1.1 The Contractor
shall, subject to the terms and conditions of this agreement, supply, deliver,
install and commission one (1) unit of AUTOMATED STORAGE AND RETRIEVAL SYSTEM
and all the components and accessories for the aggregate price of US Dollars
one million US dollars only_ ($1000000) (“the price”).
1.2 The Contractor
shall be responsible for the furnishing of all designs, labour and tools for
the supply, programming, delivery, installation, testing and commissioning of
1.3 The price is
exclusive of Goods and Services Tax (‘GST’).
The GST, if any, will be borne by OCTAL.
2.1 This agreement
including Annex A, constitutes the entire agreement between the parties hereto
and supersedes all previous correspondence and agreements (oral or written)
exchanged or made between the parties.
For the avoidance of doubt, the contents of Annex A shall be binding on
the parties and the parties shall abide by their obligations thereunder.
3.1 This agreement is
personal to the Contractor and shall not be assigned or novated either as to
the whole or any part thereof.
3.2 OCTAL may, by
notification to the Contractor, assign or novate the whole or any part of this
agreement to any party. The Contractor
shall be deemed to have consented to such assignment or novation which shall be
effective on the date that OCTAL notifies the Contractor.
COMPLETION OF SUPPLY, INSTALLATION
OF THE EQUIPMENT
4.1 The Contractor
shall fully complete the supply, delivery, installation of the Equipment by
one year and six months.
5.1 The Contractor
shall carry out and complete the supply, delivery, installation of the Equipment and test the Equipment in accordance with the directions of and to the
satisfaction of OCTAL. The Contractor
shall also at the request of OCTAL supply OCTAL with a certified true copy of
the manufacturer’s test sheet.
5.2 The Equipment which is to be properly packed and secured in
such manner as to reach its destination in good order under normal conditions
of carriage shall be delivered to OCTAL -designated premises at Salalah free
zone by the date specified in Clause 4 hereof and the price includes
delivery. On delivery OCTAL will
acknowledge the receipt of the Equipment but such acknowledgement is only provisional and not an acceptance of
the Equipment until the Certificate
of Acceptance is issued by OCTAL. The
issue of such Certificate of Acceptance shall not relieve the Contractor from
its responsibility under Clauses 5.3, 6 and 7 hereof.
5.3 If the Equipment comprises any components or accessories manufactured
by a person other than the manufacturer of the Equipment the Contractor shall nevertheless deliver the Equipment duly equipped with such components and
accessories and all the provisions of this agreement shall have effect in
5.4 Without prejudice to any other
provision contained in this agreement, including without limitation Clauses 5.5
and 17, payment for the Equipment shall be made as follows:
Percentage of price
Within thirty (30) days of the date of issue of the Certificate of
Acceptance by OCTAL.
Within thirty (30) days of the date of completion of delivery of all
items under the agreement, including spare parts list, manuals and letter of
undertaking as per Clause 6.7 hereof etc.
5.5 Notwithstanding any other provision to the contrary
contained in this agreement, OCTAL will be entitled, at any time and from time
to time, without notice to the Contractor, to set off and deduct from any and
all amounts payable by OCTAL to the Contractor (whether under this agreement or
any other agreement), any and all sums that may be due and owing by the
Contractor to OCTAL, whether under this agreement or otherwise (including
without limitation, any liquidated damages payable under any of the clauses of
this agreement, or any amounts previously overpaid to the Contractor).
6.1 The Contractor HEREBY WARRANTS that the Equipment
shall be free from defective parts and labour for a period of not less than
twelve (12) calendar months from the date of commencement of warranty as
specified in the Certificate of Acceptance issued by OCTAL. The Contractor also HEREBY WARRANTS that the Equipment has no design flaws or defects
for a period of not less than five (5) years from such date of commencement of
6.2 Any fault due to
material, workmanship or structural faults or design flaws or defects which may
be observed during the relevant warranty period specified in Clause 6.1 shall
be made good by the Contractor at its own expense which shall include the cost
of labour and replacement of parts. The Contractor shall provide its Oman-based
service representative to supervise warranty labour work. All parts repaired and/or replaced during the
relevant warranty period specified in Clause 6.1 shall be warranted for an
additional year from the date of such repair and/or replacement and be subject
to approval by OCTAL. In the event that
any single part is repaired and/or replaced within the twelve (12) month
warranty period specified in Clause 6.1 more than twice, that part shall be
considered to be a defective design and the warranty period of five (5) years
specified in Clause 6.1 shall be applied.
6.3 For the purpose
of making good any fault, the Contractor shall proceed with reasonable despatch
to carry out repairs and remedial work, and minimise the down-time or
non-availability of the Equipment. The
Contractor shall have appropriate personnel, familiar with the equipment,
available for on-call warranty servicing seven (7) days per week, twenty-four
(24) hours per day. The Contractor shall
commence remedial action within two (2) hours from receipt of notice from OCTAL
requiring such action to be taken. The
Contractor shall supply all necessary tools and manuals for servicing of the
equipment. Unless prior notice is given and accepted by OCTAL, no repair or
remedial work shall take more than one (1) day.
6.4 If the Contractor
fails to complete the repairs and remedial works to the satisfaction of OCTAL
within the said period of one (1) day specified in Clause 6.3, the Contractor
shall pay OCTAL damages of one percent (1%) of the price/$100, per day or part
of a day that the Equipment is not available as a consequence of such delay in
repair or remedial work.
6.5 The design
warranty shall require the Contractor to replace the defective design affecting
the Equipment regardless whether the Equipment in question has failed before or
within the twelve (12) calendar month warranty period.
6.6 The Certificate
of Acceptance shall be issued by OCTAL within two (2) weeks from the date of
commissioning of the Equipment. “The date of commissioning of the Equipment”
means the date on which the Equipment is commissioned by the Contractor’s local
engineer on site and is found functionally operational and acceptable by OCTAL.
6.7 The Contractor
shall submit to OCTAL a letter of undertaking from the manufacturer(s) of the
Equipment such that the manufacturer(s) would fulfil Clauses 6 and 7 of this
agreement should the Contractor fail to do so.
OF SPARE PARTS
7.1 The Contractor
shall provide OCTAL with a list of spare parts/components required for monthly,
half-yearly and yearly preventive maintenance, and a recommended spare
parts/components list. The Contractor shall hold stock in Oman of the items and
units of spare parts/components as approved by OCTAL to a total value of not
less than ten percent (10%) of the amount awarded, for the duration of the
Clause 7.1, the Contractor guarantees that the spare parts/components necessary
for the efficient working of the Equipment shall be readily available at all
times for fifteen (15) years from the date of issue of the Certificate of Acceptance
by OCTAL. The Contractor guarantees that
it will deliver or procure the delivery of the said spare parts/components to
OCTAL within fourteen (14) days from the date of OCTAL’s purchase order,
failing which (time being of the essence), the Contractor shall pay OCTAL
liquidated damages at the rate of ten percent (10%) of the cost of the spare
parts/components ordered for each day or part of a day that delivery is
7.3 The Contractor
shall not be relieved of its obligations under the agreement should there be a
transfer or change of agency for any reason whatsoever.
OR DELAY TO COMPLETE THE SUPPLY, INSTALLATION AND COMMISSIONING OF THE EQUIPMENT
8.1 Time is of the
essence in this agreement and the completion date specified in Clause 4 hereof
shall be strictly adhered to. In the
event of failure or delay by the Contractor to complete the supply,
installation and commissioning of the Equipment within the date specified
otherwise than in the circumstances provided for in Clause 9 hereof or any
extension of time which OCTAL at its sole discretion may grant, the Contractor
shall pay OCTAL liquidated damages as follows: