Abu Dhabi Conditions of Contract by nxa21079

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                            CONDITIONS OF CONTRACT


                       CALL-OFF CONTRACT FOR THE HIRE OF

                        VEHICLES, PLANT AND EQUIPMENT

Issued by:

Head of Contracts                                    Reference: MAC/CC/009/03
Contracts Department                                        Date: January 2005



6.              CALL-OFF PROCEDURE
7.              VARIATIONS
11.             REMUNERATION
13.             INVOICES AND PAYMENT
15.             INDEMNITY
16.             INSURANCE
17.             TERMINATION
19.             FORCE MAJEURE
20.             PUBLICITY
21.             NOTICES
23.             WAIVER
24.             TITLE
25.             AUDIT
26.             LANGUAGE
27.             APPLICABLE LAW
30.             BOYCOTT LAWS
31.             CONTINUANCE OF WORKS
37.             INTERPRETATION
38.             SPECIAL CONDITIONS


MAC/CC/009/03                                               Page i
                                                                             Conditions of Contract


     1.1    "ADGAS and "Contractor" shall mean the contracting parties named in the Agreement
            and shall include their successors and permitted assigns. The term "Contractor" shall
            describe the party in contract with ADGAS notwithstanding that in its business it may be
            the custom for said party to use another style or title such as consultant, surveyor or the

     1.2    "Affiliate" in relation to either party shall mean any company, which is a subsidiary of a
            party to the Agreement, or a company of which such party is a subsidiary or a company
            which is another subsidiary of a company of which such party is a subsidiary.

     1.3    “Approved” or “Approval” shall mean ADGAS approval given in writing.

     1.4    “Authority” shall mean any competent Government or semi-Government authority having
            jurisdiction over the Site and any other areas in which the Services are to be performed
            in whole or in part.

     1.5    "Contract" shall mean the Agreement and all the documents referred to therein in their
            due order of precedence.

     1.6    "Delivery Point" shall mean the physical location at which the Vehicle is delivered and
            handed over to ADGAS/Contractor prior to or following the Hire Period. Unless advised
            otherwise, Delivery Point shall mean the ADGAS Transit Store located at the port area in
            Abu Dhabi.

     1.7    “Effective Date” shall mean the date on which the Contract shall deemed to be effective
            as defined in the Agreement.

     1.8    "Expiry Date" shall mean the last day of each Hire Period as determined by ADGAS in
            writing. Unless noted otherwise on the Schedule such date shall normally be the day
            the Vehicle is delivered by ADGAS to the Delivery Point.

     1.9    "Hire Date" shall mean the first day of the Hire Period as determined by ADGAS in
            writing following Vehicles acceptance by ADGAS at Delivery Point.     Unless noted
            otherwise on the Service Order such date shall normally be the day the Vehicle is
            delivered by Contractor to Delivery Point.

     1.10   "Hire Period" shall mean in respect of each Vehicle the period between each Hire Date
            and each Expiry Date, both dates inclusive.

     1.11   "Hire Rate" shall mean the applicable hire rate for the Services of the Vehicle as detailed
            in Appendix II to the Agreement.

     1.12   "Schedule" shall mean the description of the Services and other specific particulars
            stated in the attachment to the Service Order (see Annexure B).

     1.13   "Services" shall mean the hire of the Vehicle and any ancillary services thereto, as
            determined by ADGAS to the nominated ADGAS Site in full compliance with any Service
            Order issued by ADGAS under the terms of the Contract.

     1.14   "Service Order" shall mean the specific order/instruction issued by ADGAS to Contractor
            in the format set out in ANNEXURE B hereto signed by an authorised representative of
            ADGAS and specifying the nature and extent of the Services required.

     1.15   "Site" shall mean any place which the Services are to be performed but shall exclude the
            Contractor's offices and facilities utilised in connection with the Services. Unless noted
            otherwise on the Service Order Site shall mean Das Island.

     1.16   "Sub-Contractor" shall mean any party (other than the Contractor) named in the Contract
            to perform any part of the Services or any party to whom any part of the Services has
            been sub-contracted by Contractor and shall include their successors and assigns.

     1.17   "Vehicle" shall mean any vehicle, plant or equipment described within the Contract or
            Service Order and hired to ADGAS in accordance with the terms of the Contract.

MAC/CC/009/03                                                                                  Page 1
                                                                             Conditions of Contract

     Words importing the singular shall also include the plural and vice versa where the context

     Headings in the Contract shall not be deemed to be part thereof and shall not be taken into
     consideration in the interpretation or construction of the Contract or any part thereof.


     2.1     Contractor shall nominate an authorised representative who shall be nominated in
             writing to ADGAS and be acceptable to ADGAS. Contractor's representative shall be
             available at all times during normal ADGAS working hours and shall be authorised to act
             on behalf of Contractor in all matters relating to the Contract.

     2.2     Contractor shall not change the Contractor's representative without Approval of ADGAS.

     2.3     During periods of absence caused by sickness, leave or such other temporary reason,
             Contractor shall advise its nomination for its Contract representative during such


     3.1     ADGAS shall designate in writing to Contractor a representative who shall have authority
             to act for and on behalf of ADGAS on all matters connected with the Contract as shall
             be notified in writing to Contractor by ADGAS.

     3.2     ADGAS's representative may, by informing Contractor in writing delegate any of his
             duties to one or more individuals who shall thereby have authority to act in his place.
             Such individuals shall be termed "Job Officers".

     3.3     Any Service Order issued by ADGAS to Contractor shall be authorised by the ADGAS
             representative and will nominate a Job Officer to whom all queries relating to that
             Service Order shall be directed.

     3.4     Contractor shall direct all communications concerning this Contract to the ADGAS


     The Effective Date of the Contract shall be the date entered in the Agreement and the initial
     duration of the Contract shall be for the period stated therein notwithstanding the completion by
     Contractor of any Service Order issued by ADGAS and subject to ADGAS’s rights of termination
     herein. The period of the Contract may be extended by a further periods of one year, at
     ADGAS’s option, and under the same terms and conditions hereunder.


     5.1     Contractor shall provide to ADGAS on hire basis such Vehicle as ADGAS shall require,
             in accordance with the Schedule of Rates (APPENDIX II to the Agreement) on a call-off
             basis and as may be determined by ADGAS from time to time.

     5.2     Contractor warrants that any Vehicle supplied hereunder shall be supplied in good order,
             in a serviceable condition, shall be owned by the Contractor and shall be free from any
             lien or encumbrance which may interfere with ADGAS use of such Vehicle.

     5.3     Contractor shall, upon receipt of ADGAS instructions in writing, mobilise such Vehicle as
             may be described therein to the Delivery Point, as advised by ADGAS, in accordance
             with Hire Date specified therein and shall carry-out and complete its obligations in full
             compliance with the terms of the Contract.

     5.4     Contractor warrants its full understanding of all requirements of the Contract and
             warrants without reservation its ability to supply the Services in conformity with the
             requirements of the Contract.

MAC/CC/009/03                                                                                 Page 2
                                                                              Conditions of Contract

     5.5    Contractor shall maintain in full force and effect all necessary licenses, permits, security
            passes, Contractor personnel health cards, insurance and the like for all Vehicles
            supplied under the terms of this Contract for the entire duration of the Hire Period as
            may be required from time to time by any Authority. Contractor shall comply fully with
            the requirements such Authorities.

     5.6    Contractor shall be responsible for and shall arrange routine servicing and maintenance
            of any Vehicle leased for service in Abu Dhabi.

     5.7    Contractor shall provide at its cost, and deliver to ADGAS, one copy of manufacturer's
            recommended service and maintenance manuals for all types of Vehicles supplied by
            Contractor hereunder. Additional copies shall be provided by Contractor, upon specific
            request by ADGAS and to the account of ADGAS.

     5.8    Any review, Approval or acknowledgement by ADGAS shall not relieve the Contractor
            from any liability or obligation contained in the Contract.

     5.9    If at any time and for any reason the Services provided by Contractor are not provided to
            the entire satisfaction of ADGAS or the Vehicle is deemed unsuitable by ADGAS for the
            Services then ADGAS shall require Contractor to nominate without delay suitable
            replacement Vehicle acceptable to ADGAS and supply the services of replacement
            Vehicle at no extra cost to ADGAS or at it's sole option terminate the Service Order

     5.10   Contractor shall be responsible for all matters and costs relating to the visit of it's
            personnel to the Site in performance of it's obligations hereunder including, but not
            limited to, obtaining work permits, security passes, residence visas and other applicable
            licenses required from time to time during the Hire Period. Any transportation provided
            by ADGAS to/from Site and accommodation and messing provided by ADGAS at
            request of Contractor shall be for account of Contractor.

     5.11   In the event that ADGAS agrees to hire any Vehicle which itself has been first been
            hired to Contractor by a third party, Contractor shall ensure that its lease agreement for
            hire of said Vehicle from such third-party shall include a provision wherein should
            Contractor default in its lease with said third party, ADGAS shall have the right to take
            over the hire of said Vehicle from such third party.


     6.1    ADGAS shall issue Contractor with a Vehicle Enquiry Form (as per ANNEXURE A
            hereto) when it wishes Contractor to supply a Vehicle against a specific ADGAS

     6.2    On receipt of the Vehicle Enquiry Form from ADGAS, Contractor shall identify suitable
            Vehicles matching ADGAS requirements as stated on the Vehicle Enquiry Form and
            shall confirm to ADGAS in writing within three (3) days the availability of requested
            Vehicle it proposes to supply for the required Services.

     6.3    ADGAS shall confirm its agreement for required Services by the issue of a letter
            instructing Contractor to mobilise required Vehicle(s) to the Delivery Point confirming the
            estimated Hire Period. Such instruction shall be signed by the ADGAS Representative
            and shall be the only instruction to confirm such requirements.

     6.4    ADGAS shall, at the request of Contractor, supply a letter of assistance to Contractor in
            connection with the procurement of any security passes required for Site and Contractor
            shall diligently and without delay proceed and mobilise its Vehicle to the Delivery Point
            within seven (7) days of receipt of ADGAS instructions and upon delivery shall inform
            ADGAS Representative by letter that the delivery of Vehicle shall have been completed.

     6.5    Following receipt by ADGAS of Contractor's notification that the required Vehicle has
            been delivered to the Delivery Point ADGAS shall issue a Service Order confirming the
            Hire Date, proposed Hire Period and applicable Hire Rate.

MAC/CC/009/03                                                                                   Page 3
                                                                                   Conditions of Contract


      ADGAS shall have the right to order any variation to the Contract. Such variations may include
      additions, deletions, substitutions or any other alterations. Variations shall not vitiate or
      invalidate the Contract. Contractor shall, upon receipt of an order for a variation, promptly
      advise ADGAS of any effect thereof on the provisions of the Contract or the performance of the


      In the performance of the Contract, it is agreed by the parties hereto that the Contractor is an
      independent Contractor and in no way an agent of ADGAS. The Contractor has no authority to
      bind ADGAS in any way without the express prior written agreement of ADGAS. All persons
      employed by the Contractor or introduced by the Contractor in its performance of the Contract
      shall be regarded as employees (or agents as the case may be) of the Contractor alone, and all
      debts, liabilities and obligations of any kind imposed upon or incurred by the Contractor in its
      performance of the Contract shall be the debts, liabilities and obligations of the Contractor alone.


      ADGAS reserves the right to contract with other parties for the performance of, or itself to
      perform, all services in connection with the Contract.


      10.1    Contractor shall not assign, sub-let or sub-contract all or any part of its rights, liabilities,
              or obligations hereunder or the Services to be performed hereunder without ADGAS’s
              prior written consent. Such consent to assign, sub-let or sub-contract shall not relieve
              Contractor of any liability or obligation under the Contract.

      10.2    ADGAS may assign or sub-let the whole or part of its rights, liabilities and obligations to
              any other party upon the same terms and conditions as those agreed between the
              parties hereto without the consent of Contractor.

      10.3    Wherever appropriate reference to Contractor shall extend to include its representative/
              assigns/vendors/sub-contractors, etc., with respect to its obligations and responsibilities
              for performance of the Contract.


      11.1    In consideration of the satisfactory performance of the Services hereunder, ADGAS
              shall pay Contractor, at the applicable Hire Rate stated in Appendix II to the Agreement,
              during the Hire Period.

      11.2    Payment shall not be made by ADGAS to Contractor at the Hire Rate, in respect of any
              period when Contractor's Vehicle is unavailable for use due to a default on the part of
              Contractor and ADGAS shall not be liable to pay the Hire Rate during such periods.

      11.3    The rates and/or prices stated in Appendix II to the Agreement in respect of Contractors
              Vehicle shall include, but without limitation, for all office overheads and profit, costs and
              expenses on mobilisation and demobilisation, cost of licences, security passes,
              insurance, depreciation, taxes, and in the case of Abu Dhabi based Vehicles, spare
              parts and tyres and all other costs and payments that may be necessary in conformity
              with the laws, decrees and regulations imposed by any Authority.

      11.4    The rates shall be deemed to be firm and fixed for the duration of the Contract
              notwithstanding, any extension thereto under Clause 2 hereof.


      12.1    ADGAS undertakes to provide Contractor upon receipt of its written request, a letter of
              assistance to enable Contractor to secure necessary licences, visas, work permits and
              security passes for Vehicles and it's personnel in connection with the Services to be
              provided by Contractor.

MAC/CC/009/03                                                                                         Page 4
                                                                              Conditions of Contract

      12.2   ADGAS shall arrange at its cost, transport of Vehicles from the Delivery to/from Site.

      12.3   ADGAS shall be responsible for and shall arrange routine servicing, maintenance and
             repair of the Vehicles whilst on Das Island only.

      12.4   ADGAS undertakes to use reasonable diligence to keep each Vehicle secure and free
             from damage during the Hire Period.


      13.1   Contractor's invoices covering the Services hereunder shall be supported by such
             additional information as ADGAS shall reasonably require and bear the Contract number
             shown on the front page of the Agreement.

      13.2   Each invoice issued shall list the number of the Service Order against which payment is
             to be made and briefly describe the services provided during the preceding month.
             Contractors invoice shall detail the cumulative charges incurred to date under the
             Contract less the amount previously applied

      13.3   Contractor shall submit a single invoice covering all Service Orders issued under the
             Contract so as to be received within the first seven (7) days of the month showing the
             sum or sums due for payment in accordance with the provisions of the Contract.
             Invoices shall be submitted in triplicate to:

             Abu Dhabi Gas Liquefaction Company Limited
             PO Box 3500
             Abu Dhabi
             United Arab Emirates

             and marked "For the Attention of the Finance Manager"

      13.4   ADGAS shall pay correct invoices normally within thirty (30) days of receipt. If ADGAS
             shall dispute any invoice, in whole or in part, ADGAS shall advise the Contractor of the
             amount(s) in dispute and shall instruct the Contractor to issue a credit note for the said
             disputed amount(s). ADGAS shall pay the undisputed portion of the invoice normally
             within thirty (30) days from receipt of Contractors credit note.

      13.5   All payments by ADGAS to Contractor shall be in the currency of the Contract stated in
             the Agreement.

      13.6   Payments by ADGAS of any of Contractors invoices shall be without prejudice to
             ADGAS’s rights subsequently to challenge the correctness thereof.


      14.1   On request, Contractor shall supply to ADGAS such information (including documentary
             information) in connection with its activities under or pursuant to the Contract as may be
             required by ADGAS for any of the following purposes:

             a)   to enable ADGAS to comply with the lawful demand or requirement for such
                  information by any Authority;

             b)   to enable ADGAS to conduct, defend, negotiate or settle any claim arising out of, or
                  in connection with, such activities, whether or not such claim shall have become the
                  subject of arbitration or judicial proceedings;

             c)   to enable ADGAS to make any application (including, but without limitation, any
                  claim for any allowances or relief's) or representation in connection with, or to
                  contest any assessment on, or liability of ADGAS to any taxes.

      14.2   The obligations of Contractor set forth above shall be from Contract award continuing
             thereafter for a period of six (6) years from the date of agreement by ADGAS of
             Contractors final statement of account. Contractor shall retain all information and
             documents in connection with its activities under or pursuant to this Contract as shall
             enable the Contractor to comply with its above obligations.

MAC/CC/009/03                                                                                   Page 5
                                                                                 Conditions of Contract

      14.3   Contractor shall pay all taxes properly and lawfully assessed or imposed on Contractor
             by any Authority in connection with the carrying out of Services under the Contract.

      14.4   Contractor shall indemnify and keep indemnified ADGAS against all liabilities incurred by
             ADGAS as a consequence of breach by Contractor of any of the obligations under sub-
             clauses 1, 2 and 3 hereof and all actions, proceedings, claims, damages, charges, costs
             and expenses whatsoever in relation thereto.

      14.5   ADGAS shall make all payments to Contractor under the Contract net of any deductions
             of tax or otherwise required by law to be made.

      14.6   For the purposes of this Clause only, "tax" includes any tax, duty or charge and any
             penalty or interest thereon and any other costs and charges whatsoever assessed or
             imposed by any Authority.


      15.1   Contractor shall indemnify ADGAS and hold ADGAS harmless from and against any
             liability for death, illness or injury to any third party or for loss of or damage to any third
             party's property and against all claims, demands, proceedings and causes of action
             resulting therefrom howsoever caused during the performance of it's obligations

      15.2   Contractor shall indemnify ADGAS and hold ADGAS harmless from and against any and
             all liability and in respect of all losses, damages, costs, claims or causes of action
             arising out of:

             a)   Sickness, injury or death of Contractor's personnel howsoever caused including
                  where such is caused by the negligence of ADGAS.

             b)   Physical loss of or damage to the property of Contractor or the property or personal
                  effects of it's personnel including where such is caused by the negligence of

             c)   the imposition of any liability or penalty upon ADGAS by the Government of Abu
                  Dhabi or the United Arab Emirates or of any other country where the Services are
                  being performed by reason of any alleged violation of the laws of any of those
                  countries arising out of the acts or omissions of Contractor or it's personnel whilst
                  performing any part of the Services hereunder.

      15.3   To the extent that the risk is not covered by any Vehicle insurance motor policy arranged
             by Contractor, ADGAS shall indemnify Contractor and hold Contractor harmless from
             and against any and all liability for and in respect of all losses, damages, costs claims or
             causes of action arising out of:

             a)   Sickness, injury or death of ADGAS’s personnel howsoever caused including where
                  such is caused by the negligence of Contractor.

             b)   Physical loss of or damage to the property of ADGAS or the property or personal
                  effects of it's personnel including where such is caused by the negligence of the
                  Contractor or it's personnel.

      15.4   Each party to the Agreement shall bear all consequential damages and indirect losses it
             suffers (including loss of profits or production) whether or not foreseeable at the date
             hereof and shall save the other party harmless from any liability therefore.


      16.1   Without limiting Contractor's obligations and responsibilities under the Contract,
             Contractor shall at its own expense and wherever necessary arrange and maintain in
             force in the joint names of ADGAS and the Contractor, a motor vehicle comprehensive
             insurance policy and a Workman's Compensation and Employer's Liability insurance
             which shall provide cover to it's personnel for all compensation and other benefits
             required by workman's compensation or other similar statutory insurance laws of any
             nation or political subdivision thereof, to which Contractor's operation under the Contract

MAC/CC/009/03                                                                                       Page 6
                                                                                Conditions of Contract

             is subject in respect of liability for bodily injury by accident or disease including death
             resulting therefrom sustained by any agent, servant or employee of ADGAS or
             Contractor in relation to, or arising out of the performance of the Contract.

      16.2   Contractor shall take out such insurance as required hereunder with an insurance -
             company as listed in sub-clause 3 hereof, in respect of its liabilities herein and to fulfill
             any requirements of government or other appropriate bodies and will, on request by
             ADGAS, produce evidence of the relevant policies of insurance and receipts evidencing
             payment of current premiums and any other information ADGAS may reasonably

      16.3   Insurance shall be effected in accordance with Article 6 of Federal Law No. 9 (1984)
             with the following Abu Dhabi national insurance companies:

             Abu Dhabi National Insurance Company
             Al-Ain Ahlia Insurance Company
             Al-Dhafra Insurance Company
             Emirates Insurance Company
             Al Khazna Insurance Company
             Al Wathba National Insurance Company
             Abu Dhabi National Takeful Company

      16.4   The insurance provided by Contractor shall include a provision whereby Contractor's
             underwriters note the interest of ADGAS, as defined in sub-clause 5 hereof, as
             additional insured and agree to waive their rights of subrogation against ADGAS.

      16.5   For the purposes of this clause, ADGAS shall mean Abu Dhabi Gas Liquefaction
             Company Limited, it's Affiliates and/or associates, the ADNOC Group of companies
             including their successors and assigns and shall include their respective officers,
             employees, servants and/or agents, and any authorised drivers appointed by them.

      16.6   All deductibles within and/or liabilities in excess of the insurance effected by Contractor
             shall be for the account and paid by Contractor.


      With Cause

      17.1   ADGAS may without prejudice to its other rights forthwith terminate the Contract by
             giving notice in writing to Contractor:

             a)    If any present or future mortgage, charge, pledge or other security on or over the
                   whole or any part of the undertaking, property, assets or revenues of Contractor
                   becomes enforceable and any step (including the taking of possession or the
                   appointment of a receiver or manager or administrative receiver) is taken to enforce
                   that security.

             b)    If Contractor is or becomes bankrupt and/or is unable to pay its debts as they fall
                   due or is deemed unable to pay its debts,

             c)    If Contractor begins negotiations or takes any proceeding or other step with a view
                   to readjustment, rescheduling or deferral of all of its indebtedness or any voluntary
                   arrangement by way of a composition in satisfaction of its debts or a scheme of
                   arrangement of the affairs of the Contractor or a compromise or arrangement
                   between the Contractor and its creditors or members shall be proposed, approved
                   or effected.

             d)    If a distress, attachment, execution or other legal process is levied enforced or
                   sued out on or against all or a substantial part of the property or assets of the

             e)    If any step is taken by any person for the winding-up or liquidation of, or the
                   appointment of an administrator in relation to, the Contractor.

MAC/CC/009/03                                                                                     Page 7
                                                                                Conditions of Contract

      17.2   If Contractor defaults in the performance of its obligations under the Contract and fails to
             correct such default immediately or if immediate correction is not possible fails to
             commence and continue effective action to correct such default, then after ten (10) days
             written notification from ADGAS, ADGAS may without prejudice to its other rights
             terminate the Contract by giving written notification specifying the date of such

      17.3   Without Cause: ADGAS reserves the right to terminate the Contract at any time by
             giving Contractor written notification specifying the date of termination. On the date of
             such termination Contractor shall discontinue performance of the Services and shall
             wholly comply with ADGAS's instructions regarding such termination. ADGAS shall pay
             Contractor in respect of Services satisfactorily performed up to the date of termination
             and other reasonable associated direct costs incurred by Contractor in complying with
             ADGAS's instructions, in accordance with the terms of the Contract. In no event shall
             Contractor be entitled to any prospective profits or any damages because of such

      17.4   In addition to the provisions of sub-clause 3 hereto, ADGAS shall have the right at any
             time and at its absolute discretion to terminate any Service Order issued against the
             Contract by giving Contractor thirty (30) days notice in writing or forthwith in the event of
             Contractors default or negligence including the negligence of its personnel.

      17.5   In the event of termination under sub-clause 1 or 2 above ADGAS shall have the right to
             complete the Services or employ others to complete the Services and to recover from
             Contractor all costs incurred by ADGAS in excess of those costs that ADGAS would
             have incurred had the Contract not been terminated together with all other costs
             associated with or arising from the termination. ADGAS shall have the right to recover
             such costs either directly from Contractor or by deducting such costs from any moneys
             due or which become due to Contractor. Following termination as aforesaid, Contractor
             shall not be entitled to any further remuneration for Services carried out prior to
             termination until such time as the Services are completed and all costs have been finally
             ascertained by ADGAS.

      17.6   In the event of ADGAS exercising its rights under the provisions of sub clauses 1, 2 or 3
             hereof, Contractor shall promptly deliver to ADGAS all information, data and other
             matter all on an appropriate medium together with copies of all drawings, specifications
             and other documents prepared or obtained by Contractor in connection with the
             Services including the originals thereof and carry out ADGAS's instructions concerning
             any cancellation or assignment of sub-contracts, purchase orders and any other matters
             arising out the Contract which ADGAS decides are necessary or expedient.

      17.7   Contractor shall ensure that corresponding termination provisions relating to this clause
             are included in sub-contracts and purchase orders including cancellation and rights of


      All information obtained by Contractor in the course or conduct of the Services hereunder shall
      be considered confidential and shall not be used by Contractor or divulged by Contractor, its
      servants or agents to any person, firm or corporation other than ADGAS’s designated


      19.1   If either party is temporarily rendered unable, wholly or in part by Force Majeure to
             comply with its obligations under this Contract and notice of such Force Majeure is given
             to the other party in writing within five (5) days after becoming aware of the adverse
             effects of the event of Force Majeure relied on, then such obligations of the party
             affected shall be suspended so long as this inability shall continue by reason of such
             Force Majeure. The party so affected shall give written notice to the other party of the
             ending of that event immediately after becoming aware thereof.

      19.2   Neither party shall be liable for delays caused by Force Majeure, provided notice thereof
             is given as required above.

MAC/CC/009/03                                                                                     Page 8
                                                                                Conditions of Contract

      19.3    If a suspension of any obligation by virtue of this clause lasts for a continuous period of
              forty-five (45) days ADGAS may terminate this Contract forthwith by so notifying
              Contractor in writing. Such termination by Company shall take effect on receipt by
              Contractor of the written notice. Upon such termination both parties shall be released
              from any further obligations under the Contract but both parties shall retain all rights and
              claims arising prior to the effective date of the termination.

      19.4    If ADGAS elects not to terminate the Contract as stated in sub-clause 19.3 above then
              the Contract shall be deemed suspended with effect from the expiry of the said forty-five
              (45) day period.

      19.5    Any claim on the part of Contractor for adjustment of the Contract Programme by
              reason of a suspension under this clause shall be made within a reasonable time after
              the end of the suspension, and Contractor shall promptly submit for review a revised
              Contract Programme for performance of the Contract.

      19.6    The term “Force Majeure” as employed herein shall mean strikes (excluding strikes
              occurring among the employees of Contractor or its Sub-contractors) or industrial
              disturbances of a general nature, acts of the public enemy, wars, undeclared wars, acts
              of governments including the governments of Abu Dhabi or the UAE, blockades,
              insurrections, riots, epidemics, landslides, earthquakes, lightning, civil disturbances,
              explosions and any other cause or event which is unpredictable, unsurmountable and
              similar to the kind enumerated or equivalent forces, not within the control of the party
              affected thereby and which that party is unable to overcome by exercise of due
              diligence. Force Majeure shall not include financial distress of either party and late
              delivery of materials or equipment or late performance of a Sub-contractor unless such
              late delivery or performance is itself caused by Force Majeure. 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.

      19.7    Any claims by Contractor for an increase in the Contract Price by reason of the terms of
              this clause shall not be valid.


      Contractor shall not publish or permit to be published either alone or in conjunction with any
      other person any information, article, photograph, illustration or any other material of whatever
      kind relating to the Contract, or ADGAS’s business generally, without prior reference to and
      approval in writing from ADGAS. Such consent shall apply to each specific application and
      relate only to that application.


      All notices to be given with respect to the Contract unless otherwise provided herein shall be
      given in writing to ADGAS and Contractor respectively at the addresses shown on the


      Contractor shall comply with all laws, rules and regulations of any Authority which are now or
      may in future become applicable to Contractors business, equipment, and personnel.
      Contractor shall not engage in activities properly objectionable to such authorities.

23.   WAIVER

      No waiver by either party of any provision of the Contract shall be binding unless made
      expressly and expressly confirmed in writing. Further, any such waiver shall relate only to such
      matter, non-compliance or breach as it expressly relates to and shall not apply to any
      subsequent or other matter, non-compliance or breach.

24.   TITLE

      24.1    Technical information (including drawings, specifications, service and maintenance
              manuals, electronically recorded data, computer programs and calculations) developed
              or arising during the performance of the Contract and paid for by funds provided by
              ADGAS shall belong to ADGAS.

MAC/CC/009/03                                                                                     Page 9
                                                                                Conditions of Contract

      24.2    All copyrights, design rights, patents (including patent applications) and other proprietary
              rights developed or arising during the performance of the Contract shall vest in ADGAS.
              Contractor shall execute all necessary documents, produce all necessary evidence and
              do all other things to effect for ADGAS such ownership upon ADGAS’s request so to do
              and at ADGAS’s expense.

25.   AUDIT

      In relation to reimbursable items or in connection with the establishment of new contract rates,
      ADGAS shall have the right, at ADGAS's cost, to audit the relevant books and accounts of
      Contractor at its address herein at any time until the expiry of twenty-four (24) months following
      the settlement of the final account. Any incorrect payments made by ADGAS shall be adjusted
      in accordance with the findings of said audit. Contractor shall make all relevant books and
      accounts available and give the auditors all reasonable assistance and ensure that its suppliers
      shall comply with such provisions.


      The ruling language of the Contract shall be the English language.


      The Contract shall be construed and take effect in accordance with the laws of Abu Dhabi and of
      the United Arab Emirates.


      28.1    If any dispute or difference of any kind whatsoever shall arise between the parties in
              connection with or arising out of the Contract, the matter shall in the first instance be
              referred by the one party to the other. Such reference shall state that it is made
              pursuant to this clause. Within thirty (30) days of receipt of such notice by one party to
              the other both parties shall meet to discuss the dispute and shall pursue and agree an
              amicable solution of the aforesaid dispute to the satisfaction of both parties to the

      28.2    If the parties fail to arrive at an amicable solution within sixty (60) days from receipt of
              the notice served pursuant to sub-clause 1 hereof, then the dispute shall be determined
              by an independent expert, to be agreed upon and jointly appointed between the parties
              within a further period of thirty (30) days thereafter.

      28.3    In the event that the parties fail to agree on the appointment of an independent expert,
              then such dispute or difference shall be finally settled by arbitration under the rules of
              the Conciliation and Arbitration of the International Chamber of Commerce by three (3)
              arbitrators appointed in accordance with the said rules. The proceedings and all papers
              sent or presented shall be in the English language. Arbitration proceedings shall take
              place in Abu Dhabi unless otherwise agreed by the parties hereto.

      28.4    The decision of any expert or arbitrators as provided for under sub-clause 2 and 3
              hereof shall be deemed final and binding upon the parties and judgement thereon may
              be entered in any court having jurisdiction. The arbitration award shall be in lieu of any
              other remedy.

      28.5    The costs of any expert determination or arbitration proceedings shall be borne equally
              by the parties hereto.


      29.1 Prior to mobilisation, Contractor shall submit to ADGAS a certificate of a fully registered
           medical practitioner for each of its Personnel indicating medical fitness for duty at the
           work location nominated in the Schedule.

      29.2 Contractor warrants that its Personnel have no record of epilepsy, diabetes or other
           chronic medical condition that require consumption or administration of drugs or

MAC/CC/009/03                                                                                    Page 10
                                                                                Conditions of Contract

      29.3 The required frequency of medical examinations for Personnel up to the age of 39 years
           is every three years and subsequently up to the age of 49 years is every two year, up to
           the age of 54 is every year and thereafter every six (6) months. The current fitness of
           Personnel shall be considered on the basis of these limits.

      29.4 The cost of all medical examinations shall be borne by Contractor.


      30.1    Contractor acknowledges that in connection with the performance of the Contract, the
              import and customs laws and regulations of the United Arab Emirates shall apply to the
              furnishing and shipment of any products or components thereof to the United Arab
              Emirates and supplied by Contractor hereunder.

      30.2    Contractor specifically acknowledges that the aforementioned import and customs laws
              and regulation of the United Arab Emirates prohibit, among other things, the importation
              into the United Arab Emirates of products, components thereof

              a)   originating in Israel,

              b)   manufactured, produced or furnished by companies organised under the laws of
                   Israel, and

              c)   manufactured, produced or furnished by nationals or residents of Israel in Israel.

      30.3    ADGAS, at its own discretion, reserves its right to make the final, unilateral and specific
              selection of any proposed carriers, insurers, suppliers of services to be performed within
              the United Arab Emirates or of specific goods to be furnished in accordance with the
              terms and conditions of the Contract.


      Notwithstanding any disagreement, dispute, protest or court proceedings relating directly or
      indirectly to the Works, the Contractor shall, when required by ADGAS, at all times proceed with
      the Works in accordance with the determinations, instructions and clarifications of ADGAS. If
      the Contractor fails to proceed with the Works it shall be considered to be in default. During the
      period Contractor is proceeding with the Works it shall be paid the undisputed portion of any
      claim or payments due under the Contract as the case may be.


      Notwithstanding any other provisions of the Contract, if the Contractor intends to claim any
      additional payment pursuant to any clause herein or otherwise, it shall give notice of its intention
      to claim to ADGAS within 14 days after the event giving rise to the claim has first arisen.

      All such claims shall be submitted in writing for determination by ADGAS.


      The Contractor shall be deemed to have satisfied itself on to the correctness and sufficiency of
      the Tender and the rates and prices stated therein, which shall cover for all his obligations under
      the Contract and all matters and things necessary for the proper execution and completion of
      the Work and the remedying of any defects therein. In the event of any inconsistency between
      the rates and prices stated in the tender, and those in the contract, the latter shall prevail.


      Contractor shall fulfil all its obligations including but not limited to payment or provision of
      salaries and all benefits to its Personnel, in accordance with the labour agreements between
      Contractor and its Personnel. Failure by Contractor to comply with this requirement shall be
      considered by ADGAS as a breach of Contract.

MAC/CC/009/03                                                                                    Page 11
                                                                            Conditions of Contract


      All parts of this Contract are intended to be correlative and complementary and any obligation
      imposed by one part and not mentioned in another shall be performed to the same extent and
      purpose as though required by all. The misplacement, addition or ommission of a word or
      character shall not change the intent of any part of the Contract from that set forth by the
      Contract as a whole. In the event of ambiguities or discrepancies between documents the same
      shall be explained and adjusted by ADGAS who shall thereupon issue to the Contractor
      instructions directing in what manner the Contract is to be carried out.


      The obligations contained in Clauses 14, 15, 18, 20, 24 and 28 hereof shall continue
      notwithstanding completion or termination of the Contract.


      37.1 Words importing the singular include the plural and words importing the masculine include
           the femine and vice versa where the context so requires.

      37.2 This Contract shall be interpreted and construed according to the English Language. All
           documentation and communications between ADGAS and Contractor whether written or
           oral related to this Contract shall be in the English language.

      37.3 All  instructions, notifications,     agreements,     authorisations,   approvals    and
           acknowledgements shall be in writing.

      37.4 The headings of the Clauses of this Contract are for convenience only and shall not be
           deemed to be part hereof or be taken into consideration in the interpretation or
           construction hereof.


      Any additional conditions applicable to the Contract shall be numbered consecutively with the
      foregoing Conditions of Contract and be stated in the Agreement.

MAC/CC/009/03                                                                              Page 12




               ANNEXURE A

                                             VEHICLE ENQUIRY FORM

PART A - To be completed by ADGAS

To:         _____________________________________________

Fax No:     _____________________________________________

Enabling Contract No:       _________________________________

You are requested to confirm availability of the following Vehicle requirements,
required in accordance with the terms of the above enabling contract.

Vehicle Description/Make:       _____________________________

Model Number:                   _____________________________

Capacity:                       _____________________________

Colour:                         _____________________________

Age:                            _____________________________

Required Delivery Date:         _____________________________

Delivery Point:                 _____________________________

Provisional Hire Period:        _____________________________ (weeks/months)

Applicable Vehicle Hire Rate:   _____________________________ (See Contract)

Initial Cost of Vehicle:        _____________________________ (See Contract)

Signed on behalf of ADGAS:      _____________________________

Date:                           _____________________________

PART B - To be completed by Contractor

Further to the above Enquiry, please find attached details of proposed
Vehicle(s)/Hire Rates (as applicable) for your review and further information.

Signed on behalf of Contractor: _____________________________

Date:                           _____________________________

MAC/CC/009/03                                                         Page 1 of 1




            ON CALL-OFF BASIS

               ANNEXURE B


SERVICE ORDER No.        __________________________

The following particulars relate to the specific requirements of the Vehicle to be
supplied by Contractor under the above Service Order reference.

CLAUSE          ITEM                                    DETAILS

1.9             HIRE DATE

1.10            HIRE PERIOD

1.11            HIRE RATE

1.8             EXPIRY DATE

1.6             DELIVERY POINT




MAC/CC/009/03                                                           Page 1 of 1




            ON CALL-OFF BASIS

               ANNEXURE C


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