial Vehicle Inspection technologies can
be used forinaccessible spots , service provider shall be oil & gas
approved agentand matching OGC standards, inspection will include
overall stackstructure condition check ,all connections of stem/ pilot
gas/air , baseof stack including concrete foundation and photographic
visualinspections for flare piping upstream of flare stack.
Aerial inspections shall be conducted on flare from several
10 directionsand shall be able to detect any damages indication of any 1 AU
size such asmechanical tip damage, cracking ,missing components
etc.., and toidentify traces of flame in lower areas of the tip that may
indicatecracking or signs of warps or missing metal at the tip.
Notes:
-Station Located in Raysut industrial area.
-Service provider with his agents shall arrange his full mobilization
&demobilization to site.
-Permit applicants to be provided by service provider and shall be
OGCapproved.
-After approving the execution plan any delay shall be charged per
dayrate given.
-All the details drawing and information related to flare shall beprovide
by client before inspections.
-Final report with relevant photos and data analyzing to be handed
overto OGC in soft & hard copies before issuing final completion
paymentcertificate.
Service request for Mirbat GSS (Flare st-
Service request for Mirbat GSS (Flare stack A10404-FU )6Yearly
integrityinspection.
Scope:
Station: OGC Mirbat GSS.
Flare stack tag: A10404-FU , Length 17 meters.
WO No.:4002939.
To carryout integrity inspection and certifying of mentioned tag
stackand its tip without station shutdown, approved Binocular/
telescopes orRAVI-Remote Aerial Vehicle Inspection technologies can
be used forinaccessible spots , service provider shall be oil & gas
approved agentand matching OGC standards, inspection will include
overall stackstructure condition check ,all connections of stem/ pilot
gas/air , baseof stack including concrete foundation and photographic
visualinspections for flare piping upstream of flare stack.
Aerial inspections shall be conducted on flare from several
20 directionsand shall be able to detect any damages indication of any 1 AU
size such asmechanical tip damage, cracking ,missing components
etc.., and toidentify traces of flame in lower areas of the tip that may
indicatecracking or signs of warps or missing metal at the tip.
Notes:
-Station Located in Mirbat area 50 Km from Salalah.
-Service provider with his agents shall arrange his full mobilization
&demobilization to site.
-Permit applicants to be provided by service provider and shall be
OGCapproved.
-After approving the execution plan any delay shall be charged per
dayrate given.
-All the details drawing and information related to flare shall beprovide
by client before inspections.
-Final report with relevant photos and data analyzing to be handed
overto OGC in soft & hard copies before issuing final completion
paymentcertificate.

PO Box: 799, Postal Code: 133 Al khuwair, Muscat - Sultanate of Oman. Tel: +968 2446000, Fax: +968 2446900 Page 2 of 6
Website: www.oman-gas.com.om (Office Hours: Sun - Thu 7:00am - 3:00pm - GMT +4)
 Service Request For Quotation
THIS IS NOT AN ORDER

SL Item Number Item Description Delivery Date QTY UOM Unit Rate Total Amount
Nimr flare inspection-
Nimr flare inspection
Integrity Inspection & Certification of Flares at Nimr Region). Nimr
NCS156M flare is considered in the same one mobilization with
economicalcost.
To performance the Aerial Inspection services utilizing
remotelyoperated aerial and unmanned flying equipment which is
equipped withHigh definition still camera, video camera, and thermal
imaging camera.(XAMEN -ATEX Approved for Flares and Inspection
by ASTRON or anyapproved TPI.
Main scope of work shall be to conduct inspection of flare stack
andtips, all connections of steam/pilot gas/air, base of the
stackincluding concrete foundation, and photographic visual inspection
for16.5 and 80 meters of flare piping upstream of flare stack.
Aerial inspections shall be conducted on each flare from
severaldirections and shall be able to detect any damage indication of
any sizesuch as mechanical tip damage, cracking, missing component,
etc, and toidentify and confirm traces of flame in lower areas of the tip
30 that mayindicate cracking, or signs of warped or missing metal at the 1 AU
tip.
Inspection shall be conducted on live Flare System and not
requiredshutdown.
Binocular / telescopic equipments equipped with cameras can ONLY
be usedto inspect, where aerial inspections cannot be accessible,
items such asthe flare base , flare stack foundation, supports, bottom
side of flarepiping, ..etc. However, such equipment must be able to
detect anydamage.
Office space and Power supply at site shall be arranged by OGC from
thestation.
After mobilization any delay due to operational reason shall be
chargedper day rate given.
All the details drawing and information related to the Flare shall
beprovided by the client before Inspection.
Client support required for official letters to Ministries & Customs
inorder to obtain/expedite the approval for flight permission
fromMinistry of Oman. This is with reference to Presentation in OGC
HOmanagement dated.
Total Amount

The Item covers the following services:

10 Flare Package inspection 1 AU

10 Flare Package inspection 1 AU

10 Nimr flare inspection 1 EA

We hereby confirm acceptance of OGC general terms and conditions attached with this RFQ and
thus we submit our offer for stipulated goods/service above.

------------------------------------
Vendor Signature & Seal

PO Box: 799, Postal Code: 133 Al khuwair, Muscat - Sultanate of Oman. Tel: +968 2446000, Fax: +968 2446900 Page 3 of 6
Website: www.oman-gas.com.om (Office Hours: Sun - Thu 7:00am - 3:00pm - GMT +4)
 General Conditions for Minor Purchases

2.2.4. In the event the Supplier fails, through no fault of the Client, to deliver the Goods
Article - 1. DEFINITIONS to the standard required by the due date, the Supplier shall use its best
endeavours to minimize the delay and mitigate the effects of such delay.
The Following definitions shall apply to the Purchase Order, unless the context requires
otherwise, to the other sections forming part of the Purchase Order. Words imparting the 2.2.5. Unless otherwise stated in Purchase Order, ownership, risk and responsibility
singular to include the plural and vice-versa where the Purchase Order requires. for the Goods shall pass to Client upon delivery of the Goods in accordance with
the Purchase Order.
1.1. Goods (Work or Service)
Shall mean; all products, work, services or goods to be provided by the Supplier to 2.2.6. Delivery of the Goods will only be accepted if accompanied by a copy of the
the Client under the terms of this Purchase Order. If the term Work, Services or Purchase Order and any other deliverables as specified in the Purchase Order.
similar terms appear in the Purchase Order, they shall have the same meaning as
Goods in this definition. 2.2.7. Partial item deliveries are not acceptable unless agreed with the Client.

1.2. Instruction 2.3. Penalties (Late Delivery)

Shall mean; communication issued by the Client in accordance with the Article 2.3.1. If specified in the Purchase Order and without prejudice to the Client's other
headed “Instructions and Variations to the Goods.” requiring the Supplier to alter or rights and remedies under the Purchase Order or at law, the Supplier shall
amend Work. become liable to pay the Client, as a penalty, an amount equal to one half
percent (½%) of the total purchase price for every week or part thereof by which
1.3. Purchase Order Dates the Delivery Date specified in the Purchase Order is exceeded for any reason
whatsoever, except for reasons attributable to failure of Client to comply with the
1.3.1. Effective Date: Purchase Order, up to a maximum of ten percent (10%) of the total purchase
Shall mean the date, as stated in the Purchase Order on which the Purchase Order price.
was awarded.
2.3.2. If part of the Goods can be put into useful operation the amount specified in
1.3.2. Delivery Date: Article 2.3.1 above shall be reduced proportionally.
Shall mean the date(s), stipulated as such in the Purchase Order, being the date(s) 2.3.3. The amount the Supplier is liable to pay to the Client hereunder shall become
on which the Goods shall be delivered. due immediately the Goods are not delivered on the Delivery Date specified in
1.4. Supplier the Purchase Order, without any notice or judicial intervention being required,
and may be recovered by deduction by the Client from the Supplier's invoices.
Shall mean the person, contractor, seller, vendor or other entity named as such in In the event a delay is caused by the gross negligence or wilful failure of the
the Purchase Order by whom the Goods will be supplied. If the term Vendor, Supplier no limitation as set out herein shall apply.
Contractor or similar terms appear in the Purchase Order, they shall have the same
meaning as Supplier in this definition. 2.4. Right to recover costs

1.5. Supplier Personnel 2.4.1. Whether or not the Client shall have imposed penalties, it shall also be entitled
Shall mean all individuals, whether employees or not engaged in provision of the to claim from the Supplier costs incurred by the Client and in assessing the
Goods by the Supplier or any Sub-Supplier. amount of the Client's losses no account shall be taken of any penalties paid or
payable.
1.6. Sub-Purchase Order
2.5. Right to Inspect
Shall mean a contract placed by the Supplier or any Sub-Supplier for the
performance of part of the Goods. If the term Subcontract or similar terms appear 2.5.1. Supplier shall ensure that Client or its nominee has the right to inspect the
in the Purchase Order, they shall have the same meaning as Sub-Purchase Order Goods at any time during or after the manufacture, the construction or assembly
in this definition. thereof and to check on progress of the work under the Purchase Order, either
at Supplier's or its Sub-Suppliers works or wherever else the Goods may be or
1.7. Sub-Supplier work is carried out. Such inspection or check shall not relieve Supplier of any
Shall mean any other party to whom provision of part of the Goods has been sub obligation or liability under the Purchase Order.
let, whether by the Supplier, or by a Sub- Supplier. If the term Subcontractor, Sub-
Supplier or similar terms appear in the Purchase Order, they shall have the same 2.6. Omissions, errors and ambiguities
meaning as Sub-Supplier in this definition. 2.6.1. The Supplier shall ensure that the Goods are delivered in accordance with the
Article - 2. GENERAL TERMS OF PURCHASE Purchase Order. Any omissions, errors or other such deficiencies in the
Purchase Order shall not relieve the Supplier from his obligation to deliver the
2.1. Terms and Conditions Goods in accordance with international standards.

2.1.1. The Supplier shall provide the Goods to the Client in accordance with the terms set 2.6.2. The Supplier is responsible for notifying the Client of any errors, ambiguities or
out in the Purchase Order. discrepancies, between or within any of the Purchase Order sections, as and
when they are identified. Such deficiencies shall be clarified by the Client in
2.1.2. The following documents if applicable shall form part of the Purchase Order: writing and by an Instruction if the clarification involves a change to the Goods.
a) Request for Quotation/Proposal (RFQ/RFP), 2.6.3. The Supplier shall have a duty to mitigate costs and expenses arising from
b) Those General Conditions of Minor Purchases, errors, ambiguities and discrepancies and shall be liable for its own costs and
c) Related correspondence and expenses arising from a failure to notify the Client at the time an error or
ambiguity could reasonably have been identified by an experienced Supplier.
d) Supplier's offer
Supplier shall ensure that all documents referred to in the Purchase Order and any 2.7. Health, Safety and Environment
parts thereof are in Supplier's possession. 2.7.1. The Supplier shall operate, and shall cause all Sub-Supplier to operate, with the
2.1.3. The Purchase Order constitutes the entire agreement between the parties and utmost care for the health and safety of Supplier, Sub-Supplier, Supplier
supersedes all prior negotiations, representations, warranties and agreements Personnel and Client personnel and third parties, and for the environment.
related to the Contract, whether written or verbal. 2.8. Marking and Packing and reporting of dimensions
2.1.4. Standard terms and conditions of Supplier or any other terms and conditions 2.8.1. Apart from any additional instructions in the Purchase Order on packing,
specified by Supplier shall not apply to the Purchase Order, unless expressly marking and shipping, the Goods shall always be packed, marked and shipped
accepted in writing by Client. Reference to Supplier's documents shall have no in such a way as to prevent damage during transport to their final destination.
bearing on the terms and conditions of the Purchase Order, unless specifically The total weight in kilograms should be clearly marked on each and every
agreed to in writing by Client. individual package / material being supplied against a Purchase Order. The
2.1.5. All correspondence and documents relating to this Purchase Order shall be in the same information should be indicated in the delivery note against each item.
English language and be addressed to Client unless otherwise indicated by Client. 2.8.2. All packages should have the gross weight, dimensions, lifting points and centre
2.2. Delivery of gravity stencilled on the side of the package.

2.2.1. The date stipulated in the Purchase Order for the delivery of the Goods shall be 2.8.3. The country of origin and manufacturer of the Goods shall be stated on all
important to the Purchase Order. Without prejudice to Supplier's obligation to delivery documentation. Where required by the Client the Supplier shall provide
deliver the Goods on the delivery date specified in the Purchase Order, Supplier to the Client, in the required format, the packing dimensions and weight of all
shall give Client or its authorized representative, notice in writing, immediately if constituent parts of the Goods.
any delay is foreseen. Article - 3. INSTRUCTIONS & VARIATIONS TO THE PURCHASE ORDERS
2.2.2. The Supplier shall, at the first indication of delay considered to be attributable to the 3.1. Instructions
Client, and in consultation with the Client, make every effort to redeploy resources
on provision of the Goods in such a way as to mitigate all effects of delay. The Client shall, at its sole discretion, be entitled to issue Instructions to alter
the form, specification, quality or quantity of the Goods. No alteration shall in
2.2.3. The Goods shall be provided in accordance to the Client's specifications or, in the any way vitiate or invalidate the Purchase Order, but the value, if any, of all
absence thereof, according to internationally recognised good practice and
standards of workmanship. The Supplier undertakes that all Goods will be fit for the
purpose intended in the Contract.

RFQ NO : OGC/RFQ/17/7000003298 Page 4 of 6

 General Conditions for Minor Purchases

such alterations shall be accounted for and valued in accordance with the terms of Article - 7. RATES, INVOICING AND PAYMENT
the Purchase Order.
7.1. Terms of Pricing & Payment
3.1.1. The Supplier shall immediately proceed to carry out the Instruction. Where the
Supplier considers that issue of an Instruction results in the requirement for a 7.1.1. All rates, prices or sums set out in the Purchase Order are fixed and shall not be
Variation to the Purchase Order then the Supplier shall immediately give notice to subject to change, except by the Client in case of a variation to the Purchase
the Client of such. Full details of any additional payment shall be submitted within Order. Unless stated otherwise in the Purchase Order the currency of payment
seven (7) days of such notice being issued. shall be Rials Omani (OMR).

3.2. Variations 7.1.2. The Supplier shall be deemed to have satisfied itself on and taken due account
in the Purchase Order price of:
3.2.1. The Client shall have the right at any time to order any variation to the Purchase a) all the conditions and circumstances affecting the Purchase Order price;
Order that is within the capability and resources of the Supplier. If such variations
cause an increase or decrease in the Purchase Order price or an alteration in the b) carrying out the work as described in the Purchase Order;
Delivery Date, Supplier shall so advise Client and shall give an estimate of the c) general circumstances at site; and
purchase price and/or date of delivery adjustment which, where applicable, shall be
based on the rates included in the Purchase Order. d) general labour requirements and restrictions.

Article - 4. SUSPENSION & TERMINATION 7.1.3. The Purchase Order price shall cover the completion of the Goods and all other
obligations of the Supplier and all costs incurred by the Supplier for and in
4.1. Suspension connection with the Purchase Order and shall be fixed for the duration of the
Purchase Order, unless explicitly stated otherwise in the Purchase Order.
4.1.1. The Client may at any time suspend the Purchase Order. Where such suspension
is required as a result of force majeure or the Supplier's failure to perform an 7.1.4. The Client shall pay the invoices within forty-five (45) days of receipt of an
obligation under the Purchase Order then no additional payment shall become due invoice submitted in accordance with the Purchase Order, except for any
to the Supplier as a result of such suspension of the Purchase Order. disputed or insufficiently documented items.

4.1.2. In the event that the Client suspends the Purchase Order for a period in excess of 7.1.5. All payments made by the Client to the Supplier shall be made by bank transfer
Sixty (60) days then the parties shall mutually agree whether or not to continue the to the Supplier's nominated bank account. The Supplier's nominated account
Purchase Order in addition to any substantiated price adjustments. shall be in the name of and solely owned by the Supplier.

4.2. Termination 7.1.6. Invoices should not include any altered, disputed or other unapproved amounts
additional to those stated in the applicable PO. In this respect it's confirmed that
4.2.1. The Client may at any time terminate the Purchase Order by written notice. this restriction in no way limits the Supplier's rights under the Purchase Order.
a) Where the Client terminates the Purchase Order as a result of the 7.1.7. Neither the presentation nor payment of an individual invoice shall be
Supplier's material non-performance of an obligation under the Purchase irrevocable or constitute a settlement of a dispute or otherwise waive or affect
Order, or in the event that the Supplier has ceased to pay its debts when the rights of the parties to the Purchase Order.
they become due, or has filed a request for suspension of its payments prior
to delivery of all Goods in accordance with the Purchase Order, Client may, 7.1.8. Invoices shall only be considered for payment provided all other contractual
at its option, return the Goods and re-transfer ownership to Supplier, and/or obligations have been fulfilled. No invoice shall be certified for payment until all
claim damages. outstanding related HSE and Quality audit Non-Conformance's have been
b) In the event that the Supplier fails to perform an obligation under accepted as being complete by the Client.
the Contract and subsequently fails to act to remedy such failure within 14
days of being issued with written notice to do so by the Client then the Client 7.1.9. Notwithstanding that all invoices and valuations of the work are subject to the
shall have the right, but not the obligation, to terminate the Purchase Order in Client approval, the Supplier is responsible for the correct valuation of the work
accordance with Article 4.2.1 a). strictly in accordance with the Purchase Order. The Supplier's valuation should
accurately represent the work completed and shall include all substantiating
c) In the event the Client terminates the Purchase Order for any other documentation necessary to establish, verify or otherwise validate amounts due
reason than those stated in a) above, the Client shall pay the Supplier for all under the Purchase Order.
work completed up to the date of termination plus all reasonable costs, if
any, resulting from cancellation of the Purchase Order. 7.2. Right to offset

4.3. Survival of terms and conditions 7.2.1. In the event of the Supplier's default the Client shall always have the right to set
off against any payment which may be due or become due to the Supplier any
4.3.1. Termination of the Purchase Order shall not relieve the parties of any continuing moneys which may be owing or payable by the Supplier to the Client or
rights, obligations and liabilities under the Contract, including but not limited to the recoverable by the Client from the Supplier.
Articles headed “Right of audit”, “Warranty on Goods”, “Liability” and
“Confidentiality.” 7.2.2. In the event of dispute between the Client and Supplier then the Client may hold
from amounts which become due to the Supplier the Client's valuation of the
Article - 5. SUB-SUPPLIERS work which is under dispute.
5.1.1. Without Client's prior written consent, Supplier shall not assign the design, Article - 8. WARRANTY ON GOODS
engineering, provision, manufacture, construction or assembly of the Goods or any
major part or component thereof to any Sub-Supplier. Client may request that any 8.1. Warranty for the Goods
contract which Supplier may wish to conclude with such a Sub-Supplier shall be
submitted to Client for review prior to signature. In such case Supplier shall only 8.1.1. Supplier warrants and represents that the Goods shall be of good quality and
choose those Sub-Suppliers approved by Client, but Supplier shall not be relieved workmanship, free of errors and defects and shall comply in all respects with
of any of its obligations or liabilities under the Purchase Order by such acceptance. requirements of the Purchase Order. Unless agreed otherwise, if any defect of
the Goods (other than arising from fair wear or tear or disregard of Supplier's
5.1.2. Supplier shall stipulate in any contract with a Sub-Supplier that Client may assume operating instructions)
the rights and obligations of Supplier under that contract upon notification by Client.
a) appears within 12 months from the date of delivery, in accordance with the
Article - 6. CUSTOMS DUTY AND TAXES delivery terms, or

6.1. Customs Duty b) results from a cause reported to or discussed with the Supplier during the
period described in paragraph (a), Supplier shall forthwith remedy such
6.1.1. Supplier shall pay Oman Customs Duty in accordance with the laws of the defects to the satisfaction of Client at Supplier's own expense.
Sultanate of Oman for the Goods. Supplier shall hold the Client harmless against
any penalty, fine etc. that might be imposed on Client by the non payment, partial 8.1.2. Client shall notify Supplier of any defect that has appeared.
payment or otherwise avoidance of duty. 8.1.3. The rights and remedies of the Client in respect of warranties and guarantees
6.2. Taxes as outlined in this clause are exclusive rights and remedies and are in lieu of
any other rights or remedies provided by law or otherwise.
6.2.1. All rentals, royalties, fees, charges, taxes, levies, duties and fines or penalties of
whatever nature and charged to or levied or imposed on the Supplier within or 8.2. Repairs by others
outside the Sultanate of Oman in connection with the performance of the Purchase 8.2.1. Notwithstanding the above, repair may be effected or replacement may be
Order by Supplier, or any work in connection therewith, shall be for the account of made by the Client, or a third party on its behalf, at the Supplier's expense and
and be borne by Supplier. Supplier shall indemnify Client against all rentals, without authorisation by the Supplier in the event that the Supplier has failed to
royalties, fees, charges, taxes, levies, duties and fines or penalties of whatever inspect or to repair the defects in the Goods within a reasonable time after
nature and charged to or levied or imposed on the Client which are in accordance having been notified by the Client.
with this clause are for Supplier's account.
In any such event, repair and replacement effected or made by the Client, or a
6.2.2. It shall be the Supplier's responsibility to investigate and establish his liability for all third party on behalf of the Client, shall be deemed to be effected and made by
taxes, levies, charges etcetera, which may be applicable to or be levied in the Supplier, and this Article - 8 shall remain in effect, except in case of repairs
connection with the performance of the Purchase Order or any work in connection resulting in any detriment of the Goods.
therewith.
In cases where it would be unreasonable or impractical for the Client to obtain
the Supplier's authorisation or to give the Supplier an opportunity to inspect and/
or remedy such defects, or obtain the Supplier's authorisation,

RFQ NO : OGC/RFQ/17/7000003298 Page 5 of 6

 General Conditions for Minor Purchases

repair may be effected or replacement be made by the Client, or third party on not have been foreseen or prevented by that party when exercising reasonable
its behalf, at the Supplier's expense and without authorisation by the Supplier. diligence, including but not limited to:
The Client shall notify as soon as practically feasible the Supplier that such a a) earthquakes, landslides;
repair or replacement is being or has been made. Such repairs and
replacements shall not be covered by this Article - 8 unless such works have b) explosion and fire, unless as a direct result of the Supplier or of his Sub-
been reviewed and approved by the Supplier. Any Goods repaired and/or Supplier's negligence or acts or omissions;
replaced by or for and on behalf of the Client may be inspected by the c) riot, commotion, sabotage or civil disorder, unless solely restricted to
Supplier until 45 days after notification to the Supplier. employees of the Supplier or of his Sub-Suppliers;
Article - 9. LIABILITY d) contamination by radio-activity from any nuclear fuel, nuclear waste or radio-
active toxic explosion;
9.1. Loss or Damage e) war, hostilities (whether or not war is declared), invasion, act of foreign
9.1.1. Supplier shall be liable (without formal notice of non-compliance or judicial enemies or embargo; and.
intervention being required) for any loss or damage incurred by Client arising out or f) rebellion, revolution, insurrection, or military or usurped power or civil war.
in conjunction with Supplier's or its Sub-Supplier's non-compliance with the terms
and conditions of the Purchase Order. Supplier's total liability under this Article 10.5.1. In the event of Force Majeure neither the Client nor the Supplier shall be
shall in aggregate, be limited to the total value of the Purchase Order, except in the responsible for any failure to fulfil its obligations under the Purchase Order if and
event of wilful failure or gross negligence in which said limitation of Supplier's to the extent that fulfilment has been delayed, hindered or prevented by Force
liability shall not apply Majeure, provided that the Supplier shall have the benefit of this provision only if
it takes all reasonable steps to protect the Goods and minimise the effects of
9.1.2. Liability for consequential losses any Force Majeure event on the Goods and the Delivery Date thereof. Where
the delay due to reasons of Force Majeure lasts for more than sixty (60) days,
Neither the Client nor the Supplier shall be liable to the other for any indirect or the Parties shall meet to negotiate in good faith if and how to proceed with the
consequential loss which may be suffered by the other in connection with the Purchase Order.
performance of the Purchase Order, including but not limited to the loss of use, loss
of profits, loss of production, loss of revenue or business interruption. The costs in 10.6. Liens, attachments
connection with detection of defects, inspection, transport, repair, replacement,
reinstallation and retesting of the Goods, shall not be deemed indirect or 10.6.1. The Supplier warrants that neither the Goods nor any part thereof, nor any other
consequential loss or damage. goods made available by, or under the responsibility of the Client in connection
with the Work (regardless of whether the Goods are under custody of the
9.1.3. Liability for third party Supplier, or under custody of the Sub-Suppliers or third parties) are or shall in
future be encumbered with any right of preference, right to withhold, lien or other
Supplier shall be liable for, and shall indemnify and hold harmless Client from and property right whether fiduciary or otherwise. The Supplier hereby relinquishes
against any loss or damage incurred by any third party arising out of or in any and all rights as herein indicated and shall immediately notify the Client of
conjunction with the negligent performance or non performance of the Purchase any claims under this Article.
Order by Supplier.
10.6.2. The Supplier shall hold harmless and indemnify the Client from and against all
Article - 10. MISCELLANEOUS liens, attachments or claims by Sub-Suppliers in connection with or arising out
of the Purchase Order. The Client shall, with prior notification to the Supplier,
10.1. Right of Audit have the right to withhold the amount involved in the cost arising out of such
10.1.1. For the purpose of reviewing and verifying compliance with the Purchase Order lien, attachment or claim from any payment due to the Supplier and to call on
and/or the quantities and cost of reimbursable items and of items charged by any performance bond, if applicable, until removal of such lien or attachment or
specified rate, the Client or its authorised representatives shall have access at all settlement of such claim by the Supplier.
reasonable times to all personnel, books, records, correspondence, instructions, 10.7. Compliance with Laws and Regulations
plans, drawings, receipts, vouchers and memoranda of both the Supplier and any
Sub-Supplier pertaining to performance of the Purchase Order. The Client or its 10.7.1. The Supplier shall comply with and shall cause its Subcontractors and Supplier
authorised representatives shall have the right to reproduce and retain copies of Personnel to comply with all applicable laws and regulations of the Sultanate of
any of the aforesaid documents. Oman.
10.2. Ownership, Patents, Copyrights and Trademarks 10.7.2. If, as a result of change(s) of legislation which take effect in Oman after the
Effective Date and could not have been foreseen by the party affected at the
10.2.1. Both parties shall defend, indemnify and hold harmless the other party and its time of entering into the Contract, the cost of providing the Goods increases or
officers, personnel or agents against any and all liability, loss or expense by reason decreases by an amount equal to two percent (2%) or more of the value of the
of any claim, action or litigation in respect of any alleged or actual infringement of Purchase Order, then the Client and the Contractor shall in good faith negotiate
any patent, copyright or trademark, foreign or domestic, resulting from the use of and agree an adjustment of the rates. For the purpose of this Article, legislation
the Goods. Because a party has exclusive control of resolving infringements claims means laws and decrees issued by His Majesty the Sultan of Oman and
hereunder, in no event will a party be liable for the other party's attorney fees or ministerial decisions and regulations issued by the competent authorities
cost. pursuant to such laws and decrees, with the exception of laws, decrees,
10.3. Licenses and Permits ministerial decisions and regulations concerning corporation, income or profit
tax.
10.3.1. Supplier shall obtain any license or other permit, which is required in Oman or any
country for the performance of the Purchase Order. The Purchase Order shall be 10.8. Confidentiality
conditional upon such license or permit being available in good time. 10.8.1. All information obtained by the parties in connection with the performance of the
10.4. Software agreements Purchase Order (other than information which is in public domain) shall be
considered confidential and the parties shall not divulge such information to any
10.4.1. Where as part of the Purchase Order the Supplier provides licensed software then third party, and shall cause his personnel and Sub-Vendors not to divulge such
Supplier's software license shall include, but not limited to, the following: - information to any third party, either during the term of the Purchase Order but
not later than 10 years after receipt thereof, except with the prior written consent
a) The Supplier shall provide the Client with a non-exclusive licence to use the of the Client.
software solely for the Client's operational purposes in accordance with the
provisions of the software license. 10.9. Business Ethics and Principles
b) The Supplier and its Sub-Suppliers shall retain ownership of the software.
10.9.1. The Supplier shall not give or offer or agree to give to any person in the services
c) The Client shall not reverse compile, disassemble, or otherwise reverse engineer of the Client any gift or consideration of any kind which is, or could reasonably
this software. be construed as being, an inducement or reward for doing or promising to do
d) The Client shall not transfer the license to utilise the software to a third part any act in relation to the obtaining or execution of this or any other contract with
without the Supplier's prior consent, which shall not be unreasonably withheld. the Client or for showing or promising to show favour or disfavour to any person
in relation to this or any other contract with the Client.
e) The licence granted within this Article is effective from the date that the Supplier
installs the software. 10.9.2. Without prejudice to any other rights that the Client may have, the Client may
terminate the Purchase Order immediately upon notice in writing should the
Client agrees to defend, indemnify and hold harmless Supplier from all damages Supplier violate the provisions of this Article.
and third party claims, causes of action or damage arising from unauthorized use of
the provided software. 10.10 Terms of Assignment
10.5. Force Majeure 10.10.1. The Supplier shall not assign its rights or obligations under the Contract, in
whole or in part, without the prior written consent of the Client.
10.5.1. Definition
10.11. Applicable Law
“Force Majeure” means an event beyond the control of the Client and the Supplier
which makes it impossible or illegal for a party to fulfil any term or condition of the 10.11.1. The Purchase Order shall be construed and take effect in accordance with the
Purchase Order, which is not attributable to the fault or negligence of the party laws of Oman.
affected and/or his Sub-Suppliers and which could
10.12. Notices

10.12.1. All notices under the Contract/PO shall be in writing.

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