SOUTH OIL COMPANY

http://www.soc.oil.gov.iq/upload/imagestender/en/99-2.htm[25.05.2017 11:11:45]

SOUTH OIL COMPANYREQUISITIONS LIST

CLOSING DATE 15th/Jun/2017PUPLIC INVITATION FOR TECHNICAL PRE- QUILIFICATION ACCOUDING TO STANDARD DOCUMENTS

SOUTH OIL COMPANY WOULD LIKE TO ANNOUNCED THEIR REQUIREMENTS FOR THE FOLLOWING MATERIALS FOR THOSE WHO ISINTERESTED TO PARTICIPATE, TO VISIT OUR MAIN HQ AT BASRAH-BAB AL-ZUBAIR TO RECEIVE TECHNICAL SPECIFICATION AND TOSUBMIT THEIR OFFERS BEFORE OR ON CLOSING DATE OF 15th/Jun/2017 AT 1:00 PM ALONG WITH THE REQUIRED B/P WHICH SHOULDBE IN THE FORM OF CERTIFIED CROSSED CHEQUE OR, BANK QUARANTEE OR SAVTAJIH. ISSUED BY AN ACCREDITED BANK IN IRAQOTHERWISE OFFERS WILL BE NEGLEGTED.SOUTH OIL COMPANY WILL NOT BE OBLIGED TO ACCEPT THE LOWEST PRICES AND AWARDED COMPANY WILL BEAR ANNOUNCEMENTSCHARGES.

ALL PARTICIPANTS IN ENQURIES THAT WILL BE RE- ANNOUNCED SHOULD FOLLOW -UP OUR REQUISITIONS LISTS AND CLOSINGDATE ON OUR WEB SITE INSTEAD OF NOTIFICATION BY FAX OR E-MAIL AND SUBMIT EITHER RENEWED OFFERS OR LETTERS BY WHICHEXTENDING THE VALIDITY OF THEIR

PAYMENT FOR PARTICIPATION SHOULD BE DONE LAST TILL A DAY BEFORE CLOSING DATE .SINCE CLOSING DATE IS DIDICATED FORRECEIVING OFFER (S) ONLY.

FOR TECHNICAL SPECIFICATION PLEASE VISIT OUR WEB SITE (www.soc.oil.gov.iq) OTHERWISE, FEEL FREE TO CONTACT US AT(fpd_southoilco@soc.oil.gov.iq) BID DOCUMENTS FEES IS CONSIDERDED TO BE NON-RE-FUNDABLE.

NOTES:- * THE BID BOND EQUAL TO AMOUNT THAT IS STATED IN BID DOCUMENTS . THE OFFER VALIDITY SHOULD BEFOR (90) DAYS STARTING FROM C/D AND BID BOND VALIDITY SHOULD BE STARTING FROM (118)DAYS FROM C/D.

* CONFERENCE WILL BE HELD IN 8th/Jun/2016 TO REPLY THE INQUIRIES OF THE BIDDERS.

* YOU HAVE TO PROVIDE US WITH WHAT IT IS PROVE OBSTRUTION OF SUPPLIER`S RATIONAL CARD.

* THE TIME OF OPENING OFFERS IS AFTER CLOSING DATE.

* THE PLACE OF OPENING OFFERS IS IN THE HALL OF OPENING FOFIEGN OFFERS COMMITTEE IN BAB AL ZUBAIR AL ZAKHORAH GRAUNDFLOOR.

ALL PARTCIPANTS SHOULD FILL THE FORTH PART OF DOCUMENTS AND RETURN THE ELECTRONIC COPY THATAUTHENTICATED BY US AFTER BEING INDOREST BY PARTCIPANT COMPANIES, KINDLY SEND YOUR AUTHORISED REPRESENTATIVEBEFORE CLOSING DATE TO RECEIVE A HARD DISK (CD) OF THE STANDARD DOCUMENTS FOR THE ANNOUNCED ENQUIRIES TO COMPLETEAND STAMPED ALL THE INFORMATION IN THE SECTIONS RELATED TO YOUR ESTEEMED COMPANY AND RETURN THEM ON THE CLOSINGDATE

ANN-NO. -13-

SER ENQ.REF. SPECPRICE OFTENDER

DOCUMENTSAM OF BID

BONDCONTRACT

TYPEANNOUNCED

NOMATERIAL

NATUREESTIMATED

COST

1 08-15-2083 FM200 FIRE PROTECION SYSTEMRESTORATION 100 $ 880 $ SUPPLYING ANNOUNCED 3 WORKABLE 45000 $

Directorate Name: South Oil Company- Foreign Enquiries Subject: FM200 FIRE PROTECION SYSTEM RESTORATION closing-date 15/Jun/2017 E-mail: fpd_southoilco@soc.oil.gov.iq No: 08-15-2083 Release Date: 2017-05-17 Close Date: 2017-06-15 Extension Date: NO Extension

80-51-3802 S/ FM200 FIRE PROTECTION SYSTEM RESTORATION TOTAL ITEMS :

تسلسلITEM

21 23

الرقم الرمزيVOCABULARY

NO. 24 35

المواصفاتDESCRIPTION

الوحدةUNIT

62 64

الكميةQUANTITY 65 70

المبلغVALUE

71 80

X OR D المالحظات

SOC is preparing to restore and set up three sets of new

FM200 fire suppression systems which supplied in 2009 .

- made:Fike USA.

- the systems lack some items missed during this period

which include the GCA unit

- the three sets to be installed and operated in the exesting

oil pumping station (PS1 ) with the conservation of the

old system pipe works and other common components

- the requirements described here below:-

تسلسلITEM

21 23

الرقم الرمزيVOCABULARY

NO. 24 35

المواصفاتDESCRIPTION

الوحدةUNIT

62 64

الكميةQUANTITY 65 70

المبلغVALUE

71 80

X OR D المالحظات

01

Scope of work :- - vendors to carry on site survey for the eraction place to

get full geometrical details and optimization required .

Lump sum

02 - re-engineering and design verification to comply with

NFPA STD .

Lump sum

03 - supply of the missing items and all required parts to

complete the three system

Lump sum

04 - check all components include all electronic card and

other electrical built-in items ( change and replace all

defective & damage components ) .

Lump sum

S/ FM200 FIRE PROTECTION SYSTEM RESTORATION TOTAL ITEMS :

تسلسلITEM

الرقم الرمزيVOCABULARY

NO.

المواصفاتDESCRIPTION

الوحدةUNIT

الكميةQUANTITY

المبلغVALUE

X OR D

المالحظات

81

Install the three system complety in the designated place

and match the system with the Existing detectors loop.

Lump sum

06

- carry on loop test for the entire system after complete

wiring .

Lump sum

07

- commissioning and simulation test .

Lump sum

08

- supply of extra ( 500 kg ) of FM200 (bulky) .

kg 500

80 - advice & supply of required S/P for the system for

( 5 years of operation) include ( 25) GCA.

Lump sum

10 - supply of recharging tools. Lump sum 11 - supply of test kit ( for detectors ) Lump sum 12 - cirtify the readness of the entire system Lump sum

- warranty of the system for one year .

- completion of the sys. within six months.

- Origin:USA

- Bid bond: 880 $

- Rate of penalty: 10%

- Delivery Period: 180 days

criteriaweighting :معايير الترجيح- Description 80% 80المواصفات الفنية% After –sale services 10خدمات ما بعد البيع% Delivery Period 5% 5فترة التجهيز% Origin 5% 5%

General Terms and Conditions for Participation in Inquiries & Projects

All companies that do not comply with the terms & conditions stated hereunder, their offers will be neglected without prior notice.

1- The below-mentioned conditions are considered to be general terms & conditions while conditions that are mentioned within bid documents are considered to be special conditions. If there will be any contradiction or differences, bid documents conditions will be depended.

2- Company Profile

In order to consider any company in our invitations for tenders, the company profile should include the following documents:

a- An introduction letter include company full name in English and Arabic, company logo, full address ( e_mail, phone no, website).

b- An up-to dated registration certificate, including net capital ,field of specialization and financial status, is required which should be authenticated and stamped by Chamber of Commerce and Ministry of Foreign Affairs in the country where it was issued and should be authenticated by the Iraqi Embassy there.

c- A brief history report of previous similar works, implementations and contracts carried out by the company and manufacturing company it deals with.

d-Original letter of authorization issued by manufacturers or services and materials suppliers, whose products and services meet our company requirements, authenticated by Ministry of Foreign Affairs of supplier/contractor country.

e -If the company has any offices, agents, representatives or subsidiary companies in Iraq, they should submit a tax clearance certificate issued by Iraqi General Tax Directorate/ companies department, and full address with phone no. for the representative is required

f- ISO certificate and/or any other certificate(s) issued by an internationally accredited classification society.

g- Your net capital should be not less than two billion Iraqi dinars or equivalent to it.

h- All foreign companies, manufacturers/and suppliers are bound to dispense with regional agencies and replace them by national (Iraqi) trading agencies that are registrated in Iraq in accordance with Iraqi law.

i- The foreign company or the economic corporation which has a constant activity in Iraq or contracted to conduct certain project shall present a written notification to companies register once they made the contract or the agreement relevant to their activity or project. This doesn`t include the companies or the corporations contracted to supply goods or materials unless they have actual existence in Iraq or the supplying agreement or contract includes providing whichever kind of services.

j- A LIST OF SIMILAR ACTIVITIES SHOULD BE ATTACHED TO BIDDERS` OFFER CERTIFIED BY CONCERNED PARTIES AND IT WILL BE CONSIDERED AS CRITERION FOR QUALIFICATION .

i- TO SUBMIT ESTABLISHMENT CERTIFICATE, ESTABLISHMENT REGISTERATION COMPANY INTERNAL SYSTEM, AUTHORIZATION LETTER, CONTRACTORS ID, COC ID, PRACTICING LICENSE).

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ii- EXECUTIVE MANAGER IN MORE THAN ONE COMPANY IS NOT ALLOWED TO SUBMIT MORE THAN ONE BID FOR THE TENDER

iii- BIDDER ADDRESS (CONTRACTOR,SUPPLIER, COUNSULTANT) STATED IN THE BID WILL BE APPLIED IN CORRESPONDENCES AND NOTIFICATIONS AND BIDDER SHOULD NOTIFY COMPANY OF ANY CHANGE TO THAT ADDRESS WITHIN SEVEN DAYS OF SUCH CHANGE. iv- BIDDER SHALL STATE QUALIFICATIONS OF THEIR TECHNICAL STAFF AND FULL-TIME AND PART-

TIME SPECIALISTS AND SPECIALIZED TRUCKS AND EQUIPMENT TO BE USED FOR THE EXECUTION OF RELATED PROJECTS.

v- FOR IRAQI`S CONTRACTOR THE CLASSIFICATION AND CONTRACTOR DEGREE IS REQUIRED, IN ADDITION TO COMPANY`S REGISTERATION CERTIFICATE, AND PRACTISING LICENSE, WHICH SHOULD BE CERTIFIED BY CONCERNED DEPARTMENTS

vi- DESIGNS AND DRAWINGS AND MODIFIED SPECIFICATION PREPARED BY THE CONTRACTOR WILL BE FOR THE PROPERITY OF SOC . EXCEPT SOME SPECIAL CASES WHICH HAS A PERMISSION OF D.G AND IN SUCH CASES NO INFORMATION IS ALLOWED TO BE ANNOUNCED RELATED TO CONTRACTING BEFORE FINAL PERMISSON OF HIGH AUTHOTITY.

vii- A LETTER OF NON OBJECTION TO PARTICIPATION IN THE TENDER ISSUED BY GENERAL COMMISSION FOR TAXES FOR IRAQI COMPANIES K- A copy of your bid bond is to be sent to our e_mail (fpd_southoilco@soc.oil.gov.iq)on closing date in order to speed up obtaining the bid bond issuance confirmation from the bank.

3- Destination: if means of transportation was by sea, the delivery term (in submitted offer)should be (CIP BASARH / SOC WEAREHOUSE VIA NORTHREN UM—QASSER AND /OR SOUTHREN UM-QASSER PORT ).

- ALL SUPPLIERS SHOULD DELIVER MATERIALS TO THE DELIVERY WAREHOUSES ( BAB AL-ZUBAIR/ BURJISSYA/ NORTH RUMAILA) AND AS INDICATED IN THE MATERIALS CLEARANCE FORM ISSUED BY CENTRAL CLEARANCE DEPARTMENT.

4- Bid documents will be bought in the fixed prices shown at reception hall or through our web site at specified closing date.

5- The participant should submit four envelops containing the following:-

First envelope should contain the technical offer (hard and electronic copy).

Second envelope should contain the commercial offer.

Third envelope should contain the bid bond; the suppliers/contractors should issue a bid bond equal to amount that is stated in bid documents in favor of SOC for a validity of three months and to be extended up to six months if needed ( incase of public invitation only ) , otherwise offers will be neglected. The bid bond should be in a form of a bank guarantee or a certified check in Iraqi currency which should be issued by any Iraqi reliable bank or to be paid in cash Directly to our account.OR SAVTAGIH

A-Bank guarantees issued by Basra International Investment Bank , Al warkaa for Investment Bank, Elaf Islamic Bank,economy bank for investment and United Investment bank are not accepted.

B- Bank guarantees must be issued in the name of supplier company or in the name of company executive manager exclusively

C- Bills off exchange ( savtajih ) issued by local banks for our company account in Al- rasheed bank are not accepted

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D- All participants should advise (TBI), through their corresponding banks, the name of the authorized person and number of his (ID) to receive the bid bond for participation to avoid confusion.

- Fourth envelop should contain enquiry document purchasing receipt, up-todate certificate of establishment, including net capital not less than two billion Iraqi dinars or equivalent it. authenticated by Iraqi embassy or Iraqi commercial attaché in the country of the company and financial report included final accounts of the last TWO yearS authenticated by a legal accountant . a list of previous similar works or contracts that have been accomplished by the company.

- IF THERE IS ANECEEITY TO EXTEND APPOINTMENT OF CLOSING DATE, THE ORDER MUST BE PRODUCED BY INVITED COMPANY DURING PERIOD NOT LESS THAN TWO WEEKS FROM T H E C L O S I N G D A T E C L A R I F I N G A C C U R A T E C O N V E N I N C E C A U S E S .

- CONFERENCE WILL BE HELD IN COMMERCIAL COMMEETT OFFICE 7 DAYS BEFOR C L O S I N G D A T E T O R E P L A Y T H E I N Q U I R I E S O F T H E B I D D E R

6- Bid documents fees are non-refundable.

a-Full address: country , city , district , street , building and floor number (if available).

b- Validity should not be less than (120) days starting from closing date.

c-Delivery period: this period will be enumerated after the receipt and acceptance of the operative irrevocable L/C by the contractor bank. Delivery or execution of works period should be stated in days.

d- Full address of advising bank for the company showing: city, district, street, building and floor number (if available), account no. and swift code.

e- Port of shipment, route of shipment, entry point to Iraq and country of origin.

f- Offers sent by DHL or registerated mail before closing date are accepted.

8- Offers to be deposited in specified tender boxes situated at (reception) of our company HQ. 9-Tech.spec.may be subjected to modification by SOC without prior notification. 10- After enquiry`s awarding, any requests regarding any of the following are not accepted:-

a- Prices negotiation. b- Changing origin of materials. c- Changing company name.

11- Partial awarding on quotation, supplier/contractor are requested to state their acceptance of (partial) awarding or not.

12-Supplier who has been awarded the enquiry must bear the announcement cost.

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General Terms & Conditions for Supply of Goods Contracts

1- Fraud and Corruption

1.1 If the purchaser determines that the supplier has engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in competing for or in executing the contract, then the purchaser may, after giving a 14-day notice to the supplier, terminate the supplier's employment under the contract and

cancel the contract.

1.2 The supplier, bidder and subcontractor should adhere with utmost professional criteria during the period of supplying the materials and executing the contract.

nterpretationI -2

2.1 If required by the context, singular means plural and vice versa.

2.2 Incoterms

(a) Unless inconsistent with any provision of the contract, the meaning of any trade term and the rights and obligations of parties there under shall be as prescribed by Incoterms.

(b) All terms when used shall be governed by the rules prescribed in the current edition of Incoterms published by the international chamber of commerce in Paris, France.

2.3 Amendments

No amendment or other variation of the contract shall be valid unless it is in writing, is dated, expressly refers to the contract, and is signed by a duly authorized representative of each party thereto.

3- Language

3.1 The contract shall be written in both Arabic & English . Supporting documents and printed literature that are part of the contract may be written in another language provided they are accompanied by an accurate translation of the relevant passages in the language specified. In which case and for purposes of interpretation of the contract, this translation shall govern.

3.2 The supplier shall bear all costs of translation to the governing language and all risks of the accuracy of such translation, for documents provided by the supplier.

4- TYPE OF COMPANY

If the supplier is a joint venture, consortium, or association, all of the parties shall be jointly and severally liable to the purchaser for the fulfillment of the inclusion of the contract and shall designate one party to act as a leader with authority to bind the joint venture, consortium, or association.

5- Eligibility

All goods and related services to be supplied under the contract shall have their origin in eligible countries. For the purpose of this clause, origin means the country where the goods have been grown, mined, cultivated, produced, manufacturing, or processed; or through manufacture or processing.

6- Notices 4

6.1 Any notice given by one party to the other pursuant to the Contract shall be in writing to the address specified in the SCC. The term “in writing” means communicating in written form with proof of receipt. Notices are deemed to be valid if sent by registered mail to the address specified by the supplier in the contract or sent by e-mail to the supplier’s address as mentioned in this documents

6.2 A notice shall be effective when delivered or on the notice’s effective date, whichever is later.

7- Scope of Supply

The Scope of Supply shall be as specified in the SCC of the p.o/ contract

8-Delivery and completion

8.1 The delivery of the goods and completion of the related services (if any) shall be as specified in the SCC of the p.o/ contract.

8.2 Shipping Documents

8.2.1 The details of shipping and other documents to be furnished by the supplier as specified in the SCC of the p.o/ contract

An authenticated original copy together with (6) authenticated copies of the shipping documents referred in (SCC) should be sent to the bank (TBI). A copy of these shipping to be sent to the purchaser at least (10) days prior to materials arrival to entry point for customs clearance purpose. Otherwise, the supplier will bear all charges which will occur as a consequence of the delay in offering the required documents at the required period.

8.2.2 Certificates of origin should be endorsed before shipment by the (Iraqi Commercial Attaché or by the Iraqi Embassy in case there is no commercial attaché ) in the country of origin

8.2.3 Commercial invoices should be endorsed before arrival of materials to the entry point by the (Iraqi Commercial Attaché) in the exporter country or by the Iraqi Embassy in case there is no commercial attaché.

8.2.4. Commercial invoices issued by Iraqi company should be endorsed by Chamber of Commerce in which that company is registered.

8.2.5 The origin of the materials should be identical with the contract; otherwise the supplier will be liable to the difference in origin.

8.2.6 The second party shall be liable to the legal and financial consequences arising from delay in clearance of goods at the Iraqi entry points if:

a-The supplier does not notify purchaser of the date of materials arrival to Iraq .

b-The supplier does not submit copies of all relevant shipping documents with a letter issued by the advising bank to confirm date of receiving those documents, to enable the purchaser to flow up receipt of the aforementioned original shipping documents from Trade Bank of Iraq and/ or other concerned Iraqi private bank before materials arrival at entry point in Iraq to secure their swift clearance once they arrive.

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c-The corresponding bank has delayed dispatching the shipping documents to SOC due to discrepancies in these documents .

d-The carrier has delayed the issuance of goods delivery orders to SOC.The second party has to urge the carrier to accelerate materials delivery without delay as they arrive at entry points

8.2.7 IN CASE OF CONTAINERS BEING OF BENIFICIARIES ` PROPERTY, THIER NUMBERS SHOULD BE INCLUDED

WITH THE MATERIALS THAT ARE LISTED IN THE INVOICES.

9- Supplier’s Responsibility

The supplier shall supply all the goods and related services included in the scope of supply and the specifications of goods in SCC. of the contract/p.o

10- Payment terms

Payment terms will be effected through irrevocable untransferable and confirmed (letter of credit) as follows:-

A- Direct sales contracts

1- (70% for suppliers) 2- (80% for manufacturers)

of contract value or shipment value in case of partial shipment payable upon shipping and submitting (1) original and(6) copies of the required shipping documents as stated in SCC of the p.o/ contract

3- (30% for suppliers) 4- (20% for manufacture)

of contract value or shipment value in case of partial shipment payable after arrival of shipment to the final destination and upon submission of a certificate of checking and conformity issued by the purchaser (SOC) confirming receipt and acceptance of the shipment . The amount shall be released against payment notification from the purchaser to the bank.

Note/ South Oil Company has the right to decrease the above mentioned payment percentage if the contract has complementary works such as ( commissioning and installation) .

B- Service Contract

Terms of payment for (service contracts) will be peculiar to the nature and the work to be carried out and both parties agreement.

11- Performance Bond

Before signing the contract, the supplier should submit an unconditional performance bond equals to 5% of the contract price. The proceeds of the performance bond shall be payable to the purchaser as a compensation for any loss resulting from the supplier’s failure to complete his obligations under the contract.

This guarantee shall be exclusively issued through TBI or any Iraqi reliable bank. The performance

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bond shall remain valid and not to be released until the supplier completes delivery of all materials to the site in Iraq and fulfills all his obligations under the contract and settling all final accounts. On the other hand, if a warranty period is included in the tender's documents and the required materials require installation, maintenance or operating ,then the performance bond will be released just after the end of the warranty period.

12- Copy Right

The copyright in all drawings, documents, and other materials containing data and information furnished to the purchaser by the supplier herein shall remain vested in the supplier, or, if they are furnished to the purchaser directly or through the supplier by any third party, including suppliers of materials, the copyright in such materials shall remain vested in such third party.

13- Confidential Information

13.1 The purchaser and the supplier shall keep confidential and shall not, without the written consent of the other party hereto, divulge to any third party any documents, data, or other information furnished directly or indirectly by the other party hereto in connection with the contract, whether such information has been furnished prior to, during or following completion or termination of the contract. Notwithstanding the above, the supplier may furnish to its subcontractor such documents, data, and other information it receives from the purchaser to the extent required for the subcontractor to perform its work under the contract, in which event the supplier shall obtain from such subcontractor an undertaking of confidentiality similar to that imposed on the supplier.

13.2 The purchaser shall not use such documents, data, and other information received from the supplier for any purposes unrelated to the contract. Similarly, the supplier shall not use such documents, data, and other information received from the purchaser for any purpose other than the performance of the contract.

13.3 The obligation of a party under sub-clauses13.1 and13.2 above, however, shall not apply to information that:

(a) The purchaser or supplier need to share with the bank or other institutions participating in the financing of the contract;

(b) Now or hereafter enters the public domain through no fault of that party;

(c) Can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party; or

(d) Otherwise lawfully becomes available to that party from a third party that has no obligation of confidentiality.

13.4 The above provisions of clause 13 shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the contract in respect of the supply or any part thereof.

13.5 The provision of clause 13 shall survive for (3) years even after the completion or termination, for whatever reason, of the contract.

14- Subcontracting

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The supplier shall notify the purchaser in writing of all subcontracts awarded under the contract if not already specified in the bid. Such notification, in the original bid or later shall not relieve the supplier from any of its obligations, duties, responsibilities, or liability under the contract.

15- Specifications and Standards

(a) The goods and related services supplied under contract shall conform to the technical specifications and standards mentioned in schedule of requirements and, when no applicable standard is mentioned, the standard shall be equivalent or superior to the official standards whose application is appropriate to the goods’ country of origin.

(b) The supplier shall be entitled to disclaim responsibility for any design, data, drawing, specification or other document, or any modification thereof provided or designed by or on behalf of the purchaser, by giving a notice of such disclaimer to the purchaser.

(c) Wherever references are made in the contract to codes and standards in accordance with which it shall be executed, the edition or the revised version of such codes and standards shall be those specified in the schedule of requirements. During contract execution, any changes in any such codes and standards shall be applied only after approval by the purchaser.

16-Acceptance By acceptance of the purchase order/contract, supplier/contractor has agreed that the prices contained herein are firm.

Liquidated Damages -71

17.1 If the Supplier fails to deliver any or all of the Goods by the date(s) of delivery or perform the Related Services(if any) within the period specified in the Contract, the Purchaser may without prejudice to all its other remedies under the Contract, deduct from the contract price, as liquidated damages .

17-2 Delay due to causes beyond control (force majeure) will not be liable to liquidated damages provided that such causes had been immediately notified by fax , e- mail or registered mail & approved by client .

17-3 liquidated damages to be paid by the supplier as apenalty of his failure to deliver the materials in due time but shall not relieve supplier from its other obligations under the contract .

17-4 Supplier/contractor has to pay a delay penalty for each day delay according to the following equation which should not exceed (10%) of the total amount of p.o/ contract :-

(a) In case the materials in one shipment:-

Total Amount of contract / p.o ×((10 -25%) AS STATED IN THE BID DOCUMENTS))

(b) In case of partial shipment:-

Amount of delayed shipment ×((10 -25%) AS STATED IN THE BID DOCUMENTS))

= penalty per day

Delivery period in days = penalty per day

Delivery period in days

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18-ASSIGNMENT

1-Supplier cannot assign to another party any part of the contract without written permission from the other party.

2-The supplier cannot assign the contract to a subcontractor.

19-Bank Charges :

All banking churches outside Iraq are on the beneficiary's account, and all banking charges inside Iraq on applicant account, except confirmation, extension, and L/C amendment are on beneficiary's account.

20 - Payment Mechanism

20.1 The contract price shall be paid as specified in the SCC of the p.o/ contract.

20.2 Payment of contract price shall be made by L/C at sight as specified in (SCC) of the p.o/ contract

The L/C should be covered by U.C.P. version 600 of 2007 issued by (I.C.C) Paris ,opened by (TBI) for the benefit of the second party payable according to the terms of payment required under L/C amount upon submission of the customary commercial documentation indicated (S.C.C.) of the p.o/ contract and certified as specified in GCC and upon fulfillment of all other obligations stipulated in the contract .

20.3 Payments shall be made promptly by the purchaser, but in no case later than ninety (90) days from the date of receiving the materials, accepted and settled by the purchaser.

20.4 The currencies in which payments shall be made to the supplier under this contract shall be those in which the bid price is expressed.

21-Shipment Instructions

a- The bill of lading should indicate country of registration of the vessel as well as the port of call of the vessel up to the delivery.

b- purchaser prefers shipment to be effected through Iraqi government (land, sea and air) lines and through (United Arab Shipping Company).

c- In case of sea shipment, vessels should be no more than( 15) years of age. d- The name of the purchaser (end user) (SOC) should be clearly stated on all shipping documents. e-The responsibility of the carrier starts from the moment the consignment being under his custody

and ends at the consignment delivery to consignee or put it under his control at final destination according to the contract or handing it over to an authorized party based on a joint report.

f- The third party inspection certificate is exclusively issued from internationally recognized inspection companies as specified by SOC.

g-The containers used in transporting the materials will be the property of the importer (SOC).

22- Packing

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22.1 The supplier shall provide such packing of the goods as is required to prevent their damage or deterioration during transit to their final destination, as indicated in the contract. During transit, the packing shall be sufficient to withstand, without limitation, rough handling and exposure to extreme temperatures, salt and precipitation, and open storage. Packing case size and weights shall take into consideration, where appropriate, the remoteness of the goods’ final destination and the absence of heavy handling facilities at all points in transit.

22.2 The packing, marking, and documentation within and outside the packages shall comply strictly with such special requirements as shall be expressly provided for in the contract, including additional requirements, and any other instructions ordered by the purchaser.

22.3 Wooden packing of supplied materials and equipments should be cleared from bark and treated by heat ,vapor and saturated by chemical pressure as well as to be marked with a fixed readable and clear mark to indicate that this wood is treated by one of these foresaid ways.

23-Settlement of Disputes

23.1 Amicable Settlement

The purchaser and the supplier shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the contract through the appointment of a committee from both parties to study the matter carefully and come to an agreement according to relevant effective laws and instructions . If the two parties fail , either party may refer the matter to arbitration in accordance to Iraqi law.

23.2 Arbitration

If, after (28) days, the parties have failed to resolve their dispute or disagreement by such mutual consultation, as mentioned in article 23-1 then either the purchaser or the supplier may give a notice to the other party of its intention to commence arbitration, as hereinafter provided, as to the matter in dispute, and no arbitration in respect to this matter may be commenced unless such notice is given. Arbitration may be commenced prior to or after delivery of the goods under the contract. Arbitration will be in accordance with the procedures stipulated in the Iraqi code of civil procedures. For this purpose a committee consisting of (3) arbitrators shall be nominated. Each party appoints one arbitrator and the two arbitrators assign the third arbitrator who acts as the chairman. In case of disagreement to select the chairman, it will be appointed by a subject matter court. Thus, the committee studies the case in details and gives its final decisive award. The unsuccessful party bears all the cost of arbitration and is bound to accept the award after the approval of the subject matter court.

(A) Contract with Foreign Supplier

The first party (purchaser) is entitled to refer the dispute to the international arbitration under the rules of conciliation and arbitration of the international chamber of commerce (ICC) by one or more arbitrators appointed in accordance with the said rules.

Notwithstanding any reference to arbitration herein,

(a) The parties shall continue to perform their obligations under the contract unless they otherwise agree. (b) The purchaser shall pay any dues to the supplier if the supplied materials are identical and (key items) , and hold payment of disputed items ; but if the materials including (* key items) are not identical , the payment of all items of the p.o. will be held .

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The arbitration decision will be authenticated by the Iraqi courts according to the code no. (30) of 1928.

(B) Contracts with supplier national of the purchaser’s country

The dispute shall be referred to the Iraqi courts which have exclusive jurisdiction to hear and determine all actions and proceedings arising out of the contract in accordance with regulations and instructions of the Iraqi law, term (15) of Iraqi civil law no.(40) of 1951.

23.3 Notwithstanding any reference to arbitration herein,

(a) The parties shall continue to perform their respective obligations under the contract unless they otherwise agree; and

(b) The purchaser shall pay any dues to the supplier .

24-Insurance

24.1 The goods supplied under the contract shall be fully insured—in a freely convertible currency from an eligible country—against loss or damage incidental to manufacture or acquisition, transportation, storage, and delivery.

24.2 Insurance required for service contracts must cover the a/m item besides his own personnel and any employer's personnel working in the worksite against death and injury according to the relevant Iraqi laws.

25-Transportation

- Unless otherwise specified in the SCC of the p.o/ contract, responsibility for arranging transportation of the goods shall be in accordance with specified Incoterms.

26- Inspections and Tests

26.1 Supplier shall ,at its own expense and at no cost to the purchaser , carry out all such tests and/or inspections of the goods and related services as specified in the SCC of the p.o/ contract.

26.2 The inspections and tests may be conducted at the premises of the supplier or its subcontractor, at point of delivery, and/or at the goods’ final destination, or in another place in Iraq as specified in the SCC of the p.o/ contract. Subject to GCC if conducted on the supplier's offices or its subcontractor, all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors at no extra charge to the purchaser.

26.3 The purchaser may ask the supplier to carry out any test and/or inspection not required by the contract but deemed necessary to verify that the characteristics and performance of the goods comply with the technical specifications codes and standards under the contract, provided that the supplier’s reasonable costs and expenses incurred in carrying out such test and/or inspection shall be added to the contract price. Further, if such test and/or inspection impedes the progress of manufacturing and/or the supplier’s performance of its other obligations under the contract, due allowance will be made in respect to the delivery dates and completion dates and the other obligations so affected.

26.4 The supplier shall provide the purchaser with a report of the results of any such test and/or inspection.

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26.5 The purchaser may reject any goods or any part thereof that fail to pass any test and/or inspection or do not conform to the specifications. The supplier shall either rectify or replace such rejected goods or parts thereof or make alterations necessary to meet the specifications at no cost to the purchaser, and shall repeat the test and/or inspection, at no cost to the purchaser, upon giving a notice pursuant to GCC .

26.6 The supplier agrees that neither the execution of a test and/or inspection of the goods or any part thereof, nor the attendance by the purchaser or its representative, nor the issue of any report pursuant to GCC, shall release him from any warranties or other obligations under the contract.

27-Taxes and Duties

27.1 For goods manufactured outside the purchaser’s country, the supplier shall be entirely responsible for all taxes, stamp duties, license fees, and other such levies imposed outside the purchaser’s country.

27.2 For goods manufactured within the purchaser’s country, the supplier shall be entirely responsible for all taxes, duties, license fees, etc., incurred until delivery of the contracted goods to the purchaser.

27.3 P.O /contracts are exempted from income taxes unless one or more of the following conditions are available:-

a- The supplier /contractor has an official representative through a registered branch inside Iraq.

b- The supplier/contractor has a center of administration, working, supervision office inside Iraq.

c- The supplier/contractor has negotiator & charged affairs of regular agency that has the right to sign contracts and follow up their execution.

d- The amount of the P.O/ contract to be paid to the supplier /contractor (cash) or (barter) instead of Iraqi goods or products.

e- The P.O / contract has a completion work, such as (installation, operating & maintenance).

27.4 Stamp Fee Which is equal to (0.002) of the total amount of contract/ should be borne and paid by the supplier before signing the contract , according to the Iraqi code No. (16) of 1974 .

27-5 Debts

Debts of the supplier resulted from any contract signed with the governmental companies or with the purchaser will be deducted according to the Law of Governmental Debts Obtainment no. 56 of 1977 or by any other alternative law.

28-Warranty

28.1 The supplier/ contractor warrants that all the goods are new, unused, and of the most recent or current models, and that they incorporate all recent improvements in design and materials, unless provided otherwise in the P.O / contract.

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28.2 The supplier /contractor further warrants that the goods shall be free from defects arising from any act or omission of the supplier /contractor or arising from design, materials, and workmanship, under normal use in the conditions prevailing in the country of final destination

28.3 The supplier warrants the materials which include insulation, operation , and maintenance under the P.O/ contract for defect arising from faulty design, material or workmanship for a period to be stated in SCC from the date of receipt of the materials on end user’s site and soc will retain a certain percentage from the L/C to cover the period of warranty .

28.4 Unless otherwise specified in the SCC of the p.o/ contract, the warranty shall remain valid after the goods, or any portion thereof as the case may be, have been delivered to and accepted at the final destination indicated in the SCC of the p.o/ contract, or the purchaser shall give notice to the supplier stating the nature of any such defects together with all available evidence thereof, promptly following the discovery thereof. The purchaser shall afford all reasonable opportunity for the supplier to inspect such defects.

28.5 Upon receipt of such notice, the supplier shall, within the period specified in the SCC of the p.o/ contract , expeditiously repair or replace the defective goods or parts thereof, at no cost to the purchaser.

28.6 If having been notified, the supplier fails to remedy the defect within the period specified in the SCC of the p.o/ contract, the purchaser may proceed to take within a reasonable period such remedial action as may be necessary, at the supplier’s risk and expense and without prejudice to any other rights which the purchaser may have against the supplier under the contract.

29-Patent Indemnity

29.1 The supplier/contractor shall indemnify and hold harmless the purchaser and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the purchaser may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the contract by reason of:

(a) The installation of the goods by the supplier or the use of the goods in the country where the site is located; and

(b) The sale in any country of the products produced by the goods.

Such indemnity shall not cover any use of the goods or any part thereof other than for the purpose indicated by or to be reasonably inferred from the contract, neither any infringement resulting from the use of the goods or any part thereof, or any products produced thereby in association or combination with any other equipment, plant, or materials not supplied by the supplier, pursuant to the contract.

29-2 If any proceedings are brought or any claim is made against the purchaser arising out of the matters, the purchaser shall promptly give the supplier a notice thereof, and the supplier/ contractor may at its own expense and in the purchaser’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

If the supplier fails to notify the purchaser within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the purchaser shall be free to conduct the same on its own behalf.

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29.3 the purchaser shall, at the supplier’s /contractor's request, afford all available assistance to the supplier / contractor in conducting such proceedings or claim, and shall be reimbursed by the supplier for all reasonable expenses incurred in so doing.

29.4 The purchaser shall indemnify and hold harmless the supplier / contractor and its employees, officers, and subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the supplier /contractor may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the purchaser.

30- Limitation of Liability

Except in cases of willful negligence and misconduct,

(a) The supplier/ contractor shall not be liable to the purchaser, whether in P.O/ contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs, provided that this exclusion shall not apply to any obligation of the supplier to pay liquidated damages to the purchaser and

(b) The aggregate liability of the supplier contractor to the purchaser, whether under the P.O / contract, in tort or otherwise, shall not exceed the total contract price, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment, or to any obligation of the supplier contractor to indemnify the purchaser with respect to patent infringement.

31- Force Majeure

31.1 The supplier/contractor shall not be liable for forfeiture of its performance security, liquidated damages, or termination for default if and to the extent that its delay in performance or other failure to perform its obligations under the contract is the result of an event of force majeure.

31.2 For purposes of this clause, “force majeure” means an event or situation beyond the control of any of the two parties, and that is not foreseeable, or is unavoidable, and its origin is not due to negligence or lack of care on the part of any of the two parties. Such events may include wars or revolutions, fires, floods, epidemics, quarantine restrictions, and freight embargoes.

31.3 If a force majeure situation arises, the supplier / contract, shall promptly notify the purchaser in writing of such condition and the cause thereof. Unless otherwise directed by the purchaser in writing, the supplier shall continue to perform its obligations under the contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the force majeure event.

31.4 Prevailing Circumstances

It is confirmed and agreed by the supplier/ contractor that the prevailing circumstances in Iraq do not in any way constitute an impediment for the implementation by the contractor obligation under the P.O./contract.

32. Change in Orders and Contract Amendment

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32.1 The purchaser may at any time order the supplier /contractor through notice to make changes within the general scope of the contract in any one or more of the following:

(a) Drawings, designs, or specifications, if goods to be furnished under the contract are to be specifically manufactured for the purchaser;

(b) The method of shipment or packing;

(c) The place of delivery; and

(d) The related services to be provided by the supplier /contractor.

32.2 If any such change causes an increase or decrease in the cost of, or the time required for, the supplier’s/contractor's performance of any provisions under the contract, an equitable adjustment shall be made in the P.O/ contract price or in the delivery/completion schedule, or both, and the P.O / contract shall accordingly be amended. Any claims by the supplier for adjustment under this clause must be asserted within twenty-eight (28) days from the date of the supplier’s receipt of the purchaser’s change order.

32.3 Prices to be charged by the supplier/contractor for any related services that might be needed but which were not included in the contract shall be agreed upon in advance by the parties and shall not exceed the prevailing rates charged to other parties by the supplier/contractor for similar services.

32.4 Subject to the above, no variation in or modification of the terms of the P.O /contract shall be made except by written amendment signed by the parties.

33- Extensions of time

33.1 If at any time during performance of the Contract, the Supplier or its subcontractors should encounter conditions impeding timely delivery of the Goods or completion of Related Services , the Supplier shall promptly notify the Purchaser in writing of the delay within 15 days from the date when the cause has arisen , its likely duration, and its cause. As soon as practicable after receipt of the Supplier’s notice, the Purchaser shall evaluate the situation and may at its discretion extend the Supplier’s time for performance, in which case the extension shall be ratified by the parties by amending of the Contract in case of the arise of a reasonable causes affecting the supply of the materials .

33.2 Except in case of Force Majeure, as provided under GCC Clause 31, a delay by the Supplier in the performance of its Delivery and Completion obligations shall render the Supplier liable to the imposition of liquidated damages pursuant to GCC, unless an extension of time is agreed upon.

34- Termination

34.1 Termination for Default

The Purchaser, without prejudice to any other remedy for breaching the Contract and without official adjudication or warring , by written notice of default sent to the Supplier, may terminate the Contract or with draw the work in whole or in part in the following cases:

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(i)In case the second party fails supplying for 25% of contract period agreed by two parties (including extensions periods).the first party has the right to seize the contract and confiscate the performance bond referred to at clause nine of scc within (15) days after notifying the second party.

(ii) if the Supplier fails to perform any other obligation under the Contract;

(iii) if the Supplier, in the judgment of the Purchaser has engaged in fraud and corruption, as defined in GCC Clause 3, in competing for or in executing the Contract.

34.2 Termination for Insolvency

The purchaser may at any time terminate the contract by giving notice to the supplier/contractor , if the supplier/contractor becomes bankrupt or insolvent. In such event, termination will be without compensation to the supplier/contractor, provided that such termination will not prejudice or affect any right of action or remedy that has accrued or will accrue thereafter to the purchaser.

34.3 Termination for Convenience

(a) The purchaser, by notice sent to the supplier/contractor, may terminate the contract, in whole or in part, at any time for its convenience. The notice of termination shall specify that termination is for the purchaser’s convenience, the extent to which performance of the supplier under the P.O/contract is terminated, and the date upon which such termination becomes effective.

(b) The goods that are complete and ready for shipment within twenty-eight (28) days after the supplier’s/contractor's receipt of notice of termination shall be accepted by the purchaser at the contract terms and prices. For the remaining goods, the purchaser may elect:

(i) To have any portion completed and delivered at the P.O/ contract terms and prices; and/or

(ii) To cancel the remainder and pay to the supplier/ contractor an agreed amount for partially completed goods and related services and for materials and parts previously procured by the supplier/ contractor.

35-Administrative Charges

For service contract only, the administrative charges shall be determined when SOC,the employer, carries out part of the suppliers /contractor's obligations via another party, at a rate not exceeding (20%) of the actual cost of executing such obligation.

36-The Legal Liabilities Resulting From Contractors\Suppliers BreachingTheir Contractual Obligation

36.1 The legal Liabilities Caused by Breaching Before Signing the P.O/ Contract

In case the contractor\supplier has failed to sign the contract's documents after an official notification within (15) days from the date of the notification ,the following procedures shall be applied :-

(a-) Bid bond of the breached enquiry shall be confiscated. 16

(b) The enquiry shall be awarded to the next competitor. The breaching tenderer shall bear the difference between 2 prices resulting from the contract execution as well as confiscation of its bid bond.

(c) In case of the first and the second competitors abstain from signing the P.O/ contract and /or submitting the performance bond, SOC shall have the right to award the enquiry to the next competitor. The first & the second breaching tenderers shall be jointly liable to bear the difference in prices according to the value of their commercial bids .In addition ,bid bonds shall be confiscated .

(d) The breaching parties shall be subjected to the aforesaid procedures (a,b&c) if their offers are valid during the time of breaching .

36.2 The Legal Liabilities caused by the Suppliers/contractor's breach after signing the P.O /contract

(a) Confiscating the performance bond.

(b) Execute the contract in away appropriate to the purchaser .the supplier shall bear the difference between the two prices as well as the delay penalties and administrative charges amounting 20% shall be calculated from the total amount of the breached obligation as well as other financial commitments and if contractor is found (debtor) , compensations shall be claimed by purchaser for such amount.

(c) The purchaser has the right to transfer the P.O/contract to another supplier/contractor if required , and the breaching supplier/ contractor shall bear the difference between the two prices resulting from the P.O /contract execution. In addition, the performance bond amount represent (5%) shall be confiscated.

37- Assignment Supplier/ contractor cannot assign to another party any part of the P.O/contract without

written permission from the other party.

38-Export Restriction

Notwithstanding any obligation under the Contract to complete all export formalities, any export restrictions attributable to the Purchaser, to the country of the Purchaser, or to the use of the products/goods, systems or services to be supplied, which arise from trade regulations from a country supplying those products/goods, systems or services, and which substantially impede the Supplier from meeting its obligations under the Contract, shall release the Supplier from the obligation to provide deliveries or services . However, that the Supplier can demonstrate to the satisfaction of the Purchaser and of the Bank that it has completed all formalities in a timely manner, including applying for permits, authorizations and licenses necessary for the export of the products/goods, systems or services under the terms of the Contract. Termination of the Contract on this basis shall be for the purchaser convenience.

39-Effective Date of the P.O / Contract

The effective date of the P.O/contract shall be the date of the receipt and acceptance of the operative irrevocable L/C by the supplier / contractor bank. Supplier/contractor should notify SOC of his acceptance or comments if any.

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40-- Governing Law

The Contract shall be governed by and interpreted in accordance with the laws of republic of Iraq and construed according to Iraqi laws and the regulations of the general contracts issued by the Iraqi ministry of planning.. The Iraqi laws shall have exclusive jurisdiction to hear and determine all actions and proceedings arising out of the contract to the Iraqi courts.

41- Pollution

Supplier / contractor shall comply and adhere to the good environment protection practices where working site will be cleaned properly ; otherwise SOC has the right to suspend or temporarily close the work or impose a penalty amounting to (10000000)ID to be monthly reiterated till removing the contravention from the polluted place.

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