Professional Documents
Culture Documents
: TCIBD/BIF/OC/RMB-SUB/0001/AM00/2020/R0/GS
Date : 16th February 2020
With reference to the subject, we are hereby pleased to issue this Supply Agreement for Concrete
supply (hereinafter referred as “Supply Works”) for the subject Project in accordance with the
following terms and conditions:
1. Definitions:
1.1 M/s. Abu Dhabi Company for Onshore Petroleum Operations Ltd (hereinafter referred
to as “Employer”);
1.2 M/s. Technicas Reuindas S.A. – Abu Dhabi, P.O Box 55414, Abu Dhabi, U.A.E.
(hereinafter referred to as “Contractor”);
1.3 M/s. Target Engineering Construction Co. (L.L.C.) Abu Dhabi, P.O. Box 960, Abu
Dhabi, U.A.E. (hereinafter referred to as “Subcontractor”);
1.4 Agreement between Contractor and Subcontractor for the Project - Bu Hasa Integrated
Field Development Project, Abu Dhabi, UAE, (hereinafter referred to as
“Subcontract”);
1.5 M/s. Ready Mix Beton L.L.C, PO Box: 51804, Dubai, U.A.E. (hereinafter referred to as
“Supplier”);
1.6 “Subcontractor's Representative" means the person named by Subcontractor in this
Supply Agreement or appointed from time to time by Subcontractor who acts on behalf
of Subcontractor;
1.7 “Clause” means a Clause of this Supply Agreement unless otherwise so stated;
1.8 “day” means a Gregorian calendar day and “year” means 365 days;
1.9 “party” means Subcontractor or Supplier, as the context requires;
1.10 “Project” is Bu Hasa Integrated Field Development Project, Abu Dhabi, UAE;
1.11 “Commencement Date of Supply Works” means the date stated in Clause 4.1 of this
Supply Agreement;
1.12 “Project Specifications” means the Specifications forming a part of this Supply
Agreement together with any modifications thereof or additions thereto or deletions
therefrom as may from time to time be made in accordance with this Supply
Agreement;
1.13 “Completion Date of Supply Works” means the time for completion of the whole of the
Supply Works or of any Section of the Supply Works or of any Portion of the Supply
Works as stated in Clause 4.3 of this Supply Agreement or in any of such cases, such
extended time as may be granted under provisions of this Supply Agreement;
1.14 “Payment Certificate” means the certificate referred to in Clause 6 of this Supply
Agreement;
1.15 “Supply Documents” means the Specifications, Drawings, Bill of Quantities and other
documents as enclosed in this Supply Agreement, referred hereto or as otherwise
inferred therefrom;
1.16 “ICV Improvement Plan” means the plan detailing the in-country value which shall be
obtained by the Supplier during the performance of the Supply Works, attached as
Annexure 6 to this Supply Agreement;
1.17 “ICV Certificate” means the certificate issued by an approved certifying body which
details the in-country value score of the Supplier in accordance with Employer’s
requirements; and
1.18 “Supply Works” means the works to be undertaken by Supplier and remedying of any
defects therein including any adjustments thereto as per the terms and conditions of this
Supply Agreement.
The Subcontractor shall, at its own risk and expense, be responsible for:
The Supply Documents are taken as mutually explanatory of one another, provided however
that in the event of any ambiguity, conflict and discrepancy between or within the Supply
Agreement, Site Procedure Manual, the Specification and the Drawings the more onerous
obligation, higher standard, better quality or greater quantity (as applicable) shall prevail,
unless otherwise clarified by the Subcontractor when brought upon to its attention by the
Supplier.
Subcontractor is entitled to interpret the Supply Documents and such interpretation shall be
binding on the Supplier and shall prevail over any different interpretation which the Supplier
may have.
Supplier acknowledges to have received all the Supply Documents as an electronic copy and
agrees that it has read and understood the Supply Documents, Supply Documents, Project
requirements and commits to comply with these requirements to achieve Employer’s final
approvals on the Supply Works.
4. Commencement & Completion Date of the Supply Works:
4.1 Commencement Date of the Supply Works: The effective date of this Supply Agreement
and Commencement Date of Supply Works shall be 18 Feb 2020;
4.2 Completion Date of Supply Works: The Completion Date of Supply Works shall be 08
Jun 2021;
4.3 If required, Subcontractor may terminate the Supply Works prior to Completion Date of
Supply Works by giving one week notice to Supplier.
8. Other Conditions:
8.1 Supplier shall deliver the ready-mix concrete to the Project site in accordance with the
Project site requests issued by Subcontractor based on the provisions of this Supply
Agreement.
8.2 This Supply Agreement is subject to approval of Supplier by Employer to undertake
the Supply Works. In case of non-approval of Supplier by Employer, this Supply
Agreement shall stand null and void and shall not give any rise to any liability
howsoever on Subcontractor’s part.
8.3 Subcontractor shall have the right to instruct changes / variations to the Supply Works
and the Supplier shall be under an obligation to forthwith implement the changes in
accordance with the Subcontractor’s instructions (the “Variation Order”). Any
additional or substituted works to be performed pursuant to the Variation Order shall
be evaluated on the basis of the Supply Works Rates stated in the Annexure 3 – Bill of
Quantities. In the event that the Bill of Quantities does not contain unit rates applicable
to the variation, Subcontractor and Supplier shall mutually agree to a suitable unit rate
and Supplier shall submit all relevant supporting documents as requested by
Subcontractor in order to assess and finalize a suitable unit rate. In the event of
disagreement in finalizing the rates or until such time as rates or prices are agreed or
fixed, Subcontractor may fix such rates or prices as are, in its opinion, appropriate and
notify Supplier accordingly, to enable on-account payments in respect of the Payment
Certificates.
8.4 Supplier shall proceed with any works or changes as instructed by Subcontractor’s
representative and shall not use or rely upon Sub- Clause 8.3 as grounds for not
proceeding with any instructions given by Subcontractor, but shall obtain confirmation
from Subcontractor’s Head Office commercial department prior to proceeding with
such instructions, which will be thereafter valued by Subcontractor.
8.5 Supplier shall at all times abide by the Health, Safety & Environmental rules &
regulations of Employer and prevailing in the Emirate of Abu Dhabi.
8.6 Supplier agrees that Subcontractor shall be entitled to deduct from or set off against
any monies due to Supplier any sums which Supplier shall be liable to pay
Subcontractor whether such liability is incurred in connection with this Supply
Agreement or occasioned in any other manner whatsoever.
8.7 Supplier represents and warrants that it is having a valid trade license and lawfully
registered and qualified to perform the Supply Works in the country of operations and
agrees that it, at its sole cost and expense, is responsible for ensuring such registration
and qualification is valid and continues in full force and effect throughout the duration
of the Supply Works.
8.8 Supplier is deemed to have examined all the Project requirements and obtained all
necessary information as to risks, contingencies and other circumstances which may
influence or affect the Supply Works and have priced for the same.
8.9 Supplier acknowledges that it is not an exclusive supplier for Ready-Mix concrete for
the Project and shall be required to interface with other suppliers in accordance with
Subcontractor’s instructions.
8.10 Without limitation to its obligations and responsibilities, the Supplier shall obtain and
maintain following insurances in connection with the execution of the Supply Works:
Workmen's Compensation Insurance (Employer's Liability) with a limit of
liability of not less than USD 1,000,000 per occurrence
Motor Vehicle Third Party and Passenger Liability Insurance as per the
applicable Laws of the UAE for death or injury to any Third Party and for
damage to Third Party property with a limit of not less than USD 1,000,000
per occurrence
8.11 Any shortages and/or defects in the Supply Works shall be rectified immediately by
Supplier.
8.12 Any costs incurred by Subcontractor resulting from delays in and/ or non-delivery by
Supplier of the site requests, or non-compliance by Supplier of the terms of this Supply
Agreement, shall be back-charged to Supplier’s account, including the extra costs that
may be incurred by Subcontractor in arranging supply of similar material from other
Suppliers. The costs may include any charges incurred by Subcontractor resulting from
termination of this Supply Agreement.
8.13 Supplier shall arrange and procure security passes for Supplier's workforce, mixers and
pumps.
8.14 Supplier shall arrange all required fitness certifications (for the vehicles, operators and
the like) as per the Supply Documents.
8.15 Subcontractor shall have the right to suspend at any time, at its sole discretion, the
performance of all or any portion of the Supply Works by giving 24 hours prior notice
in writing.
8.16 In case any provision of this Supply Agreement, for any reason, be held invalid or
unenforceable in any respect, the invalidity or unenforceability will not in any way
vitiate this Supply Agreement affect any other provision of this Supply Agreement, and
this Supply Agreement will be construed as if the invalid or unenforceable provision
had not been included.
8.17 Any notices required to given under this Supply Agreement shall be in the English
Language which shall be the ruling language of this Supply Agreement.
8.18 This Supply Agreement constitutes the entire agreement between Supplier and
Subcontractor in respect of the Supply Works and supersedes any prior representations
and understandings prior to the date of this Supply Agreement. There are no other
promises, conditions, agreements, understandings or other agreements, whether written
or verbal, between Subcontractor and Supplier in relation to the Supply Works.
8.19 If Subcontractor fails to make payment as per the provisions of this Agreement, the
Supplier shall give a notice to Subcontractor. If Supplier does not receive reasonable
evidence or the payment due within 30 days after giving above said notice, the
Supplier may, upon giving 14 days’ notice to Subcontractor terminate this Agreement.
8.20 ICV (In Country Value): The Supplier shall comply with the terms of the ICV
Improvement Plan under the Subcontract and confirms that the targets set out in the
ICV Improvement Plan shall be achieved by the dates specified therein. In the event
that the Subcontractor or Contractor notifies the Supplier of any failure by the Supplier
to comply with the ICV Improvement Plan, then the Supplier shall take all necessary
steps to rectify such failure. Upon achievement, partially or in full by the Supplier of
the target set out in the ICV Improvement Plan, the Supplier shall be entitled to
payment of a portion of the ICV Payment on a pro-rata basis based on the percentage
of the ICV scoring achieved, provided that the Supplier shall not be entitled to any
ICV Payment set out in the ICV Improvement Plan that have not been achieved by
Final Acceptance Certificate. In the event that the Supplier is unable to comply with
the obligations set out in the ICV Improvement Plan then the Supplier shall notify
Subcontractor and shall use its best endeavors to remedy the breach prior to Final
Acceptance Certificate. Any material failure by the Supplier to meet the targets set out
in the ICV Improvement Plan shall be considered a material breach of the Supply
Agreement and shall entitle the Subcontractor to terminate the Supply Agreement.
In such case the affected party shall notify the other party of the Force Majeure event and
neither party shall be liable for delays or additional expenses incurred by either party. For
clarity Force Majeure shall not include financial distress of either Subcontractor or Supplier
and late provision of Supply Works. In the event of any dispute, the party claiming to be
affected by Force Majeure shall bear the burden of proving that it is so affected and shall:
10.1 Notify the other party of the Force Majeure event within 48 hours of occurrence and its
impact on performance under this Supply Agreement; and
10.2 Use best efforts to resolve any issues resulting from the Force Majeure event and perform
its obligations hereunder.
11.1 Subcontractor reserves the right to terminate the Supply Agreement, at any time, at its
own discretion, with or without any fault on the part of Supplier and without the need
for a court order. The termination shall take effect immediately after the date on which
Supplier receives such notice, unless otherwise stated. In addition to that,
Subcontractor reserves the right to terminate the Supply Agreement without notice if
Supplier:
This Supply Agreement becomes valid and binding on the parties upon its signature by the
authorized representative of each party below.
Yours faithfully,
For TARGET Engineering Construction Co. (L.L.C)
Chaouci Yassine
Chief Executive Officer Accepted by:
READY MIX BETON L.L.C
Authorized signatory
Name:
Title:
Date: