Tel. No. +966 12 6524037

Fax No. +966 12 6573438

CR No. 4030252951

hereinafter referred to as the Contractor

JEDDAH-King Fahad Road-Bicycle Circle-Astar Bldg

Tel. NO. +966 554270878

FAX NO. +966126723062

CR No.4030264196

Scope of Works:-

                        Purchase Contract of  Portable Cabins for Consultant Site Offices

hereinafter referred to as the Subcontract Works

 Project     King Abdullah Project For Developing the Security Head Quarters (KAP 5), Saudi Arabia

 Location   : Saudi Arabia (Different Locations)

Employer      :  Ministry of Interior , Saudi Arabia

Consultant       :  JV GESBAU2ACE - ITALCONSULT

  SPECIAL CONDITIONS

 SC1 Subcontract Scope

SC1.1     The Subcontractor undertakes to manufacture, supply, deliver, install, handover and warrant at King Abdullah Project For Developing the Security Head Quarters (KAP 5), Portable Cabins for Consultant Site Offices as stated in the attached BOQ (Attachment No. 1) together with all relevant requirements (the Subcontract Works) all as required under the Main Contract between the Employer and the Contractor. The Subcontract Works shall be completed as per the Subcontract conditions, Contractor’s & Employer’s instructions, free from all imperfections, hidden or apparent defects, as conditioned in the related specifications (Attachment No. 2) and as per the approved shop drawings and approved submittals. The Subcontract Works shall be executed and handed over, in a fully functional condition to the satisfaction and approval of the Contractor and the Employer.

SC1.2     The listing and or description of the Subcontract Works’ items in the Subcontract documents shall not be taken to limit the nature, range or extent of the Subcontractor’s obligations for satisfactory completion of the Subcontract Works, and any issue / matter / works included in any of the Subcontract documents is deemed to be included in the Subcontract works.

SC1.3     It is hereby understood and agreed that the Subcontract Agreement executed between the Contractor and the Subcontractor is purely on back to back basis with respect to the scope of the temporary Fencing Works included in the Main Contract executed between the Employer and the Contractor. Accordingly, the Subcontractor shall have the same obligations towards the Contractor for the Subcontract Works under this Agreement as the Contractor has for the same towards the Employer under the Main Contract, and the Subcontractor shall assume and perform all of the Contractor’s obligations in relation to the Subcontract Works to the entire satisfaction and approval of the Contractor and the Employer.

SC1.4     No claim whatsoever will be raised by the Subcontractor nor entertained by the Contractor on the grounds of any misrepresentation or misinterpretation of the Main Contract requirements, Specifications and Drawings or on the grounds that the Subcontractor was supplied with information or given any promise or guarantee by the Contractor or his employees or any other person.

SC1.5     Except for the facilities to be provided by the Contractor as stipulated in clause SC9 hereunder, the Subcontractor shall provide and is deemed to have allowed for all requirements, costs and expenses that the satisfactory execution, hand over, warranty and guarantee of the Subcontract Works does need, including but not limited to, provision of all materials, labour and equipment, preparation and submission to the Contractor of all relevant catalogues, data sheets, detailed method statement, testing and test certificates, submittals, re-submittals, operation & maintenance manuals, preparation of quality assurance certificates, packing, identification, loading, unloading, transportation, custom duties, engineering, supervision, timing, re-scheduling, immediate cleaning of all resulting debris and surplus materials, all the required safety & protection measures / means, and provision and execution of any other materials, documentation, works and services whether of temporary or permanent nature, and whether they are specified in or to be inferred from the Subcontract documents.

SC1.6     The Subcontractor shall make enough co-ordination with other subcontractors working at the Project, particularly those who are working in the same or adjacent places, for the purpose of proper execution by the Subcontractor of all inter-facing works and to ensure that no other work in any location of the Project is delayed, hampered or damaged by the Subcontractor’s operations. In the event of any difference or dispute that may arise in connection with any interface or scope responsibility, the Contractor shall examine the subject matter and take the appropriate decision which shall be binding to all concerned parties. The Subcontractor acknowledges that any breach or default or delay by him or by any of the parties / agents who may be involved in execution of the Subcontract Works, may result in the Contractor committing a default or breach or becoming liable under the Main Contract or towards other third parties. In such event(s) the Subcontractor undertakes to repair, reconstruct and indemnify the Contractor for all resulting expenses, damages, deductions made by the Employer / Engineer and for other consequences, as will be determined and instructed by the Contractor.

SC1.7     The Subcontractor understands and agrees that the Employer has the right to make changes, omissions, additions and amendments to the Project works under the Main Contract in which case(s), the Subcontractor shall accordingly, after receiving written instructions to vary from the Contractor, execute such changes and amendments that relate to the above mentioned scope of work, within the terms and conditions of the Subcontract Agreement.

SC1.8     The Subcontractor shall, on the written instructions of the Contractor, suspend the progress of the Subcontract Works or any part thereof for such time and in such manner as the Contractor may consider necessary and shall, during such suspension, properly protect and secure the suspended Subcontract Works or such part thereof - as the case may be - in such a way and so far as is necessary in the opinion of the Contractor.

In the event the suspension order is being served by the Employer, then the Contractor's liability to reimburse the Subcontractor for any costs or expenses he may incur in complying with the said order and the Subcontractor’s right to an extension of time pertaining thereto will be limited to the amounts and periods, if any, paid or granted to the Contractor, by the Employer, in respect of the Subcontract Works under the Main Contract.

SC1.9     It is hereby understood and agreed that the Contractor has full right to make additions, omissions and modifications to the Subcontract scope of work as he deems necessary. All variations of the Subcontract Works shall be valued in the manner provided herein and the value thereof shall be added to or deducted from the Subcontract Price, as appropriate. The value of all variations shall be ascertained by reference to the rates and prices (if any) specified in the Subcontract for the like or analogous work, but if there are no such rates and prices, or if they are inappropriate or inapplicable, then such value shall be fixed by the Contractor in a fair and reasonable manner. Until such time as rates, prices or quantities involved are agreed or fixed, the Subcontractor has no right to stop or delay the execution of the variation works and the Contractor may determine provisional rates, prices or quantities to enable on account payments to the Subcontractor, subject always to the Employer’s decision as to considering additional value and/or time for such variation under the Main Contract.

SC1.10   However, the Employer’s or Engineer’s non acceptance of any request for instruction to vary or Variation Order initiated by the Subcontractor or the Contractor or the disagreement on the valuation of variations shall not give any right to the Subcontractor to stop or delay the execution of the varied works and shall not relieve the Subcontractor of any of his responsibilities, duties and obligations to execute the relevant works instructed under this clause.

SC1.11   The Subcontractor shall thoroughly check and review the attached Specifications, take the necessary measurements and shall inform the Contractor of any omission, discrepancy or shortage therein. The Subcontractor has confirmed that the Drawings submitted by him are fully complying with the Project Specifications and overall Project requirements. The Subcontractor shall on the basis of these drawings, the attached specifications, the Main Contract requirements and the measurements taken by him, prepare the shop drawings within a reasonable period acceptable to the Contractor in accordance with the Execution Schedule and shall execute the Subcontract Works in accordance with the shop drawings approved by the Employer / Engineer and with other relevant conditions. The Subcontractor shall also prepare the As-Built drawings of the Subcontract Works sufficiently in advance of the date at which the Contractor is committed to present them under the Main Contract. Approval by Employer / Engineer / Contractor of any Engineering output does not relieve the Subcontractor of any design responsibility.

SC1.12   The Subcontractor is deemed to have inspected and acquainted himself with the Site conditions, and is deemed to be aware of all circumstances that are and / or may be prevailing during the execution of the Subcontract Works and is deemed to be in knowledge of the Main Contract requirements and all other conditions applicable on the Contractor pertaining to the Subcontract Works. The Subcontractor shall complete the execution of the Subcontract Works in such a way that no act or omission in relation thereto, will constitute, cause or contribute to any breach by the Contractor of any of his obligations under the Main Contract.

SC1.13   It is hereby understood and agreed that if the Contractor needs to terminate the Subcontract Agreement for reasons beyond his control, then the Contractor may at any time by a Three (3) days’ notice to the Subcontractor forthwith terminate the Subcontractor’s employment under the Subcontract and thereupon the Subcontractor shall with due expedition remove his staff and workmen and Subcontractor’s Equipment from the Site. Consequently the Subcontractor shall be paid by the Contractor, if so far as such amounts or items have not already been covered by payments on account made to the Subcontractor for all work executed and approved by the Engineer / Employer prior to the date of termination at the rates and prices, if any, provided in the Subcontract, or if there are no such rates and prices, then such amount as may be fair and reasonable.

In addition, the Contractor shall reimburse the Subcontractor for the loss or damage, if any, that he may have incurred arising out of or in connection with or by consequence of such termination provided that

(i)                 the Subcontractor has provided the Contractor timely with all necessary documentation, proof, invoices, receipts, vouchers, and the like evidences as required to substantiate that the claimed amounts by the Subcontractor has been actually sustained by him and were unavoidable at the date of termination, and

(ii)               the Contractor has received corresponding sums from the Employer.

SC2 Prices

The unit prices agreed upon for each of the items of the Subcontract Works are as stated in the attached Bill of Quantities. These prices shall remain fixed and shall not be subject to any adjustment whether due to execution of any of the Subcontract requirements or alteration or fluctuation in the exchange rates or change in subcontract individual quantities or market prices or any other causes or costs which may influence or affect the Subcontract Works and / or the Subcontractor including war, riots and military power actions.

The Subcontractor confirms that he has satisfied himself as to the correctness and sufficiency of these prices which are considered the full and comprehensive compensation for the execution of the Subcontractor’s obligations under this Subcontract Agreement, and has allowed for all contingencies in this connection.

SC3 Subcontract Value

The Subcontract value is estimated at SR. 54,000(Saudi Riyals fifty- four Thousands only) as detailed in the attached Bill of Quantities (attachment 1).

The Subcontractor acknowledges that he has well reviewed and understood the nature, scope and volume of the Subcontract Works as described in the attached BOQ & Specifications, fully complying with other Main Contract requirements.

No additional cost and / or compensation whatsoever is to be claimed by the Subcontractor nor granted by the Contractor resulting from or in connection with the Subcontractor’s evaluation / expectation or misinterpretation or misrepresentation of the Subcontract Agreement conditions and / or the Main Contract documents.

Due to the re-measured nature of this Subcontract Agreement, clause GC8 of the General Conditions (Lump Sum Nature) is considered as not applicable.

SC4 Delivery & Installation Schedule

It is hereby agreed that the Subcontractor shall complete execution of all the Subcontract Works as per the attached Execution Schedule (Attachment No. 4) which may be revised through the Employer’s instructions and / or with the Contractor’s execution schedule for the Project works, without exempting the Subcontractor of any of his obligations under this Subcontract Agreement and without any additional liabilities whatsoever on the Contractor.

The Subcontractor shall inform the Buyer 1(one) day before the delivery, and unload the Portable Cabins at its own risk as directed by The Contractor.

The Subcontractor is deemed to have allowed in the attached Execution Schedule for contingencies and the time required for completing all design, engineering and procurement activities and other actions, preparatory works and services to be done off the Project Site.

The Subcontractor shall bear all risks of loss to the Portable Cabins prior to acceptance by the Contractor.

SC5 Delay Penalty

Without prejudice to other conditions of this Agreement, and without limitation to the Subcontractor’s responsibility there under, should the Subcontractor fail to complete delivery within 5(five) days, then the Subcontractor shall pay to the Contractor Delay Penalty of 5%(Five Percent) of the Subcontract value per day of delay.

SC6 Terms of Payment

Without prejudice to other conditions of this Subcontract Agreement, the payments to the Subcontractor shall be made as follows:

(i)                 30%(thirty percent) of the amount value will be paid as Advance Payment within10(ten) days after signing the contract, against a security cheque that will be in lieu of advance payment bank guarantee.

(ii)               65%(sixty-five percent) of the amount value will be paid in 10(ten) day after all the Portable Cabins being installed in sites and tested successfully

(iii)             5% of the total amount will be deducted by the buyer for six month quality guarantee deposit, once the quality of the products are qualified by the Engineer, the quality guarantee deposit will be turn to the Subcontractor.

The Subcontractor shall submit payment invoice for CRCC to review, confirmation and certification. Upon CRCC’s confirmation and certification on the the invoice and the submitted record mentioned in this Clause, payment shall be made within 10(ten) days.

SC7 Facilities

Without prejudice to the Subcontractor's obligations under the Subcontract Agreement, it is hereby agreed that the Contractor shall provide the following facilities to the Subcontractor on the basis of the corresponding terms & conditions.

SC9 Terminate

It is hereby understood and agreed that if the Contractor needs to terminate the Subcontract Agreement, then the Contractor may at any time by a 3 (Three) days’ notice to the Subcontractor forthwith terminate the Subcontractor’s employment under the Subcontract and thereupon the Subcontractor shall with due expedition remove his staff and workmen and Subcontractor’s Equipment from the Site. Consequently the Subcontractor shall be paid by the Contractor, if so far as such amounts or items have not already been covered by payments on account made to the Subcontractor for all work executed and approved by the Engineer / Employer prior to the date of termination at the rates and prices, if any, provided in the Subcontract, or if there are no such rates and prices, then such amount as may be fair and reasonable.

Subcontractor shall sign a RELEASE AND WAIVER CERTIFICATE (Attachment 6)with Contractor before the last payment.

PART (2)

GENERAL CONDITIONS
 

GC 1.      SITE AVAILABILITY   Subject to the requirements of the Contractor’s programme or any revision thereto, the Contractor shall from time to time make available to the Subcontractor such part or parts of the Site as reasonably possible to enable execution of the Subcontract Works but the Contractor shall not be bound to give the Subcontractor possession or exclusive control of any part of the Site. No claim whatsoever on the ground of Site availability shall be put forth by the Subcontractor who shall adhere to without any cost to the Contractor's programme and site delivery.

               It is hereby agreed that Site will be made available to the Subcontractor, cleared and ready, to enable execution of the Subcontract Works, in accordance with the Installation Schedule.

               It will be considered obligatory on the part of the Subcontractor that if he has been permitted to place on the Site any facility or storage of materials or the like that the Subcontractor shall, without compensation, move and relocate or remove from the Site, as the case may be, any such items within the time notified to him by the Contractor.

GC 2.      DEFAULT  If the Subcontractor fails to comply with any of the Subcontract Agreement conditions or his performance is slow and not to the Contractor’s schedule, or wholly quits the execution, or fails to execute any requirement pertaining to the Subcontract Works, or fails or show reluctance to comply with the Contractor’s instruction in relation with Subcontract works or fails to comply with the Subcontract works as instructed by the Contractor, or refuses or neglects to remove defective material or make good the defective work or to complete outstanding works, or commits an act of bankruptcy or enters into a deed of arrangement with its creditors or goes into liquidation, or if the Employer / Contractor deems that the Subcontract Works or any part thereof are / is defective or of a quality inferior to that required, or should the rate of progress of the Subcontract Works or any part / activity thereof be, in the opinion of the Contractor, too slow to ensure the completion of the Subcontract Works within the prescribed time including submittals and/or procurement and or installation, or the Cabins being delivered by the Subcontractor is not in conformity with the standards and drawings, and if the Subcontractor despite the Contractor’s seven (7) days notice, fails to reinstate, comply with or rectify or remedy the failure or default to the satisfaction of the Contractor, then without prejudice to other rights, conditions and measures he may apply, and without recourse to any judicial authority, the Contractor shall have the right to take any one or more of the following actions:

A.      Demolish and dispose the executed Subcontract Works including the Subcontractor’s material and any other works and materials that should be removed  to enable the Contractor complete any corrective action, and /or

B.      Execute and / or repair the Subcontract Works or any part thereof by himself or by any other source including provision of material, equipment and manpower etc. and including execution and / or repair of any other works removed or damaged while demolishing and disposing the defective Subcontract Works, and /or

C.      Employ any party and / or apply any method, and take any action to rectify the Subcontractor’s failure / default and to bring the Subcontract Works back to the Contractor’s schedule, and/or

D.     Take possession of all materials, constructional plant, equipment, and other things whatsoever brought by the Subcontractor to the Site and may use them free of charge for the purpose of execution, completing and maintaining the Subcontract Works, and may if he thinks fit, sell all or any of them and apply the proceeds in or towards the compensation of monies otherwise due to the Contractor from the Subcontractor, and/or

E.      Terminate the Subcontractor’s employment without prejudice to the Subcontract conditions.

In any such default / event, any measure(s), application(s) and / or action(s) taken by the Contractor shall be made at and charged to the Subcontractor’s account, and the Subcontractor shall not be granted any extra time for any such remedy, measures, or actions whether carried out by him or by the Contractor or by any other party employed by the Contractor.

In addition, and in any of the above cases, the Contractor shall not be liable to pay the Subcontractor any further amount until Final Handing Over Certificate for the Project Works is issued by the Employer and thereafter until ascertaining any and all cost to complete the Works and the total amount of losses, damages, costs, penalties, fees and expenses incurred in connection with design, execution, completion and remedying of Subcontractor’s default.

GC 3.      APPROVAL   The Contractor shall not be responsible for any delay in obtaining approvals on the submittals pertaining to the Subcontractor’s employment or the Subcontract Design, Works and / or materials, which if occurred, shall be accounted for in the Subcontractor's Execution Schedule, and shall not be liable for any damage, expenses or loss of time in the event that the Subcontractor’s samples, materials, Subcontract Works and / or submittals are not approved by the Employer. The Subcontract Works and the employment of the Subcontractor are subject to approval by the Employer. In the event that such approval is not granted, then the Subcontractor shall resubmit the related work and the Contactor shall do his best to obtain the approval, failing which, the employment of the Subcontractor shall be terminated without any obligation or compensation whatsoever on the part of the Contractor.  It is understood that no signature of the Subcontractor’s delivery notes or invoices, and no action of payment to him by the Contractor shall mean approval of the Subcontract Works.    

GC 4.      INSTRUCTIONS AND DECISIONS  The Subcontractor undertakes to abide by the instructions, procedures and decisions of the Employer and of the Contractor as may be directed to him in connection with the Subcontract Works.  Any technical matter relating to the Subcontract Works for which no provision exists in the Subcontract Agreement and any discrepancy or contradiction therein shall be determined and clarified by the Contractor and implemented by the Subcontractor.

                It is understood that any such instructions, procedures, and decisions which are not considered by the Employer as Variations and the Contractor was not compensated for under the Main Contract, and / or which the Subcontractor should have envisaged from the Subcontract Agreement conditions and documents, shall be deemed as integral part of the Subcontract Works and the value of which is allowed for in the agreed upon rates and the Subcontract Agreement value.

GC 5.      INSURANCE  The Subcontractor is deemed to have acquainted himself with the Project Site location, situation, the sources and availability of material, and the equipment required for the supply and execution of the Subcontract Works.  The Subcontractor is deemed to have allowed for all events, accidents, hazards and risks that may affect or happen during the execution of the Subcontract Agreement and undertakes to cover his staff and his equipment with sufficient insurance prior to entering the Site and until he has finally performed his obligations under the Subcontract Agreement.  The abidance or not by the Subcontractor of this insurance coverage condition shall in no way limit or absolve the Subcontractor’s responsibility to bear all relevant consequences

The Subcontractor shall maintain in force, and from the date of the Subcontract Agreement until issuance of the Initial Handing Over Certificate under the Main Contract, Third Party Liability (TPL) and Workmen Compensation (WC) Insurances for the Subcontract Works, and shall be responsible for any premiums / deductibles / excesses in connection with such insurances. In the event of the Subcontract Works or any part thereof having been destroyed or damaged in such circumstances that a claim is established in respect thereof under the said policy, then the Subcontractor shall replace and / or repair the destroyed or damaged Subcontract Works and the payment in this respect to the Subcontractor shall be subject to the Contractor receiving corresponding compensation from the insurers. The Contractor shall administer such claims made at the Subcontractor’s expenses and risk.  The Subcontractor shall accept the compensation amount - if any - determined by the Contractor and shall seek no further compensation from or raise any further claim against the insurers, the Employer and / or the Contractor.

GC 6.      NOTICES  As soon as the Subcontractor becomes aware of any matter which is likely to cause additional expense or to cause a delay under the Subcontract Agreement and before commencing the work in respect of that matter, the Subcontractor shall notify the Contractor there about in writing within 7 days, and shall provide him with all supporting evidence. If the Subcontractor fails to comply with this condition he shall be deemed to have waived his rights - if any -  to claim any compensation of money and time regarding that matter, without prejudice to the right of the Contractor to claim and collect incurred damages indemnity from the Subcontractor due to such failure.

Subject to the Subcontractor’s complying with the above requirement, the Contractor may claim to secure compensation or additional time from the Employer if the same is claimable in accordance with the Main Contract conditions, provided always that such action taken by the Contractor shall be at the Subcontractor’s risk and the Contractor shall not be responsible for admittance nor for the result of the Subcontractor’s claims. In any case, no compensation and/or additional time is considered to the Subcontractor unless the Employer pays a corresponding compensation and / or grants additional time for the subject matter to the Contractor under the Main Contract.

GC 7.      Differences  The Subcontractor understands that during execution of the Subcontract Works, the Contractor may include in his correspondence to or may say in the meetings with the Employer the same opinion(s) of the Subcontractor or any other statement(s) that may support the Subcontractor’s position, in connection with certain matters where a difference is or may be occurring, whether between the Contractor and the Subcontractor or between the Contractor and the Employer.

Accordingly, the Subcontractor acknowledges that in the event a difference or a dispute arises between the Contractor and the Subcontractor about the same matters or a different one under the Subcontract Agreement, whether during or after execution of the Subcontract Works, the so included Subcontractor’s opinion and other statement(s) supporting the Subcontractor’s position, does not constitute the opinion of or a declaration stated by the Contractor in favour of the Subcontractor's case(s), and consequently shall be considered of no value if the Subcontractor or any other party uses any of the same against the Contractor in any argument or litigation between the Subcontractor and the Contractor.

GC 8.      LUMP SUM NATURE   NOT APPLICABLE

GC 9.      EQUIPMENT REMOVAL FROM SITE  The Subcontractor shall comply with the Main Contract requirements and Contractor’s instructions as to the bringing on to and removal from the Project Site of any equipment, material and temporary works whether belonging to him or hired or supplied by other parties. Without prejudice to the Contractor’s rights under clause GC 2-E, the Subcontractor shall not be allowed to remove any of such things unless he has completed the Subcontract Works satisfactorily and has obtained a prior written approval from the Contractor. The Subcontractor undertakes to include this condition in the relevant agreements with his subcontractors and suppliers who shall be deemed in acceptance of the same, and to indemnify them for any claim in this regard.

GC 10.    BREACH  The Subcontractor hereby acknowledges that any breach by him of the Subcontract Agreement may result in the Contractor committing breaches and / or becoming liable in damages under the Main Contract and other agreements with the third parties, or may occasion loss or expense to the Contractor in connection with the Main Works and such other agreements.  In such events, and without prejudice to any other conditions contained herein, or to any other remedy of the Contractor for such breach, the Subcontractor shall pay to the Contractor the amount of damages, losses and expenses suffered or to be suffered by the Contractor in consequence thereof as may be ascertained by the Contractor.

               If the Subcontractor fails or refuses to pay such or in the event that the Subcontractor's dues in the possession of the Contractor are not sufficient to cover the amounts payable to the Contractor, then the Contractor is entitled without any liability whatsoever and without notice or recourse to legal proceedings, call the bond(s) and / or guarantees presented by the Subcontractor under this and / or any other Agreements.    

GC 11.    EMPLOYER’S ENTITLEMENT FOR TERMINATION OF MAIN CONTRACT    If the Main Contract is terminated by the Employer for convenience or for any reason whatsoever and not as a result of a default / breach before the Subcontractor has fully performed his obligations under this Subcontract, then the Contractor may at any time there after by written notice to the Subcontractor forthwith terminate the Subcontractor’s employment under the Subcontract and thereupon unless otherwise advised by the Contractor the Subcontractor shall, with all reasonable speed remove his staff and Constructional Plant from the Site.

               Upon such a termination of the Subcontractor’s employment the Subcontractor shall be entitled to be paid the value, calculated by reference to the Price and to the rates and prices contained in bill of quantities of all work properly done on the Site by the Subcontractor and certified by the Engineer and of all approved materials properly brought and left on the Site by the Subcontractor but less such sums as the Subcontractor has already received on account of the Price, provided always that such works and materials were finally approved by the Employer and the Contractor has received a full corresponding payment from the Employer. The Subcontractor's compensation in the event of termination by the Employer shall not exceed the compensation received by the Contractor with respect to the Subcontract Works less the Contractor's overhead and profit.

GC 12     GUARANTEE   The Subcontractor shall guarantee the Subcontract Works against all defects in design, engineering, material, workmanship and other matters required under the specifications, as and to the extent / period(s) that the Contractor is bound to guarantee them under the Main Contract.  The Subcontractor shall - if requested - provide the Contractor with Letter(s) of Guarantee addressing this obligation in a text as required by the Contractor and acceptable to the Employer, failure of which by the Subcontractor shall be considered as a default / breach.

GC 13.    INDEMNITY   Notwithstanding other obligations contained in the Subcontract Agreement, the Subcontractor shall indemnify and hold harmless the Contractor against all suits of law, incurred costs, expenses, damages (including death and injury), penalties, and claims, that may be raised by the Contractor against the Subcontractor, or by the Employer or third parties against the Contractor, in connection with the Subcontractor's design and operations and the Subcontract Works, due to any breach, action, inaction, omission, default, misuse or negligence of / by the Subcontractor or of / by any one acting under his direction, control or on his behalf.

GC 14.    PERMITS    The Subcontractor shall obtain and is deemed to have allowed for obtaining of all required permits, licenses, certificates and every other authorization necessary for the design and execution of all its obligations under the Subcontract Agreement.  All of these requirements must be obtained within sufficient time prior to starting delivery of material and execution of the Subcontract Works at the Site.

GC 15.    CONFIDENTIALITY     The Subcontractor’s personnel may during execution of their duties, have access to information relating to the Subcontract Works and Main Contract Works which is considered restricted security information by the Employer. The Subcontractor undertakes to safeguard and protect such information against disclosure to any unauthorized person or party.  The Subcontractor undertakes also not to take any photographs for or make any publication about the Subcontract Works without a prior written approval of the Contractor. All such obligations are extended to include the Subcontractor’s personnel, their dependants and guests who may in any manner obtain such information and shall stay valid and binding even after handing over of the Project works.

GC 16.    RIGHTS TO OFFSET    Without prejudice to any other methods that the Contractor may apply, the Contractor shall have the right to recover, offset against, and/or withhold from bonds and guarantees furnished by and from the amounts due or to become due to the Subcontractor, and / or from amounts retained in lieu of bonds and guarantees that the Subcontractor should have provided, whether such bonds, guarantees or amounts are under this Subcontract Agreement or any other agreement between the Contractor and the Subcontractor, despite the conditions that may be contained therein, and without recourse to any judicial authority, such sums as may be charged to the Subcontractor by the Contractor and/or necessary to indemnify, compensate and protect the Contractor against any costs, expenses, losses and damages incurred or apparent to be incurred by the Contractor, due to any fault, delay, failure, default, breach or negligence of the Subcontractor, including any one acting under his direction, control or on his behalf.

The recovery of such sums by the Contractor shall not relieve the Subcontractor of his obligation to satisfactorily complete the Subcontract Works or of any other of his obligations under the Subcontract Agreement. If the amounts, bonds and guarantees as described in the preceding paragraph are not sufficient to cover, the Subcontractor undertakes to pay the balance to the Contractor right upon the Contractor’s first demand.

GC 17.    WARRANTY/MAINTENANCE  The warranty is 24(twenty-four)months after the Contractor receiving the Portable Cabins. The Subcontractor has the responsibility to send people for free maintenance when the Portable Cabins suffered damage except by someone.

GC 18.    EMPLOYER’S REQUIREMENTS  Should the Employer during and/or after the course of the Main Contract, impose upon the Contractor further obligations, onerous conditions or further restrictions which the Contractor may be obliged to accept, the Subcontractor hereby irrevocably recognizes and accepts any and all of such obligations, conditions & restrictions which relate to the Subcontract Works at no cost or compensation whatsoever to the Contractor, and the Contractor shall use his best efforts to minimize the extent of all such matters.

GC 19.    FINAL ACCEPTANCE  Notwithstanding any other conditions in this regard, the Subcontract Works shall not be considered approved until the date at which the Final Handing Over Certificate is issued by the Employer, and the Subcontractor has satisfactory completed all and every snag, rectification, remedying of defect and/or remark made on the Subcontract Works. The Subcontractor shall not be relieved of any liability towards the Contractor until satisfactory fulfilment of his obligations under the Subcontract Agreement conditions and a Final Settlement Certificate is issued to this effect by the Contractor.

GC 20.    SAFETY & PROTECTION  The Subcontractor shall comply with all safety measures that are required from the Contractor under the Main Contract and are advised during execution by the Employer / Engineer. The Subcontractor shall always and until the Final Handing Over Certificate is issued, implement at the Project Site all required protection and precautionary measures to the satisfaction of the Contractor / Employer in order to avoid causing damage and / or disturbance to persons, possessions, and to Project Works including the Subcontract Works. Such protection and precautionary measures shall include but not be limited to safety tools for Subcontractor’s staff, barriers, sign boards, warning lights, tarpaulin covers, temporary passages, guards and fences.

GC 21.    RISKS  Notwithstanding the insurance coverage, protection measures and any other action that the Subcontractor may take in connection with the Subcontract Agreement, and the C.A.R. insurance policy that the Contractor may obtain for the Project works, the Subcontract Works and the Subcontractor’s operations shall be at the risk of the Subcontractor until the Final Handing Over Certificate for the Project is issued. Consequently, the Subcontractor shall at its account reinstate and make good every damage that may occur to the Subcontract Works, and shall be responsible for the damage, losses and expenses that the Subcontractor, his agents, or employees may cause to the Contractor and to any other third party.

GC 22.    SUBLETTING  The subcontractor shall not without the prior written consent of the Contractor sublet the whole or any part of the Subcontract Works. Any such consent given by the Contractor  shall not relieve the Subcontractor of any liability or obligation under the Subcontract Agreement, and the Subcontractor shall be responsible for the acts, defaults and neglects of the party to whom he has sublet, as fully as if they were the acts, defaults and neglects of the Subcontractor.

GC 23.    APPLICABLE LAW  AND DISPUTES The Subcontract Agreement shall be governed and construed in accordance with the Laws of the Kingdom of Saudi Arabia.

               Disputes that may arise between the Contractor and Subcontractor in connection with the Subcontract Works or Subcontract conditions, shall be finally settled in accordance with the Laws of the Kingdom of Saudi Arabia.

               The Subcontractor shall notwithstanding the disputed matter, continue the execution of his obligations and execution of the Subcontract Works without any delay until an amicable settlement or a verdict by the Saudi competent courts is reached and advises otherwise.

GC 24.    ENTIRE AGREEMENT  The Subcontract Agreement constitutes the only and the entire Agreement between the Contractor and Subcontractor regarding the Subcontract Works. The Subcontract Agreement overrules and replaces all preceding agreements between these two Parties about the Subcontract Works.

Attachment         Release And Waiver Certificate

With reference to the Subcontract Agreement KAP5-C3-MPA-004  dated on 27 July 2015concluded between Contractor and Subcontractor regarding the supply and installation ofportable cabins as listed in the BOQ to The Project of the Custodian of the Two Holy Mosques King Abdullah Bin Abdulaziz For the Development of the Ministry of Interior’s Security Headquarters (Phase five) and with due consideration, if any, to the subsequent amendments, agreements and claims with/against the Contractor and/or  other parties in connection with the said Agreement.

We further certify that, in accordance with the above named Agreement, we have settled under the rules and regulations in force in Kingdom of Saudi Arabia all our employee’s rights, the cost of materials, equipment, services, zakat, taxes, customs and all other obligations pertaining or related to the said Agreement. We further undertake to indemnify, defend and hold harmless, the Contractor, from and against, any and all suits, actions, legal or administrative proceedings, claims, damages, liabilities, interest, fees , costs and expenses of whatever kind or nature, whether latent or otherwise, which may be payable, or become payable, or which may occur at some future date as a result of our failure or default in the implementation of our contractual obligations under the said Agreement.

         For and on behalf of the Contractor                              For and on behalf of the Sub-Contractor

      China Railway Construction                                                SAQR AL-KHYALA GROUPU

      Corporation Limited Saudi Branch.                                    

      Signature :   _________________                                           Signature  :  __________________

      Name :   Zhang Jian                                             Name :  Abdul Majeed Chaudhry

     Position : Cluster 3 Project Manager                                   Position :   General Manager