General Conditions of Contracts For NLNG 2018

NLNG Management Manual
Nigeria LNG Limited
NLNG
General
Conditions of
Contracts
Revision
5.0
Doc No: PGS.15.30.10 Revision: 5.0 Date: 20/05/2018 Page 1 of 28
Print Date: 9/12/2018,10:24:54 AM – Hardcopy only valid on Print Date
Document Control
DOCUMENT TYPE DOCUMENT OWNER APPROVED BY SECURITY CLASS
Conditions of Contract CPM/2 MD Unclassified
DOCUMENT REFERENCE AUTHOR REVIEWED BY
PGS.15.30.10 Adeyemi Adeleye CPM, LGS
KEY WORDS
Management, System, Principles, Activities, Process, Organisation, Asset, Business, Control
Suggestions for improvement in this document should be addressed to the Document Owner.
Revision Record
ISSUE REVISION DESCRIPTION DATE
1 Initial Placement July 1998
2 Reviewed July 2009
3 Reviewed October 2012
4 Reviewed October 2015
5 WHT and VAT clauses updated 29/04/2016

6 Revised to comply with ISO requirements 20/05/2018
The life of this document is limited to a maximum of three years after the last revision date.
Beyond this, the document shall be assessed for relevancy by the Document Owner.
The current validity of this revision shall be confirmed with the Document Owner prior to
application.
Approval Record

Distribution Control
Distribution of this document is controlled by the Document Owner. The distribution is as
follows (list as required):
 Asset Holders
 Activity Owners
 Management System Coordination Group
 Other NLNG staff as requested by Management
 Central Filing
Contact the Document Owner if additional copies are required.
Notice and Warning

Copyright  2018, Nigeria LNG Limited.
This document is the property of Nigeria LNG Limited (NLNG). Circulation is restricted to
NLNG, and where a business requirement exists, to its designated associates, contractors and
consultants. It must not be copied or used for any other purpose other than which it is
supplied, without the expressed written authority of NLNG.
Except where provided for purposes of contractual requirements, NLNG disclaims any
responsibility or liability for any use or misuse of the document by any person and makes no
warranty as to the accuracy or suitability of the information to any third party. Any misuse of
the document is redressable by NLNG.

T ABLE OF C ONTENTS
1.0 DEFINITIONS OF TERMS .............................................................................................................. 5
2.0 SECTION II .......................................................................................................................... 6

3.0 SECTION III .......................................................................................................................... 18
4.0 REFERENCES ......................................................................................................................... 27
5.0 APPENDIX 1: SAFETY REGULATIONS AND REGULATIONS FOR THE PREVENTION OF FIRE ............................ 27

1.0 DEFINITIONS OF TERMS

1. In these Conditions, except insofar as the context otherwise requires:
“Affiliate” when used in reference to Company, shall mean:
a. Nigeria LNG Limited (NLNG) and any Person other than Company which is directly or
indirectly affiliated with NLNG; or
b. Any Person which is managed or operated by a Person as defined above in (a) and/or
another Person, pursuant to which it pays or recovers on a cost sharing basis a proportion of
certain of the costs of Company or such other Person pursuant to a cost allocation key; or
c. Any Person which is managed or operated by Company or a Person defined above in (a)
and/or has a general services, construction, operating or technical service agreement with
Company and/or a Person defined above in (a);
"Company" means Nigeria LNG limited.

"Contract" means the Contract Order Form/Memorandum of Agreement, these General
Conditions, the Specifications and Drawings, Bills of Quantities, Schedule of Rates and any
other documents which may properly be referred to herein or therein.
"Contractor" has the same meaning as in the Contract Order Form/Memorandum of
Agreement.
"Contract Holder" means a named individual who represents the Company with respect to the
Contract and could include the Company's Chief Engineer, or such other person as may from
time to time be nominated by the Company to act in such capacity.
“Labour Regulations” means legislation and codes regulating or guiding the relationship
between employer and the employee under Nigerian law, including but not limited to the
Labour Act; Trade Union Laws and collective agreements.
"Materials" means any material (including equipment) incorporated or intended to be
incorporated permanently in the Works.
"Plant" means all plant, scaffolding, machinery, appliances, tools or other equipment required
on or for the execution or maintenance of the Works or Temporary Works, but does not
include Materials or anything that forms or is intended to form part of the Works.
"Rules or Regulations" means all statutes, bylaws, or other instruments having the force of law
and all regulations and rules of any Governmental or other competent authority.
"Site" means the site of the Works and any additional areas allocated by the Contract Holder
for the temporary use of the Contractor.
"Sub Contractor" means any person or company (other than the Company or the Contractor)
having a contract with the Contractor for the performance or execution of any part of the
Works.
"Temporary Works" means all temporary works of any kind required in or about the execution
or for the maintenance of the Works.
"Works" means the works to be executed under the Contract.

2.0 SECTION II
Execution of Works
2. (i) The Contractor shall execute the Works in accordance with the terms of the Contract in
a sound, professional and workmanlike manner and to the satisfaction of the Contract
Holder. The Contract Holder may reject any work on the ground that any design
(where such design is the responsibility of the Contractor), workmanship or Materials
are inferior, unsuitable or are otherwise not in accordance with the standard or the
terms of the Contract and may require such work to be made good at the Contractor's
expense which shall include all direct costs incurred by the Company as a result of the
unsatisfactory or defective work and its making good.
(ii) The Contractor agrees that where it is reasonably required for the works or services,
Contractor shall deliver to the Company a Performance Bond, within fourteen (14)
days of the commencement date and before the first valuation is paid, a performance
security in a form and from a first class local or international bank acceptable to the
Company, i.e. banks having a credit rating of at least an ‘A-’ rating from either of
Fitch, Standard & Poor’s, Moody’s and Nigeria’s Agusto Rating Agencies. If at any time
in the course of the required bond tenure, the credit rating of the bank falls below the
above threshold, the Contractor shall revise the associated bond accordingly to be
from an acceptable bank that meets Company’s required credit rating, at no extra
charge to Company. The amount of the security shall be 10% of the award call-off or
as agreed by both parties.
Programme
3. (i) Unless otherwise agreed in writing between the Company and the Contractor in
advance, the Contractor shall, within 14 days of execution of the Contract, submit for
the Contract Holder's approval a detailed programme setting out in sequence the
stages in which the Works will be performed. Any such programme, modified in
accordance with the Contract Holder's reasonable requirements (if any), shall be the
programme according to which the Contractor shall work. The submission to and
approval by the Contract Holder of such a programme shall not relieve the Contractor
of any of its duties or liabilities hereunder. Any such programme shall be subject to
revision from time to time as the Contract Holder may reasonably require.
(ii) Work shall commence on the date agreed in the Contract or if no date has been
specified, immediately after the Contractor has been admitted or mobilised to the Site
and has received the Contract Holder's instructions to proceed.
(iii) Notwithstanding the programme referred to in sub-clause (i) above, the Contract
Holder may at any time give directions in writing to the Contractor as to the order in
which parts of the Works are to be executed and the Contractor shall comply with
such directions.
(iv) The Contractor shall keep the Contract Holder fully informed in advance about all
details of the Contractor's intended processes and procedure in the performance of
the Contract.
(v) If, in the opinion of the Contract Holder, the Contractor is not meeting the
requirements of the programme, the Contractor shall, at its own expense and at the
Contract Holder's request, provide such additional resources (including personnel) or

work longer hours to regain conformity with the programme or take such other action
as the Contract Holder may require.
(vi) Immediately the Contractor determines that there is a likelihood of delay to the
programme the Contractor shall notify the Contract Holder in writing of the
circumstances that have lead or will lead to the likelihood of delay and the actual or
estimated duration of the delay and what remedial action the Contractor has taken or
will take to avoid or minimise the delay.
(vii) Failure to meet the programme shall render the Contractor liable under Clause 34.
Staff, Site Organisation, etc.
4. (i) The Contractor shall at all times provide an adequate and competent workforce under
supervision of a competent representative who shall represent the Contractor on the
Site and, unless agreed otherwise in writing by the Contract Holder, give his whole
time and attention to the Works. This representative shall be a competent person
approved by the Contract Holder, and the Contract Holder at his discretion may
withhold or withdraw his approval at any time.
(ii) The Contractor shall employ on the Works a sufficient number of trustworthy, skillful
and experienced foremen and tradesmen.
(iii) The Contractor shall remove from the Site any employee who in its opinion or that of
the Contract Holder is unsuitable or incompetent.
(iv) The Contractor shall, at the Contract Holder's request, provide Company with details
of the qualifications of any employee which it intends to employ on the Works and
that any such employee is available for interview by the Contract Holder.
Contractor to inform itself fully
5. The Contractor shall ensure that it obtains before entering into the Contract and prior to
the commencement of any Works all requisite information about the Site, local conditions
and facilities, union matters, government and/or regulatory requirements for the Works
and any other relevant matter of whatever nature for the proper and expeditious
performance of the Contract.
Plant, Temporary Works, etc.
6. (i) The Contractor shall provide all Plant, stores and all transport and other services and
shall carry out and maintain all Temporary Works, other than those to be provided by
the Company (if any), necessary for executing or preparing for the execution of the
Works. The Contractor shall perform its duties under this provision diligently in a
manner satisfactory to the Contract Holder and in accordance with any directions
given by the Contract Holder.
(ii) The Plant, transport and Temporary Works shall be at the sole risk of the Contractor
at all times and the Contractor shall be solely liable and shall make good any loss or
damage to any Plant, transport and Temporary Works at its expense.
(iii) If any of the Plant is subject to statutory inspection the Contractor shall provide a
current relevant inspection certificate as issued by the relevant regulatory authority to
the satisfaction of the Contract Holder before such Plant is put into use.
(iv) Any Plant which may be provided by the Company from time to time for the
Contractor's or its Sub-Contractor's use shall remain the property of the Company and
shall be returned to the Company at such time as the Company may require in a
satisfactory condition, fair wear and tear excepted. The Contractor shall make good
any loss or damage to the Plant.
(v) The Contractor shall be responsible for ensuring that all Plant is suitable for the
intended use and that it is in safe condition before it is used by any of its or its
Sub-Contractor's employees. If the Contractor is not competent to assess that the Plant
is safe it must not be used, but in such circumstances the Contractor shall engage, at
its expense, such specialist personnel as necessary to make such assessment on the
Contractor's behalf. Should the Contractor be in any doubt over the condition of the
Plant then it must not be used and the Contract Holder must be notified forthwith.
Materials
7. Except as otherwise stated in the Contract or as specified in writing by the Contract Holder,
all Materials shall be supplied by the Contractor.
(ii) The Materials supplied by the Contractor shall be fit for purpose and of suitable
quality, except as directed by the Contract Holder, they shall conform to the relevant
Standard Specifications and fully suitable for the use intended. Materials supplied by
the Contractor shall be subject to the approval of the Contract Holder and samples of
such Materials shall, if required by the Contract Holder, be submitted to him at the
Contractor's expense before they are delivered to the Site. The Contract Holder may
at any time carry out tests and inspections of any Materials and may reject any
Materials if in his opinion they are unsuitable. The Contractor shall, if so required by
the Contract Holder, use its best endeavours to arrange for the inspection and testing
of Materials by or on behalf of the Contract Holder at the supplier's site or an agreed
location. The Contractor shall solely bear the cost of tests when the Materials under
test have been found to be unsatisfactory, or when tests have been specified in the
Contract. Any inspection or testing by or on behalf of the Contract Holder shall not
relieve the Contractor of any obligation or liability in that regard.
(iii) The Contractor shall at its expense remove from the Site any Materials supplied by it
which the Contract Holder considers unsuitable or in excess of what is required for the
Works for the time being. The Contractor shall remove to the Company's stores or
workshops all surplus Materials for the Contract which were supplied by the Company
or, if so directed by the Contract Holder, dispose of such Materials at agreed rates
and credit the proceeds to the Company.
(iv) Unless otherwise agreed by the Contract Holder, the Contractor shall be responsible
for offloading all Materials and all handling and transportation that may be found
necessary, including collection from the Company stores where Materials are supplied
by the Company.
(v) The Contractor shall be responsible for secure and adequate storage and protection
of Materials on the Site and shall be responsible for replacement of defective or
deficient Materials. In that regard the Contractor shall at its own cost procure
insurance from a reputable insurance company for the Materials in storage or
Materials replenished or replaced from time to time.
(vi) The Contractor shall not be responsible for the quality or suitability of the Materials
provided by the Company but shall inform the Company forthwith of any defect in any
Materials supplied by the Company.

(vii) The Contractor shall arrange for, or co-operate in the arrangement of, deliveries of
Materials to or on the Site with due regard to efficient, continuous and economical
execution of the Works.
(viii) Unless otherwise agreed in writing by the Contract Holder and provided the same are
available at competitive market prices, all motor spirit, lubricating oils, fuel and diesel
oils, bitumen and other petroleum products used by the Contractor in the execution of
the Works shall be obtained from the Company's nominated outlets at competitive
market prices.
Plant and Materials on Site
8. (i) Unless otherwise agreed in writing by the Company, all Plant, Materials or Temporary
Works owned by the Contractor or the Contractor’s Sub-Contractor or by any firm or
corporation in which the Contractor has a controlling interest shall for the duration of
the Contract when brought upon the Site be used solely and exclusively for the
purpose of the Works. Such Plant, Materials and Temporary Works shall not be
removed from the Site without the consent in writing of the Contract Holder, which
consent shall not unreasonably be withheld.
Setting Out
9. The Contractor shall not be responsible for any error in the Setting Out of the Works which
is due to incorrect instructions or information relevant to such Setting Out given in writing
by the Contract Holder. Save as aforesaid, the Contractor shall be responsible for the true
and accurate Setting Out of the Works, and shall not be relieved of its responsibility by any
tests or inspections carried out by the Contract Holder. The Contractor shall carefully
protect and preserve all benchmarks, sight rails, pegs and other things used in Setting Out
the Works. "Setting Out" in this clause includes obtaining correct positions, levels,
dimensions and alignments.
Work on Existing Premises
10. (i) The Contractor shall not hinder the business operations of the Company.
(ii) The Contractor shall observe strictly all applicable Company rules and regulations,
copies of which shall be given by the Contractor to each of its employees and to those
of its Sub-Contractors who will work on the Company's premises. The Contractor
shall obtain a signed acknowledgment of receipt of such regulations from each
employee. Such receipts shall be produced by the Contractor for examination when
required by the Company. Copies of the Company's rules and regulations shall be
displayed prominently by the Contractor at the Site.
Provision of Facilities
11. (i) The Contractor shall provide the Contract Holder or his representative with such
facilities and assistance as the Contract Holder or his Contract Site Representative may
require in taking levels, checking dimensions, examining works, testing and inspecting
Materials and workmanship and otherwise watching and supervising the Works and
their execution.
(ii) The Contractor shall, in accordance with the requirements of the Contract or of the
Contract Holder afford all reasonable facilities for the personnel of the Company in
the performance of their duty and for any other person, who may be lawfully
employed or engaged on or in connection with the Works.

Maintenance
12. The Contractor shall carry out promptly any maintenance work (including work necessary
to remedy defects) found necessary and ordered by the Contract Holder during a period of
12 months after the date that the last payment to be made in accordance with Clause 30
has been paid ("maintenance period"). The Company shall pay the Contractor for such
work in accordance with the provisions of the Contract relating to additional work, except
in the case of work rendered necessary owing to defective design (where such design is the
responsibility of the Contractor) and/or defective workmanship by the Contractor and/or
defective Materials supplied by the Contractor and/or the incorrect use by the Contractor
of Materials supplied by the Company, the cost of which shall be borne by the Contractor
together with any other costs incurred by the Company as a result of the defect or its
rectification. The provisions of this Clause apply whether or not the Works are used during
the maintenance period, and whether or not some part of the Works is used before
completion of the whole Works.
Variations
13. The Contract Holder may from time to time by written instructions to the Contractor vary
the Works and he may in particular by such instructions direct that any part of the Works
shall be omitted or direct that additional works shall be executed. The Works shall not be
varied by the Contractor otherwise than in accordance with this Clause.
Returns, and Information and Audit Rights
14. (i) The Contractor shall make reports and returns to the Contract Holder at intervals and
on occasions as the Contract or the Contract Holder may from time to time require.
Such reports and returns shall contain information, in the form and detail specified by
the Contract Holder, as the Contract or the Contract Holder shall require with respect
to labour, Materials, Plant, the progress of the Works or any other relevant matter.
The Contractor's labour and HSE return shall be made on the form provided by the
Company or provided by the Contractor and agreed by the Company and shall be
made on a weekly basis unless required otherwise by the Contract Holder.
(ii) The Contractor shall permit the Company or its duly authorised representatives to
carry out quality assurance, health, safety and environment, security or financial
audits in accordance with the Company's requirements from time to time.
(iii) The Contractor shall co-operate with the Company in the carrying out of such audits.
In particular the Company or its duly authorised representatives shall have access at
all reasonable times to Contractor personnel dealing with matters relating to the
Contract and to all books, records, correspondence, receipts, vouchers and other
papers and electronic data of every kind in the possession of the Contractor
pertaining to the Contract that are necessary for the Company to carry out such
audits. The Company or its authorised representatives shall have the right to
reproduce and retain copies of any of the aforesaid documents.
(iv) The above rights of the Company shall continue for a minimum period of two years
after the completion of the Works or termination of the Contract if earlier and the
Contractor shall preserve and shall cause its personnel to preserve all of the aforesaid
documents for that period.
Assignment and Sub-Contracting

15. (i) The Contractor shall not assign its rights, including the right to payment by the
Company or sub-contract its obligations under the Contract or any part thereof,
without the prior written consent of the Company.
(ii) Subject to the provisions of the Contract, the Contractor shall not sub-contract the
whole or any part of the Works without the prior written consent of the Contract
Holder, and such consent which shall be at the sole discretion of the Contract Holder,
if given, shall not relieve the Contractor from any liability or obligation under the
Contact.
(iii) The Contract Holder may recommend the Contractor to sub-contract particular parts
of the Works to a subcontractor recommended by the Contract Holder and it shall be
the duty of the Contractor to use its best endeavours to comply with any such
requirements, but compliance with such requirements shall not relieve the Contractor
from any obligation under the Contract.
(iv) The Contractor shall be responsible for the acts, omissions, defaults and neglects of
any Sub-Contractor, its agents or employees as fully as if they were the acts,
omissions, defaults or neglects of the Contractor, its agents or employees.
Waiver
16. No failure on the part of the Company at any time to enforce or require strict adherence to
and performance of any terms of the Contract shall constitute a waiver of such and/or
affect or impair the rights of the Company at any time to avail itself of such remedies as it
may have under these Conditions for each and every breach thereof.
Publicity/Confidentiality
17. No photographs may be taken on Company premises and no information relating to the
Works or any other information of the Company disclosed to the Contractor in
consequence of the Contract may be used otherwise than for purposes of the Works or
disclosed to any third party without the prior written consent of the Company. The
Contractor shall not mention the Company's name or the existence of the Contract in any
publicity material or other communications to third parties without the Company's prior
written consent.
Compliance with Rules and Regulations generally
18 (i) The Contractor, in performance of this Agreement, shall comply with all applicable
laws and governmental Rules, Regulations and orders.
(ii) The Contractor shall give all notices and pay all fees the giving of or payment of which
in relation to the execution of the Works or any Temporary Works is required by or
under any Rules or Regulations.
(iii) The Contractor shall comply (and shall owe a duty to the Company to comply) with
the provisions of all Rules and Regulations in regard to the execution of the Works and
the Temporary Works and the provision and use of the Plant and Materials or
otherwise relating to the Contract and shall indemnify the Company, its employees
and agents against all penalties and liabilities of any kind arising out of any breach of
any such Rules or Regulations.
(iv) If, owing to any such Rules or Regulations, any variation of the Works is necessary, the
Contractor shall promptly notify the Contract Holder in writing that such is the case.
For the avoidance of doubt, any costs incurred by the Contractor in carrying out its
duty to comply with such Rules or Regulations, shall be deemed to be included in the
Contract price.
Property Rights
19. (i) Title to and copyright in all drawings, tracings, designs, specifications, documents,
data and computer software (collectively referred to in this Clause as "data") supplied
or created by the Company whether in connection with the Contract or otherwise shall
be and remain the property of the Company and shall be treated by the Contractor as
confidential. Such data may not be reproduced by the Contractor except for purposes
connected with the execution of the Contract. All copies of the data must be returned
forthwith on the request of the Company and in any event within one month of the
completion of the Works or the termination of the Contract if earlier.
(ii) Unless otherwise agreed by the Parties, title to and copyright in all drawings, tracings,
designs, specifications, documents, data or reports created for the purpose of, or in
consequence of the Contract shall vest in the Company which shall, for the avoidance
of doubt, have the free right of use of all such at all times and for whatever purpose,
whether in connection with the Works or otherwise.
(iii) Title to and copyright in all data created by the Contractor other than for the purposes
of the Contract shall remain with the Contractor save that the Company, its
contractors, employees or agents shall with the consent of the copyright owner (such
consent not to be unreasonably withheld) have the free right of use of all of such data
which is required at any time by the Company in connection with the Works or any
operation, development, repair or modification of the Works.
(iv) The Contractor shall indemnify the Company, its contractors, employees and agents
against any liabilities, actions, claims, demands, costs, charges, expenses and
damages arising from or incurred by reason of any infringement or alleged
infringement of any patent, design, trademark, copyright or other proprietary or
protected right resulting from the supply or use of any information or data, other than
that supplied by the Company, in the Works, Temporary Works, Plant or Materials
designed, manufactured or supplied by the Contractor or in or for any work done or
method employed by the Contractor in carrying out the Works.
Compliance with Labour Regulations
20. (i) The Contractor shall indemnify the Company and hold it harmless against all claims,
proceedings, demands, losses, damages, costs and expenses whatsoever which may
be brought or claimed by all or any person(s) who were employed in the provision of
any works which now comprise all or part of the Works before the date of this
Contract against the Company in respect of any contention or finding that the Labour
Regulations apply to the arrangements facilitating the change in provider of the
Works.
(ii) The Contractor warrants that during the term of the Contract it will deploy personnel
who are skilled and competent to carry out the Works and the Contractor will not
during the term of the Contract change the personnel so deployed or change all or
any of their terms and conditions of employment without the prior written consent of
the Company.
(iii) The Contractor will, whenever requested by the Company, within seven days of such
request provide to the Company such details of the Contractor's personnel deployed

in the carrying out of the Works as may be required by the Company and will warrant
that all information supplied pursuant to such request is accurate in every material
respect.
(iv) The Contractor and the Company acknowledge that the agreements herein are such
that no contractual relationships shall exist between any of the Contractor’s personnel
and the Company. Nevertheless, in the event that any person claims, or a court,
tribunal or government body finds for any purpose whatsoever that any of the
Contractor’s personnel is an employee of the Company, the Contractor shall
undertake to defend such claims and to indemnify the Company against all costs and
expenses incurred by the Company or becoming due from the Company as a direct
result of such claim or finding.
(v) The Contractor agrees that when requested by the Company or any prospective
tenderer for any works in continuation of the Works and of a similar nature to the
Works ("the new works'') identified by the Company, it will, within seven days of such
request, provide to any such prospective tenderer and to the Company such details of
the Contractor's personnel deployed in the carrying out of the Works as may be
required by the Company, or the prospective tenderer. The Contractor warrants that
any information supplied to the Company or any prospective tenderer pursuant to this
provision or otherwise, for the purpose of enabling any prospective tenderer to
prepare a bid for the provision of the new works, shall be accurate in every material
respect.
The Contractor hereby acknowledges the purpose for which such information is
required and will be used and the Contractor shall indemnify the Company and any
prospective tenderer and hold them harmless against all claims, proceedings,
demands, losses, damages, costs and expenses whatsoever which may be brought or
claimed by all or any employee(s) of the Contractor or those of any prospective
tenderer, as a result of any inaccuracy in the information so supplied. The Contractor
shall also indemnify the Company and hold it harmless against all claims,
proceedings, demands, losses, damages, costs and expenses whatsoever which may
be brought against the Company or claimed by any prospective tenderer or the
successful tenderer.
(vi) The Contractor agrees that in the event that it is not successful in re-tendering (or in
the event of it not re-tendering) for the provision of the new works at the expiry or
re-tendering of the Contract, it will nevertheless liaise, consult and co-operate with any
tenderers for the provision of the new works in order to attempt to ascertain whether
or not the Labour Regulations are likely to be held to apply to the arrangements
facilitating the change in the provider of the new works and so as to endeavour to
facilitate a smooth handover in the change of provider of the new works.
(vii) Should the Contractor fail to comply with any of its obligations in clauses (ii) to (v)
above, then the Contractor shall indemnify the Company and hold it harmless against
all claims, proceedings, demands, losses, damages, costs and expenses whatsoever
which may be brought or claimed by all or any of the Contractor's employee(s) or
former employee(s) against the Company in respect of any contention that the Labour
Regulations apply or applied to the arrangements facilitating the change in the
provider of the new works.
Damage, injuries and insurance
21. (i) The object of this Clause is to make provision for the allocation of insurable risks
between the Contractor and Company, the Contractor and Sub-Contractors, and in
particular to minimise the duplication of insurance cover by the Company, the

Contractor and Sub-Contractors.
(ii) Subject to any express terms and conditions in the Contract to the contrary, neither
party shall be liable to the other for indirect loss which shall include, but not be limited
to, loss of use of property, business interruption, loss of profit or anticipated profit,
loss of revenue and loss of production.
(iii) The Contractor shall assume entire responsibility for and shall indemnify and hold the
Company harmless against all losses, liabilities, claims, costs and expenses arising
directly or indirectly out of or in connection with the execution of the Works and
arising from:
(a) loss of or damage to the Works, Materials and Company's equipment for
incorporation therein, except when such loss or damage is caused by terrorism,
war risks, civil war risks to the extent that such risks are excluded by the policy of
insurance taken out by the Company pursuant to sub-Clause (vi) of this Clause;
(b) injury, including fatal injury and disease, to employees of the Contractor or Sub-
Contractors and to any person, other than employees of the Company, employed
or engaged upon or in connection with the Works or who may properly be on the
Site in connection with the Works;
(c) loss of or damage to the Plant, Temporary Works or other property (including
watercraft) of the Contractor or Sub-Contractors;
(d) loss of or damage to the Plant, Materials or Temporary Works referred to in

Clause 8 hereof;
(e) loss of or damage to the property of and/or injury, including fatal injury and
disease to third parties (excluding employees of the Company and any persons
falling within sub-clause (b) above);
to the extent that the negligence, omission, breach of statutory duty or other default of
its employees or agents has caused or contributed to such injury, loss or damage.
(iv) The liability of the Contractor arising from (e) above shall, for any one incident or
series of incidents arising from one event, be limited to a combined limit of $5M and
unlimited as to the number of occurrences. In excess of this level, liability shall be
determined by reference to the applicable law. Notwithstanding the foregoing, no
such limitation will apply if the Contractor's liabilities arise from the use of waterborne
craft.
(v) The Company shall assume entire responsibility for and shall indemnify and hold the
Contractor and Sub-Contractors harmless against all losses, liabilities, claims, costs
and expenses arising directly or indirectly out of or in connection with the Works and
arising from:
(a) injury, including fatal injury and disease, to employees of the Company;
(b) loss of or damage to the property of the Company to the extent that the
negligence, omission or default of the Company’s employee or agents have
caused or contributed to such injury, loss or damage.
(vi) The Company shall provide and maintain at its own expense in the joint names of the
Company, the Contractor and all Sub-Contractors the following insurances and there
will be no obligation on the Contractor to supply these insurances and

consequentially, the cost of such insurance shall not be included in the Contract price:
(a) Construction All Risks insurance in respect of loss of or damage to the Works,
Materials and Company's equipment for incorporation therein to the full
replacement value of the Works, subject to a maximum of $100M in respect of
any one claim or series of claims arising from one cause and subject to any
exclusions and conditions contained in the policy.
The insurance shall incorporate a minimum retained liability of the Contractor and
subcontractors of $5M for any one incident except during testing on stream and
initial operations when the retained liability will increase to $10M.
Notwithstanding the foregoing, the minimum retained liability of the Contractor
and subcontractors will increase to $10m for contract value of $10m and above.
(b) Loss of or damage to Company property (excluding the Works, Materials and
Company equipment incorporated therein) due to the fault, omission, negligence
or lack of due diligence of the Contractor and/or Sub-Contractor, their personnel
or agents;
(c) Third Party Liabilities which may arise out of or in connection with the execution of
the Works.
Such insurance will provide a combined limit of indemnity in respect of (b) and (c) of
$10M with a retained liability of the Contractor and/or Sub-Contractors of $5M in
respect of any one incident and subject to any exclusions and conditions contained in
the policy.
A copy of this insurance policy shall be provided to the Contractor on request. For the
avoidance of doubt, the insurance provided by the Company does not cover liabilities
arising from the use of waterborne craft.
(vii) The Company shall maintain a policy of Employers Liability insurance in respect of
employees of the Company.
(viii) The Contractor shall maintain the following insurances in full force and effect during
the whole period of the Works and it shall be the responsibility of the Contractor to
ensure that these insurances comply with local legislation:
(a) Employees Liability and/or Employers Liability Insurance (or similar as required by
law) in respect of the Contractor's employees engaged in the execution of the
Works;
(b) Public/Third Party and Passenger Liability Insurance in respect of motor vehicles
used by the Contractor in connection with the execution of the Works.
(c) All Risk Insurance Policy which shall name the Company as joint insured (for
construction activities) with appropriate liability limit based on Contract Value.
Any sub-Contractor employed under the Works shall also take out similar
insurance with the major Contractor named as joint insured.
(d) Group Life Assurance Policy for its employees (if up to 5 or more)
Where the Contractor is responsible for works on, over or under water it shall ensure
that every vessel used in connection with such works has full Hull and Machinery

Protection & Indemnity or other relevant maritime insurance cover and is at all
material times seaworthy.
The Contractor shall ensure that all Sub-Contractors maintain similar insurances in
full force and effect during the whole period of the Works in respect of their
employees, motor vehicles and waterborne craft.
(ix) The Contractor's and Sub-Contractors' Employers Liability insurance(s) shall contain
provisions whereby, if any claim or proceedings in respect of which the Contractor
and/or Sub-Contractors would be entitled to receive indemnity under such insurances
is brought or made against the Company, the insurer(s) will indemnify the Company
against such claim or claims and any costs, charges and expenses in respect thereof.
(x) Unless otherwise notified in writing to the contrary, the Contractor shall, in respect of
any claim or claims which may arise, take all or any action which may be necessary
to ensure prompt settlement of such claim or claims. In respect of insurance effected
by the Company, the Contractor shall deal through the insurance brokers and/or loss
adjusters nominated by the Company.
(xi) The Contractor and its Sub-Contractors shall submit current copies of all insurances
policies related to the contract to the Company
Destruction and Damage
22. If before the end of the maintenance period the Works are destroyed or damaged either
wholly or in part, the Company reserves the right to call upon the Contractor to make
good such destruction or damage. Except where the destruction or damage is due to any
neglect or default on the part of the Contractor, the Contractor shall be entitled to be paid
for the work of making good the destruction or damage on the basis of the rules for the
valuation of variations set out in Clause 32.
Health, Safety, Environment and Welfare
23. The Company believes that all accidents are preventable and actively promotes the high
standard of safety consciousness demanded by this principle. All Contractors including
direct labour Contractors working on the Site are required to apply health, safety and
environmental standards compatible with work instructions issued by the Company for this
aim.
The Contractor shall in regard to HSE and welfare observe the requirements of any Rules
or Regulations relating to health, safety and environment. It shall also ensure that those
requirements are observed by Sub-Contractors. Where reports of accident or dangerous
occurrences are made to the Factory Inspector by either the Contractor or its
Sub-Contractor in pursuance of the Factories Act or similar legislation, the Contractor
shall, and shall require any of its Sub-Contractors to, send the Company a copy of the
report.
If required, the Contractor shall, and shall require its Sub-Contractors to, produce evidence
of its HSE performance record and details of its HSE procedures. The Company reserves
the right to stop the Works if any of the agreed or obligatory HSE measures are not
observed.
Conditions of Site
24. (i) The Contractor shall ensure that during the course of the Works the Site is maintained
in a clean, safe and tidy condition. On the completion of the Works or on the earlier
termination of the Contract the Contractor shall clear away and remove from the Site
all Plant, Temporary Works, surplus Materials and rubbish of every kind and leave the
whole of the Site and of the Works clean and in a workmanlike condition to the
satisfaction of the Contract Holder.
(ii) The Contractor shall be responsible for the storage, treatment (if any) and disposal of
all and any waste created by or arising out of the Works and shall, on request,
provide the Company with all information relating to the same. The Contractor shall
comply with and obtain all permits consents and licences required under any Rules or
Regulations relating to waste management.
Security
25. (i) The Contractor shall in connection with the Works provide and maintain at its own
cost, all lights, guards, fencing and watchmen when and where necessary or required
by the Contract Holder or by any competent statutory or other authority for the
protection of the Works or for the safety and convenience of the public or others.
(ii) The Contractor shall observe the Company's security regulations and use its best
endeavours to ensure that no unauthorised person is permitted to enter or remain on
the Site.
Wages and Working Conditions
26. (i) The Contractor shall ensure that all labour employed at the Site by it or its
Sub-Contractors shall be employed only at the wage rates and on the terms and
conditions provided in any relevant agreement (national or other) for the time being in
force on the Site between the Contractor or its Sub-Contractor and the union(s) and
which is applicable to the trades and types of work required under the Contract.
Labour employed at the Site which is not covered by any such agreement between the
Contractor or its Sub-Contractors and the union shall be employed only at wage rates
and on terms and conditions and with allowances as may be proposed by the
Contractor and accepted by the Company from time to time.
(ii) Neither the Contractor nor its Sub-Contractors shall work overtime during the
execution of the Works without the written permission of the Contract Holder.
(iii) In the case of works and services within the scope of any relevant union agreement
(national or other), the Contractor's tender shall be deemed to have been based upon
wage rates, allowances, terms and conditions provided for in those agreements and
in the case of works and services outside the scope of those agreements, upon the
wage rates, allowances, terms and conditions agreed between the Contractor and the
Company. Neither party shall be entitled to any adjustment of the Contract price by
reason of overtime working or any fluctuation affecting wage rates within the relevant
agreements or any variation of the relevant agreements or any agreements reached
pursuant to sub-clause (i) of this Clause or the effects of any other factor affecting
wage rates, allowances, terms and conditions after tender unless the Contract
expressly provides for such adjustment.
(iv) Without prejudice to the generality of this Clause, and Clause 5, the Contract price or
rates shall be deemed to be fully inclusive of all payments due to the Contractor's
labour force in respect of wage rates, travelling time, subsistence allowance, holidays
with pay, bonuses, lodging allowance, insurance, condition moneys, skill payments,

guaranteed time, non-productive time, protective clothing and the like, and of all
statutory costs.
(v) The Contractor shall keep and require its Sub-Contractors to keep in their customary
form full and complete records of all wages and allowances of whatever nature paid
to their employees employed on the Works and shall whenever reasonably required to
do so produce such records for inspection by an authorised representative of the
Company.
(vi) The Contractor shall not seek nor agree to any amendment to any agreement with its
own or its Sub-Contractor's labour force without the prior written consent of the
Company.
(vii) If any dispute or difference should arise between the Contractor and any other
contractors on the Site, with reference to wages and working overtime or premium
pay, the Company shall be entitled to call for, and the Contractor shall agree to,
immediate consultations between the Contractor and any other contractors in question
to resolve the dispute.
(viii) If any question which is likely to give rise to a dispute is raised by or on behalf of any
or all of the employees of the Contractor or its Sub-Contractors, then the negotiating
procedures laid down in any relevant union agreement (national or other) shall be
followed.
(ix) The Contractor shall keep the Contract Holder fully informed on all industrial relations
issues before action is taken.
(x) The Company shall use its best endeavours to ensure that all other contractors
employed at the Company's premises shall comply in like manner where applicable
with the provisions of this Clause 26.
Company's roads
27. The Contractor shall have use of the Company's roads for the purpose of obtaining access
to the Site and carrying materials, equipment and personnel. The Contractor will be
responsible for keeping such roads free from mud and rubbish caused by its own or its
Sub-Contractors' and suppliers' vehicles and Plant and shall make good any damage
caused at its own expense or pay all costs and charges in connection therewith. The
Contractor shall consult the Company as to the suitability and strength of the roads for the
type of vehicles that it, its Sub-Contractors or suppliers intend to use.
Fossils etc.
28. All fossils or coins or other articles of value or antiquity and all structures or remains or
other things of geological, archaeological or historical interest discovered on the Site, shall as
between the Company and the Contractor, be deemed to be the property of the Company,
and the Contractor shall take reasonable precautions to prevent its workmen or any other
person from removing or damaging such articles or things and shall, immediately on
discovery thereof and before their removal, inform the Contract Holder of such discovery and
carry out at the expense of the Company, the Contract Holder's directions as to the disposal
thereof.
3.0 SECTION III

Accounts
29. (i) The Contractor shall submit its accounts marked with the Company's Contract number
and work order number (if applicable), containing the information as prescribed by
the Contract Holder. Accounts for additional work done shall be submitted with the
main account but the details shall be kept separate and shall be supported by data
sheets as required by the Contract Holder.
(ii) Accounts shall be submitted by the Contractor within 6 months of completion of the
Works. The Contract Holder at his discretion may reject for payment any account not
received in accordance with this requirement.
Payments
30. (i) Unless the Contract requires otherwise, the Company shall make to the Contractor,
on a monthly basis, a payment calculated in accordance with the Contract. This
payment, when added to any previous payments, shall equal the value as certified by
the Contract Holder of the work done under the Contract up to that date. Payment
shall be made within 45 days of receipt by the Company of the Contractor's
uncontested invoice. The Company's approval of the Contractor's invoice shall not be
unreasonably withheld or delayed.
(ii) The Contractor’s invoice for the work shall include and always be supported with the
following as may be applicable:
(a) A copy of the A Service Purchase Order (PO) associated with the work. This shall
be supported with a brief narrative of the work undertaken against each work
order or contract call off instruction showing the status of such work including
forecast time for completion if not yet complete, hold points, factors affecting
Contractor’s performance etc.
(b) The Service Entry sheet, including time sheets where applicable authenticating the
invoiced amount against works completed in the period.
(c) Evidence of remittance of all statutory contributions and/or deductions e.g.

Employee pension, Personal income tax (PAYE), Industrial Training Fund and
Employee Compensation Scheme for the preceding month as may be applicable
to the Contract.
(d) Schedule of labour/personnel salaries showing the wages, PAYE, pension, ITF etc.
paid for each personnel and acknowledged/approved by Contractor HR or
contract manager for service type contracts as may be applicable to the Contract.
(e) Third party commercial invoice and/or custom documentation as may be

applicable showing input VAT paid, with Company named as Co-owner i.e.
“Nigeria LNG Limited O/C Contractor name” clearly stated on such
receipts/invoices used as back up documentation for materials or services
purchased on-behalf of Company as may be applicable to the Contract.
(iii) All invoices submitted by the Contractor shall clearly and separately show the amount
of Value Added Tax (VAT), if applicable, applied on the invoice. The Company shall
have the right to deduct from payments due to the Contractor any amount that
represents Value Added Tax. Where VAT is properly applied on an invoice the
Company shall remit VAT directly to the relevant tax authorities. Company shall also
have the right to withhold any other statutorily applicable tax from its payment to the
Contractor for work performed or materials supplied under the Contract. The

Company shall not settle or remit any amount that represents VAT that is incorrectly
charged.
(iv) The Company shall have the right to withhold payment for Materials until proof is
given by the Contractor of its right to pass the property in them free from any
charge or encumbrance.
(v) Company is entitled to set off or reduce any payments due and owing to Contractor
by any amount which Company reasonably claims is owed to it by Contractor
pursuant to the Agreement or any other agreement or purchase order between the
parties, or pursuant to any other agreement or purchase order between coventurers,
members, or Affiliates of Company and Contractor (“Company Beneficiaries”). Any
exercise of rights by Company or Company Beneficiaries under this clause shall be
without prejudice to any other rights or remedies available to same.
(vi) Company shall have the right to withhold any payments due and owed to Contractor
should Contractor fail to fulfil its obligations, with particular emphasis to its statutory
and financial obligations to its employees who are engaged by the Contractor on
Company's behalf in line with the expectations of compliance under the terms and
conditions of the Contract.
(vii) Any payment made, certificate issued or approval given shall not be deemed as
acceptance of the Works done and shall not be taken as relieving either the
Contractor or the Company from any liability the one towards the other arising out of
or in any way connected with the performance of their respective obligations under
the Contract.
(viii) If the Contractor considers that it has any claim for additional payments under the
Contract, it shall notify the Contract Holder in writing within 7 days of the occurrence
of the event giving rise to the claim. The Contractor's notification shall give details of
the circumstances to which the claim relates. The Contractor shall present the fully
documented claim to the Contract Holder as soon as possible and not later than 2
months after the end of the occurrence to which the claim relates. Claims that are not
fully notified to the Company as aforesaid and claims that are not presented fully
documented and within the time limits stated shall be rejected.
Contract Prices
31. (i) Unless the Contract specifically provides for escalation payments, the following rules
and
principles shall apply to the revision of Contract rates and prices:
(a) For Contracts of not more than two years duration, the rates and prices shall be
firm and fixed for the duration of the Contract and shall not be subject to
adjustment to meet any increase or reduction in the cost of the Works due to
any rise or fall in the cost of labour, plant or materials, or for any other reason,
save on an open book demonstration of loss by the Contractor.
(b) For contracts of more than two years duration, the rates and prices shall be
fixed for an initial period of two years from the start of the contract. At the
second anniversary of the start of the contract, and at two yearly intervals
thereafter, the Contractor may, if justifiable, request the Contract Holder to

revise the Contract rates and prices. The Contract Holder will review the request
on the basis of the considerations enumerated in clause 31.2(i) below and if
necessary, revise the Contract rates and prices.
(c) For fixed price Contracts, the rates and prices shall be firm and fixed and shall
not be subject to any adjustment save in the case of changes in technical scope
or qualifications in the Contract.
(ii) The request by the Contractor for a review of rates and prices shall be based solely
on all or any of the following considerations: -
a) Wages and the cost of employment payable by the Contractor, and the general
level of wages and the cost of employment in the same or similar industries.
b) Prices for Materials, Plant and equipment payable by the Contractor, and the
general level of prices for Materials, Plant and equipment in the same or
similar industries.
c) Prices for other resources payable by the Contractor, and the general level of
prices for other resources in the same or similar industries.
d) Changes in legislation, taxes and duties.
e) The general level of inflation affecting the Works.
f) Relevant currency exchange rates.
g) Productivity and efficiency gains.
h) Any other issue relevant to the above.
(iii) In reviewing the request, the Contract Holder shall not take any account of any
underpricing or error, which may have been made by the Contractor in the Contract
rates and prices.
(iv) The Contractor shall, at the time the request for a revision of the rates and prices is
made, provide such contemporary information, records, relevant data and analysis
and calculations to justify the request for price increase to the satisfaction of the
Contract Holder. The Contract Holder may, upon reviewing the request, require
Contractor to provide further information or clarification.
(v) The Contract Holder shall endeavour to, inform the Contractor of his decision in
respect of the request for review of the Contract rates and prices within 30 days of the
Contractor’s request for the Contract Holder to review the rates; Provided that where
due to the exigencies of the review, the Contract Holder is unable to make the
decision within the 30 day window, the Contractor shall be informed of the decision
as soon as reasonably practicable after it has been made.
(vi) The revised rates will apply from the date of acceptance by the Contractor of the
revised Contract rates and prices, and will be applicable until further revised rates
are agreed in accordance with this clause.
Adjustments for Variations and Overtime

32. The Contract Holder shall determine the amount (if any) to be added to or deducted from
the Contract price in respect of variations or additional work. The rules for the valuation of
variations or additional work are as follows and they shall be applied in the following
order of precedence:
(i) Where the work, the subject of the variation, is of a similar character to and is
executed under similar conditions to the Works, the Contract rates (if any) shall apply.
(ii) Where the work, the subject of the variation, is of similar character to, but is not
executed under similar conditions to the Works, the Contract rates (if any) shall be
used as the basis for determining the value of the variation work and the valuation
shall make a suitable allowance for the difference in the conditions.
(iii) Where the work, the subject of the variation, is not of similar character to the Works,
the work shall be valued at competitive rates and the Contract Holder may, at his
discretion, require the Contractor to submit a quotation or negotiate the value of the
variation work before the work is commenced.
(iv) If in the opinion of the Contract Holder variation work cannot be properly valued
under (i), (ii), or (iii) above, the Contract Holder may direct that the variation work
shall be valued on a day work basis.
Provisional and Prime Cost Items
33. (i) Except as the Contract Holder may direct in writing, the Contractor shall not incur or
commit any expenditure in prime cost items or items covered in the Contract by
provisional sums.
(ii) In respect of expenditure incurred by it on prime cost items or items covered in the
Contract by provisional sums, the Contractor shall be entitled to receive the net
amount of the said expenditure (after taking account of all discounts for cash and all
other discounts, rebates and allowances) together with profit on the said net amount
at such reasonable rate as is agreed by the Company.
(iii) Where the Contract price as specified in the Contract includes any provisional sums or
any sums in respect of prime cost items then, in ascertaining the final Contract price,
those sums shall be deducted and the sums payable to the Contractor under
sub-clause (ii) of this Clause shall be added.
Contractor's Default, Bankruptcy, etc.
34. (i) Without prejudice to the provisions of sub-clauses (ii) and (iii) below, if the Contractor
contravenes or defaults in the performance of any of the provisions of the Contract
and the contravention or default continues for 3 days after the Company has given
notice in writing to the Contractor specifying the contravention or default, then the
Company may employ other workmen to remedy the default or may without prejudice
to any other rights available to it take the Works wholly or in part from the Contractor
and terminate the Contract in respect of such part or all of the Works. In any event
the Company shall have free use of all Plant without being responsible to the
Contractor for fair wear and tear thereto and the Company may retain any monies
due to the Contractor under the Contract to meet the cost of completing the Works or
that part thereof.
(ii) The Company shall have the right to terminate the Contract on giving written notice to
the Contractor, which may have immediate effect, without prejudice to any other
rights available to it under the Contract or at law, if the Contract Holder considers that
the Contractor has breached any provision of the Contract relating to Health, Safety
and Environment or any site safety procedures or if the Contract Holder considers that
the Contractor has committed or believes on reasonable grounds that the Contractor
is about to commit an unsafe act which has caused or may cause injury to a person or
damage to property.
(iii) The Company may terminate the Contract on written notice to the Contractor, which
may have immediate effect, in the event that the Contractor has been undertaking
other work for the Company and the contract with the Company pursuant to which
that work is being carried out is terminated by the Company as a result of a breach by
the Contractor of the Company's HSE rules or of site HSE procedures or by reason of
an unsafe act of the Contractor or any act by the Contractor in breach of the
Company’s Business Principles.
(iv) If the Contractor becomes bankrupt or a receiver or manager is appointed in respect

of its business or of any of its assets or a receiving order is made against it, or it
presents a petition in bankruptcy or has a petition in bankruptcy presented against it,
or makes an arrangement or assignment in favour of its creditors, or agrees to carry
out the Contract under a committee of inspection, or where the Contractor is a
company it goes into liquidation whether compulsory or voluntary or a provisional
liquidator, liquidator, manager, receiver or administrator of its business or
undertaking is appointed or possession is taken by or on behalf of the holders of any
debentures secured by a floating charge of any property comprised in or subject to a
floating charge, or execution is levied on the Contractor's goods, the Company may,
without prejudice to any other rights available to it, by notice in writing to the
Contractor forthwith terminate the Contract. Where the Contractor is a partnership,
reference to the Contractor in this Clause shall mean any one or more of the partners.
(v) Where the Company terminates the Contract under the provisions of this Clause, the
Company may, without prejudice to any other rights available to it, retain all monies
then due to the Contractor or thereafter falling due to the Contractor under the
Contract and apply them to making good any loss or damage arising from the
termination of the Contract or from any breach of Contract by the Contractor.
Force Majeure
35. (i) Force Majeure shall comprise any circumstances beyond the reasonable control of
either party which prevents, delays or impedes the due performance of the
Contract, including but not limited to, the following:-
a) War or hostilities;
b) Riot or civil commotion;
c) Terrorism;
d) Earthquake, flood, fire or other natural physical disaster;
e) Denial of the use of any port, airport, shipping service or other
means of public transport where no reasonable alternative is
available;
f) Official strike or lock-out or other official industrial action by workers
or employers;
g) acts of Government or regulatory authorities.
The mere shortage of labour, materials or utilities shall not constitute Force
Majeure.

(ii) If either party to the Contract is prevented or delayed from or in performing any of
its obligations under the Contract by Force Majeure, then it may notify the other party
of the circumstances constituting the Force Majeure and of the obligation, performance
of which is thereby delayed or prevented and the party giving the notice shall
thereupon be excused the performance or punctual performance, as the case may be,
of such obligation for so long as the circumstances or prevention or delay may
continue.
(iii) Notification under this provision for extra time for delay in completion by either
party shall be given within seven (7) days of the commencement of such circumstances.
(iv) If performance of the Contract is substantially prevented for a continuous period of

four (4) months by virtue of any event falling within the provisions of Sub-Clause 35 (i),
then either party may, by written notice to the other, terminate the Contract. In the
event of such termination, the rights and obligations of the parties shall be the same as
if the Contract had been terminated by the Company under Clause 36 (Suspension
and Special Powers of Termination) and Clause 37 (Termination Generally).
Suspension and Special Powers of Termination
36. (i) The Company may at any time and from time to time by notice in writing to the
Contractor suspend the execution of the Works or any portion thereof for the periods
specified in the notice. All reasonable expenses incurred by the Contractor by reason
of suspension of the Works or any portion thereof by the Company (otherwise than in
consequence of some default on the part of the Contractor) shall be added to the
Contract price, provided that no claim shall be made under this Clause unless the
Contractor has, promptly after the event giving rise to the claim, given notice in
writing to the Company of its intention to make such a claim.
(ii) The Company may at any time by not less than 14 days notice in writing to the
Contractor terminate the Contract; and on the termination of the Contract by such
notice:
(a) The Contractor shall, if so required by the Contract Holder and if it is practicable
to do so on terms approved by the Contract Holder, assign to the Company the
benefit of any Sub-Contract entered into by the Contractor in connection with the
Works or terminate any such Sub Contract.
(b) The Contract Holder shall certify:
(i) the sums remaining payable to the Contractor under the terms of the Contract
in respect of work done, material supplied and plant provided up to the date of
termination;

(ii) any sums which have necessarily been paid by the Contractor in order to carry
out its obligations under paragraph (a) hereof and
(iii)any other reasonable costs or expenses incurred by the Contractor by reason of

the termination; and the Contractor shall be entitled to be paid the sums so
certified, but shall not be entitled to any further payment.
Termination Generally
37. The termination of the Contract in respect of all or any of the Works shall not prejudice any
rights or remedies accruing before, at or in consequence of the termination or any
proceedings with respect to any such rights or remedies.
Notices
38. (i) Any notice authorised or required to be given to the Company hereunder shall be
deemed to be sufficiently given if delivered by hand, sent by fax or sent by first class
post addressed to the Company at its address as specified in the Contract Order
Form/Memorandum of Agreement.
(ii) Any notice authorised or required to be given to the Contractor shall be deemed to be
sufficiently given if delivered by hand, sent by fax or sent by first class post addressed
to the Contractor at its address as specified in the Contract Order
Form/Memorandum of Agreement.
(iii) Notices sent by post as aforesaid shall be deemed to have been given at the time
when they would have been received in the ordinary course of post.
Business Ethics
39. (i) The Contractor shall maintain sound business ethics during the performance of the
Contract. The Contractor shall not engage or cause any officer, personnel or agents of
the Company to engage in activities that would be prejudicial to the performance of the
Contract. The Contractor shall report any such activity to the Company.
(ii) The Contractor and its personnel are expressly required to maintain honesty in the
work place. In this regard, the Contractor and its personnel shall not offer
to make or accept to take inducements of any kind whatsoever to/from Company
personnel, other Contractor’s personnel, the Contractor’s Suppliers, Sub-Contractors,
any other person, any corporate body or any authority. If the Contractor or its
personnel should be approached to make or accept inducements of any kind, the
matter shall be immediately reported to the Contract Holder.
(iii) The Contractor undertakes not to enter, without the prior written approval of the
Company, into any contract with any other contractor of the Company where the
proposed contract has the likelihood or potential to infringe on or interfere, directly or
indirectly with the Business Principles of the Company, or the performance of either
contractor or any process or asset of the Company.
(iv) In the event that the Contractor enters into any contract pursuant to sub-clause (iii)
without the written approval of the Company, the Company shall have the right to
terminate the Contract and instruct the Contractor to demobilise immediately. The
Contractor shall comply with such instruction at no cost to the Company.
(v) Contractor confirms having signed a copy of the Company’s Business Principles and
Code of Conduct. Contractor fully accepts that observance of the Business Principles
when doing business with the Company and commits not to violate any of the
Business Principles when performing work in connection with the Contract. In the
event that the Contractor supplies employees who work on behalf of the Company or
represent the Company, Contractor also commits that such employees of Contractor
will behave in a manner that is consistent with the Code of Conduct.
(vi) Without prejudice to any other rights that the Company may have, the Company may
terminate the Contract immediately upon notice in writing should the Contractor
violate the provisions of this clause.
Dispute Settlement
40.(i) Both parties shall make bona fide efforts in good faith to resolve disputes at the
working level, and settle any dispute under the Contract by negotiation. If the parties
are unable to resolve the matter, either party may serve a ‘Notice of Dispute’ on the
other party specifying the nature of the dispute proposing resolution by external
means in accordance with Clause (ii) below.
(ii) In the event of a party being served with a Notice of Dispute, then the dispute must be
referred to a representative nominated by the Company and a representative
nominated by the Contractor who will endeavour to resolve the dispute within 10
working days of the Notice of Dispute having been served. Representatives appointed
under this provision may not be the Representatives of the parties under the Contract.
(iii) If the dispute cannot be settled under Clause (ii) above, then within a further 10 days
the matter shall be referred to a senior executive of each party for resolution within a
further 20 days or such other period as the two senior executives may agree.
(iv) If the dispute is not settled in accordance with Clauses (ii) and (iii) above, then either
party may refer the matter to a court of competent jurisdiction within the Federal
Republic of Nigeria for adjudication.
(v) Notwithstanding the existence of any dispute, each party shall continue to perform its
obligations under the Contract to the extent unaffected by the dispute.
(vi) Notwithstanding the foregoing, each party shall have the right at any time, at its
option and where legally available, to commence an action or proceeding in a court
of competent jurisdiction, in order to seek and obtain urgent interlocutory relief.
Applicable Law and Dispute Resolution
41. (i) The Contract and this General Conditions shall be read and construed and shall take
effect in all aspects in accordance with the Laws of the Federal Republic of Nigeria
including the requirements thereof regarding Nigerian Content, as may be applicable.
(ii) Any and all disputes arising under the Contract which cannot be amicably resolved
between the parties shall be settled in any court of competent jurisdiction in accordance with
the Laws of the Federal Republic of Nigeria.

4.0 R EFERENCES
N/A
5.0 A PPENDIX 1: S AFETY R EGULATIONS AND R EGULATIONS FOR

THE P REVENTION OF F IRE
(To be observed by the Contractor, it’s Sub-Contractors and their employees, agents and
invitees)
All persons engaged on work at any Site shall be acquainted with the following regulations
and their consent to abide by them shall be an essential condition of their permit to work at
the Site:
1. The whole of the premises within the boundary wall or fence is constituted a Prohibited
Area with the exception of any area expressly exempted by the manager of the Site
(hereinafter called the Manager).
2. All employees, agents and invitees of the Contractor who may not be aware of the exact
locality of any area expressly exempted from the Prohibited Area must assume that any
part of the Site is a Prohibited Area and act accordingly.
3. Before work of any nature is commenced in any area by the Contractor, its employees,
agents or invitees, the Contractor must obtain from the Manager or his authorised
representative a signed Certificate of Safety and if the work involves sparks or flames,
also a Fire Permit as indicated in paragraph 8. All instructions contained in these
permits shall be observed strictly by the Contractor, it’s employees, agents or invitees. If
the work cannot be completed in the period for which these documents are valid, the
work shall be discontinued until the documents have been renewed.
4. It is a condition of the permission given to work at the Site that all persons working at the
Site shall submit to be searched by the Site's recognised officials either at the time of
entry to or at any other time whilst on the Site for articles prohibited under Regulations 5
and 6.
5. No fire or naked light, no matches, no petrol or other lighters nor any other apparatus
for causing ignition may be taken within the Prohibited Area by any person unless with a
written permit signed by the Manager or his authorised representative. Such written
permit shall be valid only for the period stated thereon.
6. No portable electrical equipment of any kind, whether personal or Contractor's property,
shall be taken within the Prohibited Area unless it is of an approved flame-proof type, or
is covered by an appropriate certificate of intrinsic safety, or by a permit issued by the
Manager or his authorised Representative.
7. Smoking is prohibited in every part of the Site with the exception of such places as have
been set aside for the purpose by the Manager. For each such place a written Fire
Permit/Smoking Permit must be obtained.
8. No flames shall be produced, no fires, lighters or matches shall be lit and no welding or
flame cutting work shall be undertaken in any part of the Site without a fire permit,
signed and given by the Manager or his authorised representative.
9. Privately owned motor vehicles, motor and pedal cycles shall be kept at the parking
places provided for the purpose and shall not be taken into the Site without a permit
from the Manager or his authorised representative. Contractor's vehicles will be
restricted to those areas designated as safe for such vehicles.
10. (a) The Contractor shall ensure that its employees and those of any of its
Sub-Contractors shall not make use of any equipment, material or property of any
kind whatsoever belonging to the Company unless the written permission of the
Company has been obtained beforehand.
(b) The Contractor shall ensure that so far as is compatible with the work being carried
out, the area in which his servants and/or agents are working shall be kept free of
all equipment, material or property of any other kind which may constitute an
accident hazard. If it is necessary in the opinion of the Contractor for such
equipment, material or property to be on site it will be the Contractor's responsibility
to ensure that all necessary safety precautions are observed by its own employees
and those of its Sub-Contractors.
11. Any employee, agent or invitee of a Contractor consciously or unconsciously breaking

the above Rules shall be liable to have his permit to work at the Site terminated
immediately.
12. In these Regulations the term “the Contractor” means any person performing work at the
Site under a Contract or Sub- Contract with Nigeria LNG Limited.


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General Conditions of Contracts For NLNG 2018

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NLNG Management Manual

Nigeria LNG Limited

2 Reviewed July 2009

3 Reviewed October 2012

4 Reviewed October 2015

5 WHT and VAT clauses updated 29/04/2016

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Notice and Warning

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2.0 SECTION II .......................................................................................................................... 6

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1.0 DEFINITIONS OF TERMS

"Company" means Nigeria LNG limited.

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Staff, Site Organisation, etc.

Contractor to inform itself fully

Plant, Temporary Works, etc.

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Plant and Materials on Site

Work on Existing Premises

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Returns, and Information and Audit Rights

Assignment and Sub-Contracting

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Compliance with Rules and Regulations generally

Compliance with Labour Regulations

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Damage, injuries and insurance

particular to minimise the duplication of insurance cover by the Company, the

(d) loss of or damage to the Plant, Materials or Temporary Works referred to in

will be no obligation on the Contractor to supply these insurances and

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Destruction and Damage

Health, Safety, Environment and Welfare

Wages and Working Conditions

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3.0 SECTION III

(c) Evidence of remittance of all statutory contributions and/or deductions e.g.

(e) Third party commercial invoice and/or custom documentation as may be

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thereafter, the Contractor may, if justifiable, request the Contract Holder to

Adjustments for Variations and Overtime

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Provisional and Prime Cost Items

Contractor's Default, Bankruptcy, etc.

(iv) If the Contractor becomes bankrupt or a receiver or manager is appointed in respect

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of such obligation for so long as the circumstances or prevention or delay may

(iv) If performance of the Contract is substantially prevented for a continuous period of

Suspension and Special Powers of Termination

(b) The Contract Holder shall certify:

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(iii)any other reasonable costs or expenses incurred by the Contractor by reason of

Applicable Law and Dispute Resolution

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5.0 A PPENDIX 1: S AFETY R EGULATIONS AND R EGULATIONS FOR

restricted to those areas designated as safe for such vehicles.