Professional Documents
Culture Documents
INVITATION TO TENDER
C190080/TWC
SLICKLINE WRFM & ASSOCIATED SERVICES
BSP Page 1 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
TABLE OF CONTENTS
INVITATION LETTER
BSP Page 2 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Dear Sirs,
Brunei Shell Petroleum Company Sendiran Berhad (“COMPANY”) invites you (“TENDERER”) to submit a
TENDER for the provision of Surface & Subsurface Well Testing Services, more particularly set out in Part IV
– FORM OF CONTRACT DOCUMENTS of this Invitation to Tender in accordance with the terms and
conditions of the Invitation to Tender (“ITT”) attached.
This ITT is comprised of the following:-
i. This letter
ii. SECTION A TENDER ACKNOWLEDGEMENT
iii. SECTION B INSTRUCTIONS TO TENDERERS
iv. SECTION C FORM OF TENDER
This ITT does not constitute an offer and is subject to the terms and conditions in the ITT pack. Any costs
incurred in the preparation, presentation, demonstration or any other aspect in the process of submission of
your Tender to this ITT, evaluation, and contract negotiation is the responsibility of the TENDERER.
The COMPANY reserves the right to reject any and all TENDERS received. The TENDER submitted by
TENDERER shall be firm and the COMPANY shall have the right to accept any TENDER at any time before
the expiry of one hundred fifty (150) calendar days from the TENDER Deadline.
Any questions concerning this Invitation Letter must be directed to the following focal person only:
Name: Faizun Aminuddin Yaakub
Email address f.yaakub@shell.com
Please note that contacting any person other than the focal person above may jeopardise our consideration
of your TENDER.
You are required to submit your TENDER no later than Monday 9:00am 27th January 2020 (“Tender
Deadline”). Late bids will not be entertained nor admitted.
Please read the Tender Instructions in the ITT pack carefully as FAILURE to comply with the procedures
contained therein may invalidate your TENDER.
You are required to submit a signed and scanned portable document copy (pdf) of the Form of
Acknowledgement no later than three (3) calendar after issue date of the ITT by email to the above-mentioned
focal point and to upload the same Form of Acknowledgement in Emptoris. [For Emptoris, kindly refer to Part
I – ITT- Section 4 (a) and (b) – Delivery of Tender for instructions to upload into Emptoris].
Yours faithfully,
SCM/513
BSP Page 3 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Dear Sir,
We acknowledge receipt of your Invitation to Tender (ITT) in respect of the above referenced services.
We have received all the documents listed in the ITT without damage and in usable condition.
We have read the ITT and we confirm that we intend to submit a bona-fide Tender by the date and time stated
in your letter of Invitation to Tender unless we advise otherwise within one (1) week of the date
collected/received.
We confirm that if we do not submit a TENDER by the due date, or we are advised by Brunei Shell Petroleum
Company Sendirian Berhad that our TENDER has been unsuccessful, we shall return all TENDER documents.
We confirm that we shall return the Non-Disclosure Agreement and the Declaration of Business Principles
within seven (7) days of receipt of Tender Documents.
Signature : ____________________________________________________________
Position : ____________________________________________________________
Date : ____________________________________________________________
BSP Page 4 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
2. TENDER ACKNOWLEDGEMENT
2.1 TENDERERS are required to complete the TENDER ACKNOWLEDGEMENT included in Section A
of the Tender documents, and return an e-copy of the signed acknowledgement to the host via e-
tendering within seven (7) days of receipt of the ITT.
2.2 Should the completed TENDER ACKNOWLEDGEMENT not be received, COMPANY shall assume
that the TENDERER does not intend to TENDER and no further notices, addenda or bulletins shall
be issued to the TENDERER.
3. REQUEST FOR FURTHER INFORMATION
3.1 Any request for further information/clarifications or site visits which may be required by the
TENDERER in order to complete it’s TENDER or make any interpretation thereof, must be submitted
via Emptoris addressed to the Host. Any such request must be made not later than seven (7)
calendar days prior to the closing date for TENDERS. TENDERER’S should note that no verbal
communication should be made to COMPANY personnel during the TENDER process and that any
such communication may result in TENDERER being disqualified from submitting a bid.
3.2 Any further information, interpretation, advice or modifications given by or agreed upon by COMPANY
pursuant to 3.1 above shall be distributed to all TENDERERS via Emptoris.
4. NON-DISCLOSURE AGREEMENT
4.1 All TENDERERS must enter into a Non-Disclosure Agreement included in Section C. This document
obliges the TENDERERS not to divulge confidential information and holds the TENDERER
responsible for protection of all COMPANY proprietary information and know-how made available to
it either directly or indirectly.
4.2 TENDERERS shall execute the Non-Disclosure Agreement included in Section C on receipt of the
Tender Documents and return an e-copy to COMPANY via Emptoris addressed to the Host within
seven (7) days of the date of receipt of the ITT.
5. BUSINESS PRINCIPLES DECLARATION
All TENDERERS shall complete the Business Principles Declaration included in Section C. The
declaration is an acknowledgement by the TENDERER that their business principles are consistent
with COMPANY’s and are communicated to their employees, and further, TENDERER recognises the
responsibilities set out in the declaration. The signed declaration is to be returned to COMPANY via
Emptoris addressed to the Host within seven (7) days of the date of receipt of the ITT.
BSP Page 5 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
BSP Page 6 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
8. RETURN OF TENDERS
8.1 The closing date and time for submission of TENDERS is 09.00 hours on Monday 27th January
2020 on the date advised in the ITT, or the following working day if the day is a COMPANY holiday.
8.2 TENDERS received later than the closing date and time shall be rejected, regardless of the means of
delivery to COMPANY. If TENDERER can demonstrate exceptional circumstances as the reason for
late delivery, the decision as to whether or not to accept the late TENDER shall rest entirely with
COMPANY.
8.3 Except under exceptional circumstances, no extension to the date and time by which TENDERS must
be submitted shall be granted.
8.4 TENDERS may be withdrawn via the e-tender system or by written, faxed, telexed or telegraphed
request only, but such request must be received by COMPANY prior to the closing date and time for
receipt of TENDERS.
9. CONSIDERATION OF TENDERS
9.1 COMPANY hereby reserves the right to request any further information it may deem necessary to
evaluate the TENDER, which may include, but not be limited to, a breakdown of, or supplement to,
any lump sum prices, rates or percentages tendered. COMPANY may also elect to utilise the multi
round TENDER process, which would require TENDERER to re-submit the Commercial section of the
TENDER after being provided with feedback from COMPANY regarding sufficiency of prices, rates or
percentages. The number of any such re-submissions is variable and will depend on the results
received by COMPANY.
9.2 COMPANY may require, prior to the award of any subsequent CONTRACT, satisfactory evidence of
the successful TENDERER’s credit worthiness and financial soundness and capacity to handle the
CONTRACT and in this connection the TENDERER may be required to furnish a certified copy of its
latest published accounts, details of similar contracts successfully completed, a banker’s reference,
details of existing third party loans or guarantees (if any) and similar relevant information.
10. ACCEPTANCE OF TENDERS
10.1 COMPANY does not undertake to accept the lowest, or any part, or all of any TENDER, and may
accept a TENDER in part or in whole at its sole discretion.
10.2 The successful TENDERER (if any) will be required to enter into a formal CONTRACT with COMPANY
which will be on the same terms and subject to the same conditions contained in the Tender
Documents, subject to any mutually agreed modifications, including those arising from further
information requested and provided in accordance with the FORM OF AGREEMENT included under
cover of the Tender Documents.
10.3 COMPANY shall not be deemed to have accepted any offer unless and until a CONTRACT is duly
signed or an unconditional letter of award is sent by COMPANY or a fax or telex of the unconditional
award is received by the successful TENDERER.
10.4 The successful TENDERER (if any) will be required to enter into a CONTRACT with COMPANY under
the same business name as that under which its TENDER was submitted.
11. E-TENDERING RULES
11.1 General
(a) The TENDER submission for the goods/services to be procured shall be obtained using the
Emptoris e-tendering system. This replaces the conventional method of submitting the sealed
priced commercial submission in response to an ITT.
(b) The TENDERERS will access Emptoris via the internet from their own office. Other than a PC
with a web browser and internet access, no other technology is required to access and use the
system.
(c) The TENDERER’s nominated personnel shall have the full authority to submit the TENDER on
BSP Page 7 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
BSP Page 8 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
(d) TENDERERS or any participants in the e-tendering process shall be deemed to accept and
acknowledge that they are participating in the on-line process voluntarily, with full knowledge that
there could be disruptions to the telephone, facsimile or internet connection, or with COMPANY’s
or any other party’s computer systems, and as a result of which the TENDERER or participant
may be excluded from the process.
(e) the use of the word “will” or “shall” in this Article 11 in respect of anything to be done by COMPANY
does not indicate the undertaking of any mandatory obligation by COMPANY in respect of the e-
tendering process.
11.5 Law and Jurisdiction
The e-tendering system and all matters relating thereto shall be subject to Brunei law and be subject
to the jurisdiction of the Brunei Courts.
BSP Page 9 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
SIGNED _____________________________
NAME ______________________________
TITLE _______________________________
BSP Page 10 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
APPENDIX 2 – TECHNICAL
2.1 Health, Safety, Security and Environment (HSSE)
2.2 Statement of Resources
(a) Experience
(b) Subcontracting
(c) Organisation
(d) KEY PERSONNEL
(e) CONTRACTOR PERSONNEL Resources
(f) Equipment Specifications
(g) Equipment Certification
(h) Office / Facilities / Workshop
(i) Products Literature, Catalogues and Other Related Documents
(j) Existing and Future Commitments
2.3 Quality (QA/QC/QCS) Management
2.4 Method Statement, Execution Plan, Schedule and Deliverables
2.5 Road / Land Transport
2.6 Scope Specific Questions
Above shall be submitted on TENDER closing date as part of Technical submission.
BSP Page 11 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
The TENDERER shall provide information on Local Business Development of its organisation and for the
specific TENDER.
1 .1 OWNERSHIP
1.1.1 Corporate Details and Documents
TENDERER must register their company at BSJV Vendor Online Registration System (VORS) by the
TENDER closing date. For existing vendors, TENDERERS must ensure all corporate documents and
company details in VORS are up to date:-
Item Corporate Documents
1 Certificate of Registration (Sections 16 and 17)
2 Certificate of Incorporation
3 Particulars of Director or Manager (Form X)
4 Memorandum of Association
5 Return on the Allotment of Shares (Section 45)
6 Share Certificates of Shareholders
7 Identity Cards of Proprietor, Partners or Shareholders
8 Notice of Change in the Situation of the Registered Office (if any)
BSP Page 12 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Management
Supervisory
Skilled
Un-skilled
Total
• TENDERER shall indicate as a note to table 1.3.1 (b) above if there are shared personnel across
other CONTRACTS.
(c) Recruitment of graduates and HNDs in support of this CONTRACT.
2020 Target 2021 Target 2022 Target 2023 Target End of Contract Target
Graduates/HND
Apprentices
ICF
BMA/IBTE
I-Ready
BSP Page 13 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
1.3.2 TENDERER shall ensure Local Employment Target of at least 60% is achieved by the end of first year
of the Contract, 70% end of second year and maintain Local Employment Target of 80% from end of
third year of CONTRACT.
1.3.3 TENDERER shall submit a competency development plan which illustrates where
multiskilled personnel can be used to minimize pressure on personnel on board for the
delivery of the services in the TENDER. TENDERER shall include opportunities to provide
training and career development to local staff, apprenticeship scheme for graduates. If
TENDERER foresees a requirement for short term training and development experts to be
in Brunei, TENDERER should make it clear at the time of TENDER. Opportunities for short
cross posting / on the job training in other regions for local staff should also be noted.
1.3.4 TENDERERS shall provide the following local content information.
(a) Local content for this CONTRACT.
Spend in Brunei Spend in Brunei Spend in Brunei Spend in Brunei End of Contract
Spend in Brunei Item
Year 2020 Target Year 2021 Target Year 2022 Target Year 2023 Target Target
(US$ ‘000) % (US$ ‘000) % (US$ ‘000) % (US$ ‘000) % (US$ ‘000) %
Employment
TOTAL
1.3.5 TENDERERS shall demonstrate their plan to maintain equipment locally and provide full details of
the repair/maintenance facility it proposes to use in support of any awarded CONTRACT. This
facility should be based in Brunei and if not already in existence, TENDERERS should provide
details of where and when this facility will be built, along with details of level of direct investment,
dimensions and expected repair/maintenance capability. If the intention is to support the
CONTRACT from a repair/maintenance facility outside of Brunei or an available local agent, this
should be clearly stated and full details provided.
1.3.6 TENDERERS shall submit an In Country Value proposal, example this can be in the form of
developing training schools in Brunei as a learning Hub, apprenticeship programmes, foreign direct
investment.
1.3.7 TENDERERS shall demonstrate to have an alternative revenue stream or the capability to grow
them.
1.3.8 TENDERER shall propose the strategy of absorbing / accepting the rollover of local staff from
COMPANY’s incumbent Contractor.
1.3.9 CONTRACTOR will adhere and will procure that other members of CONTRACTOR GROUP will
adhere to the Local Business Development Directives and all related Guidelines as listed at
(https://www.bsp-lbd.com.bn/SitePages/Local%20Business%20Development%20Quadrants.aspx).
CONTRACTOR will ensure and will procure that all member of CONTRACTOR GROUP will ensure
compliance with all Local Business Development Directives and Guidelines (including as may be
amended from time to time) in all its dealings with, for or on behalf of COMPANY in connection with
the CONTRACT and the business resulting therefrom.
1.3.10 Transfer or roll-over of employees of the CONTRACTOR
(a) In order to allow a proper continuation of the performance of the SCOPE pursuant to the
CONTRACT, CONTRACTOR may be requested by COMPANY to use its best endeavours to, without
let or hindrance and, to the extent relevant, subject to the consent of the PREVIOUS CONTRACTOR
or NOMINATED CONTRACTOR and the employees concerned:
(i) Employ certain employees with a Brunei citizenship or permanent residency from the
contractor previously performing a scope similar to the SCOPE (for the purpose of this Article
BSP Page 14 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
(ii) at or after the expiry or early termination of the CONTRACT, procure the transfer of the
employment of all or, as the case may be, part of certain employees with a Brunei citizenship or
permanent residency to a contractor nominated by COMPANY for the continued performance of
the SCOPE or other scope similar to the SCOPE under the CONTRACT (for the purpose of this
Article 1.3.10 referred to as “NOMINATED CONTRACTOR”).
(b) In the event of a transfer of employees in accordance with Article 1.3.10 (a)(i), CONTRACTOR
will use its best endeavours to offer such employees employment terms and conditions which
will not be less favourable to those under their previous employment with the PREVIOUS
CONTRACTOR.
(c) CONTRACTOR will remain solely and fully liable for the fulfilment of its obligations under the
respective employment agreements of the rolled over employees until the completion of the
transfer of the respective employment agreements to the NOMINATED CONTRACTOR.
CONTRACTOR will INDEMNIFY COMPANY GROUP against all LIABILITIES suffered or
incurred by the COMPANY GROUP as a result of claims from rolled over employees for the
period until completion of the legal transfer of the employment.
(d) The CONTRACTOR will not require any compensation or impose any transfer cost in the form of
administration charges or other form of cost recovery from COMPANY, the relevant personnel of
the PREVIOUS CONTRACTOR or the NOMINATED CONTRACTOR, as the case may be, for
the transfer or roll-over of employees.
BSP Page 15 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
APPENDIX 2 – TECHNICAL
BSP Page 16 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
BSP Page 17 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
BSP Page 18 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
BSP Page 19 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
BSP Page 20 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Page 21 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Page 22 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
(c) TENDERERS responses will include documentary evidence that employees are given
health checks before they start work and at periodic intervals thereafter. TENDERER
shall also provide details of the arrangements for monitoring the health of any
employee who is exposed to additional hazards, and such arrangements and the
necessary actions are to be shown in the CONTRACT HSSE plan.
(d) The TENDERERS shall confirm in their TENDERS that the requirements of
COMPANY minimum health risks assessment specified in HSSE Standard Module 40
– Occupational Health are fully complied with. TENDERERS shall also submit their
Health Risks Assessments plan in their TENDERS.
2.1.3.7 Environment
(a) It is a requirement that TENDERER take appropriate action to protect the environment.
(b) There is a general requirement that vendors have in place and use a waste
management system and TENDERER is required to describe additional environmental
protection, specific to the CONTRACT, it will put in place. This could include handling
and storage of explosives and other dangerous materials, site restoration, and control
of water based fluids.
(c) Major environmental actions will be included in the CONTRACT HSSE plan.
(d) The TENDERER’s response will include documentary evidence of its waste
management procedure and any others with which it plans to meet COMPANY or its
own environmental protection requirements.
2.1.3.8 Emergency Response and Rescue
(a) It is a requirement of the COMPANY that all TENDERERS have in place emergency
response arrangements as defined in BSP-02 Procedure (TMS 0142) BSP Contractors
Emergency Preparedness Interface. This will enable them to:
(i) recover in the event of an emergency at the WORKSITE;
(ii) interface with the COMPANY Emergency Response System
(iii) provide a single twenty-four (24) hour contact / information point.
(b) TENDERERS are required to confirm that:
(i) such arrangements are in place and demonstrate this through appropriate
documentation, and confirm that drills and exercises take place to test the
arrangements;
(ii) they can interface with the COMPANY Emergency Response System;
(iii) the telephone number and name of the twenty-four (24) contact point.
(c) The plan for emergency drills and exercises, including rope access rescue exercises,
to be held during the CONTRACT, will be included in the CONTRACT HSSE plan.
2.2 STATEMENT OF RESOURCES
2.2.1 The TENDERER shall include hereinafter details of its resources and capability to
perform the WORK. Statements shall be provided (on separate pages) for each of the
following:
(a) Experience
Client Name
Description of
Name of Project Value of Project Start/Finish Dates and Contact
Work
Details
Page 23 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
* Client contact details should include a name (and email/telephone number) who can be contacted for
references.
(b) Subcontracting
The TENDERER shall state below details of any SUBCONTRACTORS which it
proposes to use in performance of the WORK. The naming of any proposed
SUBCONTRACTORS shall not imply acceptance or approval by COMPANY and
COMPANY’s rights, as set out in Section 2 of the CONTRACT, shall not be prejudiced
by any statement regarding prospective SUBCONTRACTORS hereunder. The
following describes the requirements with respect to the use of COMPANY’s lists of
registered local CONTRACTORS.
(i) CONTRACTOR shall not subcontract any part or the whole of the WORK without
first obtaining the prior approval of COMPANY.
(ii) In all instances whereby there is any part of the WORK to be subcontracted,
CONTRACTOR shall ensure that CONTRACTORS on COMPANY’s lists of
registered local CONTRACTORS are provided with equal opportunities to bid or
subcontract the WORK.
(c) Organisation
TENDERER shall include hereunder its proposed organization chart for undertaking
the WORK. This shall show:
(i) senior management of TENDERER;
(ii) the position and reporting relationship between the person responsible for the
day to day management and execution of the proposed services and the senior
management;
(iii) a detailed organization chart describing the CONTRACTOR PERSONNEL /
functions used in the execution of the proposed services, noting KEY
PERSONNEL;
(iv) the organization chart shall also detail which positions are filled or are planned
to be filled by Bruneian citizens or residents during the CONTRACT period;
(v) the organization chart shall also detail which positions are full time or
permanently available or part time during the execution of the project;
(vi) the nationality of each person;
(vii) the ratio of Bruneian / non Bruneian.
The proposed organization chart shall identify the SUBCONTRACTOR from which
the holder of each position shall be sourced, detailing what relationship exists
between TENDERER and any such SUBCONTRACTOR as appropriate.
(d) KEY PERSONNEL
The TENDERER shall submit the curriculum vitae of all KEY PERSONNEL (listed
below) which it proposes to employ in the execution of the WORK. KEY PERSONNEL
and the minimum qualifications / experience criteria are specified in Section 4 of the
CONTRACT. If not specified by COMPANY, the TENDERER shall specify the
academic or other qualifications and experience considered necessary for the
personnel to fill the key positions. The TENDERER shall include an organisation chart
of KEY PERSONNEL stating their nationalities as part of their submission for (c) above.
Page 24 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Subcontractor
Additional to
be Recruited
Time of Add.
Recruitment
Recruitment
Mobilisation
Nationality
Additional
Source of
Available
Total Via
Function
Total
Description
Page 25 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Page 26 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
(b) The TENDERER shall supply details of any independently approved quality assurance
/ quality control systems with which it has obtained approval, e.g. ISO 9000, and details
of the last formal audit.
(c) The TENDERER shall submit a quality assurance / quality control plan for the WORK.
(i) Quality System and Quality Plan
- The TENDERER shall demonstrate its ability to provide services of the required
quality by maintaining an effective, documented quality system.
- The TENDERER shall submit a quality plan describing the application of its
quality system to the services, including that to be performed by any
SUBCONTRACTORS and a typical inspection and test plan. The quality plan
shall be prepared in accordance with the requirements contained in Section 4 –
Scope of Work.
- Quality shall include QA and QC plan for the WORK both performing
TENDERER and its SUBCONTRACTORS.
(ii) Supporting Documentation
The following supporting documentation shall be provided for evaluation and shall
be separately bound from the TENDERER’s quality plan submission.
- Procedure Register. The TENDERER shall submit one copy of its register of
corporate procedures used for control of design, procurement, construction and
load out with an indication of the current status.
- Appraisals. The TENDERER shall submit a list of any quality appraisals carried
out by external sources within the last twenty-four (24) months, identifying the
source and the standard against which the appraisal was carried out, and with
the results summarised.
- Audits. The TENDERER shall submit a list / register of internal quality audits
carried out within the last twelve (12) months, clearly identifying the subject /
department observations, non-conformances and follow-up plans.
(iii) GOODS Traceability
The TENDERER shall propose a system and submit a procedure for ensuring full
traceability of GOODS and materials. The procedure shall include the methodology
whereby critical materials are defined which consequently requires to be traced
and for which certificates of compliance (for example in accordance with ISO
10474 3.16) are necessary. Systems and procedures are subject to COMPANY
approval.
(iv) The TENDERER shall submit a copy of its corporate quality manual which shall
include as a minimum:
- Policy and authority statement.
- Details of corporate organisation and structure.
- Details of quality documentation hierarchy.
- System of qualifying CONTRACTOR PERSONNEL and assurance of suitability
of CONTRACTOR PERSONNEL.
- Generic job descriptions.
- System of selection, qualification and control of SUBCONTRACTORS and
agents.
- Control of interface activities and co-ordination measures between various
departments and offices during all phases of the WORK.
Page 27 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Page 28 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Page 29 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Page 30 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Page 31 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
2.6.5 TENDERER shall submit specification sheet, certification and maintenance records
for all proposed package content, referencing clearly against Article 2 to Article 5 Section
4B Scope of Work.
2.6.6 TENDERER shall submit an inventory list of their existing equipment, downhole tools and
their sizes and quantities to meet the scope based on number of locations.
2.6.7 TENDERER shall submit an inventory list with specification of Wireline downhole tools to
execute the task reference in Section 3 Schedule of Prices.
2.6.8 TENDERER shall submit CVs for proposed personnel in the positions listed in Article 4
section 4B Scope of Work.
2.6.9 TENDERER shall submit history of fishing experience jobs, personnel CV’s, list of
equipment and tools available and past programs conducted.
2.6.10 TENDERER shall submit TENDERER’s management systems for the following;
a) Wire management document: This is TENDERER’s plan on how to manage Wire
b) Wireline Operation Manual: Capturing TENDERER’s Work instruction on how they
execute operations end to end (for example: from the moment TENDERER
equipment is Rig-up to Rig-down).
c) Well Program: TENDERER shall submit an example of their well program based on
Attached Zip Folder ITT 0 Template 1 and ITT 0 Template 2.
2.6.11 TENDERER shall provide case history and demonstrate previous successful application of
the proposed equipment. Additionally, TENDERER shall specify if GOODS,
CONTRACTORS ITEMS and equipment was used by other AFFILIATES of COMPANY,
such as Shell Operating Units (please name them).
2.6.12 TENDERER shall clearly indicate which services are intended to be subcontracted to
technical partners or local vendors. TENDERER shall provide a list of their subcontractors.
2.6.13 TENDERERS shall provide full details of the repair/maintenance facility to use in support
of any awarded CONTRACT. This facility shall be based in Brunei.
2.6.14 TENDERER participating with technical partners are required to submit a document
illustrating responsibility split of Work between TENDERER and its technical partners.
TENDERER shall provide plan on how TENDERER will transfer knowledge and transition
into a self-sustaining local slickline service provider.
Page 32 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Page 33 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(e) The date when the TENDERER was incorporated and first started trading.
___________________________________________________________________
___________________________________________________________________
(f) The identity and place of incorporation of the TENDERER’s parent company (if
applicable).
___________________________________________________________________
___________________________________________________________________
COMPANY requires TENDERER to obtain execution of the Parent Company
Guarantee as detailed in Attachment 1 hereto.
(g) The TENDERER shall supply
(i) A copy of its latest audited accounts in the last three years.
(ii) A copy of its parent company’s latest audited accounts (if applicable).
(iii) A proposal of how TENDERER proposes to be financially able to carry out the
Scope of Tender throughout the proposed 5 year Contract duration.
(1) If TENDERER proposes to obtain a loan from a financial institution to support
the Scope of Tender, TENDERER shall supply a letter of guarantee from the
financial institution for guaranteed financial support throughout the proposed
Contract duration.
(h) TENDERER, who is solely an international company and is doing business in Brunei
as a locally incorporated company or as a branch of foreign company, shall submit
along with the TENDER, evidence of registration at the Company Registry as a local
incorporated company or as a branch of a foreign company in Brunei.
___________________________________________________________________
___________________________________________________________________
(i) TENDERER should declare whether or not there is any known financial or other
interest held in them by an employee of COMPANY.
___________________________________________________________________
___________________________________________________________________
(j) In the event COMPANY wishes not to award a contract as a result of this TENDER,
TENDERER shall be due no compensation whatsoever. TENDERER shall
acknowledge this.
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(k) All local services for the execution of this CONTRACT, within the capabilities of the
local partner, shall be performed by the local partner. A schedule of these services
should be submitted by the TENDERER together with their TENDER.
Page 34 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
Note: It is COMPANY’s policy that any proposed bank account in the United States is not
acceptable.
Page 35 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
3.6 QUALIFICATIONS
Note: in the case of any Qualifications COMPANY reserves the right to reject the
TENDER.
3.6.1.1 In the Table 1 below TENDERER shall list each of the Commercial Qualifications to the
CONTRACT on which its TENDER is based with specific reference to the particular item
in respect of which each Commercial Qualification has been made stating the reasons for
each Commercial Qualification.
3.6.1.2 TENDERER warrants that all its Commercial Qualifications are listed in this Table 1 and
acknowledges that COMPANY has no responsibility to search for, discover, identify or
resolve any other qualification not so listed.
3.6.1.3 It is stressed that TENDERER should enter in this Table 1 only Commercial Qualification
to those requirements of COMPANY which the TENDERER feels unable to comply with at
any price.
3.6.1.4 This Table 1 will not be included in the CONTRACT, but, to the extent that some or all of
the Commercial Qualifications are accepted by COMPANY, the CONTRACT will be
amended to reflect such Commercial Qualifications.
3.6.1.5 TENDERER shall complete this Table 1 by stating either
"We make no Commercial Qualifications to this TENDER",
or
"This TENDER is made subject to the following Commercial Qualifications"
and shall submit its Commercial Qualifications in the following format.
3.6.1.6 The following Table lists all TENDERERS Commercial Qualifications to the CONTRACT:
Reference in the Original Article (full Text of TENDERER Reason for TENDERER
CONTRACT wording) proposed wording Proposed
in mark up Commercial
Qualification
Page 36 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
3.6.2.1 In this Table 2 TENDERER shall list each of the Technical Qualifications to the CONTRACT on
which its TENDER is based with specific reference to the particular GOODS and CONTRACTORS
ITEMS in respect of which each Technical Qualification has been made stating the reasons for the
Technical Qualification.
3.6.2.2 TENDERER warrants that all its Technical Qualifications are listed in this Table 2 and acknowledges
that COMPANY has no responsibility to search for, discover, identify or resolve any other
qualification not so listed.
3.6.2.3 It is stressed that TENDERER should enter in this Table 2 only Technical Qualifications to those
requirements of COMPANY which the TENDERER feels unable to comply with at any price.
3.6.2.4 This Table 2 will not be included in the Proposed Contract Documents but, to the extent that some
or all of the Technical Qualifications are accepted by COMPANY, the CONTRACT will be amended
to reflect such Technical Qualifications.
3.6.2.4.5 TENDERER shall complete this Table 2 by stating either
"We make no Technical Qualifications to this TENDER",
or
"This TENDER is made subject to the following Technical Qualifications"
and shall submit its Technical Qualifications in the following format.
3.6.2.4.6 The following Table lists all TENDERERS Technical Qualifications to the CONTRACT:
Reference in the Original Article (full Text of TENDERER’s Reason for TENDERER’s
CONTRACT wording) proposed wording in Proposed Technical
mark-up Qualification
Page 37 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
The TENDERER shall sign hereunder and submit this declaration with their bid.
For:
__________________________________________________________________
Signed:
__________________________________________________________________
Print name:
__________________________________________________________________
Position held:
__________________________________________________________________
Date signed:
__________________________________________________________________
Page 38 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
between
and
[**insert CONTRACTOR]
[**insert CMS#]
Page 39 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
CONTENTS
Page 40 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
BETWEEN
[**COMPANY],
whose registered office is at [**, (**) **, **] (“COMPANY”),
and
RECITALS
A. [CONTRACTOR NAME], (the “CONTRACTOR”) is entering into or has entered into the CONTRACT
with the COMPANY concerning […include short description of the WORK…].
B. The GUARANTOR is an AFFILIATE of the CONTRACTOR.
C. The CONTRACTOR has requested that the GUARANTOR provide this PARENT COMPANY
GUARANTEE in favour of the COMPANY in connection with the CONTRACTOR’s obligations under
the CONTRACT.
Capitalised terms used and not otherwise defined in this GUARANTEE have the meanings given to them in
the CONTRACT.
CONTRACT the Provision of Slickline WRFM & Associated Services dated [**date of
agreement] identified by agreement number C170167, including
amendments.
GUARANTEE this document and its related undertakings agreed between the parties.
2.1 Undertaking
GUARANTOR:
(i) unconditionally and irrevocably guarantees to and for the benefit of COMPANY that CONTRACTOR
will perform and observe the OBLIGATIONS, and comply with the terms and conditions, of the
CONTRACT in all respects as if GUARANTOR were the sole principal obligor and not merely
GUARANTOR. All payments by the GUARANTOR must be made within ten (14) days of receiving such
written demand in accordance Article 6(a) of this GUARANTEE; and
(ii) As a separate, original and independent obligation under this GUARANTEE, the GUARANTOR
irrevocably and unconditionally agrees to INDEMNIFY COMPANY GROUP in full on demand against
all LIABILITIES suffered or incurred by COMPANY GROUP in respect of:
Page 41 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
b) any of the guaranteed OBLIGATIONS being or becoming void, invalid or otherwise unenforceable.
3. NO RELEASE OF LIABILITY
(a) As between GUARANTOR and COMPANY (but without affecting any obligations of CONTRACTOR),
GUARANTOR remains liable under this GUARANTEE as sole primary obligor and not merely as a
surety.
(b) The obligations and liabilities of the GUARANTOR under this PARENT COMPANY GUARANTEE will
be absolute and unconditional and will remain in full force and effect until all of the guaranteed
OBLIGATIONS have been performed in their entirety. Except as specifically otherwise provided in
this GUARANTEE, the GUARANTOR will not be released or discharged from any of its obligations
and liabilities under this GUARANTEE, and such obligations and liabilities will not be discharged,
waived, modified, impaired, prejudiced or otherwise affected upon the happening from time to time of
Page 42 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
any event or circumstance, including without limitation any of the following, whether or not with notice
to, or with the consent of, the GUARANTOR:
(i) any time, indulgence, waiver, or consent given to CONTRACTOR or any other PERSON;
(ii) any amendment to or variation of SCOPE in the CONTRACT or to any security or other
guarantee or indemnity;
(iii) the making or absence of any demand on CONTRACTOR or any other PERSON for payment;
(iv) the enforcement or absence of enforcement of CONTRACT or of any security, right of action, or
other guarantee, or indemnity;
(v) the release of any such security, right of action, guarantee, or indemnity;
(vii) any change in the constitution, status, control or ownership of the CONTRACTOR;
(viii) the illegibility, invalidity, or unenforceability, or any defect in any provision of the CONTRACT or
any of CONTRACTOR’s OBLIGATIONS;
(ix) any failure, defect, or unenforceability of any OBLIGATION or any term or condition of the
CONTRACT;
(xii) the non-existence of any matter which GUARANTOR considers a condition precedent (and if
any such matter is considered to be a condition precedent, it is expressly waived);
(xiii) the lack of authority of any director of CONTRACTOR or of any other PERSON acting or
purporting to act on behalf of CONTRACTOR with the express or implied authority of
CONTRACTOR; or
(xiv) any other act, event, or omission which might operate to discharge, impair, or otherwise affect
any of GUARANTOR’S obligations or liabilities under this GUARANTEE or any rights, remedies
or powers conferred on COMPANY under the CONTRACT.
(c) GUARANTOR waives any rights to require COMPANY, before proceeding against GUARANTOR, to
pursue first any remedy which COMPANY may have against CONTRACTOR.
(d) GUARANTOR covenants with COMPANY that if CONTRACTOR should go into liquidation, due to an
INSOLVENCY EVENT or other reason, and the liquidators disclaim the CONTRACT, then the liability
of the GUARANTOR under this GUARANTEE remains in full effect.
4. CONTINUING GUARANTEE
This GUARANTEE is a continuing security and is not discharged by the performance of any particular
OBLIGATION and remains in full effect until all OBLIGATIONS are performed in full.
6. PAYMENT
(a) All payments by GUARANTOR under this GUARANTEE must be made within ten days from receipt
by GUARANTOR of COMPANY’s demand in accordance with the instructions of COMPANY.
(b) If as a result of the different tax residencies or domiciles of GUARANTOR and CONTRACTOR,
GUARANTOR is obliged by law to make any such deduction, the amount due from GUARANTOR will
be increased to the extent necessary to ensure that, after the making of the deduction, COMPANY
receives a net amount equal to the amount it would have received had no deduction been required to
be made.
(c) All payments must be made in the currency applicable to the CONTRACT. If any sum is paid by
GUARANTOR in a currency other than that in which the OBLIGATIONS are payable, GUARANTOR
agrees to INDEMNIFY COMPANY for all LIABILITIES arising from the conversion by COMPANY of
the currency into the currency applicable to the CONTRACT.
(d) GUARANTOR will bear any and all costs and expenses incurred by COMPANY in recovering any
sums due from GUARANTOR under this GUARANTEE.
The following provision apply so long as any of the OBLIGATIONS remain outstanding:
(i) Whether by payment of any sum due under this GUARANTEE or by any other means,
GUARANTOR will not:
8. NOTICES
Notices under the GUARANTEE must be made in the manner set out in the GENERAL TERMS AND
CONDITIONS of the CONTRACT and delivered:
To COMPANY:
[**include details]
To CONTRACTOR:
[**include details]
9. CONDITIONAL DISCHARGE
Any release, discharge, or settlement between GUARANTOR and COMPANY is conditional upon no
security, disposition, or payment to COMPANY by CONTRACTOR or any other PERSON in respect
of the OBLIGATIONS being void, set aside, or ordered to be refunded under APPLICABLE LAW in
Page 44 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
relation to bankruptcy, liquidation, or insolvency (or its equivalent in any relevant jurisdiction) or other
reason. If any condition is not fulfilled, COMPANY is entitled to enforce this GUARANTEE and recover
immediately any value or amount due as if the release, discharge, or settlement had not occurred and
payment had not been made.
(a) On the COMMENCEMENT DATE the GUARANTOR hereby represents and warrants to each
BENEFICIARY that:
(i) the GUARANTOR is a company incorporated and validly existing under the laws of […] and
possesses the capacity to sue and be sued in its own name and has the power to carry on its
business and to own its property and other assets;
(ii) the GUARANTOR has full corporate power and authority to execute, deliver and perform its
obligations under this GUARANTEE and to carry out and consummate the transactions
contemplated under it and all necessary corporate and other action has been taken to
authorise the execution, delivery and performance of the same;
(iii) the obligations of the GUARANTOR under this GUARANTEE constitute its legal, valid and
binding obligations and are in full force and effect in accordance with their terms;
(iv) the execution, delivery and performance by the GUARANTOR of this GUARANTEE and the
consummation of the transactions contemplated herein does not and will not:
A) contravene any APPLICABLE LAW or any judgment, order or decree or any court
having jurisdiction over the GUARANTOR;
B) conflict with or result in a breach of any of the terms of, or constitute a default under,
any agreement or other instrument to which the GUARANTOR is a party or any licence
or other authorisation to which the GUARANTOR is subject; or
C) contravene the provisions of the GUARANTOR’s certificate of incorporation,
memorandum and articles of association, constitution or other such equivalent
constitutional documents under its jurisdiction of incorporation; and
(v) in the group of companies including the CONTRACTOR, the GUARANTOR is an AFFILIATE
of the CONTRACTOR.
(b) The GUARANTOR repeats each of the above representations and warranties on each day that this
GUARANTEE remains in force.
11. FINANCIAL CONDITION OF THE CONTRACTOR
The GUARANTOR assumes sole responsibility for being and remaining informed of the financial
condition of the CONTRACTOR and of all other circumstances bearing upon the risk of non-payment
by the CONTRACTOR of amounts owing under the CONTRACT and agrees that the COMPANY does
not and will not have a duty to advise the GUARANTOR of information known to it regarding such
condition or any such circumstances.
12. EFFECT OF PROCEEDINGS AGAINST THE CONTRACTOR
Any resolution of disputes against the CONTRACTOR in accordance with the CONTRACT will be
binding on the GUARANTOR (whether or not the GUARANTOR was party to such resolution) and the
GUARANTOR hereby irrevocably waives any and all defences to performance or payment under this
GUARANTEE which have not been raised and resolved under the CONTRACT.
(a) This GUARANTEE and any dispute or claim arising out of or in connection with it, whether in tort,
contract, under statute, or otherwise, including any question regarding its existence, validity,
Page 45 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
interpretation, breach, or termination will be construed in accordance with the laws of England and
Wales.
(b) Any dispute or claim arising out of or in connection with this GUARANTEE or its subject matter or
formation, whether in tort, contract, under statute, or otherwise, including any question regarding its
existence, validity, interpretation, breach, or termination, and including any non-contractual claim will
ultimately be referred to, and resolved by litigation, and the parties submit to the exclusive jurisdiction
of the English courts.
(c) GUARANTOR agrees that any final and binding award rendered against COMPANY resulting from
the dispute resolution arrangement under the CONTRACT (or, if applicable another dispute resolution
procedure followed by CONTRACTOR and COMPANY) is conclusive and binding on GUARANTOR
for the purposes of determining its obligations under this GUARANTEE to the same extent that the
award is binding on CONTRACTOR.
14. INVALIDITY
If at any time any phrase, sentence, clause, section or provision (“PROVISION”) of this GUARANTEE
is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither:
(a) the legality, validity or enforceability in that jurisdiction of any other PROVISION of this
GUARANTEE; nor
(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any
other PROVISION of this GUARANTEE, will be affected or impaired.
15. FURTHER ASSURANCES
The GUARANTOR agrees to execute and deliver to the COMPANY from time to time, upon the
BENEFICIARY’S written request, any additional instruments or documents reasonably considered
necessary by the COMPANY to cause this GUARANTEE to be, become or remain valid and effective
in accordance with its terms.
16. ASSIGNMENT
GUARANTOR will not assign, subcontract, or otherwise transfer any of its rights or obligations under
this GUARANTEE without COMPANY’s prior written consent.
17. PROPERTY
This GUARANTEE is the property of COMPANY, and COMPANY is under no obligation to return it to
GUARANTOR at any time.
Page 46 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
Signatories
SIGNED AS A DEED:
For and on behalf of [**insert full For and on behalf of [**insert full
COMPANY name] CONTRACTOR name]
______________________________ ______________________________
Name: Name:
Position: Position:
______________________________ ______________________________
Name: Name:
Page 47 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
BRUNEI SHELL
Whose registered office is at JALAN UTARA, PANAGA, SERIA KB2933, NEGARA BRUNEI
DARUSSALAM (“COMPANY”) (“COMPANY”),
and
[**TENDERER],
COMPANY and TENDERER wish to exchange certain information relating to Provision of Slickline
WRFM & Associated Services (“RFP”) for the supply of certain WORK as described in the RFP which
the providing party considers confidential, proprietary and valuable; and
COMPANY and TENDERER are willing to disclose such information as that party deems appropriate,
and the other party is willing to receive such information, for the PURPOSE on the following terms and
conditions.
THE PARTIES AGREE AS FOLLOWS
DEFINITIONS
Capitalised words and expressions have the following meanings when interpreting the CONTRACT.
in reference to a PERSON, any other PERSON that: (a) directly or indirectly
AFFILIATE controls or is controlled by the first PERSON; or (b) is directly or indirectly
controlled by a PERSON that also directly or indirectly controls the first PERSON.
A PERSON controls another PERSON if that first PERSON has the power to
direct or cause the direction of the management of the other PERSON, whether
directly or indirectly, through one or more intermediaries or otherwise, and
whether by ownership of shares or other equity interests, the holding of voting
rights or contractual rights, by being the general partner of a limited partnership,
or otherwise.
Any AFFILIATE of SHELL and shall for the purpose of this CONTRACT include
AFFILIATE OF BSJV with the exception of Brunei LNG Sdn Bhd.
SHELL
those individuals such as professional contract labour who are not direct
AGENCY employees but are working under the direct control and supervision of the party
PERSONNEL receiving CONFIDENTIAL INFORMATION.
Brunei Shell Petroleum Company Sdn Bhd, Brunei Shell Marketing Sdn Bhd and
BRUNEI SHELL Brunei LNG Sdn Bhd, which for the purpose of this CONTRACT are considered
JOINT VENTURES AFFILIATES.
(“BSJV”)
means information relating to the requirements for the SCOPE under the RFP
COMPANY including any further information as COMPANY may consider useful and any
INFORMATION general knowledge of the business plans or activities of COMPANY or its
AFFILIATES received or obtained by TENDERER either directly or indirectly from
COMPANY or its AFFILIATES, and includes the results, conclusions and findings
of any evaluation or any other use by TENDERER of COMPANY INFORMATION.
Page 48 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
WORK all activities and obligations to be performed in connection with any CONTRACT
resulting from the RFP.
any person or entity other than COMPANY, TENDERER, or an AFFILIATE of
THIRD PARTY either.
(b) To use, reproduce, transform or store any the CONFIDENTIAL INFORMATION in a computer or
electronic information retrieval system under control by the party receiving it.
7 If a party receiving CONFIDENTIAL INFORMATION is required to disclose any of it because it is
ordered by courts, arbitrators, or governmental authorities, it will:
(a) Give immediate notice to the other party so that the other party may oppose the requirement or
seek a protective order or other confidential treatment; and
(b) Withhold disclosure, where it may do so, until the other party has had a reasonable opportunity to
obtain a protective order or notify the party receiving CONFIDENTIAL INFORMATION of its
decision not to do so.
(c) Thereafter, the party receiving CONFIDENTIAL INFORMATION will furnish only that part of the
CONFIDENTIAL INFORMATION that is legally required to be furnished and will use reasonable
endeavours to assure confidential treatment is accorded to that which is furnished.
8 At the request and option of the party providing CONFIDENTIAL INFORMATION, the party receiving
CONFIDENTIAL INFORMATION will return promptly return any CONFIDENTIAL INFORMATION and
delete it from electronic storage, and delete or destroy all extracts or analyses that reflect any
CONFIDENTIAL INFORMATION.
9 Nothing in this CONTRACT grants to the party receiving CONFIDENTIAL INFORMATION a license
under intellectual property rights of the other party or its AFFILIATES, or any rights in respect of
CONFIDENTIAL INFORMATION other than those specifically set out herein.
10 A party disclosing CONFIDENTIAL INFORMATION and its AFFILIATES are not liable in negligence or
otherwise for any loss or expense arising from the use of any CONFIDENTIAL INFORMATION or any
allegation that such use infringes any THIRD PARTY intellectual property right.
11 The parties acknowledge that COMPANY INFORMATION and CONTRACTOR INFORMATION may
have content which is subject to laws and regulations governing the export and re-export of goods,
technology, software and/or services, including the U.S. Export Administration Regulations
administered by the U.S. Department of Commerce, the U.S. trade sanctions legislation administered
by the U.S. Department of the Treasury and European Council Regulation 428/2009, therefore each
certifies that in exercising in its rights in receipt and use of such information, it will comply with all
applicable laws and regulations.
12 Neither party makes any representation and extends any warranty, express or implied, or assumes
any responsibilities whatsoever with respect to the completeness, utility or accuracy of any
CONFIDENTIAL INFORMATION it might supply; merchantability or fitness for a particular purpose; or
the freedom from infringement of any THIRD PARTY intellectual property rights by the other party’s
use of CONFIDENTIAL INFORMATION.
13 TENDERER will not assign any of its rights or obligations arising from this Agreement without the
written consent of COMPANY.
14 Notices
(a) All notices or other communications under the CONTRACT must be in English and in writing, and (i)
delivered by hand; (ii) sent by prepaid courier; (iii) sent by registered post; or (iv) sent by email with
confirmation receipt requested.
To COMPANY:
MR. FAIZUN AMINUDDIN YAAKUB (SCM/512)
BRUNEI SHELL PETROLEUM CO SDN BHD,
JALAN UTARA, PANAGA,
SERIA KB 3534,
NEGARA BRUNEI DARUSSALAM
To CONTRACTOR:
[**include details]
[** ]
Page 50 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
[** ]
[** ]
15 The parties retain their rights and remedies under applicable laws to enforce the confidentiality
restrictions and other rights.
16 Provisions that state that they survive or by their nature are intended to survive completion of
performance or termination of the CONTRACT do so, along with all remedies attached to them.
17 Persons not a party to the CONTRACT, but conferred rights in it, are entitled to enforce those rights,
but their consent will not be required to amend or terminate the CONTRACT, even if it affects those
rights. Otherwise, the parties do not intend that any term of this CONTRACT should be enforceable by
any person who is not a party to the CONTRACT.
1 Governing Law
This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its
subject matter or formation, including any non-contractual disputes or claims, will be exclusively
governed by and construed in accordance with the laws of England and Wales, excluding conflict of
law rules and choice of law principles that provide otherwise. The United Nations Convention on the
International Sale of Goods will not apply to this CONTRACT.
2 Dispute Resolution
(a) Any dispute, controversy, or claim, arising out of or in connection with the CONTRACT or its subject
matter or formation, whether in tort, contract, under statute, or otherwise, including any question
regarding its existence, validity, interpretation, breach, or termination, and including any non-
contractual claim, will be finally and exclusively resolved by arbitration under the Singapore
International Arbitration Centre (“SIAC”) under its then current arbitration rules (the “Rules”).
(b) The arbitral tribunal, to be appointed in accordance with the Rules, will consist of one arbitrator,
unless either party asserts the amount in controversy exceeds USD $ 5 million, in which case the
tribunal will consist of three arbitrators.
(e) The International Bar Association (IBA) Rules on the Taking of Evidence in International Arbitration
will apply to the arbitration.
(f) Each party waives, to the fullest extent permitted by law, any right under the laws of any jurisdiction:
(i) to apply to any court or other judicial authority to determine any preliminary point of law; or
(ii) to appeal or otherwise challenge the award, other than on the same grounds on which
recognition and enforcement of an award may be refused under Article V of the United Nations
Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 (“The New
York Convention”).
Page 51 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
(g) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar
interim relief from any court with competent jurisdiction.
(h) Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the
parties. The parties undertake to carry out the award without delay. Judgment upon any award or
order may be entered in any court having jurisdiction.
Signatories
For and on behalf of BRUNEI SHELL For and on behalf of [**insert full CONTRACTOR
PETROLEUM SDN BHD name]
______________________________ ______________________________
Name: Name:
Position: Position:
Page 52 of 53
Brunei Shell Petroleum Company
Slickline WRFM & Associated Services
Contract No. C190080/TWC Invitation to Tender
We, ____________________ (TENDERER) declare that our business principles are consistent with the following
principles, that we communicate our principles to all our employees and that our management systems include controls
and processes to ensure that our business is conducted in accordance with our business principles.
1. Responsibilities
Registered contractors recognize that they have the following areas of responsibility:
(a) To customers
To meet their commitments to customers and provide services which offer value in terms of price, quality, safety
and environmental impact.
(b) To employees (including subcontractor employees)
To respect the human rights of employees and to provide employees with good and safe conditions of work, and
good and competitive terms and conditions of service. To promote the development and best use of human talent.
(c) To society
To conduct business as responsible corporate members of society and, when doing business in Brunei, to
observe Brunei’s laws and regulations, to promote the employment of Bruneians and to train and develop
Bruneian employees in the operation and management of the business.
2. Business Integrity
Registered contractors insist on honesty, integrity and fairness in all aspects of their business and expect the same
of their employees and in their relationships with customers and all others with whom they do business. All business
transactions must be reflected accurately and fairly in the accounts and be subject to audit. The direct or indirect offer,
payment, soliciting and acceptance of bribes in any form are unacceptable practices.
3. Health, Safety, Security and Environment
Registered contractors have a systematic approach to health, safety, security and environmental management in
order to achieve continuous performance improvement. To this end registered contractors manage health, safety,
security and environmental matters as any other critical business activity, set targets for employment, and measure,
appraise and report performance.
4. Competition
Registered contractors support the principles of responsible free enterprise. They seek to compete fairly and ethically
within the framework of applicable laws, rules and regulations, and they will not prevent others from competing freely
with them.
Please also refer to Section 2 –Conditions of Contract, under the following applicable titles:
(a) Public relations and Publicity
(b) General Business Principles
And to Section 5 – Health, Safety, Security and Environment
SIGNATURE: ____________________________________________________________________________
Page 53 of 53