لخّصلي

SCHEDULE "C" CONTRACT NO. RFX4000072077

CONTRACT PRICE AND PAYMENT PROVISIONS
LUMP SUM

1. CONTRACT PRICE AND VAT

1.1 CONTRACT Price
1.1.1 As full and complete compensation for CONTRACTOR's performance of the WORK and all of CONTRACTOR's obligations hereunder in accordance with the terms and conditions of this CONTRACT, COMPANY shall pay CONTRACTOR a lump sum CONTRACT Price of SR: as set forth in the pricing attachment to this Schedule “C”. (exclusive of any applicable VAT)
1.1.2 The CONTRACT Price constitutes the entire compensation due CONTRACTOR for the WORK and all of CONTRACTOR's obligations hereunder regardless of difficulty, hours worked, or materials or equipment required. The CONTRACT Price includes, but is not limited to, compensation for all applicable taxes (other than VAT as provided in Paragraph 1.2 of this Schedule “C”), custom duties, fees of every kind and nature, catering and accommodation, travel time to and from the WORK SITE, all overheads, profits, and all other direct and indirect costs incurred or to be incurred by CONTRACTOR hereunder. The CONTRACT Price also covers all overtime premiums and payments throughout the CONTRACT duration, up to and including Final Acceptance of the WORK.
1.1.3 The CONTRACT Price set forth above and the Rates and Prices set forth in the Pricing Attachment to this Schedule "C" are fixed and are not subject to escalation for any reason. As such CONTRACTOR shall not request adjustment in compensation due to increase in price for any reason.

1.1.4 No adjustment in compensation shall be made as a result of changes in the value of any currency.
1.1.5 The CONTRACT Price is broken down into several components representing compensation for the constituent portions of the WORK as shown in the Pricing Attachment of this Schedule “C”:
1.1.5.1 An amount to compensate CONTRACTOR for the complete engineering and design of the PROJECT or PROJECT PORTIONS.
1.1.5.2 An amount to compensate CONTRACTOR for the procurement, and delivery of all materials and equipment for the PROJECT or PROJECT PORTIONS.
1.1.5.3 An amount to compensate CONTRACTOR for the complete construction and installation of all the components, assemblies, or structures installed by CONTRACTOR for the PROJECT or PROJECT PORTIONS.
1.1.5.4 An amount to compensate CONTRACTOR for the complete testing and commissioning of the PROJECT or PROJECT PORTIONS.
1.1.5.5 An amount to compensate CONTRACTOR for the procurement, and delivery of the Operational Spare Parts for the PROJECT or PROJECT PORTIONS. (N/A)
1.1.5.6 An amount to compensate CONTRACTOR for procurement, and delivery of the Special Tools and Test Equipment for the PROJECT or PROJECT PORTIONS. (N/A)

1.1.5.7 An amount to compensate CONTRACTOR for the provision of Training of COMPANY personnel for the PROJECT or PROJECT PORTIONS.

1.1.5.8 The CONTRACT Price shall be adjusted only by an AMENDMENT signed by both parties. Compensation for Changes and any AMENDMENT in the CONTRACT Price shall also be broken down in the format set forth in the Pricing Attachment to this Schedule "C".

1.2 Value Added Tax (VAT)

1.2.1 COMPANY shall, in addition to the CONTRACT Price set forth in Paragraph 1.1 of this Schedule “C”, pay CONTRACTOR a sum equal to the VAT chargeable on the value of Goods supplied and Services completed in accordance with the CONTRACT on the following conditions:

1.2.1.1 The chargeable VAT shall only be payable by COMPANY if CONTRACTOR issues a valid Tax Invoice within the time limits and requirements set forth in the Saudi Arabia Value Added Tax Law and its Implementing Regulations.

1.2.1.2 The VAT on the value of the supplied Goods and completed Services under the CONTRACT shall be charged at the prevailing rate.

1.2.1.3 COMPANY shall have the right to hold paying such paid VAT amounts till final acceptance of Work or Services.

1.2.1.4 The VAT shall be shown separately on all CONTRACTOR invoices submitted pursuant to the CONTRACT as a strictly net extra charge to make each such invoice a valid Tax Invoice for VAT purposes.

1.2.1.5 Payment of a Tax Invoice by COMPANY will not be construed as an evidence that the Goods have been supplied and the Services have been completed by CONTRACTOR in accordance with the CONTRACT but as a payment on account only.

1.2.1.6 CONTRACTOR shall indemnify COMPANY on continuing basis against any liability, including any financial charges, penalties or costs incurred, which is levied, demanded or assessed on COMPANY at any time in respect of CONTRACTOR’s failure to account for or to pay any VAT relating to payments made by COMPANY to CONTRACTOR under the CONTRACT. Any amounts due under this Paragraph 1.2.1.5 shall be paid by CONTRACTOR to COMPANY within seven (7) calendar days before the date upon which the tax or other liability is payable by COMPANY.

1.2.2 The provisions of this Paragraph 1.2 shall also apply to all other VAT payments by COMPANY to CONTRACTOR under the CONTRACT

2. 
   

    COMPENSATION FOR CHANGES
   
   

   
   

The compensation due CONTRACTOR or the credit due COMPANY for Changes shall be established on one or more of the following bases, as determined by COMPANY:

2.1 Lump Sum price to be negotiated between COMPANY and CONTRACTOR,
2.2 Unit Rates and Prices as set forth in the Pricing Attachment of this Schedule "C",
2.3 Such negotiated unit rates lower than those established under Subparagraph 2.2 above.

Once established, the amount of the compensation due CONTRACTOR or credit due COMPANY for a Change shall not be subject to adjustment for any reason, including changes in the value of any currency.
3. REIMBURSEMENT OF CUSTOMS DUTIES
3.1 Notwithstanding the provisions of Paragraph 1.2 of this Schedule "C", COMPANY shall, pursuant to Paragraph 6.8 of Schedule "A" of this CONTRACT, either reimburse CONTRACTOR or deduct from CONTRACTOR invoices the difference, as the case may be, if any, between the customs duties prevailing on the date the CONTRACTOR submitted its Commercial Proposal for this CONTRACT and the amount actually paid by CONTRACTOR for the importation of materials and equipment (including spare parts and tools) into the Kingdom of Saudi Arabia to be incorporated into the PROJECT and for the importation of CONTRACTOR'S equipment (including spare parts and tools) to be used in performing the WORK.
3.2 CONTRACTOR's invoices under Paragraph 3.1 of this Schedule “C” shall be supported by verifiable and auditable (Original/carbonized) importation documents consisting of, but not limited to, the following:
3.2.1 Proforma Supplier's Invoice.
3.2.2 Consular Invoice.
3.2.3 Bill of Lading.
3.2.4 Saudi Port Importation Declaration and Customs Receipts documenting payments at the point of discharge.

4. 
   

    INVOICING AND PAYMENT
   
   

   
   

4.1 Invoicing

On or before the tenth day of each Gregorian calendar month during the progress of the WORK, CONTRACTOR shall submit a consolidated invoice for the completed items of WORK and the applicable VAT along with a valid Tax Invoice in respect of such completed WORK. If a CONTRACTOR invoice for the completed WORK (i.e., supplied Goods or completed Services) does not include a valid Tax Invoice, COMPANY will not make any payment on such completed WORK. The invoice shall separately show the value of the completed WORK, VAT and total invoice amount composed of:

The CONTRACTOR’s invoice for the completed items of WORK shall be for each currency of the CONTRACT Price, sub-totaled as applicable by Job Orders and Phase Orders, composed of:

4.1.1 The CONTRACT price component for engineering and design for the PROJECT or PROJECT PORTIONS as detailed in the Pricing Attachment to this Schedule "C", which shall be invoiced in accordance with the percentages indicated below:

Item No.
Description (Percentage of Total Engineering and Design Price)

1 Upon submission and approval by COMPANY of base Design 30%
2 Upon submission and approval by COMPANY of detailed Design 70%
Total engineering and design Price (1+2) 100%

a) CONTRACTOR shall obtain approval of COMPANY for the proposed list of Key Drawings prior to presentation of the first invoice.

b) CONTRACTOR shall, within thirty (30) days after the effective date of the CONTRACT, submit to COMPANY, for approval, the "Proposed List of Key Drawings".

4.1.2 The CONTRACT Price component for the procurement and delivery of all materials and equipment for the PROJECT or PROJECT PORTIONS, as detailed in the Pricing Attachment of this Schedule “C” as follows:

a) Ninety percent (90%) of the price allocated to each material item will be invoiced upon receipt and after passing COMPANY inspection at the WORK SITE, supported by copies of suppliers' invoices, proof of shipping, customs clearance and other delivery notes.

b) The remaining ten percent (10%) of the price allocated to each material item will be invoiced upon complete installation of that material item.

c) CONTRACTOR shall submit a list of materials and equipment for each separable portion of the PROJECT for review and acceptance by COMPANY REPRESENTATIVE before submitting the first invoice that includes materials and equipment.

4.1.3 The CONTRACT Price component for construction and installation of the components, assemblies, or structures installed by CONTRACTOR as detailed in the Pricing Attachment of this Schedule “C”. The amounts to be invoiced for construction and installation shall be for percentage (%) of WORK completed at the end of the invoice period, less amounts previously invoiced.

4.1.4 The CONTRACT Price component for Testing and Commissioning of the PROJECT or PROJECT PORTIONS as detailed in the Pricing Attachment of this Schedule “C” . The amount to be invoiced for Testing and Commissioning shall be for percentage (%) of WORK completed at the end of the invoice period, less amount previously invoiced.

4.1.5 Upon the Technical Completion of the PROJECT or PROJECT PORTIONS with a maximum of Ten percent (10%) of CONTRACT Price, provided that CONTRACTOR has met the requirements stipulated in paragraph 17.3 of Schedule "A", and acceptance of the WORK by COMPANY.

         4.1.6	The CONTRACT price component for the procurement and delivery of the Operational Spare Parts for the PROJECT or PROJECT PORTIONS as detailed in the Pricing Attachment as follows (N/A).

a) Ninety percent (90%) of the price allocated to the Operational Spare Parts will be invoiced upon delivery by CONTRACTOR and inspection at COMPANY warehouse(s), supported by copies of suppliers' invoices, proof of shipping, customs clearance and acceptance by COMPANY.
b) The remaining ten percent (10%) of the price allocated to the Operational Spare Parts will be invoiced upon Final Acceptance of the WORK.

4.1.7 The CONTRACT Price component for the procurement, and delivery of the Special Tools and Test Equipment for the PROJECT or PROJECT PORTIONS as detailed in the Pricing Attachment as follows: (N/A)

a) Ninety percent (90%) of the price allocated to the special tools and test equipment will be invoiced upon delivery by CONTRACTOR and inspection at COMPANY warehouse(s), supported by copies of suppliers' invoices, proof of shipping and customs clearance, and acceptance by COMPANY.
b) The remaining ten percent (10%) of the price allocated to the Special tools and Test Equipment will be invoiced upon Final Acceptance of the WORK.

4.1.8 The CONTRACT Price component for the provision of Training to COMPANY personnel as detailed in the Pricing Attachment as follows :

a) Ninety percent (90%) of the price allocated to the Training will be invoiced upon completion of all services and works related to training and acceptance by COMPANY.
b) Ten percent (10%) of the amount allocated to the Training will be invoiced upon Final Acceptance of WORK.

CONTRACTOR shall submit together with its invoice a statement signed by COMPANY REPRESENTATIVE, which in reasonable detail itemizes the quantity and value of the work units completed during the preceding month. In case of disagreement, COMPANY REPRESENTATIVE's determination as to the quantity and value of work units completed shall prevail.

All payments requested pursuant to Paragraph 4.1.1 through 4.1.8 of this Schedule "C" shall be on one consolidated invoice per month per currency, and shall be subtotaled, as applicable by Job Orders and Phase Numbers.

4.2 Payment

4.2.1 After approval of each invoice by COMPANY REPRESENTATIVE, COMPANY shall pay CONTRACTOR the amount due and up to the limits set forth in Paragraph 4.2.2 below.

4.2.2 Notwithstanding the amounts invoiced by CONTRACTOR under Paragraph 4.1 of this Schedule “C”, COMPANY shall pay CONTRACTOR in accordance with the table below:

Item No. Description Amount Payable
exclusive of VAT
1 Total Cumulative Payment (for Engineering & Design, Materials and Equipment, Installation and Testing & Commissioning) up to Technical Completion of the PROJECT or PROJECT PORTIONS Maximum 80% of the CONTRACT Price of the PROJECT or PROJECT PORTIONS (excluding the price of Operational Spare Parts, Special Tools and Test Equipment, and Training set forth in the Pricing Attachment to this Schedule “C”).
2 Upon Technical Completion of the PROJECT or PROJECT PORTIONS (Provided, however, that CONTRACTOR has completed the PROJECT in accordance with the Technical Completion Date specified in Attachment II of Schedule "B" or as adjusted in accordance with Paragraph 17.8 of Schedule "A") Maximum 10% of the CONTRACT Price of the PROJECT or PROJECT PORTIONS (excluding the prices of Operational Spare Parts, Special Tools and Test Equipment, and Training set forth in the Pricing Attachment to this Schedule “C” ).
3 Payment for Operational Spare Parts for the PROJECT or PROJECT PORTIONS (N/A) 90% upon delivery, 10% upon Final Acceptance of the WORK set forth in the Pricing Attachment to this Schedule “C”.
4 Payment for Special Tools and Test Equipment for the PROJECT or PROJECT PORTIONS (N/A) 90% upon delivery, 10% upon Final Acceptance of the WORK of the Total Price set forth in the Pricing Attachment to this Schedule “C”.
5 Payment for COMPANY Personnel Training for the PROJECT or PROJECT PORTIONS 90% upon completion of services and works related to Training, 10% upon Final Acceptance of the WORK set forth in the Pricing Attachment to this Schedule “C”.
6 Upon Final Acceptance of the WORK Minimum 10% of the Total CONTRACT Price set forth in Paragraph 1.1 of this Schedule “C” to this Schedule “C”.
Total Invoice Value
(1 + 2 + 5 + 6 ) 100%

4.3 If CONTRACTOR fails to submit WORK SCHEDULE pursuant to Paragraph 13 of Schedule "A" of this CONTRACT and the Scope of Work and Technical Specifications Attachment I to Schedule "B" within the time prescribed, or revisions thereof, then COMPANY shall be entitled to withhold payments otherwise due until such time as CONTRACTOR submits the required information.

4.4 If it is reasonably evident that CONTRACTOR is not prosecuting the WORK so that the WORK will be completed in accordance with the WORK SCHEDULE, then COMPANY is not required to make progress payments until the WORK is back on schedule. Progress payments withheld because of failure by CONTRACTOR to prosecute the WORK so as to meet WORK SCHEDULE will be paid after the WORK is back on schedule.

4.5 For work performed pursuant to a Change Order, CONTRACTOR and COMPANY shall, upon completion of such work, prepare and execute appropriate documentation certifying that the work is completed and the compensation due. COMPANY shall consider said documentation as invoices submitted for payment.

4.6 CONTRACTOR shall invoice COMPANY in the currency [currencies] set forth in Paragraph 1.1 of this Schedule "C" and shall be paid in such currency [currencies].

4.7 Submission of Invoices:

4.7.1 All CONTRACTOR's invoices shall be submitted through the contractor's portal on the Company's website.
4.7.2 Each CONTRACTOR's invoice shall include but not be limited to the following information:
a) Invoice number and date.
b) CONTRACT and Amendment Number (Format XXXXXXXXXX: ten digits indicate the Contract Number).
4.8 CONTRACTOR shall submit together with its progress/monthly invoices a written statement that CONTRACTOR and SUBCONTRACTOR have fully paid the salaries (including benefits/compensations, as applicable) of their personnel engaged in the WORK for the previous month. Failure by CONTRACTOR to submit the required statement may cause COMPANY to withhold any amount due CONTRACTOR until such statement is submitted to COMPANY and, if so directed by a competent Saudi Arab Government Authority, pay from such withheld amounts any CONTRACTOR's employee(s) any amount that may be due from CONTRACTOR.

4.9 Without prejudice to the provisions of item 4.8 above, after approval of each invoice by COMPANY REPRESENTATIVE, COMPANY shall pay CONTRACTOR the amount due. Said payments by COMPANY shall not be construed as acceptance of any part of the WORK. Notwithstanding paragraph 4.1 of this Schedule "C", COMPANY shall not make the final payment, which shall not be less than ten percent (10%) of the CONTRACT Price, to CONTRACTOR until CONTRACTOR has submitted to COMPANY all the required documents under this CONTRACT.

4.10 On Final Acceptance of the WORK and after fulfillment by CONTRACTOR of all of its duties and obligations under this CONTRACT, CONTRACTOR shall submit to COMPANY its final invoice together with the following documents:

4.10.1 Proof satisfactory to COMPANY that all costs incurred by CONTRACTOR in the performance of the WORK have been satisfied and paid, that there are no unsatisfied claims or injuries to persons or property and that no other indebtedness exists in connection with the WORK for which CONTRACTOR is responsible (or if such claims or indebtedness exist, then in lieu of the foregoing, CONTRACTOR may provide COMPANY with appropriate information and covenants sufficient to indemnify and hold COMPANY harmless from any liability connected with said claims or indebtedness); and

4.10.2 Any and every document, receipt, statement of account, affidavit or assurance which COMPANY requires as necessary or appropriate to ensure immunity to COMPANY from any and all liens or claims for which COMPANY might be or become liable; and

4.10.3 An accounting breakdown of the total billed costs in accordance with the COMPANY code of accounts; and

4.10.4 Proof satisfactory to COMPANY that all COMPANY Identification Cards furnished to CONTRACTOR under this CONTRACT have been returned to COMPANY's Industrial Security Department; and

4.10.5 Releases to COMPANY from CONTRACTOR by execution of the Final Receipt and Release Agreement (Form #15076) and from each SUBCONTRACTOR or assignee under this CONTRACT, discharging COMPANY from all liabilities, obligations and claims arising out of or under this CONTRACT, except for final payment.

After COMPANY's receipt of the foregoing documents and after all adjustments to CONTRACT Price and all unsettled matters under this CONTRACT have been disposed, and after verification of CONTRACTOR's final invoice, COMPANY shall pay CONTRACTOR all outstanding sums properly payable under this CONTRACT.

4.11 Pursuant to Paragraph 31.2 of Schedule "A" of this CONTRACT, COMPANY shall deduct from each and every Non-Resident CONTRACTOR's invoice as applicable according to Regulations of Income Tax law.
4.12 CONTRACTOR shall submit together with its progress/monthly invoices a written statement that CONTRACTOR has fully paid its obligations toward subcontractors and suppliers under this CONTRACT. Failure by CONTRACTOR to submit the required statement may cause COMPANY to withhold any amount due CONTRACTOR until such statement is submitted to COMPANY

5. 
   

    COMPANY'S AUDIT RIGHTS
   
   

   
   

CONTRACTOR and its affiliated companies shall maintain, and shall cause SUBCONTRACTORS to maintain, books, records, correspondence, instructions, plans, drawings, receipts, vouchers, memoranda and other evidence (the foregoing constitute "records" for the purpose of this Paragraph), according to such accounting procedures and practices as are satisfactory to COMPANY, sufficient to accurately and properly reflect costs incurred by CONTRACTOR and invoiced to COMPANY under this CONTRACT and the disposition of any materials, tools or equipment provided by COMPANY to CONTRACTOR. COMPANY, or any firm of auditors appointed by COMPANY, shall have access, at all reasonable times, to all such records for the purpose of auditing and verifying costs or for any other reason, and shall have the right to reproduce any such records.

CONTRACTOR shall preserve and make available, and shall cause its affiliated companies and SUBCONTRACTORS to preserve and make available, all such records for a period of five (5) years after Final Acceptance of the WORK or termination of this CONTRACT; provided, however, that if any such records are or may be required to resolve any claim or dispute, or any legal proceeding pursuant to this CONTRACT, the period of retention and the rights of access and examination described in this Paragraph shall continue until final disposition of such claim or dispute.

6. 
   

    SETOFF
   
   

   
   

COMPANY may deduct from amounts which are payable to CONTRACTOR under this CONTRACT any amounts which are payable to COMPANY by CONTRACTOR under this or any other CONTRACT between them.

7. 
   

    YEAR-END ACCRUED COST
   
   

   
   

CONTRACTOR shall, on or before the 10th day of the beginning of each Gregorian year during the progress of WORK, submit to COMPANY a detailed report for WORK completed during the previous Gregorian year but not yet invoiced. The report shall include the description and quantity of WORK or percentage of WORK completed and the corresponding value.

8. Compensation for third party auditing

Should COMPANY requests CONTRACTOR in writing to contract with a third party to audit CONTRACTOR’s local content Measurement Template for this CONTRACT, then CONTRACTOR shall submit at least three (3) quotations from COMPANY’s list of approved auditing firms. COMPANY may advise CONTRACTOR in writing of the selected auditing firm. Upon completion of the audit process by the auditing firm, CONTRACTOR shall submit its invoice together with auditing firm’s original invoice and the Local Content certificate to be reviewed and compensated for the actual auditing cost.

handover to COMPANY all the Special Tools and Test Equipment listed in Pricing Attachment.

9. COMPANY’S RIGHT NOT TO EXERCISE TRAINING

COMPANY shall have the right not to exercise all or some of the “Training” requirements listed in Pricing Attachment to this Schedule “C”; provided, however, that COMPANY REPRESENTATIVE shall issue a written notice to CONTRACTOR any time prior to Final Acceptance of the WORK. written notice shall indicate the Training requirement(s) that will not be provided by the CONTRACTOR and their respective prices as set forth in Pricing Attachment to this Schedule “C”. The prices set forth in Pricing Attachment are fixed and not subject to increase for any reason whatsoever. I Should COMPANY REPRESENTATIVE opt not to issue the written notice within the prescribed period, then CONTRACTOR shall provide Training as listed in Pricing Attachment.

End of Schedule “C”