1. EFFECTIVENESS OF AGREEMENT:
The Agreement shall become effective upon execution by the Parties. Failure to sign the Agreement within 3 days of delivery to the Contractor may result in withdrawal from the transaction by the Client, without any liability.
2. OBLIGATIONS OF THE CONTRACTOR
2.1 The Contractor shall perform the works set out hereunder in accordance with the SOW
2.2 The Contractor shall ensure that it keeps to the timeline specified in CT, and ensure that Client has limited interruption of its business operations.
2.3 The Contractor shall perform the works set out hereunder in a professional manner, in line with best industry standards and practices.
2.4 The Contractor shall carry out the works set out hereunder in such a way as to ensure the achievement of the objectives of this Agreement.
2.5 The Contractor shall comply with the Client’s HSE rules and policies and shall be responsible for the adequacy, stability and safety of the operations and methods applied in performing the services.
3. LIQUIDATED DAMAGES FOR DELAYED DELIVERY OF WORK
3.1 In the event that the Contractor fails to complete the project in accordance with the timelines specified in this Agreement, the Contractor shall, upon receipt of the Client’s written notification of such delay, pay to the Client liquidated damages amounting to 0.5% of the total Contract Price for each day of delay. The liquidated damages shall not, however exceed ten percent (10%) of the total contract price.
3.2 The Parties confirm that the formula for calculating liquidated damages, as provided in Clause 3.1 above, represents a genuine pre-estimate of the loss that the Client would suffer in the event that the Contractor delays the work otherwise than as agreed.
3.3 The Client shall be entitled to deduct liquidated damages from any payment due to Contractor.
3.4 These damages shall not apply in the event of Force Majeure, which results in delays to the completion of the services as stated in clause 6 in this GTC.
The Contractor shall be liable for defective, faulty or improper materials or workmanship. Upon written demand, the Contractor will immediately remedy all defects, faults, omissions or replace any part of the work and complete all unfinished work which is found not to be in conformity with the agreement by reason of defective material, design or workmanship free of charge and pay for any damage to the work resulting there which shall appear within the warranty period, stated in the PTC, from the date of issuance of Job Completion Certificate.
5.1 The Client reserves the right to reject any substandard work or material that may be employed by the Contractor in the execution of the services at no extra cost to the Client.
5.2 The Contractor shall be liable to and indemnify the Client for any injuries to person or property and, at its own expense, defend and hold the Client harmless against and from any claims or court actions raised by a third party, arising in connection with the performance of the services under this Contract, to the extent they are derived from any fault, negligence, omission or willful action of Contractor or its Sub-Contractor(s).
6. FORCE MAJEURE
6.1. Either party shall not be responsible to the other party for failure to perform or delay in the performance of all or any part of the Agreement due to force majeure events beyond the reasonable control and without the fault or negligence of the affected party, including, without limitation: (i) acts of God, such as storms, floods, earthquakes, etc; (ii) civil disturbances, such as riots, revolutions, rebellions and insurrections; (iii) accidents or disruptions, such as fires and explosions; (iv) strikes, lockouts or sabotage; and (v) laws, acts or regulations of governmental authority, such as wars, embargoes, quarantines, or acts of the public enemy. In such event, the affected party is entitled to such extension of time to fulfill its obligation as may be reasonably necessary in the circumstances as agreed to between the parties.
6.2. The affected party shall promptly notify the other party of the occurrence of the force majeure event with the documents proving its occurrence.
6.3. If the force majeure event continues for sixty (60) days or more, then either party may terminate the Agreement in whole or in part upon written notice to the other, and both parties shall settle all or any outstanding liabilities, except for any claims of either party in connection with the termination.
7.1 Either party may terminate the Agreement, in whole or in part, if a party materially fails to perform or materially delays in the performance of any of its obligations hereunder, and the party does not cure the default promptly.
7.2 This Agreement may be terminated by either Party giving three (3) days’ notice of termination and such termination shall take effect upon the expiration of the notice period. The termination of this Agreement shall be without prejudice to the rights and obligations of the Parties which may have accrued prior to the date of termination.
7.3 In the event of failure of the Contractor to deliver the contracted services within the completion period as herein contained in this Agreement, the Client may procure similar materials and/or services from another vendor, and Contractor shall hereby be liable under this agreement to the Client for the excess costs incurred for such procurement. The rights and remedies of the Client in this section shall be in addition to any other rights and remedies hereunder or as provided by law.
8. DISPUTE RESOLUTION
8.1 In the event of any dispute, claim or controversy arising from or relating to this Agreement or the breach thereof, the Parties shall endeavor to settle the dispute, claim or controversy by negotiating with each other in good faith.
8.2 If the parties are unable to resolve the dispute through negotiation, the dispute shall be referred to Arbitration under the Arbitration and Conciliation Act (cap A18) Laws of the Federation of Nigeria, 2004, by a single arbitrator to be appointed by both Parties. Where the Parties are unable to agree on the appointment of the sole arbitrator within 14 days of the referral to arbitration, the sole arbitrator shall be appointed upon the request of either Party, by the Chairman, Chartered Institute of Arbitrators (UK) (Nigeria branch). The Arbitral award shall be final and binding between the parties.
9. THIRD PARTY SOLICITATION
9.1 Contractor hereby warrants that neither it nor any of its representatives has offered any officer of the Client or its employee any consideration or commission for this Agreement, nor has Contractor or any of its representatives exerted or utilized any corrupt or unlawful influence to secure or solicit the contract for any consideration or commission.
9.2 Contractor shall disclose the name(s) of the person(s) and the amount being paid. Contractor hereby further acknowledges that any violation of this warranty shall constitute a sufficient ground for the rescission or cancellation of this Agreement without prejudice to the filing of civil or criminal action under any applicable laws against Contractor or its representative and the Client officials and employees concerned.
10.1 This Agreement and all information exchanged pursuant to this Agreement shall be confidential and any unauthorized disclosure by the Contractor to unauthorized employees of the Client and/or to third parties shall render this Agreement voidable at the option of the Client. The Contractor agrees to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed any information disclosed to it pursuant to this Agreement, the Client or its employees.
10.2 The Client may seek and obtain injunctive relief against the breach or threatened breach, in addition to any other legal remedies which may be available. The provisions of this Clause shall survive the termination of this Agreement. The Client shall maintain confidentiality of information for a period of five (5) years after the termination of this Agreement.
11. APPLICABLE LAW
This Agreement shall be governed and interpreted pursuant to the laws of the Federal Republic of Nigeria.
12.1 The failure of either Party to enforce or insist upon compliance of any of the provisions of this Agreement or the waiver thereof, in any instance, shall not be construed as a general waiver or relinquishment of that provision or of any other provision of this Agreement.
12.2 This Agreement may not be amended, except by an instrument in writing, executed by the Parties.
12.3 If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.
12.4 This Agreement constitutes the entire and only agreement between the Parties hereto, in respect of the subject matter and supersedes any prior understanding, written or oral agreement between the Parties.
12.5 The below mentioned documents represent an integral part of all Agreements with the Client, and the Contractor commits to abide by their terms:
a.Beamco General Business Principles
b.Beamco Code of Conduct
c. Beamco Anti-Bribery / Anti-Corruption Policy
d. Beamco Human Rights Policy