Dealt by / Our ref / Phone / E-mail
----- / ----- / ----- / -----
Contract No. : / [order no.] [Date]
Revision : [Revision]


AGREEMENT No. / :
CONTRACTOR / Address
Attention
Effective Date
Item / DESCRIPTION OF WORKS / AMOUNT
AED
Tebodin Middle East (CUSTOMER) hereby requests and authorises Contractor to perform the following:
CONTRACTOR shall comply with the requirements set out in “house rules for
contractors performing work in, around or on tebodin premises” dated 1st March 2011
Total Fixed Lump Sum Price AED
Total in wordsArab Emirate Dirham.
Terms of Payment:

Commencement Date :Completion Date :

For Contractor / For Tebodin Middle East Ltd.
Name : / Name : / Name :
Signature : / Signature : / Signature :
Date : / Date : / Date :
Seal : / Seal :
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E510.362.005 Rev 01 February 2014

SMALL WORKS/SERVICES AGREEMENT TERMS AND CONDITIONS

This SMALL WORKS/SERVICES AGREEMENT together with any amendments, shall be governed by the Terms and Conditions detailed hereunder:

WHEREAS Tebodin Middle East Ltd. (hereinafter referred to as CUSTOMER) desires to have certain works/services performed as specified, the CONTRACTOR represents to have the necessary competence, experience to perform such works/services and is willing to do so in accordance with the Terms and Conditions hereinafter contained.

  1. The Effective Date of the SMALL WORKS/SERVICES AGREEMENT shall be that specified on the front sheet of this AGREEMENT.
  2. The works and/or services to be performed by CONTRACTOR under this SMALL WORKS/SERVICES AGREEMENT shall be in accordance with the description as specified herein and all documents and drawings so referred. At the option of the CUSTOMER, the scope may be increased of decreased.
  3. If CONTRACTOR is found liable to CUSTOMER for any default or defect in the works or services. CONTRACTOR’s liability shall be limited to perform, correct or re-perform the works/services, as the case may be, at no extra cost to CUSTOMER.
  4. The CONTRACTOR shall execute the works and/or services to be provided under this SMALL WORKS/SERVICES AGREEMENT by the completion date contained herein or by the scheduled period stated, all to the satisfaction and acceptance of the CUSTOMER.
  5. In respect of Payments:
  6. In consideration of performing his obligations under this SMALL WORKS/SERVICES AGREEMENT, CONTRACTOR shall be paid the full AGREEMENT PRICE within ninety (90) calendar days from the date of receipt of CONTRACTOR’s invoice accepted as correct by CUSTOMER.
  7. All invoices shall quote the number of the SMALL WORKS/SERVICES AGREEMENT and specify the CONTRACTOR’s bank account details. All payments shall be made by direct transfer to the bank detailed by CONTRACTOR on his invoice and accepted by CUSTOMER.
  8. CONTRACTOR warrants that the works/services provided under this SMALL WORKS/SERVICES AGREEMENT shall be performed in accordance with good customarily international standards/practices and skills and shall be free from defects and failure.

In the event that the works/services performed under this SMALL WORKS/SERVICES AGREEMENT include the provision of information and/or calculations for the purposes of use in future designs, CONTRACTOR warrants that such information and/or calculations shall be accurate in all respects.

  1. CONTRACTOR shall comply with the Safety Rules and Regulations as well as relevant laws and regulations of local statutory bodies and the Government of the United Arab Emirates.
  2. In respect of Liability and Indemnity:

8.1CONTRACTOR shall perform the works/services in a good and workmanlike manner and exercise all reasonable care, skill and diligence in the discharge of his obligations, under this SMALL WORKS/SERVICES AGREEMENT and shall indemnify CUSTOMER and hold it harmless against any claims, damages and loses which may be incurred by CUSTOMER as a result of CONTRACTOR’S breach of professional duty under this SMALL WORKS AGREEMENT by reason of any negligent act, error or omission. CONTRACTOR shall further indemnify, defend and hold harmless CUSTOMER from and against all liabilities and losses arising from any patent or copyright infringements and any breach of the confidentiality obligations contained in Article 10.

7.3 CONTRACTOR hereby indemnifies CUSTOMER against any and all claims, demands, costs and expenses, in respect of the death of or personal injury to any third party or personnel of CUSTOMER, as well as in respect of all loss of or damage to the property of CUSTOMER or any third parties, arising out of or concerned with this SMALL WORKS/SERVICES AGREEMENT. CONTRACTOR’S liability will be reduced proportionally to the extent only that a negligent act or omission of CUSTOMER has contributed to the loss, expenses, or damage.

8.3Each party here to shall be solely responsible for ensuring that appropriate insurance exists for Workmen’s Compensation and Employer’s Liability, Motor Vehicles and Public Liability and that adequate cover extends to the risks and events referred to under the SMALL WORKS/SERVICES AGREEMENT.

8.4The insurance policies obtained by CONTRACTOR shall contain a waiver of Insurers rights of subrogation against CUSTOMER, its agents, its subsidiaries and all employees, Engineers, Contractors/Sub-Contractors executing works/services at the same site/location.

  1. In respect of Suspension and termination:

9.1CUSTOMER shall have the right to suspend partly or as a whole at any time the performance of the works/services. In such event, CUSTOMER shall pay to CONTRACTOR for the works/services already performed up to the suspension.

9.2Notwithstanding any dispute arising between the Parties during the achievement of the works/services, CONTRACTOR shall bind himself not to suspend or delay partly or as a whole for any reason the performance of the works/services.

9.3CUSTOMER shall have the right to terminate this SMALL WORKS/SERVICES AGREEMENT if CONTRACTOR fails to carry out of the works/services or any part thereof in accordance with the provisions of this SMALL WORKS/SERVICES AGREEMENT. In such event, CONTRACTOR shall pay to CUSTOMER all reasonable costs incurred by CUSTOMER on account of such termination.

9.4CUSTOMER may also at its absolute discretion terminate this SMALL WORKS/SERVICES AGREEMENT. In such event of termination, CUSTOMER shall pay to CONTRACTOR for the work already performed up to termination.

  1. CONTRACTOR shall not, nor shall his employees, agents or representatives or his sub-contractors or their employees, agents or representatives, without the prior written consent of CUSTOMER, disclose or make available to any person, other than CUSTOMER, or use, directly or indirectly, except for the performance and implementation of this SMALL WORKS/SERVICES AGREEMENT, any information acquired from CUSTOMER, its subsidiaries or affiliates in connection with the performance of this SMALL WORKS/SERVICES AGREEMENT.
  2. CONTRACTOR shall not assign this SMALL WORKS/SERVICES AGREEMENT or any part thereof without the prior written consent of CUSTOMER. Notwithstanding any assignment to which CUSTOMER has given consent, CONTRACTOR shall remain responsible to CUSTOMER for the proper performance by the assignee of the works/services.
  3. CONTRACTOR shall not sub-contract any part of this SMALL WORKS/SERVICES AGREEMENT without the prior written consent of CUSTOMER. Such consent shall not relieve CONTRACTOR of any of his obligations hereunder or create any contractual relationship between CUSTOMER and his Sub-Contractors.
  4. No failure or omission by either Party to carry out or observe any of the terms and conditions of this SMALL WORKS/SERVICES AGREEMENT shall, except as herein expressly provided to the contrary, give rise to any claim against the Party in question or be deemed a breach of this SMALL WORKS/SERVICES AGREEMENT if such failure or omission arises from any cause beyond the control of that Party, excluding strikes occurring among the employees of CONTRACTOR or his Sub-Contractors.
  5. Any dispute, claim or differences arising out of or related to this SMALL WORKS/SERVICES AGREEMENT or breach thereof shall first be referred to the Parties for an amicable settlement and shall, in the event such referral fails, be finally settled by arbitration in Abu Dhabi in accordance with the Abu Dhabi Laws.
  6. In respect of laws:

15.1The laws of Abu Dhabi and the UAE shall apply to the performance of the SMALL WORKS/SERVICES AGREEMENT by CONTRACTOR. Such laws include without limitation any ordinance, rule, decree, regulation or order of any governmental authority or agency of Abu Dhabi or the UAE (state, national, municipal, local or other).

15.2CONTRACTOR shall hold harmless, defend and indemnify CUSTOMER from and against any liability or penalty which may be imposed by Abu Dhabi or the UAE governmental authorities on CUSTOMER by reason of any alleged violation or violation of laws of Abu Dhabi or the UAE arising out of his acts or omissions or of those of his personnel while performing the works/services in the United Arab Emirates.

15.3Contractor confirms, by signature to this Agreement, that it has endorsed the Code of Conduct for Subcontractors and Suppliers required by Bilfinger SE and all its group companies and will abide by the Code of Conduct

END

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E510.362.005 Rev 01 February 2014