Terms and Conditions

General Terms and Conditions of Purchase Goods or Services

Below are the list of terms and condition to apply any tender. Please review all the information carefully.

ARTICLES 1 - GENERAL

The materials, supplies and/or services furnished by Supplier (together, the "Services") and covered by the CNA-Q Purchase Order ("PO") and/or other agreement (which, when combined with these Terms and Conditions and any other documents incorporated by reference, will constitute the "Agreement") are governed by the terms and conditions set forth herein. As used herein, the term "Supplier" includes Supplier/contractor/service provider and its sub-suppliers/contractors at any tier. No other terms or conditions will be binding upon the parties unless accepted by them in writing. Written acceptance or shipment of all or any portion of the materials and/or supplies ("Goods"), or the performance of all or any portion of the services, covered by the Agreement, will constitute Supplier’s unqualified acceptance of all of the Agreement’s terms and conditions. The terms of any proposal referred to in the Agreement are included and made a part of the Agreement only to the extent the proposal specifies the Services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of the Agreement.

ARTICLE 2 – TERM AND TERMINATION

  • 1.As applicable, the term of the Agreement ("Initial Term") will be stated in the Agreement. Following the Initial Term, the Agreement may be extended by written mutual agreement.
  • 2.CNA-Q’s obligation to proceed is conditioned upon the appropriation of state and other sources of funds not controlled by CNA-Q ("Funding"). CNA-Q will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the event that through no action or inaction on the part of CNA-Q, the Funding is withdrawn.
  • 3.CNA-Q may, by written notice stating the extent and effective date thereof, terminate the Agreement for convenience in whole or in part, at any time with not less than the number of days’ notice stated elsewhere in the Agreement. As specified in the termination notice, CNA-Q will pay Supplier as full compensation the pro rata Agreement price for performance through the date CNA-Q provided Supplier with notice of termination or through the date that Services will terminate.
  • 4.CNA-Q may by written notice terminate the Agreement for Supplier’s breach of the Agreement, in whole or in part, at any time, if Supplier refuses or fails to comply with the provisions of the Agreement, or so fails to make progress as to endanger performance and does not cure such failure within a reasonable period of time, or fails to supply the Services within the time specified or any written extension thereof. In such event, CNA-Q may purchase or otherwise secure Services and, except as otherwise provided herein, Supplier will be liable to CNA-Q for any excess costs CNA-Q incurs thereby.
  • 5.CNA-Q reserves the right to suspend the performance of the Contract at any time through notification made by registered letter with acknowledgement of receipt sent to the Supplier. In such a case, the Supplier may claim compensation that shall be restricted to the additional expenditure duly proven that has been directly caused by the suspension, to the exclusion if any indirect damage including loss of profit.
  • 6.Either of the parties may terminate the Contract as of right, without prejudice to the exercise of its other rights and remedies, in the case where:
  • a. If an event of force majeure occurs that is of such a nature as to delay the performance of the Contract by more than thirty (30) calendar days, without further formality other than the dispatch to the other party of registered letter with acknowledgement of receipt or
  • b. The other party fails in any of its obligations under the Contract and shall not have remedied this defect within fifteen (15) calendar days following receipt of an official notification sent by registered letter with acknowledgement of receipt from the non-defaulting party. CNA-Q may be entitled to terminate should it emerge during the course of the performance of the Contract, that the subject thereof will eventually be rejected in whole or in part, if it were to be completed.
  • c. The CNA-Q may terminate the Contract for convenience with one (1) months’ notice, merely by sending a registered letter with acknowledgement of receipt to the Supplier.

ARTICLE 3 – PAYMENT, EXTRA CHARGES, TAXES

CNA-Q will pay Supplier, upon submission of acceptable invoices, for Services rendered and accepted. All invoices must be itemized and reference the Agreement or PO number. CNA-Q will not pay cartage, shipping, packaging or boxing expenses, unless specified in the Agreement. Invoices must be accompanied by shipping documents or photocopies of such, if transportation is payable and charged as a separate item. Supplier will pay all contributions, taxes and premiums payable under state and local laws measured upon the payroll of employees engaged in providing Services under the Agreement, and all applicable, excise, transportation, privilege, occupational and other taxes applicable to the Services. Where applicable, Supplier will pay all sales and use taxes imposed on the Supplier.

  • 1. The prices indicated in the Order shall be firm and definitive for the term of the Contract. Unless otherwise stipulated in the Contract, the payment of the amounts due to the Supplier shall be made in Qatari Riyals (QAR), as the currency of both the account and of payment.
  • 2. Invoices shall indicate the complete references of the Contract and shall be issued by the Supplier in accordance with the due dates stipulated in the Contract, subject to the complete performance by the Supplier of its corresponding obligations.
  • 3. Unless stipulated otherwise in the Contract, the invoices issued by the Supplier shall be paid by CNA-Q within 30 days end of the month from the date of their reception. As long as the Supplier has not fully fulfilled its obligations, CNA-Q is authorized to retain all or part of the corresponding payment of the price.
  • 4. At any time, CNA-Q is entitled to deduct from payments due to the Supplier in consideration of the performance of its obligations, any amount that the Supplier is accountable for under the Contract, especially in application of the provisions of Articles.

TAX DEFINITIONS:

  • "Law No. 21 of 2009" (the "Income Tax Law") means the tax Law No. 21 of 2009, as issued in the Emiri Diwan on 17 November 2009, effective from 1 January 2010.
  • "Non-resident" means not tax resident
  • "Permanent Establishment" under the Income Tax Law is defined as a "fixed place of business through which the business of a taxpayer is wholly or partly carried on, including, for instance, a branch, office, factory, workshop, mine, oil or gas well, quarry, a building site, an assembly project or a place of exploration, extraction or exploitation of natural resources. It also means the activity carried on by the taxpayer through a person acting on behalf of the taxpayer or in his interest, other than an agent of independent status".
  • "Public Revenue and Taxes Department" means the Government body responsible for the imposition and regulation of taxes within the State of Qatar.
  • "Royalties" as defined under the Income Tax Law means payments of any kind made as a consideration for the use of, or the right to use, any copyright of literary, artistic or scientific work, including cinematograph films, or films or discs used for radio or television broadcasting, any patent, trademark, design or model, plan, secret formula or process, or for the use of, or the right to use, industrial, commercial or scientific equipment or for information concerning industrial, commercial or scientific experience
  • "Tax Card" is the proof of registration with the PRTD.
  • "Tax Circular No. 2 of 2011" means the Tax Circular as issued by Yousef Hussain Kamal, Minister of Economy and Finance, on 12 June 2011, dealing with withholding tax and contract retention.
  • "Taxes" means any taxes levied in the State of Qatar under the Income Tax Law, the Executive Regulations to the Income Tax Law, Tax Circular No. 2 of 2011 or Tax Circular No. 3 of 2011.
  • "Technical Fees" under the Income Tax Law means any amounts paid for technical services or technological or consulting services, which include the services rendered by engineers, expatriates, technicians and consultants in the technical and technological field, in line with the guidance provided by the PRTD in their issuance of a set of Frequently Asked Questions in relation to the application of Law No. 21 of 2009 and the Executive Regulations, in August 2011.
  • "Temporary Branch" is the PE registration of a non-resident corporate, whose Commercial Registration is linked to a specific contract(s) and the registration is for a non-permanent duration.
  • "Withholding Tax" ("WHT") means the tax to be withheld by CNAQ on certain payments made to a non-resident with activities not connected to a permanent establishment in the State of Qatar.

Taxes

This clause applies to Services rendered ONLY
Pursuant to Article (11) of the Income Tax Law, certain payments by CNAQ to Non-Residents with respect to Activities not connected with a Permanent Establishment in the State (including business entities established in GCC countries) shall be subject to withholding tax as follows: 1. 5% of Royalties and Technical Fees; and 2. 7% of interest, commissions, brokerage fees, director’s fees, attendance fees and any other payments for services carried out wholly or partly in the State of Qatar. The Service Provider shall comply with the requirements of Law No. 21 of 2009; more particularly, it shall: i. If applicable, provide CNAQ with copy of valid Tax Card and Service Provider’s Commercial Registration issued by the Ministry of Business and Trade in the State of Qatar and any relevant documents as requested by CNAQ and; ii. Promptly settle all taxes due from it, if such is applicable and timely submit receipts and other documents to CNAQ, if and when required by CNAQ. The above information is provided only as guidance to the Service Provider and the Service Provider shall rely on its own counsel with regard to its tax liability. CNAQ disclaims any liability with respect to such information. At the time of each payment under the Agreement, should the Service Provider fail to provide CNAQ with the documentation outlined in (ii) in the above paragraph,CNAQ shall apply Withholding Tax (WHT) as applicable to the respective payments, as though the Service Provider is a Non-Resident of Qatar without a Permanent Establishment therein. Without prejudice to CNAQ’s obligations under the Income Tax Law to deduct WHT the Service Provider shall be solely responsible for payment of any Taxes, WHT, Duty and any other Taxes or duty of whatsoever kind levied to the Service Provider, his subcontractors and/or their respective personnel in connection with the contract and work in the State of Qatar and elsewhere. Moreover, the Service Provider shall protect, indemnify and hold harmless CNAQ from and against any claim, cost, demand and liability in respect of any Taxes or duties of whatsoever kind levied on the Service Provider and its subcontractors and/or their representative personnel in connection with this Agreement and the work, to the extent the same remains outstanding. Retention Amount If the Service Provider is a foreign entity who has a Registered Temporary Branch in Qatar with the Ministry of Business and Trade, and the validity of its Commercial Registration is not less than one year, then the final contractual payment or 3% of the contract value, whichever is greater (not to include cost of procurement of items or works performed abroad) shall be retained by CNAQ until completion of the Agreement, as required under Tax Circular No. 2 of 2011. The amounts withheld by way of retention shall be held as security to cover the Service Provider’s Tax liability and where requested by the Public Revenue and Taxes Department, CNAQ shall forward any amounts so withheld or secured to the Public Revenues and Taxes Department. Failure by CNAQ to withhold such retention shall not relieve the Service Provider from its liability to pay the Tax concerned. The sum withheld shall be released to the Service Provider promptly upon the Service Provider providing a no-objection letter issued by the Public Revenues and Taxes Department and addressed to CNAQ.

ARTICLE 4 – INSPECTION

The Services furnished will be exactly as specified in the Agreement, free from all defects in Supplier's performance, design, workmanship and materials, and, except as otherwise provided in the Agreement, will be subject to inspection and test by CNAQ at all times and places. If, prior to final acceptance, any Services furnished are found to be incomplete, or not as specified, CNAQ may reject them, require Supplier to correct them without charge, or require delivery of such Services at a reduction in price that is equitable under the circumstances. If Supplier is unable or refuses to correct such items within a time CNA-Q deems reasonable, CNA-Q may terminate the Agreement in whole or in part. Supplier will bear all risks as to rejected Services and, in addition to any costs for which Supplier may become liable to CNA-Q under other provisions of the Agreement, will reimburse CNA-Q for all transportation costs, other related costs incurred, or payments to Supplier in accordance with the terms of the Agreement for unaccepted Services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for latent defects, fraud or such gross mistakes as amount to fraud.

ARTICLE 5 – ASSIGNED PERSONNEL; CHARACTER OF SERVICES

Supplier will provide the Services as an independent contractor and furnish all equipment, personnel and materiel sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as CNA-Q may so require. Supplier will devote only its best-qualified personnel to work under the Agreement. Should CNA-Q inform Supplier that anyone providing the Services is not working to this standard, Supplier will immediately remove such personnel from providing Services and he or she will not again, without CNA-Q’s written permission, be assigned to provide Services. At no time will Supplier or Supplier’s employees, sub-suppliers, agents, or assigns be considered employees of or any purpose, including but not limited to workers’ compensation provisions.

ARTICLE 6 –WARRANTIES

  • 1. General Provisions Without prejudice to the legal provisions applicable, the Supplier guarantees the Goods and/or the result of the Services against any defect in design, material, workmanship and assembly throughout the term defined in Articles as the case may be. This guarantee includes the cost of parts and labor. The Supplier’s warranty does not include defects resulting from normal wear and tear on the Goods, usage not compliant with the associated documentation or negligence demonstrated by the Supplier attributable to the Purchaser and/or its staff. Should the Supplier fail in the performance of its warranty obligation, the Purchaser may itself remedy the failing and/or assign a third party of its choice to perform the remedy, at the Supplier’s cost and risks, after an official notification by registered letter has remained unfruitful for seven (7) calendar days. The Supplier shall then do everything possible to facilitate the intervention of the Purchaser or the third-party company under the most favorable conditions and especially it shall remit to them the tooling, plans, studies and any other necessary documents
  • Warranty applicable to production Goods or Services Unless the Contract provides otherwise, the contractual term of the warranty shall be twenty-four (24) months from the date on which the Purchaser’ system, or set or product which incorporate the Goods and/or results of Services is put into service, and thirty-six (36) months as a maximum from the delivery of the Goods and/or Services at the Purchaser’ Site. During the warranty period, the Supplier shall correct or replace, at its expense, any defect notified to it by the Purchaser, within a period not to exceed two (2) working days as from the written notification sent by the Purchaser. To this end, it shall apply the most appropriate solution between repair, replacement of the defective part in the Good, or re-design of the Good, after the Purchaser has consented thereto. Replacement, repair or re-design operations shall cover all of the Goods to be delivered in the context of a single Order, including spare parts. The Supplier shall also cover the costs relating to the logistics, disassembly and installation of the Goods on the Client’s equipment, depending on the case. Any replacement or repair, even partial, of/to a Good affected by a defect shall give rise to the application of a new warranty period covering the Good concerned for a period of twenty-four (24) months from the date of the repair or replacement. Furthermore, the Supplier undertakes to ensure subject to further Purchaser’s orders, that the Goods will remain available, as well as depending on the case, their sub-sets, components or spare parts, in compliance with the Technical Specifications and this shall be for a period of thirty (30) years from the date of the Order. Should the Supplier be unable to fulfill such a commitment, it undertakes to transmit to the Purchaser, free of charge, all of the drawings, specifications documentation, specific tools, documents and other information, regardless of the medium they are on, in order to enable the Purchaser to find an alternative source of manufacture, sale, repair and/or maintenance relating to the Goods, their sub-sets, components or spare parts.
  • Warranty applicable to non-production Goods or Services Unless there are different provisions in the Order, the contractual term of the warranty shall be twenty-four (24) months
    • a. from the date of acceptance when the Goods and/or Services are subject to the provisions of Article 14 or
    • b. From the date of delivery to the Purchaser’ Site in the opposite case. During the warranty period, the Supplier shall correct or replace at its own expense, any defect notified to it by the Purchaser, within a period not to exceed five (5) working days from the time of written notification sent by the Purchaser unless another deadline shall have been set by mutual agreement between the parties.The replacement and repair operations shall cover all of the Goods to be delivered as part of a single Order, including spare parts. Unless there are different stipulations in the Special Conditions, any replacement or repair, even partial, to a Good affected by a defect shall be productive of an application for a new warranty period covering the Good in question for a period of twenty-four (24) months from the date of repair or replacement.
    In addition to the warranties set forth in Articles 11, 12, 17, 23, 24 and 25 herein, Supplier makes the following warranties. Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agreement and CNA-Q will have the right to terminate the Agreement without damage, penalty, cost or further obligation.
  • 1.General Warranties. Supplier agrees that the Services furnished under the Agreement will be covered by the most favorable warranties Supplier gives to any customer for the same or substantially similar services, or such other more favorable warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to CNA-Q by any other article of the Agreement.
  • 2. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and of the state, territory and political subdivision or any other country in which the Services are provided.
  • 3. State Water and Air Pollution Laws. Where applicable, Supplier warrants that it complies with the requirements in CNA-Q‘s Energy Saving Policy as well in line with state energy conservation law. Consistent with State Government Code, these requirements do not permit CNA-Q to contract with entities in violation of State water or air pollution laws.
  • 4. Requirements. Supplier warrants that:
    • a. It complies with Local disabilities laws and regulations; and
    • b. The Services will conform to the accessibility requirements of IFMA, QCS and other applicable. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Services.
  • 5. Warranty of Quiet Enjoyment. Supplier warrants that Supplier has the right to use all intellectual property that will be needed to provide the Services.
  • 6. Child Abuse and Neglect Reporting Act Where applicable, Supplier warrants that it complies with local regulations.
  • 7. Debarment and Suspension. Supplier warrants that it is not presently debarred, suspended, proposed for debarment, or declared ineligible for award of federal contracts or participation in federal assistance programs or activities.

ARTICLE 7 –INTELLECTUAL PROPERTY, COPYRIGHT AND PATENTS

  • A. Services Involving Work Made for Hire. 1) Unless CNA-Q indicates that the Services do not involve work made for hire, Supplier acknowledges and agrees that any deliverables provided to CNA-Q by Supplier in the performance of the Agreement, and any intellectual property rights therein, (hereinafter the "Deliverables")will be owned by CNA-Q. The Deliverables will be considered "work made for hire" under Local and International copyright law and all right, title, and interest to and in such Deliverables including, but not limited to, any and all copyrights or trademarks, will be owned by CNA-Q. In the event that it is determined that CNA-Q is not the owner of such Deliverables under the "work made for hire" doctrine of local & International copyright law, Supplier hereby irrevocably assigns to CNA-Q all right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto. 2) The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other proprietary materials (hereinafter "Pre-Existing Materials") in the Deliverables without CNA-Q’s prior written permission. In the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, CNA-Q is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables. 3) Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish CNA-Q complete information with respect thereto and CNA-Q will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result. 4) Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to CNA-Q as well as all right, title and interesting tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that CNA-Q may require in order to effectuate such assignment.
  • B. Services Not Involving Work Made for Hire. 1) If the Services do not involve work made for hire, and in the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, CNA-Q is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables. 2) The Deliverables must be new and original. Supplier must not use any Pre-Existing Materials in the Deliverables without CNA-Q’s prior written permission. 3) Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish CNA-Q complete information with respect thereto and CNA-Q will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result. 4) Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to CNA-Q as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that CNA-Q may require in order to effectuate such assignment.
  • C. General. Should the Services become, or in Supplier’s opinion be likely to become, the subject of a claim of infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written notice to CNA-Q of the circumstances giving rise to such claim or likely claim. In the event that CNA-Q receives notice of a claim of infringement or is made a party to or is threatened with being made a party to any claim of infringement related to the Services, CNA-Q will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either (at Supplier’s sole election) 1) procure for CNA-Q the right to continue to use the affected portion of the Services, or 2) Replace or otherwise modify the affected portion of the Services to make them non-infringing, or obtain a reasonable substitute product for the affected portion of the Services, provided that any replacement, modification or substitution under this paragraph does not effect a material change in the Services’ functionality. If none of the foregoing options is reasonably acceptable to CNA-Q, CNA-Q will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

ARTICLE 8 – INDEMNITY

Supplier will defend, indemnify, and hold harmless CNA-Q, its officers, employees, and agents, from and against all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. CNA-Q agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that CNA-Q will cooperate fully in such defense. CNA-Q retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY

The Supplier indemnifies CNAQ against any claim or proceedings ("Action") brought against CNAQ based upon any allegation of Intellectual Property rights infringement in relation to Services or deliverables supplied by the Service Provider, provided that:

  • (a) CNAQ co-operates with the Supplier in defending or settling the Action and makes its employees available to give statements, advice and evidence as the Supplier may reasonably request, subject to CNAQ being reimbursed for all reasonable costs and expenses occasioned by CNAQ co-operation in such defence;
  • (b) The Supplier is notified promptly in writing of any Action and is given the authority and information required for the conduct of the defence.
The Supplier warrants that neither the Supplier’s supply of the Services nor use of any part of the Services by CNAQ will in any way constitute an infringement or other violation of the Intellectual Property of any person.

ARTICLE 9 – INSURANCE

    Supplier, at its sole cost and expense, will insure its activities in connection with providing the Services and obtain, keep in force, and maintain the following insurance with the minimum limits set forth below, unless CNA-Q specifies otherwise:
  • A. Commercial Form General Liability Insurance (contractual liability included) with limits as follows: 1. Each Occurrence QAR. 1,000,000 2. Products/Completed Operations Aggregate QAR. 2,000,000 3. Personal and Advertising Injury QAR. 1,000,000 4. General Aggregate QAR. 2,000,000
  • B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less than one million Qatari Riyals (QAR.1, 000,000) per occurrence. (Required only if Supplier drives on CNA-Q premises or transports CNA-Q employees, officers, invitees, or agents in the course of supplying the Services to CNA-Q.)
  • C. If applicable, Professional Liability Insurance with a limit of two million Qatari Riyals (QAR.2, 000,000) per occurrence with an aggregate of not less than two million Qatari Riyals (QAR.2, 000,000). If this insurance is written on a claimsmade form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement.
  • D. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million Qatari Riyals (QAR.1, 000,000) per occurrence.
  • E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one million Qatari Riyals (QAR.1, 000,000). Supplier will endorse such policy to include a "Regents of CNA-Q Coverage" or "Joint Payee Coverage" endorsement. CNA-Q and, if so requested, CNA-Q’s Governing Body, employees, agents and sub-suppliers will be named as "Loss Payee, as Their Interest May Appear" in such Fidelity Bond.
  • F. Additional other insurance in such amounts as may be reasonably required by CNA-Q against other insurable risks relating to performance. If the above insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the above insurance coverage is modified, changed or cancelled, Supplier will provide CNA-Q with not less than fifteen (15) days’ advance written notice of such modification, change, or cancellation, and will promptly obtain replacement coverage that complies with this Article.
  • G. The coverage’s referred to under A and B of this Article must include CNA-Q as an additional insured. It is understood that the coverage and limits referred to under A, B and C of this Article will not in any way limit Supplier’s liability. Supplier will furnish CNA-Q with certificates of insurance (and the relevant endorsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will:
  • 1. Indicate that The Regents of the University of CNA-Q has been endorsed as an additional insured for the coverage referred to under A and B of this Article. This provision will only apply in proportion to and to the extent of the negligent acts or omissions of Supplier, its officers, agents, or employees. 2. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible insurance or program of self-insurance carried or maintained by CNA-Q.

ARTICLE 10 – USE OF CNA-Q NAME AND TRADEMARKS

Supplier will not use the CNA-Q name, abbreviate ion of the CNA-Q name, trade names and/or trademarks (i.e., logos and seals) or any derivation thereof, in any form or manner in advertisements, reports, or other information released to the public, or place the CNA-Q name, abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, production, or services for sale or distribution to the public, without CNA-Q’s prior written approval. Supplier agrees to comply at all times with applicable CNA-Q Policies.

ARTICLE 11 – FEDERAL ACQUISITION REGULATIONS – COMMERCIAL GOODS AND SERVICES

Supplier who supplies commercial materials, supplies or services certifies and represents its compliance with the following clauses, as applicable. Supplier shall promptly notify CNA-Q of any change of status with regard to these certifications and representations. These certifications and representations are material statements upon which CNA-Q will rely: A. Contractor Code of Business Ethics and Conduct; B. Utilization of Small Business Concerns; C. Contract Work Hours and Safety Standards; D. Non displacement of Qualified Workers; E. Prohibition of Segregated Facilities; F. Equal Opportunity; G. Equal Opportunity for Workers with Disabilities; H. Employment Reports on Nationals; I. Notification of Employee Rights Under the Applicable Act; J. Service Contract Labor Standards; K. Combating Trafficking in Persons; L. Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements; M. Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services - Requirements; N. Employment Eligibility Verification; O. Minimum Wages Under applicable local law P. Promoting Excess Food Donation to Non-profit Organizations and recycling programs Q. Promoting Energy Conservation In these provisions, the term "contractor" as used therein will refer to Supplier, and the terms "Client" or "CNA-Q" as used therein will refer to College of North Atlantic - Qatar. Where a purchase of items is for fulfillment of a Government prime or subcontract, additional information and/or terms and conditions may be included in an attached supplement. By submitting an invoice to CNA-Q, Supplier is representing to CNA-Q that, at the time of submission: 1. Neither Supplier nor its principals are presently debarred, suspended, or proposed for debarment by the Qatar government; 2. Supplier has filed all compliance reports required by the Equal Opportunity clause; and 3. Any Supplier representations to CNA-Q about state and local classifications, including but not limited to size standards, ownership, and control, are accurate and complete.

ARTICLE 12 – EQUAL OPPORTUNITY AFFIRMATIVE ACTION

Supplier will abide by the requirements set forth in State Laws, wherever applicable, Supplier will abide by applicable policies, incorporated by reference with this statement: "This contractor and subcontractor shall abide by the requirements local civil code and labor act. These regulations prohibit discrimination against qualified individuals based on their status as protected individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability." With respect to activities occurring in the State of Qatar, Supplier agrees to adhere applicable Employment and Housing Act. Supplier will provide CNA-Q on request a breakdown of its labor force by groups as specified by CNA-Q, and will discuss with CNA-Q its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by local law. Separate or single-user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy.

ARTICLE 13 – LIENS

Supplier agrees that upon CNA-Q’s request, Supplier will submit a sworn statement setting forth the work performed or material furnished by sub-suppliers and material men, and the amount due and to become due to each, and that before the final payment called for under the Agreement, will upon CNA-Q’s request submit to CNA-Q a complete set of vouchers showing what payments have been made for such work performed or material furnished. Supplier will promptly notify CNA-Q in writing, of any claims, demands, causes of action, liens or suits brought to its attention that arise out of the Agreement. CNA-Q will not make final payment until Supplier, if required, delivers to CNA-Q a complete release of all liens arising out of the Agreement, or receipts in full in lieu thereof, as CNA-Q may require, and if required in either case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien could be filed; but Supplier may, if any sub-supplier refuses to furnish a release or receipt in full, furnish a bond satisfactory to CNA-Q to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Supplier will refund to CNA-Q all monies that CNA-Q may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees.

ARTICLE 14 – PERFORMANCE OF THE CONTRACT

The Supplier shall deliver the Goods and/or perform the Services in accordance with the Technical Specifications, the applicable industry standards and the timetable for performance defined in the Contract. To this end, the Supplier commits himself to achieve performance and results under this Contract. The performance deadlines may only be extended or reduced through an amendment to the Contract, Any modification to the Contract shall only be binding upon the parties if the said modification has been formalized by an amendment to the Contract. 2. The Supplier shall request from CNA-Q in due time, any approvals and instructions needed for the correct performance of the Contract. For its part and as the case may be, CNA-Q shall make available to the Supplier the materials and/or perform the works identified in the Contract. It shall also provide access to the delivery site for the Goods and/or performance of the Services (hereinafter the "Site" or "Sites"). 3. In accepting the Order, the Supplier expressly acknowledges having received communication of all of the documents and information that it needs in order to assess the commitments that it has subscribed to under the Contract as well as the conditions for the performance thereof, especially concerning the safety standards in force at the Site and any possible dangers connected with the installations and/or machinery nearby, whether these have been received spontaneously from the CNA-Q , or whether it has itself solicited them in the performance of its obligation as a professional to solicit all of the documents and information necessary for the correct performance of its obligations under the Contract. 4. Throughout the term of the performance of the Contract, the Supplier shall be responsible for its staff complying with CNA-Q’s internal rules and conditions of access, health and safety rules applicable at the Site. The Supplier shall inform CNA-Q immediately of any event that might affect the performance of the Contract, especially as regards safety. 5. The Supplier shall be responsible for implementing all of the necessary resources for the performance of its obligations under the Contract, with the exception of those specifically mentioned in the Contract as being the responsibility of CNA-Q. The Supplier shall have all of the materials and tools needed for the performance of the Contract and shall allocate qualified staff in sufficient numbers to the performance of the Contract within the contractual deadline. 6. Unless different procedures are specified in the Special Conditions, the Supplier shall send the CNA-Q , a weekly activity report tracing the Goods and/or Services performed and any difficulties encountered, which shall include in particular a progress report and any non-compliance datasheets created based on a format that the CNA-Q shall have previously agreed in writing. 7. Maximum by within seven (7) days at the latest of the Contract coming into force, the Supplier shall appoint a staff member as a project manager and shall inform CNA-Q thereof. The project manager thus appointed shall be responsible for directing the operations necessary for the delivery of the Goods and/or the performance of the Services and shall be solely entitled to give instructions to the Supplier’s staff who are responsible for the performance of the Services on Site. It shall be the Supplier’s contact person of the CNA-Q. 8. The Supplier shall be responsible for matters of scheduling and staff and agrees to comply with labor legislation especially that concerning working hours, weekly rest and possibly additional rest periods and annual or other leave and shall be responsible for paying all of the contributions that relate to its staff. 9. The Supplier shall fulfill at its own expenses, all formalities and obligations imposed by the regulatory authorities concerning the registration, evaluation, authorization and restrictions of chemicals. It shall also undertake to ensure that its own Suppliers will comply with the Regulation. The Supplier shall provide CNA-Q, upon its request with a certificate establishing its conformity with the Regulation’s terms and conditions. In the event of noncompliance with the formalities imposed by the said Regulation, the Supplier shall undertake to compensate any damage that may result thereof.

ARTICLE 15 – PREMISES WHERE SERVICES ARE PROVIDED

A. Cleaning Up. Supplier will at all times keep CNA-Q premises where the Services are performed and adjoining premises free from Accumulations of waste material or rubbish caused by its employees or work of any of its sub-suppliers, and, at the completion of the Services; will remove all rubbish from and about the premises and all its tools, scaffolding, and surplus materials, and will leave the premises "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Supplier and its sub-suppliers as to responsibility for the removal of the rubbish, or if it is not promptly removed, CNA-Q may remove the rubbish and charge the cost to Supplier. B. Environmental, Safety, Health and Fire Protection. Supplier will take all reasonable precautions in providing the Services to protect the health and safety of CNA-Q employees and members of the public and to minimize danger from all hazards to life and property, and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements (including reporting requirements). In the event that Supplier fails to comply with such regulations and requirements, CNA-Q may, without prejudice to any other legal or contractual rights of CNAQ, issue an order stopping all or any part of the performance of the Services; thereafter a start order for resumption of performing the Services may be issued at CNA-Q’s discretion. Supplier will not be entitled to make a claim for extension of time or for compensation or damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier and its sub-suppliers on CNA-Q premises, or any other person who enters upon CNA-Q premises for reasons relating to the Agreement. Supplier will at all times maintain good order among its employees and all other persons who come onto CNA-Q's premises at Supplier's request and will not engage any unfit or unskilled person to provide the Services. Supplier will confine its employees and all other persons who come onto CNA-Q's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of CNA-Q's premises where the Services are to be performed or to roads leading to and from such work sites, and to any other area which CNA-Q may permit Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon CNA-Q premises at Supplier’s request. Such measures and precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on the premises that could be dangerous and to prevent accidents of any kind whenever the Services are being performed in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or facilities are the property of or are being operated by, Supplier, its sub-suppliers, CNA-Q or other persons. To the extent compliance is required, Supplier will comply with all relevant CNA-Q safety rules and regulations when on CNA-Q premises. C. Tobacco-free Campus Buildings. CNA-Q is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other tobacco products are prohibited on all CNA-Q owned or leased Buildings.

ARTICLE 16 – LIABILITY FOR CNA-Q - FURNISHED PROPERTY

Supplier assumes complete liability for any materials CNA-Q furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any CNA-Q materials Supplier damages or otherwise is not able to account for to CNA-Q's satisfaction. CNA-Q furnishing to Supplier any materials in connection with the Agreement will not, unless otherwise expressly provided in writing by CNA-Q, be construed to vest title thereto in Supplier.

ARTICLE 17 – COOPERATION

Supplier and its sub-suppliers, if any, will cooperate with CNA-Q and other suppliers and will so provide the Services that other cooperating suppliers will not be hindered, delayed or interfered with in the progress of their work, and so that all of such work will be a finished and complete job of its kind.

ARTICLE 18 – ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS

While other terms in the Agreement apply to the furnishing of all types of Services, the terms in this Article have special application to the furnishing of Goods, and apply notwithstanding the terms in Article 33, Amendments: A. Price Decreases. Supplier agrees immediately to notify CNA-Q of any price decreases from its suppliers, and to pass through to CNA-Q any price decreases. B. Declared Valuation of Shipments. Except as otherwise provided in the Agreement, all shipments by Supplier under the Agreement for CNA-Q's account will be made at the maximum declared value applicable to the lowest transportation rate or classification and the bill of lading will so note. C. Title. Title to the Goods purchased under the Agreement will pass directly from Supplier to CNA-Q at the f.o.b. point shown, or as otherwise specified in the Agreement, subject to CNA-Q’s right to reject upon inspection. D. Changes. CNA-Q may make changes within the general scope of the Agreement in drawings and specifications for specially manufactured Goods, place of delivery, method of shipment or packing of the Goods by giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of the Agreement, CNA-Q and Supplier will agree upon an equitable adjustment in the price and/or delivery terms. Supplier may not make changes without CNA-Q’s written approval. Any claim of Supplier for an adjustment under the Agreement must be made in writing within thirty (30) days from the date Supplier receives notice of such change unless CNA-Q waives this condition in writing. Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement as changed hereunder. Supplier may not alter or misbrand, within the meaning of the applicable State laws, the Goods furnished. E. Forced, Convict and Indentured Labor. Supplier warrants that no foreign-made equipment, materials, or supplies furnished to CNA-Q pursuant to the Agreement will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. If CNA-Q determines that Supplier knew or should have known that it was breaching this warranty, CNA-Q may, in addition to terminating the Agreement, remove Supplier from consideration for CNA-Q contracts for a period not to exceed one year. F. Export Control. If any of the Goods is export-controlled under the International Traffic in Arms Regulations or controlled on a military strategic goods list, Supplier agrees to provide CNA-Q (the contact listed on the Purchase Order) with written notification that identifies the export-controlled Goods and such Goods’ export classification.

ARTICLE 19 – CONFLICT OF INTEREST

Supplier affirms that, to the best of Supplier’s knowledge, no CNA-Q employee who has participated in CNA-Q’s decision-making concerning the Agreement has an "economic interest" in the Agreement or Supplier. Supplier will not be in a reporting relationship to a CNA-Q employee who is a near relative, nor will a near relative be in a decision making position with respect to Supplier.

ARTICLE 20 – AUDIT REQUIREMENTS

The Agreement is subject to the examination and audit of the State Audit Bureau or Comptroller of CNA-Q or designated Internal Auditor for a period of up to seven (7) years after final payment under the Agreement. CNA-Q, and if the underlying grant or cooperative agreement so provides, the other contracting party or grantor (and if that be the State of Qatar or an instrumentality thereof, then the Representatives of Local Authorities) will have access to and the right to examine Supplier’s pertinent books, documents, papers, and records involving transactions and work related to the Agreement until the expiration of seven (7) years after final payment under the Agreement. The examination and audit will be confined to those matters connected with the performance of the Agreement, including the costs of administering the Agreement.

ARTICLE 21 – CONFIDENTIALITY

Supplier will use its best efforts to keep confidential any information provided by CNA-Q and marked "Confidential Information," or any oral information conveyed to Supplier by CNA-Q and followed by a written communication within thirty (30) days that the information is Confidential Information. This non-disclosure provision will not apply to any of the following: A. Information which Supplier can demonstrate by written records was known to Supplier prior to the effective date of the Agreement; B. Is currently in, or in the future enters, the public domain other than through a breach of the Agreement or through other acts or omissions of Supplier; C. Is obtained lawfully from a third party; or D. Is required to be disclosed under the applicable Act or legal process.

ARTICLE 22 – CNA-Q WHISTLEBLOWER POLICY

CNA-Q is committed to conducting its affairs in compliance with the law, and has established a process for reporting and investigating suspected improper governmental activities.

ARTICLE 23 – ENVIRONMENTALLY PREFERABLE PRODUCTS

Supplier will use environmentally preferable products and services (i.e., products and services with a lesser or reduced effect on human health and the environment), to the maximum possible extent consistent with the Agreement. Information on environmentally preferable products and services is available at Ministry of Municipality and Environmental affairs.

ARTICLE 24 – PATIENT PROTECTION AND AFFORDABLE CARE - EMPLOYER SHARED RESPONSIBILITY

If the Services involve Supplier furnishing CNA-Q with temporary or supplementary staffing, Supplier warrants that: A. If Supplier is an Applicable Large Employer: 1. Supplier offers health coverage to its full-time employees who are performing Services for CNA-Q; 2. Supplier’s cost of enrolling such employees in Supplier’s health plan is factored into the fees for the Services; and 3. The fees for the Services are higher than what the Services would cost if Supplier did not offer health coverage to such full-time employees. B. If Supplier is not an Applicable Large Employer (as defined above): 1. Supplier offers group health coverage to its full-time employees who are performing Services for CNA-Q and such coverage is considered Minimum Essential Coverage and is Affordable; or 2. Supplier’s full-time employees who are performing services for CNA-Q have individual coverage and such coverage satisfies the Local Labor Law requirements for mandated individual coverage.

ARTICLE 25 - PREVAILING WAGES

Unless CNA-Q notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier will comply, and will ensure that all sub-suppliers comply, with CNA-Q prevailing wage provisions, including but not limited with those set forth in applicable Labor Code sections. For purposes of the Agreement, the term "sub-supplier" means a person or firm, of all tiers, that has a contract with Supplier or with a sub-supplier to provide a portion of the Services. The term sub-supplier will not include suppliers, manufacturers, or distributors. Specifically, and not by way of limitation, if apprenticable occupations are involved in providing the Services, Supplier will be responsible for ensuring that Supplier and any sub-suppliers comply with applicable Labor Code Section. Supplier and sub-supplier may not provide the Services unless currently registered and qualified to perform public work pursuant to applicable Labor Code Section. Notwithstanding the foregoing provisions, Supplier will be solely responsible for tracking and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage requirements. Applicable Local Labor Law has ascertained the general prevailing per diem wage rates in the locality in which the Services are to be provided for each craft, classification, or type of worker required to provide the Services. A copy of the general prevailing per diem wage rates will be made available to any interested party upon request. By this reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Supplier in providing the Services. Supplier will cause all subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such sub-suppliers in providing the Services. The Services are subject to compliance monitoring and enforcement by CNA-Q. Supplier will forfeit, as a penalty, not more than QAR.700 for each calendar day or portion thereof for each worker that is paid less than the prevailing rates as determined by CNA-Q for the work or craft in which the worker is employed for any portion of the Services provided by Supplier or any sub-supplier. The amount of this penalty will be determined pursuant to applicable law. Such forfeiture amounts may be deducted from the amounts due under the Agreement. If there are insufficient funds remaining in the amounts due under the Agreement, Supplier will be liable for any outstanding amount remaining due. Supplier will also pay to any worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Services, for each day, or portion thereof, for which the worker was paid less than the specified prevailing per diem wage rate, an amount equal to the difference between the specified prevailing per diem wage rate and the amount which was paid to the worker.

ARTICLE 26 – FAIR WAGE/FAIR WORK

If the Services will be performed at one or more CNA-Q Locations, do not involve furnishing goods, and are not subject to extramural awards containing sponsor-mandated terms and conditions, Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in Articles 11, 12 and 14 herein, and that Supplier pays its employees performing the Services no less than the CNA-Q Fair Wage. Supplier agrees CNA-Q may conduct such CNA-Q Fair Wage/Fair Work interim compliance audits as CNA-Q reasonably requests, as determined in CNAQ sole discretion. For Services that exceed QAR.100, 000 annually and are not subject to prevailing wage requirements, Supplier will, a) at Supplier’s expense, provide an annual independent audit performed by Supplier’s independent auditor or independent internal audit department in compliance with CNA-Q required audit standards and procedures, concerning Supplier’s compliance with this provision, and b) Ensure that in the case of an interim audit, its auditor makes available to CNA-Q its CNA-Q Fair Wage/Fair Work papers for the most recently audited time period. Supplier agrees to provide CNA-Q with a CNA-Q Fair Wage/Fair Work certification annually, in a form acceptable to CNA-Q, no later than ninety days after each one year anniversary of the agreement’s effective date, for the twelve months immediately preceding the anniversary date.

ARTICLE 27 - FORCE MAJEURE

Neither party will be liable for delays due to causes beyond the party’s control (including, but not restricted to, war, civil disturbances, earthquakes, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather).

ARTICLE 28 – ASSIGNMENT AND SUBCONTRACTING

Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without CNA-Q written approval. In case such consent is given, the assignee or subcontractor will be subject to all of the terms of the Agreement.

ARTICLE 29 – NO THIRD-PARTY RIGHTS

Nothing in this Agreement is intended to make any person or entity that is not a signer to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

ARTICLE 30 – OTHER APPLICABLE LAWS

Any provision required to be included in a contract of this type by any applicable and valid state or local law, ordinance, rule or regulations will be deemed to be incorporated herein.

ARTICLE 31 – NOTICES

A party to the Agreement must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return receipt requested, to the other party’s representative at the address specified by such party.

ARTICLE 32 – SEVERABILITY

If a provision of the Agreement becomes, or is determined to be, illegal, invalid, or unenforceable, that will not affect the legality, validity or enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, valid, or enforceable.

ARTICLE 33 – WAIVER

Waiver or non-enforcement by either party of a provision of the Agreement will not constitute a waiver or non-enforcement of any other provision or of any subsequent breach of the same or similar provision.

ARTICLE 34 – AMENDMENTS

The parties may make changes in the Services or otherwise amend the Agreement, but only by a writing signed by both parties’ authorized representatives.

ARTICLE 35 – GOVERNING LAW AND VENUE

CNA-Q law will control the Agreement and any document to which it is appended. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Agreement is in a state court of competent jurisdiction, situated in the county in the State of Qatar in which the CNA-Q campus is located. The Contract shall be subject to State of Qatar applicable law. Any dispute arising out of the validity, interpretation, performance and/or termination of the Contract which the Parties are unable to resolve amicably shall be finally settled by arbitration, in accordance with the Rules of Arbitration of the Chamber of Commerce by one or more arbitrators appointed in accordance with the local Rules.

ARTICLE 36 – SUPPLIER TERMS

Any additional terms that Supplier includes in an order form or similar document will be of no force and effect, unless CNA-Q expressly agrees in writing to such terms.

ARTICLE 37 – SURVIVAL CLAUSE

Upon expiration or termination of the Agreement, the following provisions will survive: WARRANTIES; INTELLECTUAL PROPERTY, COPYRIGHT AND PATENTS; INDEMNITY; USE OF CNA-Q NAMES AND TRADEMARKS; LIABILITY FOR CNA-Q-FURNISHED PROPERTY; COOPERATION; TERMS APPLICABLE TO THE FURNISHING OF GOODS; AUDIT REQUIREMENTS; CONFIDENTIALITY; GOVERNING LAW AND VENUE, and, to the extent incorporated into the Agreement, the terms of the APPENDIX–DATA SECURITY and/or APPENDIX–BUSINESS ASSOCIATES.

ARTICLE 38 – REFERENCE DOCUEMNTS

Supplier will observe updated information’s and directives of CNA-Q Academic and Support Calendar, Operational Hours, Qatar Labor Law, Civil Defence Law, ICT Qatar regulations, MOI Regulations, Mistry of Education and Higher Education Policies, Mistry of Municipality & Environment Regulation’s, Kahramaa Regulations, Qatar Construction Specification as well as other local and International relevant applicable coded and regulations; in order to ensure the purchase or supply requirements of CNA-Q.

ARTICLE 39 - COMPLIANCE REQUIREMENTS

1. The Goods and/or Services shall comply with the Technical Specifications and be suitable for the use they are expected. They shall also satisfy the usual quality criteria as well as the current standards and legislation in force. The Goods shall be delivered in a state of full completion with the complete documentation associated therewith as well as all of the instructions, recommendations and other indications necessary in order for them to be used correctly and under the appropriate safety conditions. Goods or Services that do not meet all of the previous requirements shall be considered as non-compliant. 2. If the Supplier is not certain that the results of the Services or Goods that it shall deliver comply with the requirements defined in Article 38.1, it shall inform immediately CNA-Q thereof in writing, providing all of the needed indications concerning the risks of non-compliance and the measures that the Supplier intends to take in order to remedy the situation. CNA-Q shall notify its acceptance or rejection of the Supplier’s proposals as soon as possible and in writing. 3. If CNA-Q assesses on its part that the Supplier is not performing the Services and/or supplying the Goods in accordance with the Contract, it may require the Supplier to indicate to it, in writing, the measures that the Supplier intends to take to remedy the situation. CNA-Q shall notify the Supplier in writing as soon as possible of its acceptance or rejection of the Supplier’s proposals.

ARTICLE 40 - NON-COMPLIANCE – REJECTION OF DELIVERY

1. If, when they arrive at CNA-Q’s premises or any other place agreed between the parties, the Goods and/or the result of the Services are considered as non-compliant, CNA-Q may reject all or part of them. The delivery shall then be considered as not having been made. 2. In this case, CNA-Q reserves the right a. to require the Supplier to replace or repair the rejected Goods and/or the result of the Services, within the deadline laid down by CNA-Q , or b. to itself perform or have performed the said replacement or remaking by a third party of its choice, in accordance with the provisions of Article 38.3, or c. to retain the Goods and/or the result of the Services subject to a rebate , or d. To terminate the Contract in whole or in part in application of Article 25. In all cases, the totality of the costs and risks shall be borne by the Supplier. 38.3. In the case defined in Article 38.2 (ii), CNA-Q may choose to remedy the non-compliances by itself and/or to assign to a third-party company of its choice for the repairing or remedying, at the Supplier’s cost and risks, after an official notification to remedy the non-compliance addressed to the Supplier by registered letter with fifteen (15) days’ notice has remained unfruitful. The Supplier shall then facilitate the interventions of CNA-Q or third-party company in optimum conditions and especially to remit to them the tools, drawings, studies an

ARTICLE- 41 GOODS OR SERVICES SUBJECT TO ACCEPTANCE

1. If the Contract provides acceptance tests for Goods and/or the result of Services after their completion and/or delivery to CNA-Q, the acceptance shall only be considered as definitive when such tests have demonstrated the compliance of the Goods and/or the result of the Services to the requirements defined in Article 38.1. 2. Where the Contract provides for an acceptance procedure in the presence of both parties, at the end of such procedure, the parties shall sign an acceptance certificate if they agree on the compliance of the Goods and/or result of the Services with the requirements of Article 38.1. Such acceptance certificate shall be produced in two (2) originals. 3. Signature of the acceptance certificate without any reservations by the parties shall authorize the Supplier to invoice CNA-Q under the terms of payment due on acceptance date. 4. CNA-Q may pronounce the acceptance of the Goods and/or the result of the Services, subject to reservations for all or part of the Goods and/or the result of the Services in question depending on the circumstances under the sole assessment of CNA-Q and if the non-compliances are revealed to be of an insignificant nature, especially if they do not affect the safety and/or use of the Goods and/or their environment. The Supplier undertakes to remedy any noncompliances revealed in the certificate within the deadline that is stipulated therein. In case all or part of payment due upon acceptance date may be withheld by CNA-Q until it has been established by both parties that the Goods and/or Services in question have been made compliant.

ARTICLE- 42 - ILLICIT EMPLOYMENT

Under the performance of Services, in accordance with laws and regulations in force concerning the prevention and the control of illegal working, the Supplier shall submit to CNA-Q, as soon as the Contract comes into force and before beginning the performance of the Services at the latest, the corresponding certificates and any additional document that may be required in the Order. Supplier is not allowed remove or deploy any of their employee or subcontractors from CNA-Q project shall only be binding upon the parties if the said changes has been formalized by an amendment to the Contract. Each changes will take place with an entry and exit interview by the services manager of CNA-Q or his or her designee.

ARTICLE- 43 - SOFTWARE DEFECTS

Supplier warrants that any Goods, and/or computer hardware or software supplied by Supplier to CNA-Q: 1. are free from defects and/or disabling codes, and have been duly tested to ensure that there are no hidden defects or disabling codes and are subject to recognised and appropriate release procedures including the latest version of a proprietary virus detection software package approved by Purchaser, and Supplier shall procure that corresponding obligations are imposed with its sub-contractors or agents; 2. have been obtained from a reputable and reliable software developer and not through any interest group or multi organisational software sharing scheme; 3. will comply with and function substantially in accordance with their related user documentation; and 4. Shall not breach any other third party’s Intellectual Property Right. 5. Supplier shall indemnify and hold Purchaser harmless against any and all losses, damages, costs, claims, proceedings, or expenses sustained or incurred directly and naturally, in the ordinary course of events, by Purchaser as a result of Supplier’s breach of the above warranties