Ref: TCIBD/D1D2/OC/ACES-SUB/0001/AM00/2017/R0/AP

Date: 14th September 2017

M/s. Arab Center

P.O Box: 5012
Abu Dhabi, U.A.E.
Tel: +971-2-5502774
Fax: +971-2-5502773

Attention: Mr. Mohammad Almadani - Site Laboratories Manager

Project: Forte (Plots D1-D2) Main Contract Works – Phase 1, Downtown Dubai Development

Subject: Order Confirmation for Material Testing

Contractor is pleased to issue this Order Confirmation to confirm the appointment of Service Provider for
undertaking the Material Testing for the above Project, all in accordance with the following terms and conditions:

1. Definitions & Interpretation:

A. Definitions:

The Definitions stated in this Order Confirmation shall have the same meaning as assigned to them
except where the context otherwise requires:

1.1 “Contractor” is Target Engineering Construction Co. (L.L.C.), Abu Dhabi, P.O. Box 960, U.A.E.

1.2 “Contractor's Representative" means the person named by Contractor in this Order Confirmation or
appointed from time to time by Contractor who acts on behalf of Contractor.

1.3 “Clause” means a Clause of this Order Confirmation unless otherwise so stated.

1.4 “Contract” means agreement between Employer & Contractor for the Project - Forte (Plots D1-D2)
Main Contract Works – Phase 1, Downtown Dubai Development.

1.5 “day” means a Gregorian calendar day and “year” means 365 days.

1.6 “Employer” is Emaar Properties PJSC., and includes Employer's successors and assigns.

1.7 “Free Issue Material” means those items/material (if any) under this Order Confirmation to be
provided by Contractor to Service Provider for incorporation in the Services.

1.8 “party” means Contractor or Service Provider, as the context requires.

1.9 “Programme of the Services” means the programme submitted by Service Provider in accordance
with Clause 7.2 and approved by Contractor and any revised programme which may be submitted
 by Service Provider from time to time and which shall, upon such approval, be substituted for the
previous programme.

1.10 “Project” is Forte (Plots D1-D2) Main Contract Works – Phase 1, Downtown Dubai.

1.11 “Advance Payment” means the amount named in Clause 8.1 of this Order Confirmation.

1.12 “Advance Payment Guarantee” means the Guarantee named in Clause 8.1 of this Order
Confirmation.

1.13 “Services Commencement Date” means the date stated in Clause 7.1 of this Order Confirmation.

1.14 “Services Completion Date” means the time for completion (including passing the Tests on
Completion) of the whole of the Services or of any Section of the Services or of any Portion of the
Services as stated in Clause 7.3 of this Order Confirmation or in any of such cases, such extended
time as may be granted under provisions of this Order Confirmation.

1.15 “Service Defects Liability Period” has the meaning assigned by Clause 6 of this Order
Confirmation.

1.16 “Service Interim Certificate” means the certificate referred to in Clause 8 of this Order
Confirmation.

1.17 “Service Performance Bank Guarantee” means the Guarantee named in Clause 10 of this Order
Confirmation.

1.18 “Service Provider” is Arab Center, P.O. Box 5012, Abu Dhabi, U.A.E.

1.19 “Service Documents” means the Conditions of Contract, Service Specifications, Service Drawings,
Service Bill of Quantities and other documents of a technical nature (if any) as enclosed in this
Order Confirmation or as otherwise inferred therefrom.

1.20 “Service Provider’s Equipment” means all appliances and things of whatsoever nature (other than
Temporary Services) required for the execution and completion of the Services and remedying of
any defects therein, but does not include Service Provider’s materials or other things intended to
form or forming part of the Permanent Services.

1.21 “Service Provider’s Representative” means the person appointed by Service Provider or appointed
from time to time by Service Provider as approved by Contractor to act on behalf of Service
Provider.

1.22 “Service Specifications” means the Contract Specifications forming a part of this Order
Confirmation together with any modifications thereof or additions thereto or deletions therefrom as
may from time to time be made in accordance with this Order Confirmation.

1.23 “Service Drawings” means the Contract Drawings forming a part of this Order Confirmation
together with any modifications thereof or additions thereto or deletions therefrom as may from
time to time be made in accordance with this Order Confirmation.
 1.24 “Services” means the works/services to be undertaken by Service Provider as per the terms of this
Order Confirmation.

1.25 “Service Payment Certificate” means Service Interim Certificate.

1.26 “Service Fee” means the sum stated in this Order Confirmation as payable to Service Provider for
the execution and completion of the Services and the remedying of any defects therein in
accordance with the provisions of this Order Confirmation.

1.27 “Service Variation Order” has the meaning assigned by Clause 14 of this Order Confirmation.

1.28 "Engineer" means Consultant appointed by Employer to act as Engineer for the purposes of the
Contract in place of the Engineer so designated.

1.29 “Works" means Permanent Works and Temporary Works or either of them as appropriate to be
undertaken by Contractor as per the terms of the Contract.

B. Interpretation:
(a) Words indicating one gender include all genders;
(b) Words indicating the singular also include the plural and words indicating the plural also include the
singular;
(c) Provisions including the word "agree", "agreed" or "agreement” require the agreement to be recorded
in writing;
(d) "written" or "in writing" means hand-written, type-written, printed or electronically made and
resulting in a permanent record.

2. Project Description:
2.1 The Project Forte (Plots D1-D2) Main Contract Works – Phase 1, Downtown Dubai Development.
2.2 The Works comprising the carrying out and completion of the design (to the extent provided for by
the Contract) and construction of structure up to basement (1) including verticals and core walls up to
below ground floor slab.

3. Services:
The scope of services to be undertaken by Service Provider shall be in compliance with the
requirements, terms and conditions specified in the Service Documents and shall include but not be
limited to the following:

3.1 Submit prequalification documents, method statements, laboratory equipment calibration testing
certificates, quality control plan, personnel qualifications and the likes for Employer and Contractor
approval, prior to commencing the Services.
3.2 Undertake sample collection, conduct off site tests and associated approvals of the materials for the
Services as required by the Service Documents or by laws, rules, regulations of Authorities having
jurisdiction, in accordance with requirements of the Service Documents and Employer. The material
tests shall be undertaken by Service Provider upon receipt of release order from Contractor.
3.3 Prepare and submit a certified written report of each test, inspection and similar quality assurance
Services to Employer and Contractor. Interpret tests and inspections and state in each report whether
tested and inspected material complies with or deviates from the Specifications of the Service
Documents.
3.4 Scheduling time for tests, inspections, obtaining samples and all necessary activities promptly in
accordance with the requirements of Contractor as stated in the release order form.
3.5 Designate a Service Provider’s representative at Project Site for collecting the samples and conducting
the tests.
3.6 Prepare, maintain and provide access to record of tests and inspection log to Contractor and Employer
during the performance of the Services.
3.7 Submit copies of permits, licenses, certifications, notices established for compliance with standards
and regulations bearing on the performance of the Services.
3.8 Submit reports both in electronic and hard copy as per the conditions/formats specified in the Service
Documents. The original reports shall be submitted to Contractor’s Representative at the Project site.
3.9 Ensure that the Services are carried out in accordance with the required/ applicable relevant standards,
Specifications and tests procedures.
3.10 Attend technical coordination meetings with the Employer and Contractor as per the requirements of
the Project.
3.11 Maintain testing and inspection reports including log of approved and rejected results. Include test
reports that Contractor or Employer has indicated as nonconforming or defective. Indicate corrective
actions that needs to be taken by Contractor to bring nonconforming work into compliance with
requirements.
3.12 Make available testing facilities equipped with appropriate sample collection & testing laboratory
equipment required for conducting material tests as per the requirements of the Service Documents.
Provide proof of timely maintenance, calibrations for the laboratory equipment required for the
Services without any additional cost.
3.13 Exercise due diligence while undertaking extraction/collection of samples, testing & generation of
reports of test results in line with applicable standards for the kind of tests undertaken.
3.14 Administer and supervise the Services by allocating qualified Project representative and full time site
based lab technicians capable of attending technical requirements. All Service Provider’s personnel
for the Project shall be evaluated and reviewed by Contractor. Any such personnel not deemed fit by
Contractor, shall be replaced within 24 hours of written notice issued to Service Provider.
3.15 Submit and review documents in accordance with the Contractor’s Project coordination procedure.
3.16 Ensure that number of tests and frequency of samples to be collected for conducting off site tests are
in accordance with the standards specified in the Service Documents and approved method
statements.
3.17 Issue all certificates, reports, documents as required by Employer and relevant authorities for the
Services and secure all certificates required for the completion and handing over of the Project on
time.
3.18 Comply with the forms and procedures stipulated in the Service Documents for coordination and
execution of the Services.
3.19 Carry out all liaising with and obtain approvals from relevant authorities required for undertaking the
Services.
3.20 Ensure compliance with Contractor’s Project Management Plan and provide weekly and monthly
progress review updates to Contractor’s Representative to meet Employer’s requirements.
3.21 Liaise with Contractor’s Representative and co-ordinate/handle all day-to-day operations for the
Services as required by Employer. Service Provider shall carry out the Services as per the working
hours/timings approved by Contractor’s Representative.
3.22 Carryout all required tests for the Services as per the Service Specifications (except those provided by
Contractor as clearly stated under this Order Confirmation).
3.23 Implement a quality assurance system to demonstrate compliance with the requirements of the
Project.
3.24 Maintain all necessary licenses, insurances and approvals as per statutory regulations within the
Emirate of Dubai and the United Arab Emirates in general.
 3.25 Mobilize and deploy at the Site, workforce that has legally entered the United Arab Emirates and is
permitted by the UAE Ministry of Labour to work for the Services.

4 Service Documents:
Service Provider acknowledges that the Services shall be carried out as per the following Service
Documents which shall be deemed to form part of and be read and construed in accordance with this
Order Confirmation and to be taken as mutually explanatory of one another:

4.1 This Order Confirmation & Annexures;

a. Annexure 1: List of Service Specifications;
b. Annexure 2: List of Service Drawings;
c. Annexure 3: Service Bill of Quantities;
d. Annexure 4: Release Order Form;
4.2 Post Tender Clarifications:
a. Post Tender Clarification No: 1;
b. Post Tender Clarification No: 2;
c. Post Tender Clarification No: 3;
d. Post Tender Clarification No: 4;
e. Post Tender Clarification No: 5;
4.3 Tender Addenda:
a. Tender Addendum No. 1;
b. Tender Addendum No. 2;
c. Tender Addendum No. 3;
d. Tender Addendum No. 4;
e. Tender Addendum No. 5;
f. Tender Addendum No. 6;
g. Tender Addendum No. 7;
h. Tender Addendum No. 8;
i. Tender Addendum No. 9;
4.4 Conditions of Contract;
a. Appendix D : Workmen's Compensation and Employer's Liability Insurance Policy;
4.5 Schedule of Project Requirements;
4.6 Service Specifications;
4.7 Service Drawings;
4.8 Preambles.
An electronic copy of all the Service Documents enumerated from 4.2 to 4.8 are included in CD enclosed
in this Order Confirmation. Upon acceptance of this Order Confirmation, Service Provider acknowledges
and agrees that it has read and understood the Service Documents, Project requirements and commits to
comply with these requirements to achieve Employer’s final approvals on the Services. Service Provider
acknowledges and accepts that the obligations of Contractor expressed or implied, arising out of the
Contract are to be transferred to Service Provider in relation to the Services unless otherwise stated in this
Order Confirmation.
Priority of the Service Documents:
 This Order Confirmation;
 Post Tender Clarifications;
 Tender Addenda;
  Condition of Contract and Appendices;
 Schedule of Project Requirements;
 Service Specifications stated in Annexure 1: List of Service Specifications;
 Service Drawings stated in Annexure 2: List of Service Drawings;
 Preambles;
 Annexure 3 of the Order Confirmation: Service Bill of Quantities;
 Annexure 4 of the Order Confirmation: Release Order Form.
In the event of any conflict, ambiguity or discrepancy between the aforementioned Service Documents the
more onerous obligation, higher standard, better quality or greater quantity (as applicable) shall prevail.
Contractor shall determine and instruct Service Provider accordingly. No instructions issued under this
Clause shall constitute a variation.

5 Service Fee:
Subject to Service Provider’s successful execution and completion of the Services in accordance with the
terms of this Order Confirmation, Service Provider shall be entitled to submit its Invoices periodically up
to the amount of AED 155,858.15 (One Hundred Fifty Five Thousand and Eight Hundred Fifty
Eight and Fifteen fills Only) on a re- measurable basis as per the unit rates stated in Annexure 3 –
Service Bill of Quantities for the actual quantities undertaken by Service Provider, as verified by
Contractor.
The Service Fee includes all costs, expenses, taxes, duties, charges and fees incurred and required for the
performance and successful handing over of the Services in accordance and compliance with the Project
requirements and the prevailing rules, regulations and laws.
In consideration of the payments to be made by Contractor to Service Provider as hereinafter mentioned,
Service Provider hereby covenants with Contractor to complete and maintain the Services and remedy any
defects or omissions therein in conformity with the provisions of this Order Confirmation.
6 Service Defects Liability Period: Not Applicable
7 Services Commencement & Services Completion Date :

7.1 Services
Commencement The date stated on the front page of this Order Confirmation.
Date:

Service Provider shall make suitable adjustments to the sequence of the

7.2 Programme of the Services and without limitation, reorganize its Programme of the Services
Services based on the requirements of Contractor as per the actual progress at the
Project Site.

7.3 Services Completion

Date: Order Confirmation shall remain valid for the entire duration of the Project

Service Provider shall submit a schedule for undertaking the tests and submission of reports within 14
calendar days from the date of receipt of written instructions from Contractor. Service Provider shall
within 14 calendar days of the receipt of this Order Confirmation, prepare a schedule for the Services in
compliance with the Services Completion Date to meet Contractor’s programme and submit the same
 including the native files for the schedule for Contractor’s review and acceptance. Contractor shall review
and notify Service Provider of the changes to be incorporated in the revised submission or notify its
acceptance to Service Provider’s submission. Any comment issued by Contractor shall be incorporated
and resubmitted within 7 calendar days of the receipt of such comments by Service Provider. Service
Provider shall submit Progress Reports to Contractor on weekly or monthly basis in accordance with
Contractor’s instructions, containing information pertaining to progress of the Services based on the
formats included in the Service Documents as approved by Employer.

8 Services Payment:

8.1 Application for the Advance Payment: Not Applicable

8.2 Application for the Services Progress Payment:

Service Provider shall submit a statement to Contractor by 25 th day of each month in a form
approved by Contractor, showing in detail the amounts to which Service Provider considers itself
entitled for in respect of the Services executed during the month. Contractor should evaluate such
statements within 21 days of the receipt of Consultant’s monthly statement, and thereafter seek
additional clarifications /supporting documents in order to make its assessment and certify such
amounts as it considers due to Service Provider within 21 days from the date of receipt of Service
Provider’s monthly statement. Thereafter, Service Provider shall prepare and submit an Invoice
(stating this Order Confirmation reference number) for the amount ascertained by Contractor.

Subject always to Service Provider’s compliance with the above paragraph, the Service Fee shall be
paid on a monthly basis against certified Invoices. The payments due to Service Provider in respect of
each Service Payment Certificate shall be made after incorporating all deductions applicable under
this Order Confirmation including any contra charges or set offs as notified by Contractor and
applicable.

8.3 Payment: Invoices shall be submitted to the following address: The Project Manager, Target
Engineering Construction Co., Project Forte (Plots D1-D2) Main Contract Works – Phase 1,
Downtown Dubai Development

The Service Fee shall be paid via current dated cheques as monthly progress payments for the
Services completed by Service Provider following acceptance by Contractor.

8.4 Time for Services Payment: Thirty (30) days from the date of submission of Invoice following
approved Service Payment Certificate.

8.5 Services Retention Money: Not Applicable

8.6 Any payment made by Contractor to Service Provider shall not be construed as a waiver of the right
of Contractor to object to any Invoice so paid and Contractor shall have right to adjust amount in
subsequent certificates or recover any overpayment, prior to the close out and final account settlement
in relation to this Order Confirmation.

9. Liquidated Damages: Not Applicable

10. Service Performance Bank Guarantee: Not Applicable

11. Health & Safety:

a. Service Provider shall at all times abide by the Health, Safety & Environmental rules & regulations
prevailing in the Emirate of Dubai.
b. Service Provider shall provide all Personal Protection Equipment as well as scope specific safety
accessories as required to its workforce and supervision staff for carrying out the Services.
c. Service Provider shall abide by all safety standards, Specifications and practices as per Contractor’s
safety plans in accordance with requirements of the Service Documents and shall provide all
necessary H.S.E. training to its staff & workers.
d. Service Provider shall be responsible to initiate and maintain safety policy, organization and
responsibilities, systems, development of checklists for all the activities, Site inspection and
implementation of a Health, Safety and Environmental Management System as per the requirements
of the Contract. Within 7 calendar days of issuance of this Order Confirmation and in any event,
prior to commencing the Services at any location on the Site, Service Provider shall submit to
Contractor for his approval a comprehensive Site specific safety plan covering staffing program,
safe work practices, training, risk assessment, emergency planning, access and egress arrangements
and fire prevention programs in accordance with the provisions of this Order Confirmation.

12. Facilities/ Services/ Utilities provided by Contractor:

12.1 Transportation of material samples from the Project Site to Service Provider’s Laboratory.

13. Exclusions to the Services: N.A.

14. Other Conditions:

14.1 This Order Confirmation is subject to Employer’s approval of Service Provider to undertake the
Services on the Project. In case of non-approval by Employer, this Order Confirmation shall be
null and void and shall not give any rise to any liability howsoever on Contractor’s part.
14.2 In the event of termination of Contractor by Employer, Service Provider agrees to assign its rights
and obligations under this Order Confirmation to Employer within seven calendar days of issuance
of written notice by Contractor. Service Provider hereby agrees to do so by way of novation
agreement in a format to be provided by Contractor at its sole discretion. Service Provider shall be
responsible for obtaining all necessary licenses, permits, patent rights and consents which are
required from any licensor and any other person in connection with the construction, operation and
maintenance of the Services, so that all such permits, patents, licenses and consents are in full
force and effect and permit Employer to occupy, operate and maintain the Services free of charge
and without interference from any third party.
14.3 Service Provider agrees that it is its responsibility and obligation to plan, coordinate and sequence
its Services in line with Contractor’s programme requirements as amended from time to time.
Service Provider shall not be entitled to any variation or compensation in respect of the above,
including any modification, alteration and/or revision of the Programme of the Services to match
the Project requirements. Service Provider shall be solely responsible for and shall obtain all
necessary inspections and approvals for the Services. Any delay arising from such inspections and
approvals shall not constitute any grounds for any Service Provider’s claim for the extension of
time or additional payment.
14.4 Service Provider represents and warrants that it is having a valid trade license and lawfully
registered and qualified to perform the Services in the Country of operations and agrees that it, at
its sole cost and expense, is responsible for causing such registration and qualification to continue
in full force and effect during the Programme of the Services.
14.5 Any additional or substituted works/services to be performed pursuant to Contractor’s written
instruction (Variation Order) shall be evaluated on the basis of the rates stated in the Service Bill
of Quantities submitted by Service Provider. In the event that the Service Bill of Quantities does
not contain unit rates applicable to the variation, Contractor and Service Provider shall mutually
agree to a suitable unit rate, however Service Provider shall submit all relevant supporting
documents as requested by Contractor in order for Contractor to assess and finalize a suitable unit
rate. In the event of disagreement in finalizing the rates or until such time as rates or prices are
agreed or fixed, Contractor may fix such rates or prices as are, in its opinion, appropriate and
notify Service Provider accordingly. To enable on-account payments, 70% of Contractor’s
assessment shall be included until such time as the Service Variation Order has been agreed and
signed.
14.6 Service Provider shall proceed with any works/Services or changes as instructed by Contractor’s
Representative and shall not use or rely upon Clause 14.5 as grounds for not proceeding with any
instructions given by Contractor, but shall obtain written confirmation from Contractor’s Head
Office commercial department prior to proceeding with such instructions, which will be thereafter
valued by Contractor.
14.7 If Service Provider considers itself to be entitled to any extension of the Services Completion Date
due to the delay caused by Employer and/or Contractor with regards to the Services, then Service
Provider shall give notice to Contractor not later than 7 days from the date of the event, failing
which Contractor shall be discharged from all liability in connection with any such claim. Within 7
calendar days from the submission of the notice, Service Provider shall furnish the detailed
particulars of the claim for the evaluation by Contractor. If the event or circumstance giving rise to
the claim is of a continuing nature then Service Provider shall after giving notice as per this
Clause, furnish the detailed particulars at monthly intervals to Contractor. Within 7 calendar days
after the completion of the event or circumstance giving rise to the claim finishes or comes to an
end Service Provider shall submit a final claim. Without admitting any liability to approve Service
Provider’s claim, Contractor after receiving a notice in accordance with this Clause, may monitor
the record-keeping and/or instruct Service Provider to submit further contemporary records.
Service Provider shall permit Contractor to inspect all records, and shall (if required by Contractor)
submit copies of such records to Contractor. Within 30 calendar days of receipt of the claim or any
further records supporting a previous claim from Service Provider, Contractor shall endeavor to
respond with approval or with disapproval and comments. Contractor may also request any
necessary further particulars, but shall nevertheless give its response on the principles of the claim
within such time. Notwithstanding the above, Contractor shall not be obliged to consider any claim
which is concurrent with any Service Provider’s delays.
14.8 In case Contractor identifies lack of workers or equipment as the reason for slippage in Service
Provider’s Programme of the Services, Contractor reserves the right to deploy additional
manpower or alternative Service Provider for the Services and back charge the costs incurred by
Contractor to Service Provider.
14.9 Service Provider shall maintain Insurances such as Workmen’s Compensation Insurance in
connection with the execution of the Services, as per the forms, limits and indemnity as per the
Project requirements and in accordance with prevalent law of the land. The copy of insurance
policies in respect to the Services shall be provided to Contractor within 7 working days upon the
issuance of this Order Confirmation. In the event that Service Provider fails to comply with the
conditions imposed by the insurance policies, effected pursuant to the Order Confirmation, Service
 Provider shall indemnify Contractor against all losses and claims from such failure. The insurance
company and the insurance policies shall be subject to Contractor’s approval.
14.10 If Service Provider is unable or unwilling to execute the Services with due diligence and dispatch,
correct or cause to be corrected any defect in Services or fails to remedy or comply with any other
provisions of this Order Confirmation within 7 calendar days of written notification by Contractor,
then Contractor may employ or pay other persons or entities to carry out such works or repairs as
Contractor may consider required, and all expenses properly incurred by Contractor in so doing
shall be recoverable from Service Provider. Such corrective action by Contractor shall be without
prejudice to the provisions stated in Clause 17.
14.11 Service Provider shall be required to provide Contractor with full and detailed breakdown of the
Service Fee or of any of his rates or the rates of his service providers, whether nominated or
otherwise, within 48 hours of being so requested to do so by Contractor. The breakdown is to show
the actual calculations of the preliminaries, labour, material costs for the Services in the build-up
of measured rates with on-costs and overheads and any other allowances used to arrive at the final
rate or the Service Fee.
14.12 Service Provider warrants the soundness and stability of the Services performed in relation to this
Order Confirmation and any liability thereof, subject to the requirements of the Contract and the
laws and regulations in force in the Emirate of Dubai, shall be borne by Service Provider.
14.13 No failure to exercise and no delay by either Contractor or Service Provider in exercising any
right, power or privilege under the Order Confirmation shall operate as a waiver thereof nor shall
any single or partial exercise by either Contractor or Service Provider of any right, power or
privilege preclude any other or further exercise thereof or the exercise of any other right, power or
privilege.
14.14 Unless prohibited by law, Service Provider expressly agrees that Contractor shall, if so instructed
by Employer, may assign to Employer the benefit (and at Employer's option, the burden) of this
Order Confirmation for the provision of any Service Provider’s Services.
14.15 N.A
14.16 If Service Provider’s Representative is to be temporarily absent from the Services, Service
Provider shall appoint another of its suitably competent employees approved in writing by
Contractor to act as Service Provider’s Representative during such temporary absence and shall
notify Contractor of such appointment.
14.17 Contractor shall be at liberty to object to and require Service Provider to remove (or cause to be
removed) forthwith from the Site any person employed by Service Provider, who in the opinion of
Contractor misconducts himself, or is incompetent or negligent in the proper performance of his
duties, or fails to conform with any provisions of this Order Confirmation or conducts himself in a
manner which is prejudicial to safety, health or the protection of the environment, or whose
employment is otherwise considered by Contractor to be undesirable; and such person shall not be
again employed upon the Services without the prior written permission of Contractor.
14.18 N.A.
14.19 N.A.
14.20 Service Provider shall visit the Site and shall be responsible for obtaining all information, which
may be necessary for the purpose of undertaking the Services. The data included in this Order
Confirmation is given without any guarantee that the information is truly representative of the
entire Site. The provision of this information shall not absolve Service Provider from responsibility
for making its own investigations of the Site and interpreting and judging the completeness of the
information provided to Service Provider. To the extent which was practicable (taking account of
cost and time), Service Provider shall be deemed to have obtained all necessary information as to
risks, contingencies and other circumstances which may influence or affect the Services. To the
same extent, Service Provider shall be deemed to have inspected and examined the Site, its
surroundings, the above data and other available information, and to have been satisfied before
 entering into this Order Confirmation as to all relevant matters. Any failure to fully investigate the
Site and/or the foregoing instructions shall not relieve Service Provider from his responsibility for
estimating properly any difficulties or procuring the successful performance of the Services.
14.21 N.A.
14.22 Any neglect or failure on the part of Service Provider to obtain reliable information on the spot or
any other matters affecting the execution, completion and maintenance of the Services shall not
relieve Service Provider from any risks or liabilities or from the responsibility of completing and
handing over the Services to Employer all as defined in this Order Confirmation.
14.23 Unpriced items (if any) in the Service Bill of Quantities shall be deemed to be included in the
Service Fee. Failure by Contractor to discover any error in the rates/ prices contained in the
Service Fee proposed by Service Provider shall not entitle Service Provider to make a claim for
payment against the error.
14.24 Service Provider shall indemnify Contractor, its personnel and Employer, its personnel from any
claim or demand from accident, injury, damage, loss and/or compensation of any kind whatsoever
and howsoever arising out of or in connection with all claims and demands which may be made
against Service Provider arising out of any failure by Service Provider in the performance of its
obligations under any of the provisions of this Order Confirmation.
14.25 N.A
14.26 N.A
14.27 Except as provided for in Order Confirmation, the Service Documents or information relating to
the Services shall not be copied or reproduced in any way or sent, conveyed or transmitted by
Service Provider to any other third party without obtaining Contractor’s prior written
authorization.
14.28 Service Provider shall be responsible for any disturbance of and damage to existing facilities,
permanent or temporary, which may be caused by Service Provider in carrying out the Services,
remedying of defects therein or other activities under this Order Confirmation. Any repair work
thereto and any temporary facility required in order to avoid such disturbance or damage shall be
Service Provider’s responsibility and shall be carried out at Service Provider’s cost.
14.29 Service Provider shall submit all required documents as per the provisions of the Service
Documents within sufficient time frame which enables Contractor to fulfill its obligations under
the Contract.
14.30 The Service Fee is fixed for the duration of the Contract and shall not be subject to any adjustment
in respect of rise or fall in the cost of labour, materials, Service Provider's Equipment, transport or
any other matters affecting the cost of execution of the Services.
14.31 N.A
14.32 Service Provider shall make full allowance in its Service Fee for all costs arising from
coordination with any other parties, design consultants or Service Providers on the Site and works
which may be performed in the vicinity of the Services as well as dealings with any authorities or
Services departments. All coordination efforts should ensure proper order of work and mitigate any
conflict that may develop. Service Provider shall anticipate in its Programme of the Services and
shall calculate the Service Fee in the knowledge that the Services may be interfered or temporarily
delayed from time to time on account of such normal concurrent activities.
14.33 All notices served under this Order Confirmation by Service Provider to Contractor shall be made
to the same address stated in Clause 8.4. The notices served under this Order Confirmation by
Contractor to Service Provider shall be made to Service Provider’s address stated in the face of this
Order Confirmation. Service Provider and Contractor shall inform each other of any changes in
their respective address details if any during the duration of the Services. All notices served under
this Order Confirmation shall be made through registered mail, courier Services, personal mail
delivery or facsimile transmission (with transmission confirmation). All notices received by
Contractor outside the normal working hours (8:00am to 5:00 pm, Sunday to Thursday) shall be
 considered as being received on the next working day. Any notices required to be given under this
Order Confirmation shall be in the English Language which shall be the ruling language of this
Order Confirmation.
14.34 N.A.
14.35 Service Provider expressly acknowledges and agrees that it is required to provide Service
Performance Bank Guarantee (if required as per this Order Confirmation) and Advance Payment
Guarantee (if required as per this Order Confirmation) within 14 calendar days from the date of
issuance of this Order Confirmation and evidence that it has purchased and effected the required
insurances as required in accordance with this Order Confirmation as a condition precedent to any
of Contractor’s obligations commencing under this Order Confirmation. No payments to Service
Provider shall be released prior to the receipt of all of these guarantees and insurances.
14.36 Service Provider shall not suspend or refuse to proceed with Contractor’s written instructions for
the duration of the Services citing any reason including any disagreement.
14.37 Contractor shall have the right to suspend at any time, at its sole discretion, the performance of all
or any Portion of the Services by giving 24 hours prior notice in writing. If Service Provider
suffers delays and/or incurs costs from complying with Contractor’s instruction, Service Provider
shall give notice to Contractor within seven (7) days after receipt of such notice to suspend.
Whereupon, Service Provider shall be entitled, subject to notification and compliance with its
obligations under this Order Confirmation to:
a) Extension of the Services Completion Date if delayed as a direct consequence of the
suspension. Any extension of time (if necessary) shall be determined through analysis of
critical path.
b) The reimbursement of the actual and documented additional costs incurred at the Site in
respect to labor and equipment idle during suspension period plus a five percent (5%) fee as
an all-inclusive compensation for including but not limited to administrative costs, overheads,
financial charges and profit.
Notwithstanding the above, Service Provider shall not be entitled to an extension of the
Services Completion Date and/or additional payments in the event of suspension of the
Services by Employer, unless Contractor is able to obtain entitlement for an extension of time
and/or additional payment from Employer.
14.38 In case any provision of this Order Confirmation, for any reason, be held invalid or unenforceable
in any respect, the invalidity or unenforceability will not in any way vitiate this Order
Confirmation or affect any other provision of this Order Confirmation, and this Order
Confirmation will be construed as if the invalid or unenforceable provision had not been included.
14.39 Service Provider shall not withhold any tests or reports in case any of any dispute and shall
continue to fulfill its obligations.
14.40 Any defects, mistakes or errors committed by Service Provider shall be at its sole responsibility
and Service Provider shall rectify them at its own expense without any implications on the
Programme of the Services.
14.41 Unless prohibited by law, Service Provider shall, if so instructed by Contractor within 14 days of
termination due to Service Provider’s default as per the provisions of this Order Confirmation,
assign to Contractor the benefit of any agreement for the supply of any goods or materials or
Services and/or for the execution of any Portion of the Services for the purpose of this Order
Confirmation, which Service Provider may have entered into.
14.42 The Services shall include any Service Provider’s Equipment, systems that are deemed by
Employer as required for the safe and efficient operation or that are required by the relevant
authorities, in connection with the Services.
14.43 This Order Confirmation is made on the basis of no exclusions, qualifications or deviations from
any of the Service Documents, terms, conditions or requirements. Service Provider shall carry out
 the Services in full compliance with the Service Documents to obtain approval from Employer and
any statutory authorities or other bodies required by or inferred from this Order Confirmation.
14.44 This Order Confirmation constitutes the entire agreement between Service Provider and Contractor
in respect of the Services and supersedes any prior representations and understandings prior to the
date of this Order Confirmation. There are no other promises, conditions, agreements,
understandings or other agreements, whether written or verbal, between Contractor and Service
Provider in relation to the Services.

15. Governing Law – Settlement of Disputes:

15.1 This Order Confirmation is governed by the laws of Dubai, UAE.
15.2 All differences or disputes arising out of or in connection with the Order Confirmation shall be
notified and resolved in accordance with the following:
i. Service Provider shall continue to proceed with the execution of the Services with due
diligence, irrespective of differences, dispute or questions between Contractor and Service
Provider arising out of or in connection with the Order Confirmation and of the steps taken in
order to attempt to resolve the same as hereafter described.
ii. Contractor’s and Service Provider’s Representatives shall try to settle any dispute arising
under or in relation to this Order Confirmation amicably, at Project Site level.
iii. In the event the difference, dispute or question between Contractor and Service Provider
arising out of or in connection with the Order Confirmation (whether before or after
completion of the Services and whether before or after termination, abandonment or breach of
the Order Confirmation) cannot be solved amicably between Contractor and Service Provider
at Project Site level, Contractor and Service Provider shall set a date for meeting at appropriate
levels, through representatives not directly involved in the performance of the Services in order
to attempt to resolve the same by amicable agreement within sixty (60) calendar days from
date of notification of either party.
iv. All disputes arising in connection with the Order Confirmation shall be finally resolved under
the Rules of Arbitration of the Dubai International Arbitration Centre (DIAC) by one or more
arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Dubai,
United Arab Emirates.
The arbitrator(s) shall decide according to the provisions of the applicable law. The procedural
rules governing this arbitration shall be, in order of priority:
 Those contained in the DIAC Rules of Arbitration and where those rules remain silent,
 Those contained in the terms of reference to be agreed and where the terms of reference
remain silent,
 Any rules which the Arbitral Tribunal shall determine from time to time by procedural
orders with reference to procedural principles applicable in civil law countries after
consultation with the parties. The language of Arbitration shall be English.
The Arbitration award shall be final and binding for Contractor and Service Provider.
15.3 Service Provider shall comply with all laws, regulations and orders of the Emirate of Dubai and
U.A.E. in the performance of the Order Confirmation. Such laws include without limitation any
law (national, state, municipal, local or other), requirement, ordinance, rule, decree, regulation or
order of any governmental authority or agency of the Emirate of Dubai or the U.A.E. (state,
national, municipal, local or other).

16 Force Majeure:
 Any delay or failure in the performance of the respective obligations by either Contractor or Service
Provider shall be excused if and to the extent caused by the occurrence of a Force Majeure. In this
Order Confirmation, Force Majeure shall mean an exceptional event or circumstance:
(a) which is beyond a party’s control; and
(b) which such party could not reasonably have provided against before entering into the Contract;
and
(c) which, having arisen, such party could not reasonably have avoided or overcome; and
(d) which is not substantially attributable to the other party.

For purposes of this Order Confirmation, Force Majeure shall mean the exceptional events or
circumstances listed below, provided that conditions (a) to (d) above are satisfied:

(i) war, terrorism, riot, commotion or disorder in the Emirate of Dubai; or

(ii) munitions of war, explosive materials, ionizing radiation or contamination by radio-activity
from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radio-
active toxic explosives or other hazardous properties of any explosive nuclear assembly or
nuclear components thereof except as may be attributable to the Service Provider’s use of
such munitions, explosive materials, radiation or radio activity.

In such case the affected party shall notify the other party of the Force Majeure event and neither
party shall be liable for delays or additional expenses incurred by either party.  For clarity Force
Majeure shall not include financial distress of either Contractor or Service Provider and late
provision of Services. In the event of any dispute, the party claiming to be affected by Force
Majeure shall bear the burden of proving that it is so affected and shall:
16.1 Notify the other party of the Force Majeure event and its impact on performance under this Order
Confirmation; and
16.2 Use best efforts to resolve any issues resulting from the Force Majeure event and perform its
obligations hereunder.

17 Termination:
Contractor shall have the right to terminate this Order Confirmation if:
17.1 Service Provider fails to execute the Services or to perform its other obligations in accordance with
the Order Confirmation after being required in writing with a notice of 7 days by Contractor; or
17.2 Service Provider has failed to submit insurances in accordance with Clause 14 of this Order
Confirmation; or
17.3 Service Provider fails to proceed with the Services with due diligence within 7 days after being
instructed in writing by Contractor; or
17.4 Service Provider commits an act of bankruptcy or enter into a deed of arrangement with its creditors
or Employer go into liquidation; or
17.5 Service Provider fails to perform and execute the Services in full accordance with the Clause 7 of
this Order Confirmation; or
17.6 Service Provider fails to perform or execute the Services for a period of 10 days or more due to a
Force Majeure event.

This Order Confirmation shall be binding on both parties upon its signature by the authorized
representative of each party below. Kindly confirm your acceptance by signing, stamping and
returning this Order Confirmation.
Yours faithfully,
 Amine Nasser
Division Director -CIBD
Accepted by: Arab Center
Authorized signatory

Name:

Title:

Date:

Appendices: Service Documents (Soft Copy)

 Post Tender Clarifications:

a. Post Tender Clarification No: 1;
b. Post Tender Clarification No: 2;
c. Post Tender Clarification No: 3;
d. Post Tender Clarification No: 4;
e. Post Tender Clarification No: 5;
 Tender Addenda:
a. Tender Addendum No. 1;
b. Tender Addendum No. 2;
c. Tender Addendum No. 3;
d. Tender Addendum No. 4;
e. Tender Addendum No. 5;
f. Tender Addendum No. 6;
g. Tender Addendum No. 7;
h. Tender Addendum No. 8;
i. Tender Addendum No. 9;
 Conditions of Contract;
a. Appendix C: Machinery All Risks Insurance Policy;
b. Appendix D: Workmen's Compensation and Employer's Liability
Insurance Policy;
c. Appendix E: Contractor's All Risks Insurance Policy;
 Schedule of Project Requirements;
 Service Specifications;
 Service Drawings;
 Preambles.