Supplychain terms & condition-2

These Terms and Conditions are part of the Purchase Order to which these Terms and Conditions are attached (“Order”).This Order constitutes the entire agreement between Al Haditha
Petroleum Services Co. and its vendor(s) (“Supplier”), both of whose name appears on the face of this Order. This Order relates to the subject matter of this Order, as set out on the face of
the Order, and any representation, affirmation of fact and course of prior dealings or promise in connection herewith shall not be binding upon either Party unless made in accordance with
Article 16. This Order will be governed by these terms and conditions as modified by the terms and conditions on the face of this Order, which shall prevail.

1. Price The price of the goods/services (collectively, the “Items”) covered by this Order shall be the price shown for each of such Items on the face of this Order. If the price column of this
   Order is marked “To Advise” or similar instruction, Supplier shall advise Al Haditha Petroleum Services SAOC of the price for such Items prior to delivery or performance.
2. .Payment Terms Unless alternate payment terms are agreed between the Parties, payment will be made 45 – 60 days from the date of receipt of items or receipt of invoice whichever is later
   unless any other payment terms have been agreed in writing; provided, however, no payment will be due prior to Supplier’s delivery to and acceptance by Al Haditha Petroleum Services SAOC
   of any goods or completion by Supplier and acceptance by Al Haditha Petroleum Services SAOC of any services. If discounts are offered, Al Haditha Petroleum Services SAOC shall have the
   option to pay invoices according to discount terms. Invoices shall be submitted in original to Al Haditha Petroleum Services SAOC at the address indicated on the face of this Order. If, at anytime prior to the delivery of any Item to Al Haditha Petroleum Services SAOC by Supplier, Al Haditha Petroleum Services SAOC is made aware of an opportunity to purchase any Item from
   a third party source for a price below that being offered by Supplier, Al Haditha Petroleum Services SAOC may terminate this Order as to that Item and purchase that Item from such third
   party source without being in default hereunder or terminating this Order as to any other Items covered by this Order. Al Haditha Petroleum Services SAOC will advise Supplier of the offered
   lower price within five (5) days of being made aware of the lower price and afford Supplier the opportunity to meet such lower price. If Supplier does not choose to meet the third party price,
   Al Haditha Petroleum Services SAOC may take the action indicated above.
3. .Delivery, Packing and Invoices. Time is of the essence in the performance of this Order. Delivery shall be made in the quantities, to the location and on the delivery date(s) specified by Al
   Haditha Petroleum Services SAOC on the face of this Order. Supplier shall, at its expense, exert every reasonable effort necessary to meet the agreed delivery dates. Supplier shall notify Al
   Haditha Petroleum Services SAOC immediately if it appears that the delivery schedule set forth herein may not be met. Such notification shall include the reasons for anticipated delays, steps
   being taken by Supplier to remedy any such delays, and a proposed revised delivery date. No charges for packing, cartage or crating will be paid unless stated herein. All shipments not
   accompanied by a packing ticket must accept Al Haditha Petroleum Services SAOC’s count as final and conclusive. Each container must be marked to identify contents and must show Order
   or lot number as appropriate. Separate invoices for each shipment and notice of shipment in the number of copies specified in this Order, must be forwarded to Al Haditha Petroleum Services
   SAOC on the day of shipment. Invoices must show Order and part numbers and be accompanied by original Bills of Lading or Express Waybills when shipment is by carrier. Hazardous Items
   must be marked, labeled and offered for transportation in accordance with all applicable requirements.
4. Substitution/Deviation. No substitutions changes or alterations to any specification, invoice or Order requirement will be made without the written consent of Al Haditha Petroleum Services
   SAOC. Supplier shall not receive compensation in any form from Al Haditha Petroleum Services SAOC for unauthorized substitution or deviation.
5. Material and Equipment Furnished by Al Haditha Petroleum Services SAOC. All materials and equipment furnished by Al Haditha Petroleum Services SAOC other than on a charge basis or
   fully paid for by Al Haditha Petroleum Services SAOC, will be deemed as held by Supplier as bailee, and Supplier agrees to pay Al Haditha Petroleum Services SAOC for all such
   material/equipment damaged or lost by Supplier.
6. Installation. In the event that any Items ordered require installation or the services of a supervisor or expert, Supplier agrees to furnish the same as soon as reasonably possible, either with
   or without charge as agreed in this Order. That person will not be deemed to be the agent or employee of Al Haditha Petroleum Services SAOC, and Supplier assumes full responsibility for
   their acts and omissions.
7. Title. Title to Items purchased under this Order will pass to Al Haditha Petroleum Services SAOC on delivery at point of loading or acceptance by Al Haditha Petroleum Services SAOC as
   specified in the Order.
8. .Warranty. Without prejudice to any implied warranties (statutory or otherwise), Supplier warrants that all Items covered by this Order will conform to the specifications, drawings, samples
   and other description furnished or adopted by Al Haditha Petroleum Services SAOC and will be fit and sufficient for the purpose intended, serviceable, of good material and workmanship and
   free from defects. All Items received by Al Haditha Petroleum Services SAOC may be subject to inspection and rejection. Rejected materials for QC/QA reasons shall be returned at Supplier’s
   expense, including transportation charges previously paid by Al Haditha Petroleum Services SAOC. In the event of a breach of this warranty, Al Haditha Petroleum Services SAOC shall have the
   option to require Supplier to replace the defective material and/or to cancel this Order and/or sue for damages. Al Haditha Petroleum Services SAOC reserves the right to audit and have access
   to Supplier’s premises to verify that QC/QA requirements are being met by Supplier and its subcontractors.
9. .Further Stipulations. All representations and warranties regarding this Order are also deemed conditions and shall not be exclusive of other remedies of Al Haditha Petroleum Services SAOC.
10. Cancellation. Al Haditha Petroleum Services SAOC may cancel this Order for any reason whatsoever upon 30 days’ written notice to Supplier. Any Items where manufacturing has begun
    and are within five (5) days of completion, will be paid in full by Al Haditha Petroleum Services SAOC. All Items, not within five (5) days of completion, shall be paid for on the basis of actual
    costs of labor, materials and supplies applied to the production of such Items and proper and reasonable overhead expenses; provided, however, that such cost and expenses shall not exceed
    seventy-five percent (75%) of the quoted price of such Items.
11. Patent Protection. Supplier will release, defend and indemnify Al Haditha Petroleum Services SAOC from and against all actions, claims, demands, losses, damages, liabilities, awards, costs
    and expenses (including all reasonable attorneys’ fees) (“Claims”) resulting from any proceeding brought against Al Haditha Petroleum Services SAOC or any of its customers based on a Claim
    that any Item, or its use in the manner intended by the Supplier, infringes any patent. Supplier shall pay any judgment awarded as a result of any such proceeding against Al Haditha Petroleum
    Services SAOC or any of its affiliates or clients. If the use of any such item as intended by Supplier is prohibited, Supplier shall, at its own expense, either obtain for Al Haditha Petroleum Services SAOC and any of its clients the right to continue using such item, replace it with a non-infringing item, modify it so it becomes non-infringing, or remove such item and refund the purchase price and all transportation and/or installation costs.
12. Confidentiality. All drawings, specifications, and other technical, economic or other information, whether in written, oral or visual form, furnished by or on behalf of Al Haditha Petroleum
    Services SAOC or created or produced by Supplier for Al Haditha Petroleum Services SAOC in relation to this Order shall remain or become Al Haditha Petroleum Services SAOC’s property and
    shall be deemed to be the confidential information of Al Haditha Petroleum Services SAOC. Such confidential information shall not be reproduced, given or disclosed to any third party by
    Supplier without Al Haditha Petroleum Services SAOC’s prior express written consent and Supplier shall only use Al Haditha Petroleum Services SAOC’s confidential information for the purposes
    of this Order. Supplier shall limit internal dissemination of Al Haditha Petroleum Services SAOC confidential information to only those individuals whose duties justify their need to know such
    information. All confidential information shall be returned to Al Haditha Petroleum Services SAOC upon completion of this Order or upon Al Haditha Petroleum Services SAOC’s demand. Al
    Haditha Petroleum Services SAOC shall be under no obligation to keep confidential any information furnished to Al Haditha Petroleum Services SAOC hereunder by Supplier.
13. .Indemnity. Supplier shall release, indemnify, defend and hold Al Haditha Petroleum Services SAOC harmless from and against any and all Claims of any kind resulting from or arising out of,
    in conjunction with orrelated in any way to (a) the Items acquired or purchased by, provided to, or performed for Al Haditha Petroleum Services SAOC hereunder, whether used by Al Haditha
    Petroleum Services SAOC or by customers of Al Haditha Petroleum Services SAOC; or (b) a breach of any terms and conditions of this Order by Supplier or its subcontractor(s).
14. .Consequential Damages. Neither Al Haditha Petroleum Services SAOC nor the Supplier shall be liable to the other for any indirect, special, punitive, exemplary or consequential damages,
    including, but not limited to, damages for lost production, lost revenue, lost product, lost profits, lost business or business interruptions regardless of the sole, joint and/or concurrent
    negligence of either party, and each party hereby releases the other in this regard.
15. . Insurance. Supplier shall obtain and maintain Commercial General Liability Insurance and Comprehensive Automobile Liability Insurance at its expense with a reputable insurance company,
    properly safeguarding the Supplier against its liability hereunder, in amounts reasonably acceptable to Al Haditha Petroleum Services SAOC. Supplier shall furnish to Al Haditha Petroleum
    Services SAOC insurance certificates confirming such insurance, that the premiums have been paid, and specifying the names of the insurers, policy numbers and expiration dates. All such
    insurance policies shall provide that, in the event of cancellation, written notice of such cancellation shall be given to Al Haditha Petroleum Services SAOC at least fourteen (14) days prior to
    the effective date of such cancellation.
16. .Taxes. Prices quoted for Items supplied under this Order will be inclusive of sales and any other transaction taxes unless otherwise quoted by Supplier.
17. Force Majeure. If Supplier is unable by reason of Force Majeure to carry out any of its obligations under this Order, other than obligations to pay money, then on Supplier giving notice and
    particulars in writing to Al Haditha Petroleum Services SAOC within a reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended. “Force Majeure” shall
    include acts of God, laws and regulations, government action, war, civil disturbances, strikes and labor problems, lightning, fire, flood, washout, storm, breakage or accident to equipment or
    machinery, shortage of raw materials and any other causes that are not reasonably within the control of the Supplier.
18. Changes. The Parties may change or adjust the terms of this Order provided that no such change or adjustment shall be binding on either Party unless agreed to in writing.
19. Controlled or banned items : The supplier is responsible to understand the regulatory information of the Sultanate of Oman, up to the date so that all items/services delivered to Al Haditha
    Petroleum Services SAOC is in compliance with the countries rules and regulation. Supplier should not supply or agree to supply any material or services which is controlled or banned in the
    country at no circumstances. In case of any permit or approvals from the legal authority of the sultanate is required for any material or service, supplier should communicate to Al Haditha
    Petroleum Services SAOC in writing and upon written approval from AHPS to proceed with obtaining the permit or approval prior to the delivery of such services or materials,
20. Assignment. This Order is not assignable by Supplier without the prior written consent of Al Haditha Petroleum Services SAOC, such consent not to be unreasonably withheld.
21. Applicable and Governing Law. This Order shall be governed by and all disputes shall be resolved in accordance with the laws of England and Wales. The Parties agree to be subject to all
    laws, rules, regulations and decrees of any governmental or regulatory body having jurisdiction over the Items to be provided by Supplier or that may otherwise be applicable to this Order.
22. Mediation/Courts. For any dispute or claim (“Dispute”) arising out of this Order, the Parties will attempt to resolve any Dispute between them in good faith negotiations to reach a rapid
    and equitable solution. If the parties are unable to resolve a Dispute through negotiation, then the Dispute shall be referred to and finally resolved by the English Courts which shall have
    exclusive jurisdiction. Notwithstanding the provisions of this paragraph, the parties accept that they may take proceedings for injunctive or similar relief in the courts of any jurisdiction to
    restrain or prevent any breach of this Agreement.
23. .General. Failure of either Party to enforce any of the part of this Order shall not prevent a subsequent enforcement of such part or be deemed a waiver of any subsequent breach. Should
    any provision of this Order, or portion thereof, be unenforceable or in conflict with governing country, state, province, or local laws, the validity of the remaining provisions shall not be affected
    by such unenforceability, and this Order shall be construed as if such provisions were not contained herein.

1. Mobilization and de-mobilization as applicable per activity & schedule.
2. Establishment costs, services, stores, industrial facilities, workshops, fences, watching, lighting, safety, security, maintenance, messing facilities, accommodation, electricity, air, gas, water, fuel oil, grease cleaning and clearing up at all times..
3. Preparation and provide of relevant cost estimates, review of the scope of works, examine site conditions and restrictions and alike.
4. Supply of All required material, Consumables to carry the Entire Job.
5. Direct and indirect labor, equipment, fuel, electricity, water, wastes, wages, overtime, bonus, transportation, re-transportation, messing,
   travelling, housing, holidays, pensions, insurance, welfare, allowances, sick pay, protective clothing, safety equipment, other payments, contributions, taxes, levies or expenses payable in respect of labor as applicable under and in accordance with law, safety, health, welfare, paper consumptions, office consumables, etc.
6. Administration, agent’s fees, permits, management, telephone, fax, communication supervision costs, setting out, investigation, expenses, site and head office overheads, control, protection, as built records and information, financing costs, repairs.
7. Protection of existing services and structures and making good any damage within Contractor’s control at his cost.
8. Co-operation with other Contractors, third parties, local establishments, Wal is, municipality, government agencies, etc. Sufficient advance written notice for all important operations and service inspection.
9. All temporary supports and scaffolds.
10. Plant, machinery, equipment, fuel, lubricants, tools, temporary supports, hoisting and lifting equipment, staging and weather protection, scaffolding, shelters, transport, haulage.
11. Materials, consumables, safe storage, fixing in place, samples, testing, cleaning, waste, handling and multiple handling, duties.
12. Portable and non-portable water supply for exclusive use of Contractor site staff.
13. Other insurance, liabilities, obligations, responsibilities and risks arising out of the General Conditions for Construction Contracts and all other documents forming the Contract.
14. Fabrication, preparation, provide temporary supports, Carry out all examinations, tests and measurements which are specified or required to determine and guarantee the quality or any service or activity performed by the Subcontractor.
15. Management of third party Contractor/ Sub sub-Contractors.
16. Site restoration and provide final Mark-up documentation.
17. All the related requirements to this scope as per PDO Standards, including but not limited to getting the Permit for the work, quality, HSE, penalties, equipment, manpower, supervision etc.
18. The entire scope / work at site shall be complied and carried out in accordance with PDO specification & acquired approval wherever necessary or mandatory to satisfy the PDO, the documentation of the approvals shall be part of Subcontractor.
19. In Puts for As-built and Test pack, Pre commissioning, commissioning, calibration Etc.
20. Labor laws, Omanization as per PDO and Government Laws.
21. Interior accommodation, messing, transportation of Subcontractor’s Personnel and haulage of equipment to, from and around worksite, personal protective clothing and Equipment.
22. All plant, Equipment and hand tools engaged in the Services, Materials transportation (excluding transportation arranged by the Company), crane age, staging, scaffold, temporary works and services, lifting Equipment.
23. Rates shall take into account of all degrees of difficulty encountered on the Work which may include inter alia working around, over, under or through existing pipes, racks, cables, Equipment, etc. Rates shall allow for all costs arising from the difficulty of access to new Work and for working in and around existing installations whilst in full operation. Rates shall additionally include for working at any elevation including
    all necessary scaffolding, hoists and crane age. No claims shall be considered for an adjustment to the Rates should the degree of difficulty encountered on the Work differ from that expected by the Subcontractor.
24. Rates shall allow for the provision of all necessary temporary approach roads, temporary ramps and the like for transportation of personnel, construction Equipment and construction Materials including hard standings for storage of Materials required for performance of the Services and after completion reinstatement to previous conditions to Company approval. Access to the Works shall be Sub Contractor’s
    responsibility.
25. Standby time of manpower & machineries.
26.  Profit and Overheads.

General Inclusions:

1. Sub Contractor shall include in the Schedule of Rates for executing the whole of the Service specified or reasonably inferred from the SubContract. The Rates shall include for complying with the Company’s/ Contractor order of working and order of priorities.
2. The Schedule of Rates entered shall be deemed to be the final and fully inclusive cost for the Service, irrespective of the actual resources expended by the Subcontractor, as the Subcontractor shall be deemed to have fully satisfied himself as to all pertinent requirements of the Work.
3. Where Rates for composite items and Rates for individual parts of composite items exist in the Schedules, the Rate for the composite item shall prevail and be measured and therefore Rates for individual parts of composite items shall not be itemized in addition to the composite items. The Rates for composite items shall be deemed to be fully inclusive of all individual parts and shall be less than or equal to the sum of
   Rates of the individual parts.
4. Any delay in the Approved Schedule shall lead for Penalty.

Consumables Materials

1. 1. The Subcontractor shall provide all consumables Materials required to complete the Services and shall be included in Schedule of Rates, unless specifically stated elsewhere.
   2. Consumables Materials shall support all aspects of the Services (construction, pre-commissioning, commissioning, general services).
   3. Consumables are considered to be items which are used up in the Work and which are further necessary to complete the Service and eventually form part of the facilities. Consumables shall include but not necessarily be limited to:
      • a) Welding electrodes, welding gases, welding dams, fluxes.
      • b) Fuel for mobile plant and equipment.
      • c) All lubricating oils (to be supplied from Company approved stockists, as Per Document C3, Conditions for Engineering Services Contracts), including
        general mineral oils and specialist synthetics, as per Manufacturer’s recommended and Company approved lubricant lists.
      • d) Hydraulic oils, as above.
      • e) All greases and sealants, as above.
      • f) All cleaning Materials (solvents, detergents, brushes, brooms, rags, grinding pastes, specialist products and equipment).
      • g) Corrosion inhibitors.
      • h) Disposable protective clothing.
      • i) Water (potable and non-potable) shall be provided by the Company in accordance with Document (Will be informed before final contract),
        General Pricing Preambles, Article ‘Water Supply’, at the nominated supply point. Subcontractor shall transport.
      • j) All tyres, inner tubes and associated valves for mobile equipment.
      • k) Refrigerants for air conditioner units.
      • l) Acids and distilled water for batteries.
      • m) All components for H2S, CO2, Gas monitors, such as chemicals, batteries, tubes, test gases and other consumables.
      • n) Miscellaneous nuts, screws, washers, bolts, hook bolts, steel nails, cable clips, tying clips, raw plugs, raw bolts, U-bolts, shims expansion bolts, cable root markers, plugs.
      • o) Cable warning tapes, cable identification markers, cable terminators, insulating tape.
      • p) Neoprene rubber packing and the like.
      • q) Temporary supporting and closure materials.