Date: 12/03/2024 PURCHASE ORDER

Vendor Purchaser Location

Contact Person
Al Islahat Contracting & Mr. Makky
Schneider Electric General Maintenance Abu Dhabi
Industries Mob: 0554936004
L.L.C
With reference to the price Quotation dated on 11/03/2024, as per Quotation
reference: OP-240226-14045845/R1
Kindly find this PO for the: Supply, Testing & Commissioning of VAV Controllers
Project: MOFA 2nd & 4th Floor
As per the terms and conditions of the attached price quotation.
This LPO is subject to the final approval of material technical submittals and
workshop drawings from the Consultant and the Client.

Total Price Exclusive 5% Vat AED 110,500.00

Al Islahat Contracting & Gen. Maintenance LL

Mohamed Makky
Supply, Testing & Commissioning of VAV Controllers
AL ISLAHAT CONTRACTING & GENERAL MAINTENANCE - LLC - BMS Renovation works at MOFA HQ 2nd & 4th Floors
OP-240226-14045845/R1

Date : March 11, 2024

Customer : AL ISLAHAT CONTRACTING & GENERAL MAINTENANCE - LLC

Project/Site : BMS Renovation works at MOFA HQ 2nd & 4th Floors

Delivery type : By E-Mail

Your reference : E-mails & discussions
Offer reference : OP-240226-14045845/R1
Sales Person : Mr. Ali Faqir
E-mail : ali.faqir@se.com
Telephone : +971 2 619 3100
Fax : +971 2 619 3101
Mobile : +971 56 647 4098
________________________________________________________________________________________________

Subject: Commercial Offer for BMS Renovation works at MOFA HQ 2nd & 4th Floors based on emails and discussions
________________________________________________________________________________________________

Dear Sir,

Schneider Electric Industries SA is pleased to present herewith our Commercial Offer in response to the above-mentioned
enquiry.

Please note that this offer is valid for 30 Days. Should you have any clarification/comment, please don’t hesitate to contact
the undersigned.

Kindly express Offer Reference number on your Purchase Order.

We are looking forward to hear from you soon.

Yours faithfully,

For and on behalf of Schneider Electric Industries SA ,

Name: Mr. Ali Faqir

Title: Snr. Sales Engineer

Internal
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Revisions History

Date Revision Sales Tender Approver Comments

27/02/2024 0 Ali Faqir S.P. N. Khaleel
11/03/2024 1 Ali Faqir S.P. N. Khaleel Best discounted price

Confidentiality Agreement and Offer Disclaimer

This document and the information provided herein are confidential and proprietary to Schneider Electric Industries SA and must only be used by AL
ISLAHAT CONTRACTING & GENERAL MAINTENANCE - LLC. The materials, ideas, and concepts contained herein are to be used exclusively to evaluate the
capabilities of Schneider Electric Industries SA to provide assistance to AL ISLAHAT CONTRACTING & GENERAL MAINTENANCE - LLC in relation to the services
described in this offer.
As a consequence of the above the contents of this document and all (if any) related documents and information supplied by Schneider Electric Industries SA
(i) must not be disclosed or communicated to anyone other than an employee of AL ISLAHAT CONTRACTING & GENERAL MAINTENANCE - LLC directly
involved in the evaluation of the document; (ii) may only be disclosed to any third part involved in the evaluation of the document with the written consent
of Schneider Electric Industries SA and (iii) may not be used by any person for any purpose other than the evaluation of the document.

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Table of Contents

14. EXCHANGE RISKS............................................... 9

A. COMMERCIAL DESCRIPTION AND SPECIAL
15. TAXES ............................................................. 9
TERMS & CONDITIONS ............................................ 7
16. SITE SERVICES SCHEDULE RATES ........................... 9
1. REFERENCE DOCUMENTS .................................... 7 17. COVID -19 BID DISCLAIMER .............................. 9
2. PRICE BREAKDOWN ........................................... 7
B. GENERAL TERMS AND CONDITIONS............. 12
3. OVERALL SCOPE OF WORKS ................................ 7
4. IMPORTANT NOTES ........................................... 7 C. ADDITIONAL GENERAL CONDITIONS FOR SITE
5. EXCLUSIONS: .................................................... 7 SERVICES ................................................................ 16
6. INCOTERM ....................................................... 8
D. ADDITIONAL GENERAL CONDITIONS FOR
7. VALIDITY ......................................................... 8
AUTOMATION SYSTEMS ........................................ 17
8. TERMS AND CONDITIONS OF PAYMENT.................. 8
9. DELIVERY PERIOD .............................................. 8 E. ADDITIONAL GENERAL CONDITIONS FOR
10. WARRANTY PERIOD ........................................... 8 BUILDING MANAGEMENT SYSTEMS ...................... 18
11. CONTRACT COMING INTO FORCE ......................... 8
12. STORAGE ......................................................... 9
13. MAINTENANCE ................................................. 9

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The services to be provided are defined and limited by this offer. In case of award of a Purchase Order, it shall be
bound by the following:

A. Commercial Description and Special Terms and Conditions

B. General Terms and Conditions
C. Additional General Conditions for Site Services
D. Additional General Conditions for Automation Systems
E. Additional General Conditions for Building Management Systems

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A. COMMERCIAL DESCRIPTION AND SPECIAL TERMS & CONDITIONS

1. Reference Documents
This offer is based on the following documents:
1.1. Enquiry by email

2. Price Breakdown

S.N. FLOOR EQUIPMENT QTY PRICE (AED)

1 2ND FLOOR VAV 37 118,585.00
2 4TH FLOOR VAV 15 48,075.00
Grand Total Price in AED Exclusive of VAT 166,660.00*
Grand Total Price in AED After Special Discount Exclusive of VAT 110,500.00*

*The prices mentioned are exclusive of VAT and shall be paid as actuals

3. Overall Scope of Works

3.1 Supply, testing & commissioning of VAV (52 nos.) controllers.

3.2 Supply, testing & commissioning of touchscreen wall units, 52 nos., for VAV controllers.
3.3 This system will be integrated to the existing Schneider Electric BMS.

4. Important Notes
4.1. No refund shall be made on cancellation of order.
4.2. The proposed system communicates via BACnet/IP. The client is responsible for providing the required IP
connectivity such as network switches, IP ports, etc.
4.3. In the event of a partial order we reserve the right to review our prices and conditions.
4.4. Please note that we reserve the right to use other Schneider Electric units or other suppliers to achieve the overall
project requirements.
4.5. For any new requirement other than the above listed in the price schedule, separate offer will be provided.
4.6. The site access permissions for the execution of the system to be provided by the customer.
4.7. Testing & commissioning activities to be carried out during the normal working days (Monday to Friday) and
during working hours (8:30 AM to 5:30 PM).
4.8. The required system shut down to be provided during these hours if needed.
4.9. If any activities need to be carried out during non-working hours, the same shall have an impact on the proposed
price.
4.10. One-week prior notification of site readiness is required to start the mobilization of the site engineering.
4.11. The schedule of work to be discussed and agreed before commencement of execution.

5. Exclusions:
5.1. Installation of proposed system.
5.2. Supply and installation of valves & actuators, cables and containment.
5.3. Supply of BMS server, software, workstations and integration modules.
5.4. Supply of IP and network components such as network switches, IP ports, UPS, etc.
5.5. Supply of any material other than what is listed in section 3.
5.6. Shop drawings are excluded.
5.7. Any Type Test / Routine Test for equipment or any part is excluded.
5.8. Any kind of civil works, mechanical and major electrical works.
5.9. Necessary security passes, way leaves, shut down clearances and work permit from the End User or their assigned
authorities, to allow the Schneider personnel to carry out their work.

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6. Incoterm
The above equipment prices are valid for a delivery according to the INCOTERM – Delivered at place (DAP) at customer
site (according to the ICC 2010 Inco terms).

7. Validity
These prices are valid and firm for a Contract/Purchase Order coming into force during the validity of this offer. The
present offer is valid till 30 Days from the date of the offer. Prices may be subject to revision after such validity date.

8. Terms and Conditions of Payment

8.1. Purchase order should include the following information:
i. PO Number
ii. Offer Reference as mentioned on the first page of this proposal.
iii. Unit Price and Total price
iv. Formal acceptance of Schneider Electric terms and Conditions included in this offer

8.2. In case of order and upon confirmation, you are kindly requested to send your Purchase Order's copy duly
stamped and signed to:

Schneider Electric Industries SA

Global Business Centre, Unit 13,
Ground Floor, Mussafah M4, Plot 12
Tel: +971 2 619 3100
Fax: +971 2 619 3150

% Milestone Payment Method Payment Terms

Advance Payment upon and terms and
By way of Bank
100% Conditions/ Acknowledgement of Purchase along with LPO
Transfer
Order

9. Delivery Period
9.1. Materials: The materials shall be Delivered at place (DAP) at customer site, within 14-16 (Fourteen to Sixteen)
weeks from the Contract coming into force as per Clause 11 hereunder in the Special Terms upon receipt of
documents by Schneider Electric Industries SA.

9.2. Site Services: Schneider Electric Industries SA will perform those services after receipt of a (one) weeks’ notice
and upon the preparatory work being arranged at site to perform the work.

10. Warranty Period

The supply delivered to Customer is warranted for 12 months after the date of delivery, according to the provisions
stated in General Terms and Conditions’ Clause 12.

11. Contract Coming Into Force

The Contract shall come into force after fulfillment of all of the following conditions:

11.1. Purchase Order acknowledgement by Schneider Electric Industries SA

11.2. Receipt of payment by Schneider Electric Industries SA as per the define milestones.

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12. Storage
The following should be noted with regard to the storage of equipment in this offer:

12.1. In the event that the customer is unable to accept delivery the Schneider Electric Industries SA reserves the right
to invoice full amount as per purchase order (PO) and deliver the goods and materials to an offsite storage
facility and all such costs for such storage would be to the customer account and charged at the prevailing rates
plus an administration charge of up to 10% of the value of those charges.
12.2. Where storage, for whatever reason, has occurred Schneider Electric Industries SA shall be entitled to receive
payment for the goods and materials in question as though the purchase order (PO) had been fulfilled and also
that all other purchase order (PO) conditions had been satisfied and concluded, including but not limited to any
warranty periods, bonds assurances and guarantees mentioned within any such purchase order (PO) arising
from this proposal.

Any such equipment, goods or materials delivered into storage by Schneider Electric Industries SA will be insured under
the terms of Schneider Electric Group Policy and as such will be covered on an “All risks” basis, however this does not
relieve the customer of his own obligations to provide cover against the risk to his own business of loss or damage of
such equipment, goods or materials

13. Maintenance
Upon request, Schneider Electric Industries SA can propose to the Customer a service plan including preventive and
curative sessions for a minimum period of 12 (Twelve) months as of the end of the warranty period. Such maintenance
contract does not form part of this agreement and will be subject to its own terms and conditions together with
acceptance in writing by both Parties.

14. Exchange Risks

The offer price is based on the exchange rate of AED 3.67/ 1 USD. If there is a fluctuation in this exchange rate beyond
2% (increase/decrease) on the date of acceptance of the offer by the Customer, this offer price shall be revised
accordingly by the variance exceeding 2% (increase/decrease). The date of acceptance of the offer shall be signing of
the contract by both parties or Purchase Order acknowledgement by Schneider Electric Industries SA or acceptance of
tender by Customer without modification.

15. Taxes

The prices quoted are exclusive of any taxes. Any applicable tax on the above prices is to be borne by the customer.

16. Site Services Schedule Rates

We have estimated the required man days based on our assumption and our previous experience on similar projects.
If estimated days are extended due to reasons not attributed to Schneider Electric Industries SA, then following daily
rates are applicable.

S. No. Function Daily Rate (AED) Duration

1 Field Service Engineer 5,600.00 8 working hours on normal working days

17. COVID -19 Bid Disclaimer

Schneider Electric reserves the right to amend, withdraw or otherwise alter this submission without penalty or charge
as a result of any event beyond its control arising from or due to the current Covid-19 epidemic or events subsequent
to this epidemic / pandemic including changes in laws, regulations, by laws or direction from a competent authority.

The products or part thereof are produced in, or otherwise sourced from, or will be installed areas already affected by,
or that may be affected in the future by, the prevailing COVID-19 epidemics/pandemic or any other

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epidemics/pandemic and that the situation may trigger stoppage, hindrance or delays in Schneider Electric’s (or its
subcontractors) capacity to produce, deliver, install or service the products, irrespective of whether such stoppage,
hindrance or delays are due to measures imposed by authorities or deliberately implemented by Schneider Electric (or
its subcontractors) as preventive or curative measures to avoid harmful contamination exposure of Schneider Electric’s
(or its subcontractors’) employees. Therefore, such circumstances shall be considered as a cause for excusable delay
not exposing Schneider Electric to contractual sanctions including without limitation delay penalties, liquidated or other
damages or termination for default

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B. GENERAL TERMS AND CONDITIONS
1. Definitions
Supply or Products: shall mean the goods to be delivered by Schneider Electric
Industries SA (SE) to Customer, as defined according to Schneider Electric Industries
SA’s “Technical Specifications” and “Price Schedule”. Site Services: shall mean the
services, if any, to be performed by Schneider Electric Industries SA according to
Schneider Electric Industries SA’s “Price Schedule”.
2. Prices
Prices for supply are valid for an order covering the whole offered equipment. Such
prices are firm for the initial duration of the offer defined in Special Terms and
Conditions and established according to the Incoterm specified in the offer. They
include packing as specified in the offer according to the supplier's export practice for
overland or overseas transport. Prices are established in accordance with all rules,
regulations and laws in force at the date of establishing the offers. In case of any
changes in these rules, regulations and laws which may in any way economically or
materially affect the performance by Schneider Electric Industries SA of its obligations,
the corresponding Contract provisions such as increase of prices and extension of
delivery time shall be modified accordingly. Prices do not include any tax and duties
and are VAT excluded. Prices are valid for a Contract entered into or a Purchase Order
received within the validity period of the offer and coming into force within 30 days
from the date of signature of Contract by Schneider Electric Industries SA or
acknowledgement of receipt of Purchase Order without reserves by Schneider Electric
Industries SA.
3. Delayed Payments
Should payment or issuance of an acceptable irrevocable documentary credit (if any)
not been made within the time set forth in the Contract, Schneider Electric Industries
SA shall be entitled to suspend all works until payment has been received. Should such
a delay exceed thirty (30) days, Schneider Electric Industries SA shall be entitled,
immediately upon serving a written notice to the Customer, to terminate the Contract
and claim all costs association with such termination as per Clause 17.
4. Delivery of Supply
Delivery of the Supply shall be made in accordance with the specific Incoterm set forth
in the offer, as per the current Incoterms Edition published by the International
Chamber of Commerce of Paris. The risks of loss or damage to the Supply shall pass to
the Customer according to this Incoterm. Schneider Electric Industries SA will pack and
mark the Supply according to its standard procedures. If applicable according to the
Incoterm mentioned in the Special Terms and Conditions, the Customer shall
Schneider Electric Industries SA with the information concerning the carrier whom the
Supply shall be delivered to at least fifteen (15) days before the estimated shipment
date. In case shipment is delayed or Customer does not take delivery of the Supply as
soon they have been placed at its disposal, for reasons not attributable to Schneider
Electric Industries SA, Schneider Electric Industries SA shall arrange storage, at the
Customer's own risks and expenses. In such case a certificate of storage, either within
Schneider Electric Industries SA’s premises or that of an agreed third party, shall be
issued in lieu of the shipping document for payment.
Disclaimer: The Customer acknowledges that the Supply/products or part thereof are
produced in, or otherwise sourced from, or will be installed in areas already affected by, or
that may be affected in the future by, the prevailing COVID-19 epidemics/pandemic and that
the situation may trigger stoppage, hindrance or delays in Schneider Electric Industries
SA’s (or its subcontractors) capacity to produce, deliver, install or service the
Supply/products, irrespective of whether such stoppage, hindrance or delays are due to
measures imposed by authorities or deliberately implemented by Schneider Electric
Industries SA (or its subcontractors) as preventive or curative measures to avoid harmful
contamination exposure of Schneider Electric Industries SA’s (or its subcontractors’)
employees. The Customer therefore recognizes that such circumstances shall be considered
as a cause for excusable delay not exposing Schneider Electric Industries SA to contractual
sanctions including without limitation, delay penalties, liquidated or other damages or
termination for default.
5. Liquidated damages
In case of delay in the delivery of the Supply solely attributable to Schneider Electric
Industries SA, Schneider Electric Industries SA shall pay as liquidated damages and as
full and sole compensation and remedy for the delay in delivery, 0,5% of the value of
the delayed equipment for each full week of delay. Such liquidated damages shall be
limited to a maximum of 5% of the Contract Price.
6. Changes
When the Customer requests Schneider Electric Industries SA to change the scope of
supply once the Contract is in force, Schneider Electric Industries SA shall submit an
amended scope of supply, date of completion and price proposal within thirty (30)
days from Customer’s request. The change shall not be binding before agreement of
the Parties.
Upon Customer’s acceptance of Schneider Electric Industries SA’s proposal and, if
necessary, payment of additional advance payment and modification to the
documentary credit satisfactorily to Schneider Electric Industries SA and modification
to the delivery schedule if required, Schneider Electric Industries SA shall immediately
proceed to effect such change.
7. Transfer of property
Title to the equipment shall pass to the Customer upon complete payment.
8. Supervisory services
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If applicable, Schneider Electric Industries SA shall provide supervisors with sufficient
expertise to perform the supervision of erection, testing and commissioning of the
equipment supplied by Schneider Electric Industries SA. The supervisors shall perform
their duties with all relevant ability and care, in accordance with the usual practice.
During the performance of the site services, the personnel of Schneider Electric
Industries SA working on the site, shall be deemed to be employed by the Customer.
Unless otherwise agreed on, the Customer shall give Schneider Electric Industries SA
at least a 30 (thirty) days prior written notice of commencement date of the
supervision services and provide Schneider Electric Industries SA with all necessary
information concerning the local laws, regulations and ordinances applicable to the
works at site, and shall obtain any residence and/or work permits for Schneider
Electric Industries SA personnel as well as temporary importation license for
supervisors' tools. The related expenses and delays shall be borne by the Customer, if
any.
9. Drawings and documents
The Customer shall supply all the documents and information required for the
performance of the Contract, including functional analysis if any. These documents
and information shall be listed at the latest at time of signature of the Contract and
shall form an integral part thereto. The Customer shall approve the drawings
submitted by Schneider Electric Industries SA within 14 days from the date of
submission of drawings. If the approval of drawing by the Customer is delayed beyond
30 (thirty) days from the date of submission of drawings by Schneider Electric
Industries SA, Schneider Electric Industries SA is entitled to suspend the performance
of Contract upon serving a written notice to the Customer. In such case provisions of
clause 15 “Suspension” shall be applicable.
10. Intellectual Property
Schneider Electric Industries SA retains ownership of all right, title and interest
(including copyright and patent rights) in and to the intellectual property relating to
Products and Services and work product relating to these. Nothing in these General
Terms and Conditions constitutes a transfer or conveyance of any right, title or interest
in such intellectual property, including without limitation any software or firmware
contained in those, except the limited right to use it as provided in the documentation.
As to Products proposed and furnished by Schneider Electric Industries SA, Schneider
Electric Industries SA shall defend any suit or proceeding brought against Customer so
far as based on a claim that such Products constitute an infringement of any copyright,
trademark or patent in the United States or Canada. This obligation shall be effective
only if Customer shall have made all payments then due hereunder and if Schneider
Electric Industries SA is notified promptly in writing and given authority, information,
and assistance at Schneider Electric Industries SA 's expense for the defense of the
same. In the event the use of such Products by Customer is enjoined in such a suit,
Schneider Electric Industries SA shall, at its expense, and at its sole option, either (a)
procure for the Customer the right to continue using such Products (b) modify such
Products to render them non-infringing, or (c) replace such Products with non-infringing
Products. Schneider Electric Industries SA will not be responsible for any compromise
or settlement made without its written consent. The foregoing states the entire liability
of Schneider Electric Industries SA for patent, trademark or copyright infringement, and
in no event shall Schneider Electric Industries SA be liable if any infringement charge is
based on the use of Schneider Electric Industries SA Products for a purpose other than
that for which it was sold by Schneider Electric Industries SA. As to any Products or
Services furnished by Schneider Electric Industries SA to Customer and manufactured
or provided in accordance with designs proposed by Customer, the Customer shall
indemnify Schneider Electric Industries SA against any award made against Schneider
Electric Industries SA for patent, trademark, or copyright infringements.
Any software or computer information, in whatever form, that is provided with
Products manufactured by Schneider Electric Industries SA or as part of Services
(collectively, the “Software”), is licensed to Customer solely pursuant to standard
licenses of Schneider Electric Industries SA or its supplier of such Software, which
licenses are hereby incorporated by reference and are available upon request
Any drawing, designs, technical documents, know-how and confidential information
whether patented or not submitted or furnished to the Customer prior or subsequent
to the effectiveness of the Contract shall remain the exclusive property of Schneider
Electric Industries SA Schneider Electric Industries SA grants the Customer the non-
exclusive and non-transferable right to use the software supplied, on the relevant site
only. The grant of this right doesn’t transfer any property or licence rights on the
software, which remains in any case the property of Schneider Electric Industries SA or
its supplier. The Customer shall not make use of any such studies, drawings,
documents, know-how and information otherwise than for the purposes of the
Contract, i.e. operating, maintaining, adjusting, and repairing the equipment supplied.
The Customer shall not without the prior written
consent of Schneider Electric Industries SA transmit, communicate or disclose them to
any third party, either in whole or in the part.
11. Inspection and tests
Contractual Tests shall be performed as described in Schneider Electric Industries SA’s
Technical Specifications, at Schneider Electric Industries SA’s or its subcontractors'
premises. The Contractual Tests, if any and unless otherwise specified, do not include
type tests or special tests. Schneider Electric Industries SA shall give to the Customer a
15 (fifteen) day’s prior notice of the date on which said tests shall be performed.
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Schneider Electric Industries SA shall proceed with the Contractual Tests even if the
Customer or its representative does not attend. If the Tests are satisfactory, a Test
Certificate shall be issued by Schneider Electric Industries SA and signed by both
Parties or, in case the Customer or its representative does not attend, by Schneider
Electric Industries SA only which then shall have the same consequences as if signed
by both Parties. 13.
12. Warranty
Schneider Electric Industries SA warrants:
(a) Products manufactured by Schneider Electric Industries SA under its own brands and
supplied by Schneider Electric Industries SA as part of the Contract, if any, against
defects in material and workmanship of those Products arising under normal use for
a period of 12 months from the date of commissioning or 18 months from the date
of shipment from Schneider Electric Industries SA, whichever occurs first.
(b) Services performed by Schneider Electric Industries SA’s personnel as part of the
Contract, if any, will be performed by qualified personnel with care, skill and
diligence, in accordance with the applicable generally accepted standards recognized
by the industry for a period of 12 months from the date of invoice.
(c) Software provided with the Products will perform its essential functions during the
warranty period applicable to the Products.
Exclusive Warranty Remedies: In the event of any warranty covered defects or
deficiencies in Products in subsections (a) above, or Services in subs. (b) above, or
Software in subs. (c) above, the sole and exclusive obligation of SE shall be to re-
perform the Services, or repair or replace the defective Products or part of the
Products, or provide an update to the Software to correct the non-conformance
or replace the Software with the latest available version containing a correction,
at Schneider Electric Industries SA’s sole discretion. Schneider Electric Industries
SA shall have no other obligation to provide updates or revisions. The foregoing
warranty coverage is contingent on Customer providing prompt notification to
Schneider Electric Industries SA once such defect or deficiency is reasonably
apparent to Customer.
Exclusions & Limitations: This warranty shall not apply (a) to Products or Software not
manufactured by Schneider Electric Industries SA, (b) Services not provided directly
by Schneider Electric Industries SA, (c) to Products, Software or Services that has
been repaired or altered by anyone other than Schneider Electric Industries SA so 14.
as, in Schneider Electric Industries SA’s judgment, affects the same adversely, (d)
Seller’s conformance with Buyer’s design of the Products, Software, or Services; or (e)
to Products, Software or Services that appear to be subjected to negligence, accident,
or damage by circumstances beyond Schneider Electric Industries SA’s control, or
improper any non- Schneider Electric Industries SA operation, maintenance or 15.
storage, or to other than normal use or service. The foregoing warranties do not cover
reimbursement for labor, transportation, removal, installation, temporary power, or
any other expenses that may be incurred in connection with repair or replacement.
These warranties, conditions, and exclusions are exclusive and in lieu of all other
express or implied warranties, conditions, representations and guarantees (except
warranties of title), including, but not limited, to implied warranties of
merchantability, merchantable quality, and fitness for a particular purpose. Schneider
Electric Industries SA makes no warranty that the products, software or services will
meet Customer’s requirements, or that Customer’s use of the products, software or
services will be uninterrupted, secure, or error-free. Schneider Electric Industries SA
does not represent, warrant, or guarantee that the products, software or services will
be secure or free from vulnerabilities, corruption, attack, viruses, interference,
hacking, or other security intrusions or cyber threats, and Schneider Electric
Industries SA disclaims any liability in relation thereto. Except as may be provided in
writing by Schneider Electric Industries SA, Schneider Electric Industries SA shall
not be subject to any other obligations or liabilities whatsoever than as stated above
with regard to products, software and services sold by Schneider Electric Industries 16.
SA to Customer. By using the products, software or services, Customer understands
these limitations and agrees that Customer accesses and uses the products, software
and services at Customer’s own discretion and risk and that Customer will be solely
responsible for any damages to Customer’s systems or assets or losses that result
from such access or use.
Non- Schneider Electric Industries SA Products, Software or Services: With respect
to Products or Software not manufactured by Schneider Electric Industries SA, or
Services provided by non- Schneider Electric Industries SA providers, the warranty
obligations of Schneider Electric Industries SA shall in all respects conform and be
limited to the warranty actually extended to Schneider Electric Industries SA by such
non- Schneider Electric Industries SA supplier.
Return of Products
No Products may be returned without first obtaining Schneider Electric Industries 17.
SA’s written permission and a returned material identification tag. Returned Products
must be of current manufacture, in the original packaging, unused, undamaged and
in saleable condition. Returned Products must be securely packed to reach Schneider
Electric Industries SA without damage and labeled with the return authorization
number. For any returns, Schneider Electric Industries SA will be pay the carrier and
deduct the freight charges from the credit unless if returns result from Schneider
Electric Industries SA error, freight charges will be paid by Schneider Electric
Industries SA. Any cost incurred by Schneider Electric Industries SA to put Products
in first class condition will be charged to the Customer. Returns must originate from
the original Customer account number. Returns will be credited at the original price
paid as indicated on the invoice or Contract associated to the Products being returned
as provided by the Customer. If no invoice number or Contract number is provided,
then credit will be issued based on the into stock price in effect 12 months prior to
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date of return authorization and will also have an additional 25% processing fee
applied. Schneider Electric Industries SA Products, which are listed in the current
product list as returnable and which are accepted for credit, not involving a Schneider
Electric Industries SA error, shall be assessed a restocking fee of 25% of the invoice
price.
Export Control
The Supply and Services provided by Schneider Electric Industries SA under this
Contract contain or may contain components and/or technologies from the United
States of America (“US”), the European Union (“EU”) and/or other nations. The
Customer acknowledges and agrees that the supply, assignment and/or usage of the
Supply, software, Services, information, other deliverables and/or the embedded
technologies (hereinafter referred to as “Deliverables”) under this Contract shall fully
comply with related applicable US, EU and other national and international export
control laws and/or regulations.
Unless applicable export license/s has been obtained from the relevant authority and
the Schneider Electric Industries SA has approved, the Deliverables shall not (i) be
exported and/or re-exported to any destination and party (may include but not limited
to an individual, group and/or legal entity) restricted by the applicable export control
laws and/or regulations; or (ii) be used for those purposes and fields restricted by the
applicable export control laws and/or regulations. The Customer also agrees that the
Deliverables will not be used either directly or indirectly in any rocket systems or
unmanned air vehicles; nor be used in any nuclear weapons delivery systems; and will
not be used in any design, development, production or use for any weapons which
may include but not limited to chemical, biological or nuclear weapons.
If any necessary or advisable licenses, authorizations or approvals are not obtained,
whether arising from inaction by any relevant government authority or otherwise, or if
any such licenses, authorizations or approvals are denied or revoked, or if the
applicable export control laws and/or regulations would prohibit Schneider Electric
Industries SA from fulfilling any order, or would in Schneider Electric Industries SA’s
judgment otherwise expose Schneider Electric Industries SA to a risk of liability under
the applicable export control laws and/or regulations if it fulfilled the order, Schneider
Electric Industries SA shall be excused from all obligations under such order and/or
this Contract.
Assignment
Customer shall not assign the Contract or any of its obligations without Schneider
Electric Industries SA’s prior written consent. In case of assignment, Customer shall
remain jointly and severally liable with the assignee, for the performance of the
Contract.
Force Majeure
Schneider Electric Industries SA will be excused from and not be liable for any non-
performance of a Contract if such delay or non-performance is due to any cause
beyond the reasonable control of Schneider Electric Industries SA, or which
Schneider Electric Industries SA could not reasonably foresee or reasonably provide
against, and which prevents Schneider Electric Industries SA from carrying out the
terms of the Contract. This includes but is not limited to the following: pandemic,
war, revolution, insurrection or hostilities (whether declared or not), riot, economic
upheaval, civil commotion or uprising, flood, earthquake, tempest, hurricane,
lightning or other natural disaster; fire or explosion; strike, lockout, or other
industrial disturbance whether at Schneider Electric Industries SA or one of its
suppliers; sabotage, accident, cyber-attack, embargo, car shortage, wrecks or delays
in transportation, non-delivery of materials or order or action of government
authority. Any delay resulting from such cause shall extend the date of delivery
accordingly. Schneider Electric Industries SA reserves the right to cancel a Contract,
if in its opinion such circumstances threaten or cause extended delay in the
performance thereof.
Suspension
In case of suspension of the Contract, any reasonable charges or expenses incurred by
Schneider Electric Industries SA in connection therewith shall be borne by the
Customer who shall reimburse Schneider Electric Industries SA forthwith upon
submission of the relevant invoices. Said charges and expenses shall include but not
be limited to handling, storage, insurance and labour costs incurred by Schneider
Electric Industries SA and its sub-suppliers or sub-Contractors, financial costs such as
extension of the validity periods of documentary credit, bank guarantees and
insurance policies if any and more generally financial consequences resulting from the
extension of time for completion, travel and living expenses of the personnel involved
in the services if any. Should this suspension last for more than ninety (90) days, then
any Party shall be entitled to terminate the Contract and shall be indemnified as per
clause 17 “Termination” hereunder.
Termination
Any Party shall be entitled to terminate the Contract in case: (i) the other party
breaches any of its major obligations and fails to remedy it after a reasonable time,
upon being served a written notice to do so by the Party willing to terminate, or (ii)
after a suspension according to General Terms and Conditions’ clause 16 “Suspension”
or clause 15 “Force Majeure” here above. In the event of termination of the Contract,
Customer will pay Schneider Electric Industries SA for (i) all works performed up to the
date of termination (ii) all materials, goods and services reasonably ordered for the
performance of the Contract which shall have been delivered to Schneider Electric
Industries SA or of which Schneider Electric Industries SA is legally liable to accept
delivery (such materials, goods or services shall become the property of Customer
upon such payment being made by the Customer to Schneider Electric Industries SA
(iii) a termination indemnity representing ten (10) percent of the contract price (iv)
any other documented costs, plus a 15% overhead.
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18. Limitation of Liability
Notwithstanding any provision of these General Terms and Conditions or any other
contract document to the contrary, in no event shall either party, its officers,
directors, affiliates or employees be liable for any form of indirect, special,
consequential, or punitive damages, including, but not limited to, loss of use, loss of
production, loss of product, loss of revenue or profits, or loss of data or business
information, whether such damages arise in contract or tort, irrespective of fault,
negligence or strict liability or whether such party has been advised in advance of
the possibility of such damages. Notwithstanding any other provision of these
General Terms and Conditions or any other contract document to the contrary, and
to the extent permitted by applicable law, the maximum liability of SE for any
damages hereunder shall not exceed the amounts actually paid by Customer to SE
for the product or service giving rise to a claim.
19. Indemnification
Customer agrees to indemnify, defend, and hold harmless Schneider Electric Industries
SA from and against any and all claims, lawsuits, demands, actions, or other proceedings
brought against it by any third party due to, arising out of, or related to (a) Customer’s
use of Products, Software or Services in a manner not permitted by these General Terms
and Conditions, (b) Customer’s failure to comply with Section 11, including Customer’s
failure maintain a Security Program in compliance with Section 11 or Customer’s failure
to promptly and properly install Updates and Patches for the Products, Software or
Services in accordance with Section 11, (c) Customer’s violation or breach of these
General Terms and Conditions , (d) any information that Customer submits, transmits,
or makes available to Schneider Electric Industries SA, including but not limited to as
part of the Feedback, (e) Customer’s violation of any law, regulation, or third party rights
or (f) any and all losses, claims, costs, liabilities, damages (including any loss of, or
damage to, any property of, or injury to or death of, any person) and expenses suffered
or incurred by Schneider Electric Industries SA or its affiliates, directors, officers,
employees and agents arising from or in connection with any act or omission by the
Customer or its officers, directors, agents or subcontractors from the Contract
Customer shall pay any and all costs, damages, and expenses, including, without
limitation, reasonable attorneys' fees and costs awarded against or otherwise incurred
by Schneider Electric Industries SA in connection with or arising from any such claim,
lawsuit, action, demand, or other proceeding. Schneider Electric Industries SA, at its
expense, may assume the exclusive defense and control of any matter subject to
indemnification by Customer, in which event Customer agrees to cooperate with
Schneider Electric Industries SA in asserting any available defenses.
20. Shortage of Materials
All or part of the Products and/or the services to be delivered and/or performed,
according to the present offer/Contract (‘the Supplies’) are produced, delivered,
performed in, and/or sourced from areas that are or may become affected by the COVID-
19 pandemic (including variants) and/or a shortage or interruption or delay in the
transportation or procurement of raw materials, power and/or components (
“Circumstances”).Such Circumstances, even if known at the time of issuing or signing the
present offer/contract, may trigger stoppage, hindrance or delays in SE’s ability to
produce, deliver, perform and/or source the Supplies. Consequently, notwithstanding
any other provision of the contract or order:
(a) The delivery schedule, performance schedule and/or lead times shall be deemed to
be indicative and are provided for information purposes only. SE shall inform the
Customer of any changes.
(b) Such Circumstances shall be considered as a cause for excusable delay. SE shall not be
liable for any claims, costs or losses resulting from such delays including, without
limitation, for delay penalties, liquidated or other damages. In addition, such delays shall
not constitute grounds for termination for default.
(c) If such Circumstances render the performance of the contract or order burdensome
and/or more onerous for SE (including increased costs to perform), both parties shall
meet to adjust the contract or order conditions, including pricing and scheduling
conditions. In the event that the parties are unable to agree such adjustments within 30
calendar days of a request for a meeting from SE, SE shall be entitled to terminate the
affected contract or order, without liability. In such case, SE shall be paid for all Supplies
then already delivered or performed.
21. Governing law
The present offer and Contract shall be governed by the laws of the UAE.
The language of the Contract is English.
22. Settlement of disputes
The Parties shall endeavour to amicably settle any dispute, before any recourse to
arbitration. If no amicable settlement of the dispute is reached after 60 days from a
notice of dispute sent by a Party to the other, the Parties shall refer to arbitration
according to the following provisions. The arbitration will be settled by one or three
arbitrators, in accordance with the latest Rules of Conciliation and Arbitration of the
International Chamber of Commerce and take place in UAE in the English languages.
23. Ethics and Compliance
In the event Customer has concerns related to ethics, compliance or Schneider Electric
Industries SA’s Principles of Responsibility, and/or any potential violations of these
policies, Customer is welcome to make use of Schneider Electric Industries SA’s
GreenLine. The GreenLine is Schneider Electric Industries SA’s global helpline for
external stakeholders. It is a confidential channel through which CUSTOMERs can ask
questions and raise concerns. Reports can be made using the link below.
https://secure.ethicspoint.eu/domain/media/en/gui/104677/index.html.
24. Customer’s Cybersecurity Obligations
Customer’s Obligations for Its Systems: Customer is solely responsible for the
implementation and maintenance of a comprehensive security program (“Security
Schneider Electric Gulf Field Services
Internal
Program”) that contains reasonable and appropriate security measures and safeguards to
protect its computer network, systems, machines, and data (collectively, “Systems”),
including those Systems on which it runs the Products or which it uses with the Services,
against Cyber Threats. “Cyber Threat” means any circumstance or event with the potential
to adversely impact, compromise, damage, or disrupt Customer’s Systems or that may
result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or
modification of Customer’s Systems, including any data, including through malware,
hacking, or similar attacks.
Without limiting the foregoing, Customer shall at a minimum:
(a) have qualified and experienced personnel with appropriate expertise in cybersecurity
maintain Customer’s Security Program, and have such personnel regularly monitor
cyber intelligence feeds and security advisories applicable to Customer’s Systems or
Customer’s industry;
(b) promptly update or patch its Systems or implement other appropriate measures
based on any reported Cyber Threats and in compliance with any security
notifications or bulletins, whether publicly disclosed on Schneider Electric Industries
SA’s security notification webpage at
https://www.se.com/ww/en/work/support/cybersecurity/security-notifications.jsp or
otherwise provided to Customer;
(c) regularly monitor its Systems for possible Cyber Threats;
(d) regularly conduct vulnerability scanning, penetration testing, intrusion scanning, and
other cybersecurity testing on its Systems; and
(e) meet the recommendations of Schneider Electric Industries SA’s Recommended
Cybersecurity Best Practices, available at
https://www.se.com/us/en/download/document/7EN52-0390/, as may be updated
by Schneider Electric Industries SA from time to time, and then-current industry
standards.
Customer’s Use of the Products, Software, and Services: Schneider Electric Industries SA
may release Updates and Patches for its Products, Software, and Services from time to
time. Customer shall promptly install any Updates and Patches for such Products,
Software, or Services as soon as they are available in accordance with Schneider Electric
Industries SA’s installation instructions and using the latest version of the Products or
Software, where applicable. An "Update" means any software that contains a correction
of errors in a Product, Software, or Service and/or minor enhancements or improvements
for a Product, Software, or Service, but does not contain significant new features. A
“Patch” is an Update that fixes a vulnerability in a Product, Software, or Service. Customer
understands that failing to promptly and properly install Updates or Patches for the
Products, Software, or Services may result in the Products, Software, or Services or
Customer’s Systems becoming vulnerable to certain Cyber Threats or result in impaired
functionality, and Schneider Electric Industries SA shall not be liable or responsible for
any losses or damages that may result.
Identification of Cyber Threats: If Customer identifies or otherwise becomes aware of any
vulnerabilities or other Cyber Threats relating to the Products, Software, or Services for
which Schneider Electric Industries SA has not released a Patch, Customer shall promptly
notify Schneider Electric Industries SA of such vulnerability or other Cyber Threat(s) via
the Schneider Electric Industries SA Report a Vulnerability page
(https://www.se.com/ww/en/work/support/cybersecurity/report-a-
vulnerability.jsp#Customers) and further provide Schneider Electric Industries SA with
any reasonably requested information relating to such vulnerability (collectively,
“Feedback”). Schneider Electric Industries SA shall have a non-exclusive, perpetual and
irrevocable right to use, display, reproduce, modify, and distribute the Feedback
(including any confidential information or intellectual property contained therein) in
whole or part, including to analyze and fix the vulnerability, to create Patches or Updates
for its customers, and to otherwise modify its Products, Software, or Services, in any
manner without restrictions, and without any obligation of attribution or compensation
to Customer; provided, however, Schneider Electric Industries SA shall not publicly
disclose Customer’s name in connection with such use or the Feedback (unless Customer
consents otherwise). By submitting Feedback, Customer represents and warrants to
Schneider Electric Industries SA that Customer has all necessary rights in and to such
Feedback and all information it contains, including to grant the rights to Schneider
Electric Industries SA described herein, and that such Feedback does not infringe any
proprietary or other rights of third parties or contain any unlawful information.
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C. ADDITIONAL GENERAL CONDITIONS FOR SITE SERVICES
1. General
Schneider Electric Industries SA undertakes to provide to the Customer, skilled
personnel to supervise the site services defined in the technical specification. The price
indicated in the Special Terms and Conditions corresponds to 8 working hours per day,
5 days a week. All transportation in the work site country will be provided free of
charge by Customer or will be charged at cost plus 10% as verified by original receipts
such as car hire, taxis, etc. An attendance record shall be issued pro rata the progress
of the project according the milestones defined in the planning, and signed by both
parties shall start from the date of departure of the personnel of Schneider Electric
Industries SA from their offices and shall terminate on the date of their return to these
same offices. This attendance record will be the supporting document of invoicing and
payment as provided in the provisions of this offer.
2. Time of presence of the supervisor
The completion period of the site services is only estimated, Schneider Electric
Industries SA not being in charge of the work performed at site. The personnel shall be
mobilised within 21 days after receiving the Customer’s notice to proceed. The
personnel will be demobilised after the end of their mission, or upon Customer’s
written notification with 8 working days’ notice. Any extension of the completion
period and/or of the number of personnel shall be mutually agreed on and shall involve
a financial compensation based on the current rates. In case of suspension, lack of
material, lack of competence of the erection teams, or disruption in the performance
of Schneider Electric Industries SA site services, for reasons not attributable to
Schneider Electric Industries SA, Schneider Electric Industries SA shall be entitled to (i)
repatriate or leave at site its personnel at Customer’s expense, if this suspension or
disruption exceeds 8 (eight) days. In this case, the obligations of Schneider Electric
Industries SA, as defined by the contract, shall be suspended without applying any
liquidated damages (ii) renegotiate the contract, if this suspension or disruption
continues for more than 30 (thirty) days. In this case, the obligations of Schneider
Electric Industries SA, as defined by the contract, shall be suspended without applying
any liquidated damages. The site services shall start again after a period of 21 (twenty-
one) days minimum after the Customer’s notification to resume work. All resulting
expenses shall be borne by the Customer.
3. Commissioning on site
3.1 General
The presence on site of Schneider Electric Industries SA’s personnel doesn't
relieve the Customer of his responsibility concerning the global commissioning of
the pieces of equipment out of Schneider Electric Industries SA scope of supply.
The Customer shall provide free of charge skilled workmen and assistants to set
up a sufficient erection and installation and cabling team.
3.2 Prerequisite conditions to the commissioning
The request from the Customer to the Schneider Electric Industries SA for the
beginning of any commissioning session must be placed three (3) weeks prior to
the expected date and confirmed one (1) week before this date. In case of request
with a shorter deadline or in case of modification of the date within the three (3)
weeks before the beginning of the session, Schneider Electric Industries SA
undertakes to try to find the best possible solution compatible with the request;
however, additional resulting costs, if any, will be quoted and invoiced.
3.3 Site acceptance tests (SAT)
The purpose of the Site Acceptance Tests is the examination of the operation of
the system after its installation on site. This will take place at the end of the
system commissioning. The acceptance shall be carried out using a SAT
document, based on the FAT detailed procedure document and adapted to the
site conditions. The tests will be carried out under the general co-ordination of
the Customer who will be responsible for on-site safety. The results of tests will
be included in a SAT report prepared by Schneider Electric Industries SA and
signed by the Customer.
3.4 The signing of the report by both parties shall be equivalent to reception of the
entire system. This will be taken as the starting date of the guarantee period. As
of this date, the Customer shall assume the control and supervision of the system
under his complete and sole responsibility.
4. Rates outside standard time
The standard time is defined as hours between 7AM and 6PM, Monday to Friday
(except holidays). Holidays are those observed by Schneider Electric Industries SA. The
normal work day is 8 hours of work (transportation to worksite excluded) during
standard time. Over this normal workload, the rates given in the Special Terms and
Conditions have to be multiplied by the following coefficient(s) for every extra hour:
Monday to Friday Sunday, Saturday,
(except holidays) holidays
8 hours during standard time 1 1.5
Over 8 hours during standard time 1.25 1.75
Hours between 6PM and 10PM 1.5 2.00
Hours between 10PM and 7.AM 2 2.25
Schneider Electric Gulf Field Services
Internal
5. Completion period
The duration of site services is only estimated, as Schneider Electric Industries SA is not
in charge of the erection works. The duration and the date of beginning of the services
shall be subject to mutual agreement. Any delay in the fulfilment of the preliminary
work required for the performance of the site services shall involve an equivalent
extension in the completion period of the site services.
6. Taxes and fees
The daily rates defined in the Standard Terms and Conditions, are quoted taxes and
duties excluded. The local taxes and duties that might be required by the local
Government and/or any other authority shall be borne by the Customer.
7. Tools
The personnel of Schneider Electric Industries SA will bring standard hand tools. The
Customer shall provide free of charge and within the agreed time, all special field
equipment such as tackles, fork lift-trucks, cranes, heavy tools, electrical tools, etc. as
well as any necessary equipment for tests on site. In the same way, products and
consumables such as oxygen, acetylene, welding rods, petrol, rags, shall be made
available free of charge. The price includes all the packing expenses, customs
documents, and calibration certificates. The transportation from Schneider Electric
Industries SA offices to work site and return will be charged to the Customer at cost.
8. Assistants
The Customer shall provide free of charge skilled workmen and assistants to set up a
sufficient erection and commissioning team.
9. Liabilities
The presence on site of the personnel of Schneider Electric Industries SA shall not
relieve the Customer and the other contractors working in the erection, tests, and
commissioning, of any obligations and liabilities. Schneider Electric Industries SA shall
not be liable in particular for the works performed without its approval, for works
performed on equipment no longer under guarantee, or performed on equipment not
supplied by Schneider Electric Industries SA. Schneider Electric Industries SA shall be
only responsible for the skill of its personnel, for the care exercised in its advice and in
site service. Schneider Electric Industries SA shall be only responsible for (i) the
technical options, the relevance of technical information or advice issued in writing by
its personnel (ii)- the swiftness in providing answers or technical information, or advice
requested by the Customer or it(s) subcontractor(s).
10. Accident Prevention & Medical Facilities
10.1 At the site the Customer shall take all measures, which are prescribed by law in
his country and also which are otherwise necessary to prevent accidents. The
Customer shall inform the Engineer(s) in writing, of the safety regulations in
force as well as the workplace regulations. In case the Customer’s country
regulations do not set a limit for hours worked per day, the total hours worked
by the Engineer(s) per day will be limited to a maximum of sixteen (16) hours.
10.2 The customer shall provide, at his expense, safety devices like helmet & gas
mask etc., first aid and medical facilities at site as well as suitable means of
transport for immediate hospitalization.
10.3 In case of accidents or illnesses, the Customer shall bear the cost of specialist
medical treatment by a doctor/hospital of the sick person’s choice, all
medicines, and transport to hospital, hospitalization and in the event of serious
disablement or death, travel/transport of the injured/deceased Engineer(s) back
to Schneider Electric Industries SA office. The Customer at its own cost shall also
be responsible in such cases for liaison with the concerned authorities and
comply with all the necessary formalities to repatriate the injured/deceased
Engineer(s). If the replacement of Engineer(s) is required, the Customer shall
bear all the expenses incurred in connection with replacing the Engineer(s) at
their work
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D. ADDITIONAL GENERAL CONDITIONS FOR AUTOMATION SYSTEMS
1. Warranty conditions for Monitoring and Control systems / Automation systems
During the warranty period defined in the Special Terms and Conditions, our
Monitoring and Control systems / Automation systems equipment is warranted
against any operating defect in the system resulting from a fault in design, material or 3.
equipment manufacturing or from the non-conformity of the software to the
specifications in the functional analysis document. Schneider Electric Industries SA
warranty does not apply in the following cases:
- Defect resulting from material supplied by the Customer or resulting from a design
imposed by the Customer,
- Replacement or repair resulting from normal wear and tear, deterioration or
accidents resulting from negligence, from a supervisory or maintenance defect, or
from faulty use,
- Any modification or addition carried out by the Customer on the system without the
prior written approval of Schneider Electric Industries SA,
- Any other incident whose origin cannot be attributed to the system.
The guarantee covers the repair, replacement, reparation and/or reconditioning with
expenses to be borne by Schneider Electric Industries SA of any defective items in the
Monitoring and Control systems / Automation systems, with the exception of
consumable items. Any malfunctioning of the Monitoring and Control systems /
Automation systems shall be recorded by the Customer on an anomaly sheet which
must be immediately transmitted to Schneider Electric Industries SA. The diagnosis is
to be established by Schneider Electric Industries SA within three (3) working days of
receipt of the anomaly sheet. In the case of blocking malfunctioning, Schneider
Electric Industries SA or its local representative shall intervene within five (5) working
days of the diagnosis in order to change or repair the defective item, to correct the
cause of the malfunctioning or to supply the Customer with a temporary work-around
solution. In case of non-blocking malfunctioning, Schneider Electric Industries SA
shall indicate within ten (10) working days of the diagnosis the way chosen to solve
the anomaly and the corresponding deadline. Any Schneider Electric Industries SA
intervention under the present guarantee and resulting from an incident which origin
is an abnormal use of the equipment or software, or contrary to the specifications
defined by Schneider Electric Industries SA, shall be invoiced to the Customer at the
price in force at the date of the intervention. Accommodation and travel expenses
will also be invoiced. In case of operating defect requiring the intervention of
Schneider Electric Industries SA on the site, the Customer guarantees to Schneider
Electric Industries SA free access to the system and undertakes to supply the spare
parts and the means necessary for the intervention actions to be carried out properly.
In the case of factory repairs on defects noted on the equipment, the expenses for
packaging, transportation, customs clearance of these materials as well as the taxes
and charges of all sorts and the related expenses linked to the import of spare parts
will be assumed by the Customer. In addition to what is specified in our General
Terms and Conditions “Liability” clause, Schneider Electric Industries SA will not be
held responsible for any damage –whether material or immaterial – suffered by the
Customer or third parties during the remedying period in case of Monitoring and
Control System failure.
2. Execution conditions of the contract
2.1 Co-operation of the parties
After coming into force, Schneider Electric Industries SA shall name a contract
manager whose mission shall be to represent Schneider Electric Industries SA with
the Customer during the various contract phases, and particularly during
realization of the functional analysis. The Customer undertakes to supply
Schneider Electric Industries SA with all documents, information, functional
description and philosophy which are necessary for the proper expression of his
requirements.
2.2 Functional specification document
This document is based on the technical offer attached to the present offer. It will
be produced in common with the Customer. When finalized between the 4.
Customer and Schneider Electric Industries SA, the functional specification is
submitted to the Customer for approval. The functional specification so approved
becomes the contract reference and prevails over any other document, whatever
its date of issue or its position in a list of contractual documents.
2.3 Factory Acceptance Test (FAT)
The purpose of the Factory Acceptance Test is to check the conformity of the
system with the functions described in the functional specification. Its duration is
specified in Schneider Electric Industries SA Special Terms and Conditions. Beyond
this period, additional tests requested by the Customer will be performed at
Customer’s cost and shall result in an extension of the execution deadlines.
Acceptance shall take place in the Schneider Electric Industries SA premises in the
presence of the Customer or his duly authorized representative, upon notification
from Schneider Electric Industries SA made in writing 10 days before the starting
date of reception of the system. Such notification shall include the estimated
duration of the FAT. The tests results will be notified in a FAT report prepared by
Schneider Electric Industries SA. This report will be signed by both parties at the
end of Factory Acceptance Test. The FAT report shall be deemed accepted
without reserves if no remark is included in the FAT report. Should the Customer
not be present at the date agreed upon for FAT, the FAT report shall be deemed
accepted by both sides and without reserves. It shall be transmitted for
information to the Customer. It is specified that any possible minor anomalies
observed in the results of the tests shall be included in the FAT report signed by
both parties and shall be the subject of corrective action by Schneider Electric
Industries SA during the commissioning period. This FAT report “deemed
Schneider Electric Gulf Field Services
Internal
accepted” shall have the same effect/consequences attached to a FAT report
signed by both parties. Any obligation/milestone linked to the FAT, such as
authorization of shipment, payment, etc. shall take effect and be duly fulfilled.
Commissioning on site
3.1 General
The operation for hardware installation, cabling and the tests of cabling (power
supplies, networks, inputs/outputs) of the Monitoring and Control systems /
Automation systems and Network Analyzer systems is not in the scope of the
Schneider Electric Industries SA.. The operation for software installation and
putting into service will be carried out by Schneider Electric Industries SA on the
site, in the presence of the Customer or his representative, as well. The presence
on site of the Schneider Electric Industries SA Engineer(s) doesn't relieve the
Customer of his responsibility concerning the global commissioning of the pieces
of equipment out of Schneider Electric Industries SA scope of supply. The
Customer shall provide free of charge skilled workmen and assistants to set up a
sufficient erection and installation and cabling team.
3.2 Prerequisite conditions to the commissioning
The request from the Customer to the Schneider Electric Industries SA for the
beginning of any commissioning session must be placed at least three (3) weeks
ahead of the expected date and confirmed one (1) week before this date. If any
visa and/or administrative requirements for Schneider Electric Industries SA’s
personnel is necessary to visit Customer’s site, the duration of such visa and/or
administrative requirement shall be added to Customer’s request in order to set
up a commissioning date.
In case of request with a shorter deadline or in case of modification of the date
within the three (3) weeks before the beginning of the session, Schneider Electric
Industries SA undertakes to try to find the best possible solution compatible with
the request; however, additional resulting costs, if any, will be quoted and
invoiced.
The prerequisite conditions before Schneider Electric Industries SA can start his
mission are:
- Free access to all the necessary locations on the site,
- Hardware installation completed,
- Power supplies available (in substations, control room ...),
- Connection to/from sensors/actuators finished and checked,
- System networks installed, connected and checked.
The target is that the Schneider Electric Industries SA engineer(s) can perform
comprehensive tests of the system (from and to the sensors/actuators). These
tests must be performed with the assistance of the supplier of the part of the
system out of the Schneider Electric Industries SA scope (form the ECS cubicles to
the sensors/actuators). The wasted waiting time resulting from the non-
compliance of the site situation with any one of the conditions listed above will
be charged as effective working time.
3.3 Site acceptance tests (SAT)
The purpose of the Site Acceptance Tests is the examination of the operation
of the system after its installation on site. This will take place at the end of the
system commissioning.
The acceptance shall be carried out using a SAT document, based on the FAT
detailed procedure document and adapted to the site conditions. The tests will
be carried out under the general co-ordination of the Customer who will be
responsible for on-site safety. The results of tests will be included in a SAT
report prepared by Schneider Electric Industries SA and signed by the
Customer. The signing of the report by both parties shall be equivalent to
reception of the entire system. This will be taken as the starting date for the
guarantee period. As of this date, the Customer shall assume the control and
supervision of the system under his complete and sole responsibility.
Accident Prevention & Medical Facilities
4.1 At the site the Customer shall take all measures, which are prescribed by law
in his country and also which are otherwise necessary to prevent accidents.
The Customer shall inform the Engineer(s) in writing, of the safety regulations
in force as well as the workplace regulations. In case the Customer’s country
regulations do not set a limit for hours worked per day, the total hours worked
by the Engineer(s) per day will be limited to a maximum of sixteen (16) hours.
4.2 The customer shall provide, at his expense, safety devices like helmet & gas
mask etc., first aid and medical facilities at site as well as suitable means of
transport for immediate hospitalization.
4.3 In case of accidents or illnesses, the Customer shall bear the cost of specialist
medical treatment by a doctor/hospital of the sick person’s choice, all
medicines, and transport to hospital, hospitalization and in the event of serious
disablement or death, travel/transport of the injured/deceased Engineer(s)
back to Schneider Electric Industries SA office. The Customer at its own cost
shall also be responsible in such cases for liaison with the concerned
authorities and comply with all the necessary formalities to repatriate the
injured/deceased Engineer(s). If the replacement of Engineer(s) is required,
the Customer shall bear all the expenses incurred in connection with replacing
the Engineer(s) at their work site
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BMS Renovation works at MOFA HQ 2nd & 4th Floors
AL ISLAHAT CONTRACTING & GENERAL MAINTENANCE - LLC - BMS Renovation works at MOFA HQ 2nd & 4th Floors
OP-240226-14045845/R1
E. ADDITIONAL GENERAL CONDITIONS FOR BUILDING MANAGEMENT
SYSTEMS
1. Price exclusions
The price offered excludes any allowance for the following items: 4.
a) Office space at site (Porte Cabins) to be provided by others
b) Stores facility to be provided by others
c) Water and Electricity (including generator power – if required) to be provided by
others
d) Builders work, panel bases and plinths, removal and replacement of building fabric
elements, cutting holes, making good and painting. 5.
e) Mechanical installation of control devices and pipeline and duct mounted
equipment.
f) Draining down, refilling, venting and system balancing.
g) Provision and cost of fuel and power for installation, commissioning and
demonstration.
h) Work area lighting and temporary electrical supplies. 6.
i) Compressed air supplies and associated equipment.
j) Removal and disposal of redundant equipment and materials.
k) Provision of continuous site representation.
l) Off-loading, storage, protection, craneage, hoisting and positioning of equipment
supplied by us or others.
m) Provision of ladders, scaffolding, trestles, other access equipment, site
accommodation and storage facilities.
n) Work being carried out other than in normal working hours. 7.
o) Provision of on-site health and welfare facilities.
p) Provision of ‘Planning Supervisor’ duties.
q) Working in or adjacent to any areas affected by asbestos related material.
r) Removal, making good and replacement of thermal insulation. 8.
s) Attendance upon other parties.
2. Design Responsibility
The responsibility for the design of the system for which we present this offer shall
remain vested in the authors of the specifications and information included in the enquiry
documents. Schneider Electric Industries SA does not make any warranty as to design,
selection of materials and performance specification to any persons or party other than
the Customer.
3. Program of Works
The price offered is conditional upon the definition by the parties of a comprehensive
coordinated program for the works to be executed, within four weeks of the date of
coming into force. The program shall state agreed start and completion dates and
progressive time scales for receipt of information, approvals, deliveries, installation,
commissioning and demonstration of the works. If such program is not agreed on by the
parties at that point, Schneider Electric Industries SA will have the right to suspend the
execution of its obligations. In case of suspension under the present article, after a 30-
day suspension Schneider Electric Industries SA is entitled to terminate the contract, for
Customer’s breach.
Schneider Electric Gulf Field Services
Internal
Commissioning
Commissioning shall be undertaken within the contract period as per the schedule
defined in the program of works. Schneider Electric Industries SA shall commission all
equipment within the direct scope of its works, in accordance with the principles of
the Chartered Institution of Building Services Engineers (CIBSE) Commissioning Code
Series C for Automatic Control Systems where applicable.
Demonstration and Witness for Commissioning
Customer is entitled to ask for the demonstration of the works, following a procedure
defined by both parties, so as to provide reasonable and adequate proof of the
effectiveness of system operation.
Witness by consultant & client to be arranged within two weeks from the date of
completion of commissioning by Schneider Electric.
Beneficial Use
Beneficial use of any part of Schneider Electric Industries SA’s works by any party other
than Schneider Electric Industries SA prior to Practical Completion, other than for
Customer’s commissioning and demonstration or with Schneider Electric Industries SA
prior written consent, will fully discharge Schneider Electric Industries SA from their
remaining obligations. Schneider Electric Industries SA shall thus be exempt from any
liability for damages or delay, including but not limited to liquidated and ascertained
damages, from the date of commencement of any such beneficial use.
Software License Agreements
Where the offered price includes the provision of software it is conditional upon the
identified end user of the system comprising Schneider Electric Industries SA’s works
entering into a Computer Program Software License Agreement prior to hand over.
Accident Prevention & Medical Facilities
8.1. At the site the Customer shall take all measures, which are prescribed by law in his
country and also which are otherwise necessary to prevent accidents. The Customer
shall inform the Engineer(s) in writing, of the safety regulations in force as well as
the workplace regulations. In case the Customer’s country regulations do not set a
limit for hours worked per day, the total hours worked by the Engineer(s) per day
will be limited to a maximum of sixteen (16) hours.
8.2. The customer shall provide, at his expense, safety devices like helmet & gas mask
etc., first aid and medical facilities at site as well as suitable means of transport for
immediate hospitalization.
8.3. In case of accidents or illnesses, the Customer shall bear the cost of specialist
medical treatment by a doctor/hospital of the sick person’s choice, all medicines,
and transport to hospital, hospitalization and in the event of serious disablement or
death, travel/transport of the injured/deceased Engineer(s) back to Schneider
Electric Industries SA office. The Customer at its own cost shall also be responsible
in such cases for liaison with the concerned authorities and comply with all the
necessary formalities to repatriate the injured/deceased Engineer(s). If the
replacement of Engineer(s) is required, the Customer shall bear all the expenses
incurred in connection with replacing the Engineer(s) at their work site
Page 18/19