PROVISION OF SUPPLY AND DELIVERY OF ELECTRICAL
AND MECHANICAL PARTS FOR PETRONAS CARIGALI IRAQ
HOLDING B.V. (PCIHBV).
TENDER NO.:
PCIHBV/2019/MRP/2495
TERMS AND CONDITIONS
PREAMBLE
This PURCHASE ORDER is made and entered into this [●] day of
[●] 2018 (“EFFECTIVE DATE”), between PETRONAS CARIGALI
IRAQ HOLDING B.V., a company incorporated under the laws of
the Netherlands and having its registered office at Claude
Debussylaan 24, 1082 MD Amsterdam, The Netherlands, and its
site offices at Garraf Base Camp, Garraf Oil field, Qalat Sukkar
District, Thi Qar Province Republic of Iraq
(“PCIHBV”) of the first part and [●], a company incorporated
under the laws of [●] and having its place of business at [●]
(“SUPPLIER”) of the second part.
(Hereinafter the companies of the first and second parts may be
referred to singularly as the "Party" and collectively as the
"Parties".)
This PURCHASE ORDER is issued by PCIHBV to the SUPPLIER for
the supply of the GOODS by the SUPPLIER as specified herein
and in accordance with the terms and conditions of this
PURCHASE ORDER.
ARTICLE 1 – DEFINITIONS
1.1 “AFFILIATE” means any company or other entity that directly
or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with, a Party
to this PURCHASE ORDER. "Control" means ownership of
more than fifty percent (50%) of the voting stock of the
controlled company or the direct or indirect right to
determine its actions by contract or otherwise.
1.2 "GOODS" means the goods, equipment and/or items to be
supplied and delivered by the SUPPLIER pursuant to this
PURCHASE ORDER.
1.3 "PCIHBV" means PETRONAS CARIGALI IRAQ HOLDING B.V.
including its personnel, representatives, successors-in-title
and permitted assigns, as the case may be.
1.4 “PERSONNEL” means the employees, officers, directors,
personnel, agents, representatives, subcontractors,
contractors and/or invitees.
1.5 "PURCHASE ORDER" means this document and any other
document appended hereto and shall constitute the entire
PURCHASE ORDER between the parties. The following
documents shall form part of this PURCHASE ORDER:-
EXHIBIT I - Scope of WORK
EXHIBIT II - Schedule of Compensation
EXHIBIT III - Administrative Procedures
EXHIBIT IV - PMD GAO
EXHIBIT VI - Health, Safety and Environment
R 4.1 The SUPPLIER shall supply and deliver the GOODS as
1.6 "SUPPLIER" means [●] and includes the SUPPLIER's
personnel, representatives, successors-in-title and
permitted assigns, as the case may be.
ARTICLE 2 - DURATION OF PURCHASE ORDER
The PURCHASE ORDER shall commence from the EFFECTIVE
DATE and shall be valid until the end of the WARRANTY PERIOD
or unless terminated as specified under ARTICLE 15
(TERMINATION) or otherwise frustrated or discontinued.
Terms and
Conditions
Page : Page 1 of 7
ARTICLE 3 – SUPPLY AND ACCEPTANCE OF GOODS
3.1 The SUPPLIER shall carry out all of its obligations under the
PURCHASE ORDER, including the supply and delivery of the
GOODS with all due care and diligence and with the skill to
be expected of a reputable supplier experienced in the
supply and delivery of the types of GOODS to be supplied
and delivered under the PURCHASE ORDER.
3.2 The SUPPLIER shall supply and deliver the GOODS as
required by PCIHBV and in strict compliance with the
provisions of this PURCHASE ORDER and the instructions of
PCIHBV consistent with this PURCHASE ORDER. The
SUPPLIER shall then observe all plans, programs,
specifications, schedules and instructions provided or made
by PCIHBV for supplying the GOODS. Prior to the supply of
the GOODS, and/or at any time thereafter as may be
requested by PCIHBV, the SUPPLIER shall furnish reports
and proposed schedules indicating the status of and the
progress to be expected during the course of the supply of
the GOODS. PCIHBV shall have the right to reject the
GOODS or any part thereof which does not comply with the
PURCHASE ORDER. The SUPPLIER shall also furnish all
required item, tools, equipment, materials, supplies,
technology and personnel which are necessary to effect and
complete the supply and delivery of the GOODS and fulfil all
of its obligations under this PURCHASE ORDER, and shall be
responsible for the same at all times.
3.3 [The SUPPLIER shall keep records of items and quantities
sold to PCIHBV for the purpose of monitoring the
consumption of GOODS. The records shall be based on the
format entitled monthly inventory report attached hereto in
EXHIBIT III - ADMINISTRATIVE PROCEDURES, and shall be
sent to PCIHBV by the seventh (7th) day of each month.]
3.4 The foregoing shall not however be construed to exclude
the SUPPLIER's duty to exercise diligence and to supply the
GOODS in accordance with the warranty set forth in
ARTICLE 5 (WARRANTY).
3.5 The GOODS shall be supplied and delivered according to
the following delivery term:-
Bidder confirm its ability to deliver all GOODS “Delivered
Duty Paid (DDP) (Incoterms 2010 edition) to Garraf Base
Camp, Qala’at Sukkar, District of Rifa’I, Thi Qar, Republic of
Iraq” within eight (8) weeks upon issuance of "Purchase
Order" (PO).
ARTICLE 4 - TIME
instructed by PCIHBV and by the date stipulated by PCIHBV.
Time shall be of the essence in this PURCHASE ORDER.
4.2 If the SUPPLIER fails to deliver the GOODS as per the
milestones and/or delivery schedule as specified in EXHIBIT
I – SCOPE OF SUPPLY, the SUPPLIER shall pay or allow
PCIHBV to deduct from the price stipulated in EXHBIT II –
SCHEDULE OF COMPENSATION (“PRICE”), a sum
calculated at an amount of one percent (1%) of the PRICE
per day of delay or any part thereof up to a maximum
aggregate of ten percent (10%) of the PURCHASE ORDER
Tender NO.: PCIHBV/2019/MRP/2495

PROVISION OF SUPPLY AND DELIVERY OF ELECTRICAL
AND MECHANICAL PARTS FOR PETRONAS CARIGALI IRAQ
HOLDING B.V. (PCIHBV).
TENDER NO.:
PCIHBV/2019/MRP/2495
PRICE as liquidated and ascertained damages for the period
during which the GOODS have not been accepted by
PCIHBV. Alternatively, PCIHBV may deduct such damages
from any monies due to the SUPPLIER.
4.3 The SUPPLIER and PCIHBV hereby agree that these amounts
of liquidated and ascertained damages are fair and
reasonable because of the difficulty of ascertaining the
exact amount of damages that PCIHBV may sustain by
reasons of such delay in achieving the milestones and/or
delivery schedule of the GOODS. The payment or deduction
of such damages shall not relieve the SUPPLIER from its
obligations and liabilities under this PURCHASE ORDER. The
payment of the damages is in addition to and not in lieu or
substitution of any other remedy in law or equity that may
be available to PCIHBV.
4.4 In the event that the delay exceeds the period where the
maximum amount of liquidated and ascertained damages
are payable, PCIHBV shall have the right to terminate this
PURCHASE ORDER for cause pursuant to ARTICLE 15
(TERMINATION) hereof.
ARTICLE 5 - WARRANTY
5.1 The SUPPLIER represents, warrants and guarantees that all
GOODS supplied under this PURCHASE ORDER are new,
unused, free from defects (including defects in materials and
workmanship), and fit and suitable for the purpose for which
they are intended for and shall comply with the
specifications stated in this PURCHASE ORDER, for a period
of eighteen (18) months from the date of receipt of the
GOODS by PCIHBV or twelve (12) months after the GOODS
have been put into commercial operation or proper use,
whichever is later (“WARRANTY PERIOD”).
5.2 The SUPPLIER’s scope of warranty in ARTICLE 5.1 above
shall cover all expenses to replace or repair, at PCHIBV’s
option, all GOODS found to be defective during the
WARRANTY PERIOD, and all other services associated
therewith. Any new GOODS replacing the defective GOODS
during the WARRANTY PERIOD shall be warranted under the
same terms and conditions for a further period of twelve (12)
months from the date of replacement.
5.3 Without prejudice to any rights available to PCIHBV, should
the SUPPLIER fail to repair or replace the GOODS or any part
thereof to the satisfaction of PCIHBV or otherwise make
good any defect as required by PCIHBV within the specified
period after delivery of written notice to the SUPPLIER by
PCIHBV, PCIHBV shall, without prejudice to its other rights
or remedies under this PURCHASE ORDER or under law
including termination pursuant to ARTICLE 15
(TERMINATION), be entitled to have such GOODS or part
thereof, as the case may be, repaired and/or replaced by its
PERSONNEL or by another contractor appointed by
PCIHBV. In such event, PCIHBV shall be entitled to recover
from the SUPPLIER the total cost incurred by PCIHBV
thereof, or may deduct the same from any money due or
which may become due to the SUPPLIER, and if there is no
or insufficient money available, the SUPPLIER shall
reimburse PCIHBV within thirty (30) days after invoicing by
PCIHBV for all such costs.
5.4 The SUPPLIER shall obtain from its subcontractors and
suppliers, for assignment to PCIHBV, the best possible
Terms and
Conditions
Page : Page 2 of 7
warranties and guarantees with respect to materials, goods
and workmanship incorporated or installed into the GOODS
by the SUPPLIER. In the event that the SUPPLIER obtains
more favourable warranties and guarantees from its
subcontractors and/or suppliers than those in this ARTICLE,
such warranties and guarantees shall be assigned to
PCIHBV.
ARTICLE 6 - HEALTH, SAFETY AND ENVIRONMENT
6.1 The SUPPLIER shall be responsible for the health and safety
of its PERSONNEL and for the SUPPLIER's safe supply and
delivery of the GOODS. The SUPPLIER’s PERSONNEL and/or
the PCIHBV’s PERSONNEL may at any time inspect the
SUPPLIER’s work area to discover any defects, potential
sources of injury or dangerous conditions and operations.
The SUPPLIER shall then warn its PERSONNEL and PCIHBV’s
PERSONNEL of the existence of such operations, dangers,
defects or conditions, and shall rectify them immediately.
6.2 The SUPPLIER shall comply at all times with the
requirements as set forth by PCIHBV in its safety manuals,
policies, procedures and special instructions from time to
time, and all requirements stipulated in the PURCHASE
ORDER, as well as all laws (whether international, national,
local or otherwise) and regulations pertaining to safety,
health, environmental protection, fire protection and
security regulations which are applicable to the location
where the GOODS are being manufactured, fabricated,
assembled, transported, supplied and/or delivered. The
SUPPLIER shall also ensure that all GOODS, materials and
the SUPPLIER's items, tools and equipment used in the
supply and delivery of the GOODS comply with all relevant
laws, regulations and requirements as may be imposed by
the Government of Iraq or any other relevant authorities
having jurisdiction and shall meet generally accepted
industry standards for occupational safety and health.
6.3 In the event that the SUPPLIER breaches this ARTICLE,
PCIHBV shall have the right to terminate this PURCHASE
ORDER for cause pursuant to ARTICLE 15.2
(TERMINATION).
ARTICLE 7 - INVOICING AND PAYMENT
7.1 The SUPPLIER shall submit its invoice(s) after the GOODS
have been accepted by PCIHBV and in accordance with the
payment instructions as set out in EXHIBIT II – SCHEDULE
OF COMPENSATION. PCIHBV's prior written approval must
be obtained for all reimbursable expenses outside of the
lump sum PRICE and claims for such expenses shall be
supported by original supporting documents.
7.2 All of the SUPPLIER’s invoices shall be addressed to the
address specified below:
Original Copy to:
PETRONAS CARIGALI IRAQ HOLDING B.V. –
GARRAF OPERATIONS,
Garraf Base Camp (GBC), Qalat Sukkar,
Rifa’I District, Thiqar Province,
Republic of Iraq
Attn: Head, Finance Operations
Tender NO.: PCIHBV/2019/MRP/2495

PROVISION OF SUPPLY AND DELIVERY OF ELECTRICAL
AND MECHANICAL PARTS FOR PETRONAS CARIGALI IRAQ
HOLDING B.V. (PCIHBV).
TENDER NO.:
PCIHBV/2019/MRP/2495
Any invoices submitted to any other person in PCIHBV or to
any other addresses of PCIHBV other than as stated above
shall be deemed null and void, and the SUPPLIER shall be
required to re-submit the invoices to PCIHBV at the
aforesaid address.
7.3 Unless otherwise stated in the PURCHASE ORDER, PCIHBV
shall, subject to any dispute over the invoice and any
prevailing withholding tax requirements in any country and
ARTICLE 8 (TAXES AND DUTIES) below, make payment of
all undisputed amounts due under the invoice to the
SUPPLIER within thirty (30) days of the date of receipt of
such invoice by PCIHBV.
7.4 Should PCIHBV dispute any item or amount in any invoice
submitted by the SUPPLIER, PCIHBV shall so notify the
SUPPLIER within thirty (30) days following receipt of the
invoice, specifying the disputed items and the reason for the
dispute. Payment of the disputed items or amounts shall be
withheld until settlement of the dispute either by mutual
agreement or in accordance with the provisions of ARTICLE
21 (ARBITRATION). PCIHBV shall make payment of any
undisputed items, provided that the SUPPLIER shall first
furnish to PCIHBV a credit note indicating the line item and
amount disputed, in order for the payment for the
undisputed item to be completed. Interest shall not be
levied on any payments so withheld by PCIHBV. All
payments made by PCIHBV shall not preclude the right of
PCIHBV from thereafter disputing any of the items or
amounts paid.
7.5 Subject to PCIHBV’s receipt of the credit note in accordance
with ARTICLE 7.4 above, payment of undisputed items or the
undisputed amount in each invoice will be made within
thirty (30) days after receipt of invoice submitted in
accordance with ARTICLE 7.2. If the date for payment falls
on a weekend or on a public holiday at PCIHBV’s place of
business, then the actual due date for payment shall be the
next working day thereafter.
7,6 PCIHBV shall have the right to deduct, withhold or set off
from any payment to be made by PCIHBV to the SUPPLIER
under this PURCHASE ORDER, any monies which in
PCIHBV’s reasonable opinion are or may become due from
the SUPPLIER to PCIHBV under this PURCHASE ORDER or
otherwise at law. PCIHBV's right of deduction or set off
under this PURCHASE ORDER is in addition to and not in
replacement of those rights available to it under this
PURCHASE ORDER or at law.
7.7 Payment shall be made to the SUPPLIER's bank account as
informed by the SUPPLIER to PCIHBV. In the event that the
SUPPLIER would like to assign the payment under this
PURCHASE ORDER to another entity, PCIHBV in its sole
discretion, may accept assignment to be made to an
AFFILIATE of the SUPPLIER, subject to the SUPPLIER
furnishing PCIHBV with all such documents and/or
information as may be required by PCIHBV from time to
time. Any assignment made to a third party which is not an
AFFILIATE of the SUPPLIER is strictly prohibited.
7.8 The SUPPLIER shall express the charges and payment for the
GOODS in United States Dollars and PCIHBV shall make all
payments in United States Dollars, unless otherwise agreed
by the Parties.
Terms and
Conditions
Page : Page 3 of 7
ARTICLE 8 - TAXES AND DUTIES
8.1 The SUPPLIER shall pay all taxes, duties, assessments,
royalties or other charges levied by any government
authority in connection with the supply and delivery of the
GOODS and performance of this PURCHASE ORDER.
8.2 PCIHBV shall have the right to withhold from any payment
due or which may become due to the SUPPLIER under this
PURCHASE ORDER an amount determined at the
applicable rate as set from time to time for the purpose of
settling taxes, to the extent that such withholding may be
required by the Iraqi General Commission of Taxes (“GCT”)
or any relevant authorities thereof or by the government of
any other country. Payment by PCIHBV to the respective
governmental office of the amount of money so withheld
will relieve PCIHBV from any further obligation to the
SUPPLIER with respect to the amount so withheld. If
applicable, the SUPPLIER shall submit to PCIHBV a letter
from the GCT stating that the SUPPLIER is a fiscal resident
in Iraq for establishing the amount of withholding tax that
SUPPLIER is subject to, failing which, PCIHBV shall consider
the SUPPLIER a non-resident of Iraq for tax purposes and
thereby subject to the withholding tax provision at the
highest applicable rate until such time as the required letter
is submitted to PCIHBV. PCIHBV shall have the right to
withhold the final installment or last payment under this
PURCHASE ORDER as required by the Iraqi governmental
authorities or any relevant authorities thereof or the
government of any other country, and the SUPPLIER shall
provide, within ninety (90) days from the completion of the
PURCHASE ORDER or such other period as may be
approved by PCIHBV, a clearance certificate from the GCT
in order for the amount to be released, failing which,
PCIHBV shall remit the amount of money so withheld to
the respective governmental authority.
8.3 The SUPPLIER shall protect, indemnify, save and hold
PCIHBV harmless from all employment taxes and/or social
security contributions assessed or levied against or on
account of wages, salaries or other benefits paid to or
enjoyed by any of the SUPPLIER’s PERSONNEL or the
SUPPLIER’s subcontractor’s PERSONNEL, and all taxes
assessed or levied against, on or for account of any item,
tools and/or equipment of the SUPPLIER or its
subcontractor.
8.4 If, as a result of any change in tax law or regulations
applicable to the PURCHASE ORDER which is not in force
on the EFFECTIVE DATE, the SUPPLIER’s tax burden is
materially increased or decreased, then PCIHBV and the
SUPPLIER shall meet and in good faith discuss with a view
to arriving at an equitable arrangement so as to take account
of such changes.
ARTICLE 9 - ACCESS AND AUDIT
PCIHBV shall have the right to have access to the SUPPLIER's
premises as well as audit all of the SUPPLIER's documents and
records related to this PURCHASE ORDER. Such right shall
remain in force until up to two (2) years after the expiry or earlier
termination of this PURCHASE ORDER.
ARTICLE 10 - LIABILITIES AND INDEMNITIES
Tender NO.: PCIHBV/2019/MRP/2495

PROVISION OF SUPPLY AND DELIVERY OF ELECTRICAL
AND MECHANICAL PARTS FOR PETRONAS CARIGALI IRAQ
HOLDING B.V. (PCIHBV).
TENDER NO.:
PCIHBV/2019/MRP/2495
10.1 The SUPPLIER shall, in the execution of this PURCHASE
ORDER, be responsible for and shall protect, indemnify, save
and hold PCIHBV harmless from and against any and all
claims, demands, and causes of action for any property
and/or personal damage, injury and/or death arising out of
the act or omission to act, negligent or otherwise, of the
SUPPLIER or its PERSONNEL.
10.2 PCIHBV shall not be liable to the SUPPLIER (including their
AFFILIATE and PERSONNEL) in respect of any indirect,
special or consequential damages or losses including but
not limited to loss of product, loss of business opportunity,
loss of profit and loss of production, whether actual or
anticipated, and the SUPPLIER shall defend, indemnify and
hold PCIHBV harmless therefrom.
ARTICLE 11 – INTELLECTUAL PROPERTY INDEMNITY
The SUPPLIER shall protect, indemnify, save and hold PCIHBV
harmless from any claim arising out of any infringement of
copyrights, patents, trademarks, registered designs or other
rights which may arise as a result of the purchase or use of the
GOODS supplied and delivered by the SUPPLIER.
ARTICLE 12 - INSURANCE
The SUPPLIER shall effect and maintain at its own cost, all
applicable insurances as may be required to cover the SUPPLIER’s
liabilities under this PURCHASE ORDER or as may be required by
PCIHBV or any relevant law from time to time.
ARTICLE 13 - SUBCONTRACTS AND ASSIGNMENT
13.1 The SUPPLIER shall obtain PCIHBV's prior written approval
before the SUPPLIER can subcontract or assign this
PURCHASE ORDER or any part thereof, any portion of the
GOODS, or money due under this PURCHASE ORDER.
13.2 PCIHBV may assign, novate and/or transfer all or any of its
rights, interests, title, benefits and/or obligations under this
PURCHASE ORDER to any person, at any time at its sole
discretion, provided that the SUPPLIER is notified of such
assignment, novation and/or transfer. The SUPPLIER hereby
irrevocably and unconditionally undertakes to do all acts
and things necessary to give effect to the aforesaid
assignment, novation or transfer of all or any of PCIHBV’s
rights, interests, title, benefits and/or obligations under this
PURCHASE ORDER to another person, including without
limitation executing, signing and/or preparing any novation
agreement, assignment agreement, consent notice,
document or instrument as may be required by PCIHBV
from time to time.
ARTICLE 14 - SUSPENSION
PCIHBV shall have the right to suspend this PURCHASE ORDER
at any time at its sole discretion. Such suspension shall remain in
force until such time it is lifted or waived in writing by PCIHBV.
No payment shall be due or liable to the SUPPLIER during or as a
result of the aforesaid suspension period, and PCIHBV shall not
be liable to the SUPPLIER for any indirect, special or
consequential damages or losses including but not limited to loss
of product, loss of business opportunity, loss of profit and loss of
production, whether actual or anticipated, caused by any
suspension of the PURCHASE ORDER or part thereof.
Terms and
Conditions
Page : Page 4 of 7
ARTICLE 15 - TERMINATION
15.1 Without prejudice to any other rights PCIHBV may have
under this PURCHASE ORDER or under law, if PCIHBV in its
sole discretion determines that the SUPPLIER has
committed any breach of the terms and conditions of this
PURCHASE ORDER or part thereof, PCIHBV shall have the
right to terminate this PURCHASE ORDER by giving notice
in writing to the SUPPLIER.
15.2 Without prejudice and in addition to PCIHBV’s rights to
termination as maybe provided herein or at law, PCIHBV
may terminate this PURCHASE ORDER at any time and
without assigning any reason therefor by giving notice in
writing to the SUPPLIER.
15.3 Upon the termination of this PURCHASE ORDER by
PCIHBV, the SUPPLIER shall cease performance of the
PURCHASE ORDER and cause the return to PCIHBV of all
or any sums previously paid by PCIHBV in respect of
GOODS which is not supplied and/or delivered at the time
of termination.
15.4 Further, unless otherwise provided in this PURCHASE
ORDER, in the event of termination, the liability of PCIHBV
to the SUPPLIER (if any) shall not exceed the amounts, if any,
due for GOODS accepted by PCIHBV as at the date of
termination. Any payment made in respect of termination
shall be in full and final settlement of any claims which
SUPPLIER may have under this PURCHASE ORDER or under
law.
15.5 For the avoidance of doubt, notwithstanding any other
provision of this PURCHASE ORDER, PCIHBV shall not be
liable to the SUPPLIER for indirect, special or consequential
damages or losses including but not limited to loss of
product, loss of business opportunity, loss of profit and loss
of production, whether actual or anticipated, as a result of
any termination under this PURCHASE ORDER.
ARTICLE 16 - FORCE MAJEURE
16.1 Neither Party shall be liable to the other Party for any breach
of the terms and conditions of this PURCHASE ORDER
where such breach occurs as a result of events of force
majeure. Events of force majeure shall include, but is not
limited to, acts of God, wars (declared or undeclared),
rebellion, insurrection, acts of terrorists, act of government
or government bodies (including legislative bodies, courts
and executive officers of agencies), strikes, boycotts,
lockouts or other labour disturbances, unusually severe
weather, or any other similar matters beyond the control
and/or which could not be avoided by the Party affected by
the same. The PURCHASE ORDER shall be deemed
suspended pursuant to ARTICLE 14 (SUSPENSION) for the
duration of the event of force majeure. If such event of force
majeure continues beyond seven (7) days, PCIHBV shall
have the right to terminate this PURCHASE ORDER, without
any compensation to SUPPLIER.
16.2 Notwithstanding the above, at no time during the duration
of this PURCHASE ORDER shall the political and security
conditions generally prevailing at the delivery point of the
GOODS and/or within the Garraf Contract Area and/or in
the Republic of Iraq on the EFFECTIVE DATE constitute an
event of force majeure.
Tender NO.: PCIHBV/2019/MRP/2495

PROVISION OF SUPPLY AND DELIVERY OF ELECTRICAL
AND MECHANICAL PARTS FOR PETRONAS CARIGALI IRAQ
HOLDING B.V. (PCIHBV).
TENDER NO.:
PCIHBV/2019/MRP/2495
ARTICLE 17 - LIENS AND CLAIMS
The SUPPLIER shall protect, indemnify, save and hold PCIHBV
harmless from all liens, claims and encumbrances caused by the
SUPPLIER’s or the SUPPLIER’s PERSONNEL’s actions. PCIHBV
shall have the right to retain from any amount it owes to the
SUPPLIER a sum sufficient to offset such lien, claim and/or
encumbrances until such lien, claim and/or encumbrances is
fully satisfied, discharged or settled.
ARTICLE 18 - CONFIDENTIALITY
The SUPPLIER shall strictly maintain the confidentiality of this
PURCHASE ORDER and all matters arising out of it (including but
not limited to any and all information supplied by PCIHBV) which
are not in the public domain.
ARTICLE 19 - ACTIONS ON BEHALF OF PCIHBV
19.1 In performing its duties and obligations under the
PURCHASE ORDER, the SUPPLIER shall not take any actions
on behalf of PCIHBV or conduct any operations that would
subject either Party to liability or penalty under any law,
rules, regulations, or decrees by any government authority.
19.2 The SUPPLIER is an independent contractor and neither the
SUPPLIER nor its PERSONNEL, nor the SUPPLIER's
subcontractors or their PERSONNEL are or shall be deemed
to be agents or employees of PCIHBV.
19.3 The entire performance, operation, management and
control of the SUPPLIER’s items, tools. equipment and
PERSONNEL and the SUPPLIER’s subcontractors’ items,
tools, equipment and PERSONNEL shall be, and shall be
deemed to be, under the exclusive control and command of
the SUPPLIER.
19.4 The SUPPLIER's primary purpose shall be to perform all acts
necessary to supply and deliver the GOODS consistent with
safety and good industry practice. The presence of and the
inspection and supervision by PCIHBV’s PERSONNEL of the
supply and delivery of the GOODS shall not relieve the
SUPPLIER from its obligations and responsibilities under this
PURCHASE ORDER.
ARTICLE 20 - LAW
20.1 This PURCHASE ORDER is governed and construed in
accordance with the laws of England, excluding any conflict
of laws rules which would refer the matter to any other
jurisdiction. For the avoidance of doubt, a person who is not
a party to this PURCHASE ORDER shall have no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce
any terms of this PURCHASE ORDER notwithstanding that
any such term may purport to confer or may confer or may
be construed as conferring a benefit on such third party.
20.2 Notwithstanding the above, the SUPPLIER and its
PERSONNEL shall remain subject to all applicable laws in
connection with the PURCHASE ORDER, including but not
limited to any relevant laws of the Republic of Iraq. If the
SUPPLIER or its PERSONNEL supply or deliver any of the
GOODS contrary to applicable law, then the SUPPLIER shall
bear any additional costs resulting from the said violation
and the correction thereof. For the purposes of this
Terms and
Conditions
Page : Page 5 of 7
ARTICLE 20 (LAW), "law" includes any laws (national, state,
municipal, local or others) and any requirements, ordinance,
rules or regulations of any relevant authority or agency
(national, state, municipal, local or others). The SUPPLIER
shall bear all costs for compliance with all applicable laws,
rules and regulations and obtaining all regulatory approval,
licences and permits required for the performance of this
PURCHASE ORDER.
20.3 The SUPPLIER shall, at its sole cost and expense, register all
its PERSONNEL, irrespective of whether they are local or
expatriate staff, with the Iraqi Social Security Department,
Labour Office and tax authorities, and the SUPPLIER shall
submit proof of these registrations to PCIHBV for PCIHBV’s
records. All required fees, payments and contributions in
respect thereof shall be borne by the SUPPLIER.
20.4 All non-Iraqi SUPPLIER’s PERSONNEL shall be in possession
of all the required regulatory approval, licences and permits
(including without limitation valid visas and work permits),
which shall be applied for and maintained by the SUPPLIER
at the SUPPLIER’s sole cost.
ARTICLE 21 - ARBITRATION
21.1 Any dispute, controversy or claim arising out of or in
connection with this PURCHASE ORDER whether in delict,
contract, under statute or otherwise, including any question
regarding its existence, validity, interpretation, breach or
termination, shall be finally and exclusively resolved by
arbitration under the London Court of International
Arbitration (“LCIA”) Rules as are in force as at the date of this
PURCHASE ORDER ("LCIA RULES"), which rules are deemed
to be incorporated by reference into this PURCHASE
ORDER.
21.2 The venue of the arbitration shall be the LCIA, London,
England, United Kingdom, and the language of the
arbitration shall be the English language. There shall be one
(1) arbitrator selected in accordance with the LCIA RULES.
The arbitrator shall be independent and impartial. Any
challenge of an arbitrator shall be decided by the LCIA. The
arbitrator shall have the power to rule on his/her own
jurisdiction, including any objections with respect to the
existence, validity or effectiveness of the arbitration
agreement under this PURCHASE ORDER. The arbitrator
may make such ruling in a preliminary decision on
jurisdiction or in an award on the merits, as he/she considers
appropriate in the circumstances.
21.3 Default by any Party shall not prevent the arbitrator from
proceeding to render an award. Any award of the arbitrator
shall be final and binding on the Parties. The Parties
undertake to carry out any 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 award may be sought in any court of competent
jurisdiction.
ARTICLE 22 - CONFLICT OF INTEREST
22.1 The SUPPLIER shall, throughout the duration of the
PURCHASE ORDER, exercise reasonable care and due
diligence to prevent the occurrence of any act or omission
which would result in a situation of conflict of interest
against the best interest of PCIHBV. For the purposes of this
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HOLDING B.V. (PCIHBV).
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ARTICLE and in relation to this PURCHASE ORDER, the
obligations of the SUPPLIER shall apply in toto to the
activities of its PERSONNEL and/or family members of the
PERSONNEL of PCIHBV.
22.2 The SUPPLIER represents and warrants that it has not made
or offered and will not make or offer, with respect to any
matter in this PURCHASE ORDER, any payment, gift,
promise, benefit, payment of unlawful gratuities, or other
advantage (whether pecuniary or otherwise) of any nature
whatsoever, whether directly or through intermediaries, to
or for the benefit of any person, including PCIHBV’s
PERSONNEL or any public official (i.e. any individual
performing an official function of a government
department, public agency, public enterprise, public
international organisation or political party), which violates
the laws of the Republic of Iraq or any applicable laws, or
the principles described in the United Nations Convention
Against Corruption, which entered into force on December
5, 2005.
22.3 The SUPPLIER agrees that as to any matter arising out of
this PURCHASE ORDER, it shall: (i) maintain adequate
internal controls; and (ii) accurately record all transactions
in its books and records.
22.4 The SUPPLIER agrees, warrants, covenants and undertakes
that in the event the SUPPLIER shall be in breach of the
terms and conditions of this ARTICLE or any part thereof
for any reason whatsoever, PCIHBV shall be entitled to
terminate the PURCHASE ORDER pursuant to ARTICLE 15
(TERMINATION) by reason of such breach without any
payment of compensation to the SUPPLIER. Upon
termination, the SUPPLIER shall cause the return to PCIHBV
of all or any sums previously paid by PCIHBV in respect of
GOODS which are not supplied and/or delivered at the
time of termination.
22.5 The SUPPLIER represents and warrants that no agent,
broker or person has been retained or paid a commission
or brokerage or contingent fee for the sole purpose of
securing the execution of this PURCHASE ORDER, provided
however that this warranty shall not apply with respect to
the employees of the SUPPLIER or established commercial
or marketing organizations retained by the SUPPLIER. For
any established breach of this ARTICLE, PCIHBV shall have
the right to deduct the actual amount of any such
commission or fee paid by the SUPPLIER in violation of this
warranty from the amount due to the SUPPLIER forthwith
without prejudice to any other rights PCIHBV may have
under this PURCHASE ORDER, including termination
pursuant to ARTICLE 15 (TERMINATION).
22.6 The SUPPLIER shall comply with the relevant parts of the
PETRONAS Code of Conduct and Business Ethics, Country
Supplement, other applicable rules, regulations, policies,
procedures, guidelines and requirements as updated by any
entities within the PETRONAS group of companies from
time to time in the performance of this PURCHASE ORDER.
A copy of the PETRONAS Code of Conduct and Business
Ethics and Country Supplement can be obtained from:-
http://www.petronas.com.my/about-
us/governance/Pages/governance/code-of-conduct-
business-ethics.aspx
ARTICLE 23 – LOCAL CONTENT
Terms and
Conditions
Page : Page 6 of 7
23.1I n the procurement of any item, tools, equipment, facilities,
goods, materials, supplies and services required for the
supply and delivery of the GOODS, the SUPPLIER shall, to
the extent that it is technically and economically practicable,
source from Iraqi companies and shall use its best
endeavours to employ suitable and qualified Iraqi personnel
for the supply and delivery of the GOODS.
23.2 In particular, the SUPPLIER shall give priority to hiring Iraqi
personnel for the supply and delivery of the GOODS,
particularly to residents of the Garraf Contract Area, and also
to give priority to Iraqi-manufactured goods, suppliers and
manufacturers in the purchase of item, tools, equipment,
facilities, goods, materials, supplies and services required for
the supply and delivery of the GOODS, provided that it is
technically and economically practicable to give such
priority.
23.3 The SUPPLIER shall obtain, engage and/or employ any
unskilled labour required for the supply and delivery of the
GOODS from the Garraf Employment Committee or any
equivalent regulatory body in Garraf, Iraq (“GEC”), and the
SUPPLIER shall do all things necessary and make all
necessary applications in respect of the same to the GEC, at
its sole cost.
ARTICLE 24 - NOTICES
24.1 All notices required herein shall be in writing and shall be
deemed to have been properly given or made if sent to the
respective Party at the address indicated below:
TO PCIHBV :
ADDRESS : Garraf Base Camp, Garraf Oil field, Qalat
Sukkar District, Thi Qar Province Republic
of Iraq
ATTENTION : Head, Sourcing & Contract Management
TELEPHONE :
TELEFAX :
TO SUPPLIER :
ADDRESS :
ATTENTION :
TELEPHONE :
TELEFAX :
24.2 Notice shall be deemed to have been received:
If delivered by hand - At time of delivery to either Party
If sent by fax - At time of transmission
If sent by registered mail - At time of receipt or record of
delivery
24.3 If the time of such deemed receipt of notice is not during
customary hours of business, notice shall be deemed to
have been received at 10.00 a.m. on the first customary day
of business thereafter. Oral communication and e-mail shall
not constitute notice for the purposes of this PURCHASE
ORDER.
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PROVISION OF SUPPLY AND DELIVERY OF ELECTRICAL

AND MECHANICAL PARTS FOR PETRONAS CARIGALI IRAQ Terms and
HOLDING B.V. (PCIHBV). Conditions
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24.4 Either Party may change the person or address to which of any discrepancy among the Exhibits, PCIHBV shall
notice shall be sent by giving the other Party written notice determine which Exhibits shall prevail.
of such change.
25. 6 Where any special conditions are stated on the form of this
24.5 All invoices for payment shall be directed to the address as PURCHASE ORDER, those conditions shall apply equally
given in ARTICLE 7 (INVOICING AND PAYMENT) herein. with the general conditions shown above except that where
any inconsistency arises between the general and special
ARTICLE 25 - MISCELLANEOUS conditions, the special conditions shall apply.

25.1 This PURCHASE ORDER is non-exclusive, and PCIHBV 25.7 Notwithstanding anything to the contrary in this PURCHASE
reserves the right to engage other suppliers to supply similar ORDER, the liabilities and obligations of the Parties under
or identical goods. The SUPPLIER shall afford such other this PURCHASE ORDER arising prior to the expiry or earlier
suppliers adequate opportunity to carry out their contracts termination of this PURCHASE ORDER shall survive the
and shall supply the GOODS in co-operation with those expiry or early termination of this PURCHASE ORDER.
suppliers and with PCIHBV.
25.8 Further, notwithstanding anything to the contrary in this
25.2 Where the SUPPLIER is a corporation or a body corporate, PURCHASE ORDER, ARTICLE 5 (WARRANTY), ARTICLE 7
the SUPPLIER represents and warrants that it is a corporation (INVOIVING AND PAYMENT), ARTICLE 8 (TAXES AND
duly organized, validly existing and in good standing under DUTIES), ARTICLE 9 (ACCESS AND AUDIT), ARTICLE 10
the law of the place of its incorporation, has all requisite (LIABILITIES AND INDEMNITIES), ARTICLE 11
corporate power and authority to enter into and be bound (INTELLECTUAL PROPERTY INDEMNITY), ARTICLE 15
by the terms and conditions of this PURCHASE ORDER, and (TERMINATION), ARTICLE 17 (LIENS AND CLAIMS),
does not breach any applicable laws, rules, regulations and ARTICLE 18 (CONFIDENTIALITY), ARTICLE 21
any contracts with third parties when performing its duties (ARBITRATION), ARTICLE 24 (NOTICES) and ARTICLE 25
and obligations under this PURCHASE ORDER. (MISCELLANEOUS) shall survive the expiry or earlier
termination of this PURCHASE ORDER.
25.3 In the event that a determination, binding upon PCIHBV and
the SUPPLIER, is made that one or more provisions of the
PURCHASE ORDER are void, unenforceable or unlawful, THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
then the provisions found to be void, unenforceable or BLANK
unlawful shall be severed from the PURCHASE ORDER and
shall be of no further effect. For the avoidance of doubt, all
other provisions of the PURCHASE ORDER shall continue in
force to the extent they are not affected by such voidness,
unenforceability or illegality thereby, provided that as a
result of such determination, either the rights and
obligations of the Parties hereunder are not materially
adversely affected and/or the Parties agree to maintain this
PURCHASE ORDER in force together with such
amendments as may be necessary or advisable.

25.4 The failure of either Party to exercise any option, right or

privilege hereunder, or demand compliance as to any
obligation or covenant shall not constitute a waiver of any
such right, privilege or option or of the strict performance
thereof unless an expressed waiver is properly executed and
evidenced in writing. Waivers by either Party of any breach
or non- observance by the other Party of any of the terms
and conditions of this PURCHASE ORDER shall not
constitute or be construed as a waiver of any succeeding
breach or non- observance of the same or any other term
or conditions.

25.5 This PURCHASE ORDER constitutes the entire agreement

between the Parties hereto and supersedes all prior
negotiations, representations or agreements related to this
PURCHASE ORDER, either written or oral, except to the
extent that they are expressly incorporated into this
PURCHASE ORDER. No changes, alterations or
modifications to this PURCHASE ORDER shall be effective
unless in writing, and executed by the authorised signatories
of PCIHBV and the SUPPLIER. In the event of any conflict or
inconsistency between the terms and conditions of this
PURCHASE ORDER and the Exhibits to this PURCHASE
ORDER, the terms and conditions shall prevail. In the event

Tender NO.: PCIHBV/2019/MRP/2495