CONTRACT

FOR

THE FOR MAINTENANCE AND SERVICING OF EQUIPMENTINSTRUMENTS AT TKPLC

DEPOTS

BETWEEN

BURHANI ENGINEERS LTD,

AND

TOTAL KENYA PLC

FOR A PERIOD OF THREE (3) YEARS

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 AGREEMENT

THIS AGREEMENT made on the ……….…. day of …………… 2018 between BURHANI
ENGINEERS LTD incorporated under the Laws of Kenya and of P. O. Box 21111-00505, Nairobi,
Kenya (hereinafter called “the Supplier”) of the one part and Total Kenya PLC of P.O. Box 30736-
00100 NAIROBI (hereinafter called “the Customer”) of the other part:

WHEREAS the Purchaser desires to engage a professional to offer instrumentation equipment

maintenance services in its depots and the Supplier has warranted and indicated that ithe has the
capacity and expertise to offer the same services in accordance withto the terms and conditions
herein provided.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

A. In this Agreement words and expressions shall have the same meanings as are respectively
assigned to them in the Conditions of Contract referred to.

B. In consideration of the payments to be made by the Customer to the Supplier as

hereinafter mentioned, the Supplier hereby covenants with the Customer to provide the
services/goods and to remedy defects therein in conformity in all respects with the
provisions of the Contract.

C. The Customer hereby covenants to pay the Supplier in consideration of the provision of
the goods and the remedying of defects therein, the Contract Price or such other sum as
may become payable under the provisions of the contract at the times and in the manner
prescribed by the contract.

1 DEFINITIONS
These General Terms and Conditions for the Performance of Work and Services are
hereinafter referred to as the "GCWS" or the “Conditions”. In these Conditions, the following
terms shall have the meanings set out below:
"Acceptance": the acceptance of the Work and Services by the Customer as set out in
article 79 and “Accept” shall be construed accordingly.
"Conformity": the conformity of the Work and Services with each and all of the following:
 the specifications provided and/or approved by the Customer and/or any expected
results set out in the Contract;
 the other provisions of the Contract;
 the prevailing industry standards; and
 any applicable statutory provisions
and “Conforming” shall be construed accordingly.
"Contract": the contract governing the relationship between the Supplier and the Customer
in respect of the Work and Services
"Customer": any legal entity of the TOTAL group referred to in the Contract, it being
understood that the TOTAL group consists of TOTAL S.A. and all of the legal entities in
which TOTAL S.A. holds or shall in the future hold directly or indirectly over 50% of the share
capital or voting rights. The Supplier hereby expressly acknowledges and accepts that there
will be no joint and several liabilities between the Customer, on the one hand, and TOTAL
S.A. or any other legal entity forming part of the TOTAL group, on the other hand.
Consequently, each ordering legal entity will remain solely responsible for the performance
of its obligations towards the Supplier pursuant to the Contract.

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"Order Form" or "Order": the paper or electronic form (as part of electronic transactions)
with which the Customer orders the Work and Services from the Supplier.
“OECD”: The Organization for Economic Co-operation and Development
"Parties" or "Party": the Customer and/or the Supplier collectively or individually, as the
case may be.
"Site": the location(s) where the Work and Services are performed.
"Subcontractor": any subcontractor or supplier appointed by the Supplier to perform a
portion of the Work and Services.
"Supplier": the legal entity or natural person selected by the Customer to perform the Work
and Services.
"Work and Services": any and all work and services to be performed by the Supplier and
any elements (including but not limited to any supplies, fittings, equipment and associated
documents) to be delivered by the Supplier pursuant to the Contract.

2 CONTRACTUAL DOCUMENTS
This Contract constitutes the agreement between the Parties and shall prevail and
override all other conditions and provisions in the invoices and other documents issued by
the Parties.

The documents in this transaction shall be interpreted in the following order of priority;

(a) This Contract Agreement;

(b) Purchase order;
(c) Purchaser’s Tender document;
(d) Appendices 1, 2, 3, 4,5, 6; and
(e) Contractor’s Bid
Verbal undertakings and agreements shall be of no force and effect unless they are
confirmed by written agreement between the parties. Any modifications or departures from
these Conditions shall only apply if they have been agreed in writing between the Parties
and shall only be valid for the applicable Contract.
The Contract constitutes the entire agreement between the Parties and supersedes and
replaces all prior exchanges, undertakings and agreements relating to the Work and
Services.

3 CHANGES TO THE WORK AND SERVICES

The Customer shall be entitled to request in writing that the Supplier makes changes to the
Work and Services as initially described in the Contract. Depending on the nature of the
proposed change, the Customer shall first consult the Supplier and obtain its advice about
the impacts of requested change.
The Supplier shall inform the Customer as soon as possible (and, in any event, no later than
seven (7) calendar days following the Customer's request for changes to the Work and
Services) of the following: (i) any effect the changes will have on prior agreed completion
dates and/or deadlines for performance and/or on the anticipated date for Acceptance; (ii)
any variations to the agreed price(s) for the Work and Services as initially set out in the
Contract; and (iii) generally, any other impact on the Contract arising directly from such
changes. The Supplier shall only perform the corresponding changes after the Parties have
signed a written amendment to the Contract or, at the very least, upon receipt of the
Customer's prior written consent to the project estimate, the new periods and/or deadlines
for performance and to the corresponding variation in the price(s) for the Work and Services.

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4 REGISTRATIONS, APPROVALS, AUTHORISATIONS
The Supplier warrants that it and its Subcontractors and suppliers, if any, have all statutory
registrations, approvals and authorisations required to perform the Work and Services
including but not limited to all licences, permits and registrations with public authorities and
all authorisations and certifications as are required from professional organisations.

5 TERMS AND CONDITIONS SPECIFIC TO THE PERFORMANCE OF THE WORK AND

SERVICES
The Supplier is bound by an obligation to obtain a specific result in respect of and
guarantees the following:
 The Conformity of the Work and Services,
 Compliance with completion dates and deadlines for performance.
The Supplier shall put in place any necessary internal organisational measures, under its
sole responsibility, required to perform the Work and Services.

5.1 Generic Scope of Work and Key Performance Indicators

The scope involves maintenance, repair and Servicing of Lubes packaging equipment at the
Lubes Blending Plant as per the described scope in appendix 4 attached herein. , The
Supplier will be evaluated as per the key performance indicators described in appendix 6
herein, the repairs and revalidation will be provided as and when required by Customer and
in accordance with the contract.
The work/services to be provided by the Supplier shall comprise but not necessarily be
limited to, the provision of management, supervision, labour, equipment and Parts as
generally described herein.
The Supplier shall provide management, supervision, and adequate competent and suitably
qualified personnel necessary for the efficient performance of the Services including
corporate personnel, general support personnel, planning and reporting, cost control,
training, safety, health and welfare.

5.2 Duty to inform

The Supplier shall inform the Customer, without delay of any and all irregularities, omissions,
contradictions, inconsistencies between the information provided by the Customer and the
prevailing industry standards. Failure to inform the Customer of the same shall preclude the
Supplier from any later right of recourse in relation thereto.
In the event that the Supplier fails to comply with the above provisions, all consequences
(including any costs) arising from or associated with any error in or insufficiency of the
information provided by the Customer shall be borne by the Supplier.

5.3 Compliance with the periods and deadlines for performance – Incentives for late
performance
The Supplier shall perform the Work and Services within the time limits and/or periods set
out in the Contract.
Compliance with the periods and deadlines for performance (including in particular but not
limited to the date for Acceptance and/or the date for remedying any reservations arising
after Acceptance of the Work and Services and/or, where Acceptance is postponed, the date
of putting in Conformity the Work and Services) is a condition of the Contract.

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6 WORKING CONDITIONS, HEALTH, HYGIENE, SAFETY, QUALITY AND THE
ENVIRONMENT
The Supplier shall be responsible for providing goods of merchantable quality and a healthy
and safe working environment for its employees during performance of the work and
services as more specifically provided in Appendix 3 attached herein .
The Supplier shall comply and ensure that its personnel and the personnel of its
Subcontractors (if any), comply with the rules in force with regard to working conditions,
health, hygiene, safety and environment as well as with the applicable legislation in respect
of the same.
All consequences arising from the Supplier’s non-compliance with any foregoing obligations,
including any costs associated with the implementation of the measures taken by the
Customer in the event of deficiency or negligence on the part of the Supplier and the denial
of access or of continued presence on the Site, shall be borne solely by the Supplier.

7 ACCEPTANCE OF THE WORK AND SERVICES

Acceptance of the Work and Services shall take place once the Customer has examined the
Work and Services to see whether they are in Conformity and only once all elements
described in the Contract have been delivered to the Customer.
The decision of the Customer to Accept shall neither exempt the Supplier from its warranties
and liabilities for any defects or for any non-Conformity whatsoever which were not apparent
at the time of Acceptance.
The Customer shall have the right to refuse to Accept the Work and Services if the same are not
performed in full or if they are not in Conformity. Such refusal will mean that the Supplier has
failed to perform the Work and Services..

8 TRANSFER OF OWNERSHIP AND OF RISKS

Ownership of the Work and Services shall transfer to the Customer gradually as and when
the Work and Services progress. However, whenever the Work and Services include the
manufacture/supply and delivery of any elements, such as equipment or materials (including
but not limited to fittings supplies, equipment and associated documents), the transfer of
ownership of any such element shall occur at the time of its delivery, except if the whole or
part of the payment thereof has been made by the Customer prior to the date of delivery. In
such case, the transfer of ownership shall occur in advance as soon as said element can be
identified.
The Supplier hereby waives the right to rely on any retention of title clause not expressly
agreed by the Customer.
The transfer of risks in the Work and Services and of any element, as referred to above,
shall occur in all cases at the date of Acceptance by the Customer. The Supplier shall thus
be liable for any damages and losses affecting or relating to the Work and Services and any
element, as referred to above, before their Acceptance.

9 PRICE
Unless otherwise specified in the Contract, the price(s) stated in the Contract (Appendix 5
“PRICING SCHEDULE”) is (are) fixed lump sum(s) and not subject to any revision. The
price(s) is (are) exclusive of VAT.
The Supplier shall bear all costs relating to customs duties, taxes, fees and levies for which
it is liable in connection with the performance of the Work and Services.

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10 INVOICING AND PAYMENT TERMS
Invoices shall be prepared in duplicate by the Supplier, in compliance with applicable
statutory provisions and in the name of the Customer. The invoices shall be sent to the
address specified in the Order Form and shall quote the Contract and the Order Form
reference numbers. The invoices shall be made out in the currency specified in the Contract.
The Customer may request that the Supplier set up an electronic invoicing system. The technical,
functional and operational terms and conditions of such system shall be set out in a document
drafted and signed by the Parties.

The invoice shall, unless otherwise provided for in the Contract, be paid within thirty (30)
days from the last day of the month in which the invoice is issued, i.e. 30 days after the end
of the month in which the invoice is issued.
Payment will be made in the manner provided for in the Contract, namely by bank transfer
or, exceptionally, by cheque ck.
Payment of any invoice shall not affect the Customer's right to subsequently dispute in writing any
unjustified charge.
In the event the Customer justifiably disputes all or part of an invoice or of Work and Services, the
obligation to pay the sum in dispute shall be suspended. The Customer shall send a memorandum
stating the reasons for its dispute. If agreement is reached on the dispute, the Supplier shall
correct the invoice.

11 WARRANTIES
Scope and duration
The Supplier warrants the Conformity of the Work and Services after Acceptance, including
but not limited to, a warranty that the Work and Services will be free of any defect of
whatsoever nature. Consequently, the Supplier undertakes, for a period of twelve (12)
months from the date of Acceptance, to remedy, at its own expenses and risk, as soon as
possible and at the latest within any agreed periods, any non-Conformity and any defect
affecting the Work and Services after Acceptance. Such expenses shall include, but are not
limited to, travel expenses, transport, (spare) parts and labour costs.
In addition to the above, the Supplier shall remain bound by all applicable statutory warranties
including the warranty for latent defects.

12 AUDITS - QUALITY
Audits and quality management
The Supplier represents that it has a quality management system in place.

Provided it informs the Supplier seven (7) calendar days in advance, the Customer or its
representative shall be entitled to conduct audits at the facilities of the Supplier or its
Subcontractors, or at any other site, before and/or during the performance of the Contract.

In connection with the Contract, such audits shall cover compliance with all of the Supplier’s
obligations, whether contractual, regulatory, or concerning standards or best practices in the
industry. Information obtained shall not be used for purposes other than the audit and its
consequences.

Such audits conducted by the Customer shall not in any way lessen the Supplier's contractual
liability, in particular with regard to the extent of its own controls, and shall not affect the
Customer's right to refuse all or any portion of the Work and Services. The Supplier shall provide
to the Customer all assistance necessary for carrying out such audits.

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13 INTELLECTUAL PROPERTY RIGHTS - INFRINGEMENT
Intellectual property rights
a) Specific/ Bespoke elements
In consideration for the remuneration included in the price specified in the Contract, the
Supplier shall assign to the Customer, and warrants the assignment by its personnel, its
Subcontractors (if any) and their personnel, of all intellectual property rights pertaining to
any specific elements prepared to meet the Customer’s specifications, including but not
limited to plans, studies, models, designs and drawings, user guides, technical
documentation, manuals, and documents (hereinafter referred to as the “Specific Elements”).

This assignment shall be exclusive and shall include all rights to exploit such Specific
Elements: the rights of reproduction, representation, translation, adaptation and sale, on all
media and for all forms of use and exploitation. This assignment shall be made for the whole
duration of the intellectual property rights, for all countries and in all languages.
This assignment of intellectual property rights shall occur as and when such Specific
Elements are created.

b) Standard elements
In case the Work and Services contain standard elements protected by intellectual property
rights (including but not limited to standard plans, manuals, documents and software),
delivered to the Customer by the Supplier, in consideration for the remuneration included in
the price specified in the Contract, the Supplier hereby grants the Customer, the entities of
the TOTAL group that may be beneficiaries of the Contract and third parties acting on behalf
of the Customer and/or the entities of the TOTAL group that may be beneficiaries of the
Contract, a personal and non-exclusive right to use, reproduce, represent, translate and
adapt such standard elements for the TOTAL group’s own needs. These rights shall be
granted for the entire duration of the intellectual property rights protection, for all countries
and for all media.
In case of transfer by the Customer to a third party of any equipment or any material or
asset, which embodies or uses a standard element, the above Customer’s right to use shall
be transferred to such third party at no additional cost.

Infringement of intellectual property rights

The Supplier guarantees that it and its Subcontractors (if any), is either the owner of all
intellectual property rights pertaining to any delivered elements or that it has been granted
all necessary licences from third parties owning these intellectual property rights, in order
that the Customer can freely use and exploit such elements in accordance with the
provisions of articles 13.1(a) and (b) .1 and 13.1.2 .
The Supplier shall indemnify and hold the Customer harmless against any and all claims,
costs, damages, expenses or legal action by third parties arising out of or in connection with
any infringement or any other breach of their intellectual property rights. This warranty shall
not apply if the Supplier can prove that the infringement alleged is attributable to the Client.

14 LIABILITY - INSURANCE

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 Liability
Each Party shall be liable for any damage that it, its employees, representatives and
Subcontractors, cause to the other Party or to a third party in relation to the Work and Services
and/or arising in connection with the performance of the Contract. Such Party shall indemnify and
hold the other Party and its insurers harmless against any damage, cost and/or liability that the
other Party may suffer in this respect.

Insurance
The Supplier shall take out and maintain in force and shall procure that any Subcontractor
takes out and maintains in force and effect the following insurance policies, at their own
expenses throughout the entire period of performance of the Contract including any
extension thereof:

a) Work injury benefit/ workmen’s compensation

Covering bodily injury or death that may occur to the employees of the Supplier arising out of
and in the course of their employment in accordance with the existing laws of Kenya.

b) Fidelity guarantee insurance

Covering any financial loss that the Customer Company may suffer as a result of the dishonest
or fraudulent act of the employees of the Supplier and/or any other act of misfeasance on
Supplier’s.

c) Automobile liability insurance

Covering all the vehicles used in connection with this Agreement.

d) Product Liability/Professional indemnity insurance

Covering losses and/or damage that may be incurred by the Customer Company as a result of
the negligence, error, omission, misjudgment and/or incompetence of the Supplier in the
course of the discharge of a professional duty or service to the customer. Company

e) General/Public Liability” insurance policy for all types of damage and per occurrence
and any other insurance required by law
None of the amounts set out above shall be construed or interpreted as limiting the
Supplier's liability in any respect.

15 FORCE MAJEURE
None of the Parties shall be deemed to be in breach of their contractual obligations to the
extent that their non-performance is due to an event of force majeure as recognised by the
law and the courts. Force majeure shall only relieve the affected Party from its contractual
obligations to the extent and for such period as the said Party is prevented from performing
its obligations. Each Party shall bear all its own expenses resulting from the occurrence of a
force majeure event.
The Party affected by an event of force majeure shall immediately notify the other Party (“the
Non-Defaulting Party”) of the situation by fax confirmed by registered letter with receipt, and
shall provide all necessary documentary evidence of the force majeure event. The Non-
Defaulting Party shall have the right to verify the existence of the situation. The Party

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invoking an event of force majeure shall make every effort to mitigate as far as possible any
adverse effect arising from this situation.
In all events, strikes which are limited to the personnel of the Supplier or of its
Subcontractors shall not relieve the Supplier from its liability for late performance or for any
failure to perform and shall therefore not be deemed to be a force majeure event.
If the event the situation giving rise to an event of force majeure continues for longer than fifteen
(15) consecutive calendar days, the Non-Defaulting Party shall be entitled to terminate the
Contract immediately as of right and without compensation. The Supplier shall reimburse to the
Customer any amount already paid in advance pursuant to the Contract and not corresponding to
the Work and Services already performed or to elements already delivered at the time of
occurrence of the force majeure event.

16 ASSIGNMENT – SUBCONTRACTING - Change in control

The Supplier shall not sub-contract or assign the Contract to any third party, in whole or in
part, without the prior written consent of the Customer. The Customer shall be entitled to
assign all or part of the Contract to any legal entity of the Customer’s group, subject to a
prior written notice regarding such assignment being sent to the Supplier.
In the event of a change of Control of the Supplier, the Supplier shall promptly notify the
Customer thereof. A change of Control is deemed to include any contribution, assignment,
merger or other operation which modifies the Control, whether directly or indirectly, of the
Supplier; Control shall mean the ownership, direct or indirect, of the majority of shares giving
voting rights of a company or the right to appoint the majority of the members of the board of
directors. Within thirty (30) calendar days following receipt of such notice, the Customer
shall have the right to terminate the Contract (with the exception of the Order Form(s) in the
course of being performed) without compensation on giving two (2) months’ prior notice.

17 TERMINATION
This Agreement is deemed effective as of 1 st June 2018 (the “Effective Date”) and shall,
unless terminated earlier in accordance with the provisions of this contract continue in
force for a period of three (3) years.
18 TERMINATION

Termination for breach/non-performance

a) The Customer shall be entitled to terminate all or any part of the Contract as of right
and without prior notice in the event of any breach of contract by the Supplier. In such
case, termination shall be effective immediately upon receipt by the Supplier of the
notice of termination.
b) In the event of termination of the Contract by the Customer for non-performance, the
Supplier shall immediately reimburse the Customer for all payments made by the
Customer insofar as such payments exceed the value of the Work and Services
decided by the Customer as being in Conformity. Furthermore, the Customer shall be
entitled to require the Supplier to bear all possible additional costs necessary for the
completion of the Work and Services either by the Customer itself or by any third
party.
c) The right of a Party to terminate the Contract for non-performance is without prejudice
to its rights to claim damages against the other Party.

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 Termination at the initiative of the Customer
The Customer shall be entitled to terminate the Contract, at any time on giving thirty
(30) calendar days’ notice (unless a different notice period is specified in the Contract)
by registered letter with acknowledgment of receipt. In this case and from receipt of
such notice, the Supplier shall take all measures necessary to cease as soon as
possible the performance of any Work and Services in progress. Termination of the
Contract shall put a stop to the performance of pending Order Forms or only of the
Order Forms expressly covered by the termination.
In such case, for the relevant firm Order Form(s), the Customer shall pay to the
Supplier the price payable for any Work and Services completed at the effective date of
termination.

Termination in the event of insolvency

Unless contrary to any statutory provision of public policy, the Customer shall be entitled to
terminate immediately the Contract, as of right and without formal notice, in the event the
Supplier has a petition for its winding up presented or advertised, calls a meeting with a view
to going into liquidation, or otherwise enters into liquidation or has a petition presented for the
appointment of any administrator in respect of the Supplier’s business.

19 FUNDAMENTAL PRINCIPLES OF PURCHASING AND ANTI-CORRUPTION

UNDERTAKINGS
Fundamental Principles of Purchasing
The Supplier undertakes to acquaint itself and to comply and cause its Subcontractors (if
any) to comply with the Fundamental Principles of Purchasing (FPP) set out in Appendix 1
attached herein .

Anti-Corruption undertakings
In recognition of the principles enshrined in the pertinent international and regional conventions on
combating corruption and to ensure compliance with the anti-corruption laws applicable to the
activities under the Contract and any other anti-corruption laws otherwise applicable to the Parties,
The Supplier shall acquaint itself and comply and have its sub-contractors acquaint themselves
and comply with anti-corruption provisions provided in Appendix 2 attached herein.

20 CONFIDENTIALITY
Any information provided by the Customer to the Supplier in connection with the
performance of the Contract and all Specific Elements created by the Supplier in connection
with the performance of the Work and Services shall be treated as strictly confidential by the
Supplier. All and any information which the Supplier could be aware of in connection with the
performance of the Contract, in particular those concerning the Customer's organisation,
activities and results, shall also be treated as strictly confidential by the Supplier. Any such
information and/or all specific elements mentioned above shall only be used by the Supplier
and by its Subcontractors (if any), for the purposes of the performance of the Contract and in
connection with the performance of the Work and Services, and shall not be disclosed to any
third party or to any of the Supplier’s personnel not assigned to the performance of the Work
and Services, except to the extent the disclosure is mandatory by virtue of any statutory
obligations or by virtue of any court decision .
The obligation of confidentiality shall not apply to information provided by the Customer
which is already in the public domain without breach by the Supplier of the obligations set
out in this article and/or which have been lawfully obtained by the Supplier from any third
party having the right to disclose such information.

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The Supplier undertakes to comply, and to procure its personnel and any Subcontractors
comply with this obligation of confidentiality throughout the entire duration of the Contract
and for a period of five (5) years following the termination of the Contract for whatever
reason.
The Supplier shall, at the expiry or termination of the Contract, for whatever reason, return to
the Customer the information provided by the Customer and all data obtained by the
Supplier, together with all copies thereof which the Supplier may have at its disposal in
connection with the performance of the Contract, or shall, upon written request of the
Customer, destroy the confidential information and data.

21 REFERENCE TO THE CUSTOMER'S TRADEMARKS AND BUSINESS NAMES

The Supplier shall not be entitled to use or make reference to the business names,
trademarks or logos of the Customer or of the Customer's group, without the prior written
consent of the Customer.

22 APPLICABLE LAW AND DISPUTE RESOLUTION

This Contract shall be governed by Kenyan law.

DISPUTE RESOLUTION
Any dispute arising out of or in connection with the Contract shall be subject to the exclusive
jurisdiction of the Kenyan Courts.

a) Amicable Settlement
The parties shall use their best efforts to settle amicably through negotiations any dispute
arising from or in connection with this Agreement or the interpretation thereof.

b) Mediation
If parties are unable to resolve the matter by negotiation within thirty days, the dispute shall
be determined by mediation and the mediators shall be appointed at the time of dispute. To
initiate mediation a party must give notice in writing to the other party requesting mediation.
Mediation will start as soon as reasonably practicable after the date of the notice.
Notwithstanding the provisions of this Clause, neither party shall be compelled to continue
with mediation if it reasonably appears to one party that the dispute will not be resolved
within forty five days of the commencement of the mediation.

23 Arbitration
If the dispute has not been settled pursuant to the mediation within forty five (45) days or
such longer period as may be agreed upon between the parties from when the mediation
was instituted, the matter may (upon application by either party) be referred to the decision
of a single arbitrator to be agreed upon between the two parties, or (in default of agreement
within Fourteen (14) days of such application, to be appointed at the request of either party,
by the Chairman, for the time being, of the Chartered Institute of Arbitrators, Kenya Branch,
or his successor in accordance with and subject to the provisions of the Arbitration Act
(1995), Laws of Kenya or any statutory modification or re-enactment thereof for the time
being in force). The appointment of the Arbitrator shall be final and binding on the parties.
The arbitration shall take place at Nairobi in the Republic of Kenya and the decision of the
Arbitrator shall be final and binding on the parties and may be made an order of a Court of
competent jurisdiction.

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24 MISCELLANEOUS PROVISIONS

Independence of the Parties

The Contract has been concluded between independent Parties. None of its provisions shall be
interpreted as giving the right or mandate to either Party to act on behalf of the other Party nor as
implying any association, agency, partnership or society between them, or as creating a joint and
several liability between them.

Partial invalidity
Should any provision of the Contract be or become invalid or unenforceable under any law,
regulations or court decision, such provision shall be considered as not written. All other
provisions of the Contract shall, however, remain valid.

Waiver
The waiver by either Party of a breach of any of the provision of the Contract shall not be
construed as a waiver of any further breach of the same or other provisions, nor shall any
delay or omission by either Party to exercise any right herein operate as a waiver of any
breach by such Party.

Joint drafting
The parties have participated jointly in the negotiation and drafting of this agreement. In the event
an ambiguity or question of intent or interpretation arises, this agreement shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall arise favouring or
disfavouring any party by virtue of the authorship of any of the provisions of this agreement.
International Economic Sanctions
Each Party shall perform this Contract in compliance with International Economic Sanctions
applicable to it. Neither Party shall be obliged to perform any obligations otherwise required by the
Contract if this would be in violation of, inconsistent with, or expose such Party to punitive
measures under laws and regulations applicable to it relating to International Economic Sanctions.
Any Party shall be entitled, without incurring any liability, to suspend during the non compliance
period and/or terminate this Contract with immediate effect if the performance of this Contract is in
any way restricted or prohibited by International Economic Sanctions applicable to it.

International Economic Sanctions means any laws or regulations relating to economic sanctions
enacted, administered, imposed or enforced by a Sanction Authority applicable to a Party,
including but not limited to the United States, the United Nations or the European Union.

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IN WITNESS whereof the parties hereto have caused this Agreement to be executed in
accordance with their respective laws the day and year first above written

FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:

BURHANI ENGINEERS LTD. TOTAL KENYA PLC

IN THE PRESENCE OF : IN THE PRESENCE OF:

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 APPENDIX 1
Fundamental Principles of Purchasing (FPP)
In accordance with the fundamental principles set out in particular in the United Nations Universal
Declaration of Human Rights, the Conventions of the International Labour Organization, the
United Nations Global Compact, and the OECD Guidelines for Multinational companies, suppliers
are required to comply with - and to make sure that their own suppliers and subcontractors comply
with – current laws, as well as principles equivalent to those defined below.

 Respecting human rights at work :

- Ensure that working conditions and remuneration of workers preserve human dignity and
are consistent with fundamental principles defined and protected by the Universal
Declaration of Human Rights, by the fundamental principles of the International Labour
Organization, and in particular with rules relating to the prohibition of forced labour and
child labour, workplace safety, the establishment of an employment contract, working time,
rest and parental leave, treatment of discrimination and harassment at the workplace,
freedom of speech, association and collective bargaining, freedom of thought, conscience
and religion;
- Improve their standards and procedures concerning human rights at work.

 Protecting health, safety, and security :

- Perform risk analysis and assessments in these areas and implement appropriate means
to prevent those risks;
- Establish a system for monitoring events that occurred in these areas.

 Preserving the environment :

- Implement an appropriate environment risk management system, in order to identify and
control the environmental impact of activities, products or services, to continuously improve
environmental performance, and to implement a systematic approach to define
environmental objectives, achieve them and demonstrate that they have been achieved;
- Undertake the improvements needed for protecting the environment;
- Limit the impact of industrial activities on the environment.

 Preventing corruption, conflict of interests, and fighting against fraud :

- Fight against fraud;
- Prevent and ban any form of corruption: active or passive, private or public, direct or
indirect;
- Avoid conflicts of interest, in particular when personal interests may influence professional
interests.

 Respecting the competition law :

- Comply with the applicable competition law.

 Promoting economic and social development

- Create a climate of trust with stakeholders, engaging in a dialogue with local communities,
promoting local sustainable development initiatives, and giving local companies the
opportunity to develop their business. Compliance with these laws and principles may be
audited.

14
 APPENDIX 2
ANTI-CORRUPTION UNDERTAKINGS

DEFINITIONS
“Public Official” means an elected or appointed official, employee or agent of any national,
regional or local government/state or department, agency or instrumentality of any such
government/state or any enterprise in which such a government/state owns, directly or indirectly, a
majority or controlling interest; an official of a political party; a candidate for public office; and any
official, employee or agent of any public international organization.

“Close Family Member of a Public Official” means a husband/spouse or partner, one of his/her
children, siblings or parents; the husband/spouse or partner of his/her children or siblings; or any
household member.

WARRANTIES
A. The Supplier, in respect of the Contract and the matters that are the subject of the
Contract, warrants that neither it nor to its knowledge anyone on its behalf, has made or
offered nor will make or offer any payment, gift, or promise or give any advantage, whether
directly or through an intermediary, to or for the use of any Public Official, where such
payment, gift, promise or advantage would be for purposes of:-

(i) Influencing any act or decision of such Public Official;

(ii) Inducing such Public Official to do or omit to do any act in violation of his or her lawful
duties;
(iii) Securing any improper advantage; or
(iv) Inducing such Public Official to use his or her influence to affect any act or decision of
any department, agency or instrumentality of any government or public enterprise.
B. The Supplier, in respect of the Contract and the matters that are the subject of the
Contract, warrants that it has not made or offered and will not make or offer any payment,
gift, or promise or give any advantage, whether directly or through intermediaries, to or for
the use of any person (other than a Public Official) insofar as such payment, gift, promise
or advantage would be for purposes of inducing such person to do or omit to do any act in
violation of his or her lawful duty or to secure any improper advantage, or otherwise to do
or refrain from doing something that would violate the laws applicable to the activities
under the Contract.

C. The Supplier shall cause its personnel and subcontractors to undertake the obligations set
forth in this Appendix and to warrant the same under the terms of their agreements with
any subcontractors. In particular, The Supplier shall perform compliance Due Diligences on
all major subcontractors in order to ensure that they shall act in strict compliance with the
anti-corruption laws applicable, conducting appropriate investigations. The
CustomerTOTAL reserves the right to request proof of and/or documentation relating to
such Due Diligences.

D. All financial settlements, billings and reports rendered to the CustomerTOTAL shall
accurately and in reasonable detail reflect all activities and transactions undertaken in the
performance of the Contract. The Supplier also shall maintain adequate internal controls to
ensure that all payments made in performance of the Contract are authorized and in
compliance with the Contract. The CustomerTOTAL reserves the right to perform itself or
through a duly authorized representative, pursuant to Article “Audit”, audits at The
Supplier’s premises of all payments made by or on behalf of The Supplier for services
performed under the Contract. The Supplier agrees to cooperate fully in any such audit,
including by making the relevant books and records available to the CustomerTOTAL or its
duly authorized representative and by answering any relevant questions that the
CustomerTOTAL may have relating to The Supplier ’s performance under this Contract.

15
E. All payments by the CustomerTOTAL to The Supplier shall be made in accordance with the
terms of payment specified in Appendix 4 of the Contract. The payment indications notified
in The Supplier’s invoices shall be deemed to constitute a representation and warranty by
The Supplier that the bank account so notified is owned solely by The Supplier and that no
person other than The Supplier has any ownership of or interest in such account.

F. The Supplier represents and warrants that no Public Official or Close family member of a
Public Official owns or possesses, directly or indirectly, shares or any other beneficial
interest in The Supplier (other than through ownership of publicly traded securities that is
not sufficient to constitute a controlling interest), or is a director, officer or agent of The
Supplier, except for any ownership, interest or position that The Supplier has disclosed to
the CustomerTOTAL in writing. The foregoing representation and warranty will continue so
long as this Contract remains in effect. The Supplier agrees to notify the CustomerTOTAL
promptly and in writing of any developments that would or might affect the accuracy of the
foregoing representation or warranty. In any case, if a Public Official or Close family
member of a Public Official owns or acquires, directly or indirectly, shares or any other
beneficial interest in The Supplier , or is or becomes a director, officer or agent of The
Supplier , The Supplier shall take appropriate steps to ensure that such Public Official or
Close family member of a Public Official avoids any conflict of interest, complies with the
legislation applicable in accordance with the place of performance of the Contract
prohibiting conflicts of interest on the part of Public Officials and complies with the anti-
corruption provisions described in this Attachment.

G. Without prejudice to any other rights or remedies, the CustomerTOTAL otherwise may
have hereunder or at law, including but not limited to damages for breach of the Contract, if
any of the undertakings or requirements of this clause have not been complied with or
fulfilled by The Supplier in any material respect, the CustomerTOTAL shall have the right:

(i) to suspend payment and/or require reimbursement of any advance payment

made under the Contract, and/or
(ii) to suspend and/or terminate the Contract for The Supplier ’s default with
immediate effect pursuant to Article “Automatic termination without prior notice”.

16
 APPENDIX 3
INDEPENDENT SUPPLIER HEALTH, SAFETY AND
ENVIRONMENT GUIDLINES

SUPPLIER shall comply with the following Independent Contractor Health, Safety and
Environment Guidelines in performing work for the CUSTOMERTOTAL. These guidelines are to
be considered as minimum standards. SUPPLIER shall implement additional measures, as
necessary, to assure exemplary workplace health, safety and environmental protection.
SUPPLIER's compliance with these guidelines in no way alters SUPPLIER's status as an
independent contractor or SUPPLIER's liability and indemnity under this Agreement. SUPPLIER
shall not be deemed in breach of a requirement of giving notice to Subcontractors under this
appendixAnnex A if a Subcontractor is already aware of these Guidelines and understands their
application to the services provided on behalf of SUPPLIER.

1.00 Responsibility for Compliance

1.01 SUPPLIER shall provide all of its employees and the employees of all of its Subcontractors
with a copy of these rules, and any other safety and environmental requirements provided
by the CUSTOMERTOTAL, and shall ensure that all such employees are made aware of
the content of the rules and any other requirements prior to beginning work. SUPPLIER
shall maintain written documentation of its fulfillment of this responsibility.

1.02 SUPPLIER shall comply with all applicable laws, CUSTOMERTOTAL rules, and any other
requirements specified by the CUSTOMERTOTAL during the performance of work for the
CUSTOMERTOTAL, except to the extent that such compliance would be contrary to
Kenyan laws.

1.03 SUPPLIER shall also require its Subcontractors to comply with such rules and
requirements and shall be responsible for ensuring such compliance by its Subcontractors,
except to the extent such compliance would be contrary to Kenyan laws.

1.04 SUPPLIER shall provide the CUSTOMERTOTAL with the name of its qualified
representative(s) and those of its Subcontractors who will be responsible for safety and
environmental protection at the job site(s).

2.00 Health, Safety and Environmental Protection Work Plan

3.00 Entrance to Property

SUPPLIER and Subcontractors shall ensure that only those persons having authorized
business in connection with this Agreement are allowed on the work site.

4.00 Traffic and Vehicles

4.01 All SUPPLIER and Subcontractors' Representatives on CUSTOMERTOTAL's property

shall observe the posted speed limit, or if not posted, a safe speed in light of existing
conditions.

4.02 SUPPLIER and Subcontractors shall ensure that all vehicles and equipment they provide
are maintained in safe operating condition and that operators are properly qualified,
licensed and/or certified.

4.03 SUPPLIER and Subcontractors-provided vehicles shall be equipped with appropriate seat
belts for driver and passengers. SUPPLIER and Subcontractors shall ensure that vehicle
seat belts are always used.

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5.00 Smoking
5.01 Smoking is prohibited in all areas containing fuel storage or pumps, except in designated
authorized areas.
5.02 The CUSTOMERTOTAL shall have the right to order persons observed smoking in
unauthorized areas to cease, or to leave such area.

6.00 Matches and Lighters

"Strike anywhere" matches and plastic disposable lighters shall not be carried or used in
hazardous areas. Safety matches are preferred, but facility or work site rules shall apply,
and control in case of conflict.

7.00 Pressure Testing

SUPPLIER or Subcontractors shall not test pipes or pressure vessels using compressed
air or gas or service fluid, except after prior approval from the CUSTOMERTOTAL.

8.00 Fire Protection

8.01 SUPPLIER and Subcontractors shall take all reasonable precautions to prevent fires.

8.02 SUPPLIER and Subcontractors shall dispose of paper, rags, trash, and other combustible
materials only in safe containers.

8.03 SUPPLIER and Subcontractors shall transport and store flammable liquids, such as
gasoline, kerosene, fuel oil, in industry-approved metal containers designed specifically for
handling these liquids. Such flammable liquids shall be stored away from possible sources
of ignition.

8.04 SUPPLIER and Subcontractors shall not alter or tamper with fire protection equipment or
render it inaccessible.

8.05 SUPPLIER and Subcontractors shall not open or close hydrants or main water valves
except after prior notice to the appropriate CUSTOMERTOTAL Representative or in the
case of emergency.

8.06 SUPPLIER or Subcontractors shall immediately report to designated CUSTOMERTOTAL

personnel any leak or indication of gas around piping or vessels. SUPPLIER and
Subcontractors shall be responsible for the safety and fire protection training of their
employees.

8.07 SUPPLIER or Subcontractors shall provide its own fire protection equipment unless
otherwise agreed with the CUSTOMERTOTAL in writing.

8.08 SUPPLIER or Subcontractors shall shut down internal combustion engines before they are
refueled, except where the refueling point is sufficiently remote from the engine to allow
safe refueling.

8.09 In case of fire, SUPPLIER and Subcontractors personnel in the area shall immediately take
all practical measures to protect the safety of all personnel and to extinguish the fire. The
first priority shall be the safety of all personnel. SUPPLIER or Subcontractors shall notify
TOTAL Representative of the fire as soon as possible.

8.10 SUPPLIER or Subcontractors shall shut down all equipment and remove it from the fire
location if feasible and shall clear access routes.

9.00 Medical Aid

SUPPLIER and Subcontractors shall provide their own first aid personnel, equipment, and
supplies unless otherwise agreed with the CUSTOMERTOTAL in writing.

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10.00 Personal Protective Equipment

10.01 SUPPLIER and Subcontractors personnel on the job site shall wear appropriate personal
protective equipment as required by the CUSTOMERTOTAL or by law, decree,
administrative rule or regulation or other legally binding policy interpretation or
pronouncement of a legal jurisdiction or authority. SUPPLIER or Subcontractors shall pay
for and provide such equipment unless otherwise agreed with the CUSTOMERTOTAL in
writing. SUPPLIER or Subcontractors shall post signs specifying where personal protective
equipment use is required.

10.02 All personal protective equipment shall be used and maintained by SUPPLIER or
Subcontractors in accordance with manufacturer recommendations.

11.00 Housekeeping

11.01 SUPPLIER and Subcontractors shall maintain good housekeeping at all times and shall
keep all working areas clean and free of obstructions.

11.02 SUPPLIER and Subcontractors shall assure that all ditches, holes, excavations, overhead
work, etc. are properly barricaded and, where necessary, provided with warning lights.

12.00 Incident Reporting

12.01 SUPPLIER and Subcontractors shall promptly and accurately report all on-the-job
accidents/injuries to the proper governmental authorities, where required, and to
CUSTOMERTOTAL Representative.

12.02 SUPPLIER and Subcontractors shall immediately report an incident to CUSTOMERTOTAL

and confirm the report in writing within 24 hours. This includes fatalities, injuries, fires,
spills, motor vehicle accidents, and other damages to CUSTOMERTOTAL equipment.

12.03 SUPPLIER and Subcontractors shall maintain and file required accident forms pursuant to
CUSTOMERTOTAL procedures or as required by law, decree, administrative rule or
regulation, or other legally binding policy interpretation or pronouncement of a legal
jurisdiction or authority.

12.04 SUPPLIER and Subcontractors shall promptly send to the appropriate CUSTOMERTOTAL
Representative copies of all governmental safety, health, or environmental citations against
SUPPLIER or Subcontractors while performing the work.

12.05 SUPPLIER and Subcontractors shall report summaries of all incidents affecting safety and
spills to CUSTOMERTOTAL safety representative monthly, unless otherwise specified by
CUSTOMERTOTAL.

13.00 Environmental Protection

13.01 SUPPLIER and Subcontractors shall prevent spills of oil or chemical substances to land or
water. Pollution prevention shall be a routine part of SUPPLIER and Subcontractors
business and work activities.

13.02 SUPPLIER and Subcontractors shall exercise all necessary care to protect and preserve
the environment, including flora, fauna and other natural resources or assets at any
location where the work is performed. SUPPLIER and Subcontractors shall minimize and
mitigate unavoidable impacts to the local environment.

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13.03 SUPPLIER and Subcontractors shall keep a reasonable degree of order by properly
disposing of accumulated rubbish and waste materials. SUPPLIER or Subcontractors shall
start site cleanup and remediation immediately upon completion of work at that site.

13.04 SUPPLIER and Subcontractors shall prevent their employees from hunting, disturbing, or
capturing native birds, fish or other animals. Fishing is forbidden on offshore facilities and
during normal working hours at other CUSTOMER TOTAL locations where SUPPLIER or
Subcontractors are performing work.

13.05 SUPPLIER and Subcontractors shall not remove trees and vegetation to an extent greater
than is necessary for the work, as determined by the CUSTOMERTOTAL. Whenever
reasonably feasible, SUPPLIER or Subcontractors shall stockpile topsoil for subsequent
use in site restoration.

13.06 SUPPLIER and Subcontractors shall not discharge oil, solvents, chemicals, etc. to water
bodies or onto land.

13.07 SUPPLIER and Subcontractors shall protect fossils and antiquities found at job sites from
damage or disturbance. SUPPLIER or Subcontractors shall report the location to
CUSTOMERTOTAL and cease work at that location pending further instructions.

14.00 Miscellaneous

14.01 The use, possession, distribution, or sale of illegal drugs and controlled substances used
by any person while on CUSTOMERTOTAL premises or while engaged in performing
services for CUSTOMERTOTAL is absolutely prohibited. However, prescription medication
that is obtained by a valid prescription and that does not impair work performance or
fitness for duty is exempted from this prohibition. This prohibition also applies to the use,
possession, distribution, or sale of unauthorized alcohol, firearms, and explosives.
CUSTOMERTOTAL specifically reserves the right to carry out reasonable searches of
individuals, their person, effects and vehicles when entering, on, and leaving,
CUSTOMERTOTAL premises. Individuals found in violation shall be removed from
CUSTOMERTOTAL premises immediately, and, when warranted, individuals will be
reported to the appropriate law enforcement agencies. Submission to such a search is
strictly voluntary; however, refusal will be cause for not allowing that individual to come
onto or remain on CUSTOMERTOTAL premises.

14.02 SUPPLIER and Subcontractors shall assure that compressed gas cylinders are secured in
place on a regular cart or chained to a support in an upright position, that all cylinders not
in use are protected with protective valve caps, and that compressed oxygen and
flammable gases are not be stored together, or near combustible materials, but stored in
accordance with facility safety procedures.

14.03 No firearms, ammunition, or deadly weapons are permitted on CUSTOMERTOTAL

property except as may be authorized by CUSTOMERTOTAL for security purposes to
ensure adequate protection of property and employees.

14.04 All Suppler- and Subcontractors-provided safety equipment shall be properly maintained
and operable in accordance with manufacturer's instructions and legal regulations.

14.05 SUPPLIER and Subcontractors shall provide employees properly trained and qualified to
perform the work and to properly use all applicable safety equipment.

14.06 The CUSTOMERTOTAL Representative and SUPPLIER or Subcontractors shall review

the final/completed work site to determine that hazards related to the work site have been
removed in accordance with CUSTOMERTOTAL requirements.

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15.0 Suspension of the Work
The CUSTOMER TOTAL shall have the right to stop work by SUPPLIER or Subcontractors
at any time if the CUSTOMERTOTAL identifies the work environment as imminently
hazardous to persons, property, or the environment.

21
 APPENDIX 4
SCOPE OF WORKS

SERVICE 1: PREVENTATIVE MAINTENANCE

This service contract covers four service visits annually at three monthly intervals.

The service for Tank Gauging System consists of:

 Mechanical inspection of Rosemount Tank Radar System ( Visual inspection of the gauges and the
verification pin location. Calibration of gauge)
 Check system cable glands and terminations integrity
 System Hardware check (check Electronic cards health, relays and complete functionality)
 System Power/ Earth Check (Power supply from UPS and Electrical Integrity )
 Verify all tanks parameters manually
 Verify all hardware setup variables
 Check Radar Signal condition/ threshold values
 Check Rosemount Tank Radar data to Host system ( Communication)
 Verify Host system volume calculations
 System Software Back-ups
 Update Record of system Setup Information / System Log
 Supply comprehensive Check List and system information (Hard and Soft Copy) –one set
 Supply client with report onsite Maintenance Visit
 HLA Testing + ESD activation (check activation of ESd – 5 seconds). Check the HH, HL and LLO
alarms. HHL should activate ED and LLO should stop pump
 For Nairobi LPG site – test the IR Flame Detectors

SERVICE 2: STANDARD CALL-OUT AVAILABILITY

This service provides for a Technician to be called to site. The response time will be dependent on the site
location and modes of transport available, the Labour rates listed in Appendix A shall be applicable.

Call Centre number: +254 733 934 503, +254 720 634 503
Email address: adminrb2@burhaniengineers.com
fatema@burhaniengineers.com

Note: Contractual Customers have Priority on Site Call-Outs

22
List of Equipment for Automatic Tank Gauging

a. Nairobi LPG Terminal ATG&HLA

ITEM NO. ITEM DESCRIPTION QUANTITY

1. Rosemount Tank Gauging System (REX) with HLA 2
2. Raptor Tank Gauging System with HLA System plus the 2
HLA
3. Field Bus Modem 1
4. Field Communication UnitRDU 1
5. Tankmaster 1
6. 5300 for HHL 4
7. IR Flame Detectors 8

b. Shimanzi Terminal
ITEM NO. ITEM DESCRIPTION QUANTITY
1. REX Tank Gauging System for Fuel Tanks 2
2. Other HLA gauges 8

c. Changamwe Terminal
ITEM NO. ITEM DESCRIPTION QUANTITY
1. REX Tank Gauging System for Fuel Tanks 4
2. REX Tank Gauging System for (Bullet) LPG Tanks 1
3. Other HLA Gauges 8

ITEM NO. ITEM DESCRIPTION QUANTITY

1. Rosemount Tank Gauging System (REX) with HLA 4
2. Field Bus Modem 1
3. RDU 1
4. Tankmaster 1
5. 5300 for HHL 4

23
 APPENDIX 5
PRICE SCHEDULE VAT EXCLUSIVE
PRICING SCHEDULE

SERVICE
Total Kenya PlcLtd.
Item Days on Site Visits per Unit Price Total Price
Annum Per visit (Ksh) Ksh

ATG SERVICE
Nairobi Terminal (includes Flame 13 (24 hours) 12 3972,624,038.5 145,248.0039,0
Detector test) 0.00 38.50

Mombasa Terminal
 Changamwe Depot 2 (16 hours)2 12 9067,199,527.5 134,39890,527.
00 50.00
 Shimanzi Depot 2 (16 hours)1 12 67,199.0045,26 134,398.0045,2
3.67 63.67

High Level Alarm

24
Nairobi Terminal (LPG) 1 (8 hours) 12 34,91234,957.0 418,944419,48
0 4.00

Mombasa Terminal (LPG) 1 (8 hours) 12 34,95747,643.0 571,716419,48

0 4.00

Total per Year (Kshs) 1,404,704.00

1,013,797.67
16% VAT 224,752.6416
2,207.63
Total perTotal per Year (1st Year) 1,629,456.64
1,176,005.29

**NOTE : For second and third year the cost will increase by 5% per year.

1. Additional Charges Applicable to this Contract

Tank Gauging System

Engineering time (Office Hours): Kshs 2,007.00 Per Hour
Engineering Time (Non-Office Hours) Kshs 3,010.00 Per Hour
Subsistence and Local Transport (for Mombasa only) Kshs 3,500.00 Per Day
Telephonic Engineering Time (Office Hours): Kshs 721.00 Per Hour
Telephonic Engineering Time (Non-office Hours): Kshs 1,082.00 Per Hour
Transport Chargeable on Call-Out for Mombasa per person Kshs 12,031.00
Transport Chargeable on Call-Out for Nairobi Kshs 2,800.00
Repair and Exchange Services: On Request

All rates are exclusive of VAT

Supplying spare parts for ATG:

Supplying spare parts will be quoted for separately

Part No. Spares Parts Quantity Unit price(USD)

SPTHE39 Rex Transmitter Head Electronics 1 12,430.40
P5900S Raptor Transmitter Head Electronics 1 8,204.20
P2410 Tank Hub Electronics 1 1,917.60
P2240S Multi Spot Temperature Transmitter Board 1 2,352.80
SPFFCP FCU including a Fuse 125mA 1 2,315.40
SPF FCM Field / Group bus module 1 579.70

Note:
1. All prices are exclusive of VAT
2. We will charge extra freight charge in you order quantities below the quoted above.
3. These parts prices are valid for first year only. Will review based on Emerson price changes.
4. Spare parts list for Gas Detector to be quoted later.

25
 APPENDIX 6 5
KEY PERFORMANCE INDICATORS
Perfor Comment
Perfor
Key Performance manc
Target mance Penalties
Indicator e
Target
rating
Preventive 100% of cost incurred PM schedule and
Maintenance as per As per PM due to no scheduled job cards to be
1 100%
Annual PM Schedule schedule service penalties where submitted to Depot
submitted applicable engineers
2 On-time response to 5 days after 85% Non pay of 100% of cost
breakdowns receipt of work incurred for intervention
order/ relay of by Third party/another

26
 breakdown call supplier
24 hours after
Response to Penalty of 5% of the
receipt of work
emergency 85% repair cost to be
order/ relay of
breakdowns deducted
breakdown call
Re-currence of
3 problem after it has Within tolerance 100%
been solved
Service rendered by
the equipment
between services 100% of cost incurred
4 Nil 100%
(indicate days before scheduled service
equipment not in use
due to breakdown)
Quality of services Warning letter if same Provide material
rendered (Check the failure in less than three data sheets
5 frequency of 100% 100% months. Contractor to do
equipment under repeat works at his own
maintenance) cost within 9 days.
Warning letter for first Submission to
Compliance to violation, Suspension of engineer for
HSSEQ (PPEs, Work contract for six months for review before work
6 at Height, Lockout & 100% 100% second violation and starts
Tagout, JSA, Termination of contract for
Prevention Plan etc) subsequent none
compliance.
Attendance of Warning letter for non
7 Quarterly review Monthly 100% attendance with no valid
meeting reason.
None payment of 10% of
the Customer Quaterly
Submission of
PM cost if submitted more
8 accurate TKL Monthly 100%
than two weeks after the
Statements
expiry of the service
period
More than three from
different customers within
the
9 Customer complaints NIL 100% Quarter, warning letter or
suspension of contractor
for not less than two
months.

27