Part-1

Q.P.S.C.) ( QNCC/Qatar National Cement Company

Doha Headoffice: (974) 44693800, Fax (974) 44693900,

CementPlants: (974) 44712880,Fax. (974) 44712585 Sand

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1333, Doha, State of Qatar, C. R. No.25, the Company

capital QAR. 653.528.940 (paid).

Public Tender No.: (05/21) “Implementation of Project for Conversion of Company’s existing (SAP ECC System) to (SAP S/4 HANA) and Implementation of new modules (SF, EHSM & MII)”

Tender Documents 1 SAP S/4 Conversion Project

(TENDER DOCUMENTS)

Table of Contents

Subject No. of Pages

Part-1

Instructions to Tenderers 03-06

Tender General Conditions 07-12

Letter of Acceptance & Compliance 13-14

Tender Form and its attachment annexures -if any 15-21

Form of Breakdown of Rates & Prices Annexure-A

Form Schedule of Exceptions & Reservations Annexure-B

Form of Tender Bond 22-23

Part-2 Form of Agreement 25-28

Scope of Services (SOS), Specifications and Drawings– if any 29-38

Form of Advance Payment Guarantee 39-40

Form of Bank Letter of Guarantee/Performance Bond 41-42

General Conditions of Contract 43-53




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Part-1

Instructions to Tenderers 03-06

Tender General Conditions 07-14

Letter of Acceptance & Compliance 15-17

Tender Form and its attachment annexures -if any 18-21

Form of Breakdown of Rates & Prices Annexure-A

Form Schedule of Exceptions & Reservations Annexure-B

Form of Tender Bond 22-23




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INSTRUCTIONS TO

TENDERERS




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INSTRUCTIONS TO TENDERERS

1. Documents Provided for Tender Purpose 1.1 The documents specifically provided for the purpose of tendering (herein

after called “the Tender Document/Booklet”) comprise of the

followings.

Part-1

Instructions to Tenderers

Tender General Conditions

Letter of Acceptance & Compliance

Form of Tender and its attachement annexures-if any

Form of Breakdown of Rates & Prices Annexure-A Form Schedule of Exceptions & Reservations Annexure-B

Form of Tender Bond

Part-2

Form of Agreement

Scope of Services (SOS), Specifications and Drawings– if any

Form of Advance Payment Guarantee

Form of Bank Letter of Guarantee/Performance Bond

General Conditions of Contract

2. Submission of Tender Offer

2.1 The Tenderer/Bidder must adhere to the conditions stated in the tender

documents, and write the total prices on the “Form of Tender” and its

attachment, Breakdown of Rates & Prices (Annexure-A) duly filled on their

company’s letterhead in accordance with the provisions of these documents.

Any tender offer that does not comply with these provisions shall be considered

null and void.

2.2 Should there be any comments, qualifications, reservations or amendments,

alterations to specifications or conditions they must be stated in a separate letter

attached to this tender offer and indicated on the enclosed tender offer.

2.3 Tender offer must be submitted in (3) three separate wax-sealed envelopes with

the information fill out on the provided sticker together with the tender

documents for each envelope as mentioned in bellow:

a) Tender Bond Envelope

b) Technical Offer Envelope (submitted in original plus two additional copies)

c) Commercial Offer Envelope (submitted in original plus two additional copies)

The envelope (a) and (b) should have no bearing of prices anywhere. The

three (3) separate envelopes must be placed into an outer sealed envelope

clearly marked on the cover the Number of Tender, Name of Tenderer,

Submission Date, Closing Date of tender and the Title of Tender .

2.4 Alternate Options: The Tenderer may submit alternative tender offer in

addition to the original tender offer and should the tender documents so

stipulate and if the tenderer deems it to be in the interest of the services

to be executed financially or technically or with respect to the




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completion period or for any other consideration. These alternate tender

offer(s) will be presented in separate envelopes in the same manner as

the original tender offer(s( enabling a comprehensive evaluation of the

Tender. and should be clearly marked as alternate tender offer A,

alternate tender offer B etc.

2.5 The tenderer must include the following in duly filled in his tender offer:

a. The time for the implementation & completion of the complete

require System Conversion Services shall be clearly stated with

dates in details.

b. Each page of tender documents shall be initialed by the principal

duly authorised to represent and bind the tenderer/bidder and

stamped by the tenderer/bidder as token of their acceptance.

c. The tenderer shall express that he has no objection to enter into a

final Contract/agreement based substantially upon the content Form

of Agreement, Tender General Conditions and General Conditions

of Contract described in in this tender documents/booklet.

d. Unit Prices Schedule.

e. The tenderer shall submit copy of annual accounts duly audited by

professional certified accountants for three years preceding.

f. A current copy of the Tenderer’s Commercial Register.

3. Filling of tender formats/Corrections & Adjustment of Errors

3.1 No erasures, alteration or additions shall be made by tenderer/bidder to the

tender Document's formats (other than filling in blanks where intended for that

purpose), unless such alteration is made in accordance with an addendum issued

as hereinafter described.

3.2 Should there be any erasure or scratching out on the Tender, it must be signed

and stamped by the tenderer.

3.3 Prices and their particulars must be typed or written in ink and should not be

written in pencil. All pages of the tender offer, especially those containing the

total prices and their term must have the stamp of the tenderer establishment

affixed to them.

3.4 The tenderer shall submit his tender offer prices in Qatari Riyals or US Dollars.

The related schedule of rates and prices and all other monetary statements in

connection with the tender are to be in Qatari Riyals or US Dollars.

3.5 The name of the responsible person signing must be typed or printed below

signature. The official stamp of the tenderer must be fixed.

3.6 In case of any differences, ambiguity or discrepancy between the original and

other copies of the tender offer, the original documents shall prevail.

4. All questions/query or requests for clarifications pertaining to commercial,

contractual or technical matters of this tender prior to submission of duly completed

tender offer shall be addressed as per Sub-Section 4.3 below in writing, quoting the

tender number and title.




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4.1 Tenderer’s query should reach in writing thru email adress of the Tenders &

Procurement Committee(T&PC) at [email protected] and shall be

addressed as mentioned in Sub-Section 4.3 below.

4.2 Query shall be considered only if reached before Seven (7) days from the closing

date of this tender, any query reached therafter may be ignored.

4.3 Tender offer duly sealed should be returned /addressed to:

Chairman of Tender & Procurement Committee (T&PC)

Qatar National Cement Co. (Q.P.S.C.) P.O.Box 1333, Doha, State of Qatar

Tele (00974) 4469 3800, Fax (00974) 44712586

E-mail: [email protected]

And to be submitted directly to:

Office of the Tender & Pro. Committee (T&PC)

New Administration Office @ Umm-Bab, State of Qatar

Tele. No. (00974) 4042 6042 / (00974) 4042 6049

Fax No. (00974) 4471 2586

E-mail: [email protected]

Closing Date: Sunday, June 27, 2021 Before or on 12:00 hours @ Noon

The tender offer must be handed over to the office of Tender and Procurement

Committee before being deposited in the respective tender box. The Tender and

Procurement Committee’s staff will issue a tender offer receipt against each

received tender offer, indicating the time and date of receipt.

mailto:[email protected]






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TENDER GENERAL

CONDITIONS




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TENDER GENERAL CONDITIONS

1. Brief Meaning 1.1. The Tender Document/Booklet means the provided set of which

are mentioned in details in its page No. 01 of 01 of the Table of Contents eg. but not limited to the included forms for submission of tender offer, scope of services and specifications required with its particular terms, tender general conditions and the specimen of Contract its terms and provisions.

1.2. The Tenderer/Bidder means any legal entity who has collected the tender documents and is in agreement with the conditions of tender documents and is abiding by them & is quoting/bidding in accordance with them and in case of awarding this tender then the successful tenderer shall be called the Service Provider in the Contract as the second party.

1.3. QNCC means Qatar National Cement Company Q.P.S.C. P.O. Box 1333, Doha, State of Qatar, as per Public tender No.:(05/21). It will be referred in the Contract as “Owner”.

1.4. Variation of the Contract means appendix or appendices to the conditions of Contract which specify any amendments to the Contract and shall be agreed upon between the Parties in written after the signing of Contract.

1.5. Integral Conditions to Contract means the General Condition of Contract, Scope of Services, Tender General Conditions, Technical Specs. Terms and any annexes, appendices, drawings and schedules annexed thereto, if any or subsequently issued.

1.6. Proposed Contract: means the agreement between QNCC and the succesful Tenderer for the execution of the System Conversion Services including the Form of Agreement and the General Conditions of Contract in this tender document.

1.7. Tenderer requirements for the implementation and execution of System Conversion Services at site means required engineer(s)/expert(s), tools, equipments, drawings (if any), testing and survey, investigation required and items used by Service Provider in discharge of their duties/obligations under the concerning Contract.

1.8. Drawings & Documentations means all drawings, information and documentation specified in the Contract and all other documents as are required to be submitted by the Company to the Service Provider for the completion of the System Conversion Services under the Contract.




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1.9. Sub-Service Provider means any person(s) (other than the Service Provider) named in the Contract for the execution and implementation of the System Conversion Services at site or any person to whom any part of the Contract has been sub-let with the written consent of the Owner.

2. Validity of Tender Offer

2.1 The tender offer must remain valid for a period of 90 days commencing from the day following the closing date of this Public Tender No.: (05/21).

3. Tender Bond

3.1. Tender Bond shall be enclosed with the tender offer in the form of bank guarantee issued by one of the first class reputable bank operating in the State of Qatar or any other Bank acceptable to QNCC amounting to QAR 100,000.00 (One Hundred Thousand Qatari Riyals only). It must be unconditional and valid for (120) days commences from the fixed closing date of this Public Tender. The Tenders and Procurement Committee reserves the right to exclude any tender offer which does not include the required tender bond.

3.2. Upon the signing of Final Contract, the bank tender bonds should be returned to the unsuccessful tenderers, the successful tenderer’s bank tender bond would be returned after expiring its validity date or after expiring its extended validity date until signing of the Contract between QNCC and the successful tenderer.

3.3. The tenderer/bidder may not withdraw his tender offer or amend his offered terms and prices after the closing date of the Tender. In the event of his withdrawal of his tender offer before its validity end, his bank tender bond would stand forfeited.

4. Performance Bond Successful Tenderer/Service Provider will be required to submit bank performance bond as per the format provided in the tender documents amounting to 10% (ten percent) of the total lump sum Contract price, issued by a first class reputable Bank operating in State of Qatar approved by QNCC/Owner. The performance bond shall become effective before signing the Contract and it validity period shall be cover the Contract implementation period, plus Twelve (12) months from the date of issuance of Provisional Acceptance Certificate (PAC) by the QNCC/Owner which is covering any delay/default maybe appear in the New System (SAP S/4 HANA ) or any contractual obligations implication during such period. If the QNCC/Owner shall consider forfeiting the bond or guarantee he shall forthwith do notify the Service Provider specifying such delay/failure.




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5. Expenses of Tendering

5.1 QNCC will neither be responsible for any expenses nor losses which may be incurred by any Tenderer/Bidder either in the preparation of his tender offer or in any way whatsoever arising out of the invitation and elaboration of tender offer for the required System Conversion Services subject to this public tender.

6. Cancellation of the Tender, Acceptance or Exclusion of Tender Offer

6.1 QNCC has the right to cancel the tender without giving any reason(s).

6.2 QNCC is “not” committed to accept any Tender Offer(s) with the least price.

6.3 QNCC has the right to exclude Tender Offer(s) which are not conforming to conditions of this Tender.

7. Each Tenderer must demonstrate, that he and his employees had previously implemented other similar System Conversion Services, together with evidence that these services have continued to be successfully operative for a period of time.

8. Examination of Tender Documents/Expenses of Tendering/Site Condition/Site Visit

8.1. Tenderers/Bidders are advised to examine and thoroughly acquaint themselves with the contents of these “Tender Documents” and take all further steps necessary to ascertain for themselves, entirely at their own expense, any additional information necessary for submitting his “Tender Offer”.

8.2. Submission of “Tender Offer” shall be deemed to indicate that the

Tenderer/Bidder has satisfied himself regarding and undertakes to accept and comply with all the obligations, liabilities, responsibilities and risks imposed upon him by these “Tender Documents”. Submission of “Tender Offer” shall deemed to indicate that the

Tenderer/Bidder has made himself acquainted & satisfied himself with the prevailing site conditions, circumstances, laws in order to discharge his responsibilities/obligations under these “Tender Documents”.

8.3. Tenderers/Bidders at their own expense shall visit the site if necessary and obtain by themselves all information which may be deemed necessary to enable them to submit a fully comprehensive and sufficient “Tender Offer”.

8.4. No claim whatsoever will be entertained arising out of the

Tenderer/Bidder’s failure to study local conditions, laws, duties and taxes as well as specifications, existing facilities etc or to obtain reliable information in respect of services or otherwise.




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8.5. The attention of Tenderer/Bidder is drawn to the fact that the tender offer has to be on fixed price basis with no provision for price variations whatsoever or howsoever which may arise during the

duration of the Contract.

9. Correspondence/Notices shall be done by tenderer/bidder(s) on the address of the QNCC stipulated and giving in this Tender Documants. All Invoices/notices should mention the Tender Number, Title of Tender.

9.1. The QNCC/Owner shall issue/send correspondence/notices to the Representative of the Tenderer as provided in Contract.

9.2. The QNCC/Owner and Tenderer shall immediately notify each other of incase of any change in such address for any reason whatsoever.

10. Tenderer shall submit along with the tender offer a comprehensive bar chart indicating and distinguishing between the time for preparation, mobilization, designing, amending, configuring, testing and commissioning of the required System Conversion Services. The Tenderer/Bidder time schedule shall be subdivided in various sub activities. Time schedule will become part of Contract. The Tenderer/Bidder should propose his shortest possible completion time for the Scope of Service.

10.1 Tenderer shall submit the followings with his tender documents:

10.2 Organizational chart, indicating the name of Companies and Organizations which shall or may become responsible for the major activities. Site Organizational chart indicating the number of personnel to be timely employed on site.

10.3 Detailed diagram for training of company’s personnel.

10.4 Tenderer shall propose and implement the periodical progress report and meetings.

11. The Contract 11.1. The successful Tenderer/Bidder shall enter in a Contract with the

QNCC/Owner outlining the conditions as enumerated in tender documents and with the Contract prices and additional conditions as agreed by either Party to Contract.

11.2. The Contract will be drawn up in three originals duly signed by authorized signatories and stamped by official seal of either Party to Contract. The Succesful Tenderer will receive one original Contract.

11.3. The Contract shall be binding on the successor(s) in the event of change in Ownership of either party.




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12. Assignment and Sub-Service Provider

The Service Provider shall execute the Contract himself and he shall not assign it in whole or in part or sub-let it wholly or partially without the prior written consent of the QNCC/Owner. If permitted by the QNCC/Owner to assign the whole Contract or part there of, the Service Provider shall guarantee the proper execution of the contractual obligations by the assignee. The Service Provider and the assignee shall be jointly responsible on sub-letting. The Service Provider shall be responsible for the acts, defaults and neglects of any sub-Service Provider/supplier, their agents, servants or workman as fully as if the acts, defaults or negligence of the Service Provider, his agents, servants or workmen.

13. Method and Payment Terms

The payment of Contract Price shall be settled as per the payment terms mentioned in the General Conditions of Contract Section-6 in this tender documents.

14. Mistakes & Errors

14.1. Tenderer, shall be responsible for any discrepancies, errors or omissions in the document(s) and information provided by him, whether they have been approved by “QNCC/Owner” or not.

14.2. Tenderer, however, shall be responsible for any misunderstanding or incorrect information obtained by him.

14.3. Tenderer shall at his own expense carry out any alterations or remedial services necessitated by reason of such discrepancies, errors or omissions for which he is responsible and modify the drawings and informations accordingly, or if the same shall be done by or on behalf of QNCC shall bear all costs reasonably incurred therein. The performance of his obligations under this clause shall be in full satisfaction of the discrepancies, errors or omissions.

15. Settlements of Disputes & Applicable Law

15.1. All disputes shall be settled by Qatari competent court/s in accordance with applicable Qatari Laws.

15.2. The tenderers/bidders shall be fully conversant with the laws, regulations and practices prevailing in State of Qatar. =============================================




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LETTER OF ACCEPTANCE &

COMPLIANCE




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LETTER OF ACCEPTANCE & COMPLIANCE

(To be filled up & submitted on letterhead of Tenderer/Bidder)

Date: ………………… Ref. No.: …………………………….

To: Chairman of Tenders and Procurement Committee (T&PC) Qatar National Cement Company, (Q.P.S.C.) P.O. Box: 1333 Doha, State of Qatar

Public Tender Ref. No.: (05/21) :منا قصة عامة رقم

Subject: ………………………………………………………………………………………...

Dear Sir(s), We hereby confirm our acceptance of all the contents terms and conditions set forth in these tender documents/booklets and accordingly;

We undertake to execute & complete “Implementation of Project for Conversion of Company’s existing (SAP ECC) System to (SAP S/4 HANA) and Implementation of new modules (SF, EHSM & MII)”. _________________________________ __________________ Tenderer Name Date _________________________________ __________________ Authorize Person’s Name/Signature Date

Stamp/Seal




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TENDER FORM AND ITS ATTACHMENT

ANNEXURES – IF ANY




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FORM OF TENDER (This Form should be filled up & submitted on Letterhead of the Tenderer/Bidder)

Date……………..

M/S.Qatar National Cement Company/QNCC, (Q.P.S.C.)

P.O. Box: 1333,

Doha, State of Qatar

Attention: Chairman of Tender & Procurement Committee(T&PC)

Subject: Public Tender No.: (05/21)

Gentlemen,

Having seen and examined the contents of these tender documents and having

inspected the site at work and fully acquainted ourselves to the characteristics of

the site, environment thereon, responsibilites of the project. We undertake to

execute and provide “Implementation of Project for Conversion of

Company’s existing (SAP ECC) System to (SAP S/4 HANA) and

Implementation of new modules (SF, EHSM & MII)”, as defined in the Scope

of services, Specifications & Drawings subject to the Terms and Conditions in

these “Tender Documents“ studied/accepted and signed by us for the Contract

Total Fixed price of QAR/USD……………………………..

We hereby acknowledge the receipt of following addenda (if any).

Reference Number of Addenda Date …………………………………….. ……..……

…………………………………….. …………..

…………………………………….. …………..

We, hereby undertake that our “Tender Documents” are complete in all

respects and that any items or services not expressly stated in tender documents

but necessary for the proper implementation and completion of the scope of the

services has been included. We, hereby, undertake that if our tender offer is

accepted, we shall start/proceed the implementation of the services required in

the terms of “Tender Documents“ immediately upon written notification by

Qatar National Cement Company, Owner.

We, hereby undertake that if our tender offer is accepted, we shall submit

Performance Bond amounting equal to 10% of offer total price and submit it to

your good office within 6 (Six) days from date of award letter.

We further confirm that we shall abide by our submitted tender offer in this

tender for ninety (90) days commencing from the closing date of this tender and

it shall remain binding upon us and may be accepted at any time before the

expiry of that period.

Also we knowing that, the QNCC/Company is “Not” committed to accept

tender offer with the least price.




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We enclose herewith the following documents a) Bank letter of guarantee/tender bond No…………… within limitted

amoun of QAR .………. in favor of the Company and valid until

…../……/2021 ;

b) Latest Financial Reports of the Tenderer/Bidder’s Company;

c) Others ………………….please specify

d) A current copy of Commercial Register (C.R) and a current copy of

Computer Card.

Tenderer/Bidder’s company name: …………………………

Address: …………………………

Tel. & Fax: …………………………

Represented by: …………………………

In the capacity: ….………………………

Duly authorized to sign on behalf of the Tenderer/Bidder. Signature …………………………

Witness by …………………………

In the capacity of …………………………

Address …………………………

Signature …………………………

Date …………………………

Company Seal …………………………




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FORM OF SCHEDULE OF BREAKDOWN OF

RATES & PRICES - ANNEXURE -A




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Attachment to Form of Tender Annexure-A

SCHEDULE OF PRICES ON BREAKDOWN BASIS (ON TENDERER LETTER HEAD)

S/No. Particulars Unit Price

Total Price

Phase 1

01

Review existing system, scope of work and provide sizing document for On premise/on cloud infrastructure and details required for procurement of Hardware (Servers, Storage, Network, etc.) for S4 HANA coversion, additional modules implementation and future growth. Provide detailed Project Plan.

02

Installation, setup of new hardware for SAP S/4 HANA and migrate existing Windows operating environment to new operating system and also existing Database (Oracle) to new database. Configuration for conversion to SAP S/4 HANA to be performed on two stages Viz., Trial Conversion and Actual System conversion.

03

Set up Development and Quality System. Prepare Test Scenarios and Training Manuals. Testing and training of QNCC Core Team Members, IT Staff and End Users. Sign off test cases and complete User Acceptance Tests.

04 Set up Production environment and initiate cutover plan to Go live. Go live

05 1. Post Go live support. Resolve all issues.

Completion of Hyper care. System Hand over. Project closure.

Total:

(In words……)

_________________________________ __________________ Tenderer Name Date _________________________________ __________________ Authorize Person’s Name/Signature Date

Stamp/Seal




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FORM OF EXCEPTIONS &

RESERVATIONS – ANNEXURE B




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Attachment to Form of Tender Annexure-C

Form of Exceptions & Reservations (To Be Filled up & submitted on Tenderer/Bidder’s Letterhead).

This form shall be filled in case of any exceptions & reservation from the

tenderer/bidder.

SN. Narration Amount (+, -) Time

( +, -)

1

2

3

4

5

Total

_________________________________ __________________

Tenderer Name Date

_________________________________ __________________

Authorize Person’s Name/Signature Date

Stamp/Seal




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FORM OF TENDER BOND




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FORM OF BANK TENDER BOND (TO BE FILLED UP ON BANK’S LETTER HEAD)

BANK………………………………………..

DATE………………………………………..

M/S QATAR NATIONAL CEMENT COMPANY (Q.P.S.C)

Doha - State of Qatar

P . O. Box; 1333

GREETINGS,

TYPE OF GUARANTEE: TENDER BOND.

GUARANTEE NUMBER:

THE GUARANTOR:

THE APPLICANT:

THE BENEFICIARY:

THE UNDERLYING RELATIONSHIP: The Applicant’s obligation in respect of Public Tender No. (05/21) - to

“Implementation of Project for Conversion of Company’s existing (SAP ECC) System to (SAP S/4 HANA) and

Implementation of new modules (SF, EHSM & MII)”.

GUARANTEE AMOUNT AND CURRENCY: QAR 100,000.00 (One Hundred Thousand Qatari Riyals only)

Any document required is support of the demand for payment, apart from the supporting statement (indicating in

what respect the applicant is in breach of the obligations under the underlying relationship) that is explicitly required

in the text below:-

ORIGINAL GUARANTEE AND SUBSEQUENT AMENDMENTS (IF ANY)

LANGUAGE OF ANY REQUIRED DOCUMENTS: ENGLISH

FORM OF PRESENTATION: The demand shall be submitted in writing in paper form.

PLACE OF PRESENTATION: (Bank Address)

EXPIRY OF GUARANTEE: 120 (One Hundred Twenty) days commencing from the closing date of the

Tender.

THE PARTY LIABLE FOR THE PAYMENT OF ANY CHARGES: (Service Provider name and address)

As Guarantor, we hereby irrevocably undertake to pay the beneficiary regardless of any objection whatsoever, any

amount up to the Guarantee Amount upon presentation of the Beneficiary’s complying demand, in the form of the

presentation indicated above, supported by such other document as may be listed above and in any event by the

Beneficiary’s statement, whether in the demand itself or in a separate signed document accompanying or identifying

the demand, indicating in what respect the Applicant is in breach of its obligations under the Underlying

Relationship.

Any demand under this guarantee must be received by us on or before expiry at the place for presentation indicated

above. This Guarantee is subject to the Uniform Rules for Demand Guarantee (URDG) 2010 Revision, ICC Publication No. 758

Article 5 of the URDG 758 states the following:

A Guarantee is by its nature independent of the underlying relationship and the application, and the guarantor is in

no way concerned with or bound by such relationship, A reference in the guarantee to the underlying relationship

for the purpose of identifying it does not change the independent nature of the guarantee. The undertaking of a

guarantor to pay under the guarantee is not subject to claim or defenses arising from any relationship other than a

relationship between the guarantor and the beneficiary as described in the form of the guarantee.




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Part-2

Form of Agreement 25-28

Scope of Services (SOS), Specifications and Drawings– if any 29-38

Form of Advance Payment Guarantee 39-40

Form of Bank Letter of Guarantee/Performance Bond 41-42

General Conditions of Contract 43-53




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FORM OF AGREEMENT




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FORM OF AGREEMENT صيغة الإتفاق

إ م هإ موفيمم إإ ، م0202 .............تم إبرمم هإاما إ ات م يإي

وإ إ:ري

The Agreement has been made on this day….., 2021, by and between:

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و

.........................../ الســــــادة .0إ:إإ.....................إبإ0ص

(كطرف ثان) إإإإإإإإإإإإإإإإ"مزود الخدمة " وتسمىإفيم إبعد

1. QATAR NATIONAL CEMENT COMPANY, (Q.P.S.C.) P.O. BOX: 1333 DOHA, QATAR Hereinafter called “the Owner” as the )First Party(

And 2. M/S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

P.O.BOX: .................. Hereinafter called “Service Provider” as the (Second Party)

لما كانWHEREAS

إتزويدهإبخدم تإ "المالك" حيثإبن مووع مغبإي تحويلإنظ هإإتن ياإمشر

إ كةإ لح لمإن(إSAP ECC) لشر وحد تإطبيقإوت،إ(إS/4 HANA)هإظ بلم

إ وط والمواصفات لكإ، وذ (SF, EHSM & MLL)جديدة ا للشروفق

ي وثائق المناقصة العامة رقم (.20/0202) المذكورة بالتفصيل ف

وإإ"مزود الخدمة"حيثإأنإ م ضوعإتحويلإ لهإتن ياإوإكم لإخدم تإيعت إك نتإ وريإللإنج زإو اكم لإس ء إ لعقدإو لمتضمنإكلإم إا إضو اا

إ إب لعقد إمحددة إغت إأو إوإمحددة إ، إو لآحك ه وط إ لشر لمت قإإبحسبإآدن هإإعليه إ -:كم إا إماك رإان إفيم إيلم

“The Owner” desires to implement and complete the required “Implementation of Project for Conversion of Company’s existing (SAP ECC) System to (SAP S/4 HANA) and Implementation of new modules (SF, EHSM & MII)” as per terms & specifications detailed in these Tender Documents of Public Tender No. (05/21).

The “Service Provider” is willing to implement and complete the

Conversion Services subject of the Contract and shall include

everything necessary for the performance & completion the Services,

whether specifically mentioned or not in this Contract and as per the

following agreed terms and conditions mentioned thereinafter:-

:فقد تم الإتفاق على ما يلىي

NOW THIS AGREEMENT PROVIDES AS FOLLOWS:

إ لمخصصةإ .1 مإاا إ ات يإفإنإ لكلم تإو لعب ر تإيك نإله إن سإ لمع نو م

وي

إ مودإفيم إبعد لله إي وطإ لع مةإللعقدإحسبم إست إ.شر

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

بنإإ-بنإ لمستند تإ لت ليةإفقطإ،إوجد وله إ لملحقةإأوإإأيةإملحق تإأخمىإ .2إ و إ لعقدإري

إجميع إتشكل إوت شإإ"الخدمةإمزود" و "المالك"وجدتإ، ،

إ إااهإ لمستند تإكم إيلم م :نص صإ لعقدإ ل ردةإيو

2. The following documents and their annexed schedules or any annexes - if any, shall together constitute the Contract between “the O w n e r " and "the Service Provider” and the terms and conditions defined in this Contract shall in all such documents be construed accordingly:

صيغةإاا إ ات يإ؛ (أإ

وطإ لع مةإللعقدإ؛ لإ (بإ شر

إو لتجممم ري)إ"الخدمــــةإمـــزود"عمممم إ (جإ مإوتعدي تممم إ(إ ل ممم و لمقممممدهإبنإوجمممدتإ،إإ- لآصمممملم

إتإ))................ش رت إب لمن قصةإوإ مهإإوملحق ت إ لمعتممدةإإ0003/...../.....إ: ريممممخيو

إ."المالك"منإقبلإ

A- This Form of Agreement;

B- The General Conditions of Contract;

C- The "Service Provider’s” original tender offer (Technical & Commercial) & subseqnuent amendement-if any ref.: ( .........( dated ..../.../2021 and it’s annexes approved by “the O w n e r ” ;

إتحتممممممممممم يإعممممممممممممل"المالــــــــــــك"مسممممممممممممتند تإجميممممممممممم إ (دإ م،إونطمممممممممممم يإإ لمتطلبمممممممممممم تري نمممممممممممم تإإ لمممممممممممم

إإلخمممممممممممممدم تذ تإ لصممممممممممممملةإب إفيهممممممممممممم إوملحق تهممممممممممممم إ لخمممممممممممممدم تإ لممممممممممممم ردة م لمطلوبمممممممممممممةإو لممممممممممممم

سمممممممممممممممميةإإقبمممممممممممممممملإ"المالــــــــــــــــك"مممممممممممممممممنإقبمممممممممممممممملإإوضممممممممممممممممعت تمسمممممممممممممممميةإ لمن قصممممممممممممممممةإ،إوكتمممممممممممممممم بإ لت 0وملحق ت إ0003/.../إ... :رت ريمخإإإإإ(…………/QNCC/T&PC/21)رقم إإ

D- “The Ow ner ’s” documents containing all data requirements,

requirements and specifications listed above in this Form of Agreement and annexed hereto, which have been elaborated by the “Owner” for the

required services before awarding and awarding letter ref. no.

(QNCC/T&PC/21/…….) dated …/…/2021 and it’s annexes.

إإمكملا

إجزء إتعتتر إ لماك رة إوملحق ته إ لمستند ت إفإن إ لتعريف لأغم

إعليه إمنإقبلإ إ0إ”الخدمةإمزود“ و ”المالك“للعقدإ،إوقدإت إ لتأشت

For the purpose of identification, the said documents and their annexes are made an integral part of the Contract and have been initialed on behalf of “the O w n e r ” and “the Service Provider”.

إأيإجممزءإممنإ لمسممتند تإ لمتعمددةإ،إو لمدرجممةإ .1 و إح لمةإوجم دإأيإتعمم ر إرمي ميو

إ لبندإإ مإإ0يو :منإصيغةإ لات يإ لم ثلإ،إفإنإ لأولويةإتس دإكم إيلم

3. In the event of conflict between any part of the various documents listed in clause 2 above of this Form of Agreement, the following priority shall prevail:

;a. Will have priority over b, c and d إيك نإله إ لأولويةإعلإبإ،إجإوإد؛(إأإ

d andإ,b. Will have priority over c إيك نإإله إ لأولويةإعلإجإوإد؛(إب




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.c. Will have priority over d إ0يك نإله إ لأولويةإعلإد(إج

و م تإ .4 إو لالت إ لحق ي إلك فةإك ملا

إتحديد إيعتتر إ، إري ن إسبق إكم لعقد

إ و ،إفيم إ تعلقإ لخدم تإولاإيعتدإإوالمالكإالخدمةإمزودإ- لتع قديةإللطمفي إ إرينه إأوإوقعت إعليه إأت ق إمستند ت إأوإأية إب لم وض ت م

إيو إتضمن ول تبإعليه إأيةإآث رإتع قديةإ،إ لعقدإإمستند تإاا إ 0ولاإتت

4. The Contract as herein before defined constitutes a full statement of the contractual rights and liabilities of “the O w n e r” and “Service Provider” in relation to the services and no negotiations between them nor any documents agreed or signed by them not included in the Contract documents, shall not hereafter be of any contractual effect.

إكلإإ”مزود الخدمة“معل هإأنإ .5 مقدإحصلإلن س إعلإإ لمعل م تإ ل فيةإيوإو لتسهي تإ إوظموفإ لم ق إذلكإ لج نبإ ل نية م

إيو كم إإإ0 لج نبإبم إ"المالك"مسئ لإتج هإإ"مزود الخدمة"وأن إمنإ لمعل هإو لمت قإعلي إأنإ

و م ت إ لتع قديةإ 0عنإك فةإ لت

5. It is understood that “the Service Provider” has obtained for himself all information complete in every respect including all technical aspects, the Site conditions, and facilities. It is also understood and agreed that “the Service Provider” shall be responsible towards “the Owner” for all his contractual obligations.

ي "مزود الخدمة"يكون .6 عن الآت

تماما

:fully responsible for the followingإThe “Service Provider ”shall be .6 :مسؤولا

إ (أإ إ لح لم كةإ لشر إنظ ه إتحويل إوإكم ل إSAP ECC)تن يا إ( بلم

&SF, EHSM) وحد تإجديدةطبيقإ،إوت (SAP S/4 HANA) نظ ه

MLL)إلنط يإ لأعم لإ لمحددإبمستند تإاا إ لعقدإ .طبق

إ (بإ إوتقدي إ لح لم إ لنظ ه و لت صيلإإ،إ يحجت لإمستندإمم جعةإ إ لأجهزة إلشر ء إبلإ) لمطلوبة إوم إو لشبكة إو لتخزين لخ ده

إذلك إ( إ، إو لنم إ لمستقبلم إ اض فية للنظ هإإو ل حد تإ لنمطية .إ(SAP S/4 HANA)إ لجديد

إ (جإ إ لأجهزة إم رد إم إ لتنسيق إعلإ لوذلكإ، إ لمن سبإيحجتللحص ل كيب إو لت إوإ. إ لتحويل إخدم ت إمسؤولية إتحمل إللنظ ه تحليلإ)مثل

إو لاختب رإ،إ إو لتطويمإ، إ، إو لتكوين إ، إو لتثبيت إ، إو لتصمي إ، لنظ ه ممحلةإ لتشغيل،إو لت ثيقإ،إوإإنتق لو لتدريبإ،إوتمحيلإ لبي ن تإ،إو اإ

.(،إوم إبلإذلك م إبعدإممحلةإ لتشغيلإ،إودع

إم رد (دإ إم إ لعمل إوإعد د إلتثبيت إ لأإ لأجهزة إ لجهزة إلنظ هجديدة(SAP S/4 HANA) إ إريئة إويندوذ)إتشغيل لوتمحيل إنظ ه( إبل إ لح لية

إيدعم إ لاي إ لجديد إSAP S/4 HANA) لتشغيل إ( إق عدةإ، وأيض

مدع مةإر سطةجديدةإبلإق عدةإري ن تإ(ORACLE) إ لبي ن تإ لح لية(SAP S/4 HANAإ)إوم إبلإذلك،.

إ لت ه (هإ و ه ب لت جيه تإو لتعليم تإ لص درةإمنإوقتإلآخمإمنإقبلإ الت

إ إممثلمو إإإ"المالك" ل نيي إوكالكإت فت إ لتن ياإ، إبم ق متطلب تإك فة

. لعملإخ لإمدةإتن ياإ لعقد

a) Implementation and complete of the Conversion of Company’s

existing (SAP ECC) System to (SAP S/4 HANA) and

Implementation of new modules (SF, EHSM & MII) as per the

scope of work defined in this Contract documents.

b) Review existing System and provide sizing document and

details required for procurement of Hardware (Servers,

Storage, Network, etc.) for S4 HANA, additional modules

and future growth.

c) Coordinate with Hardware supplier for proper sizing and

installation. And take responsibility of Conversion Services

like (System analysis, Design, Installation, Configuration,

Development, Testing, Training, Data migration, Cutover,

Documentation, Go Live, Post Go Live support, etc).

d) Work closely with Hard Ware supplier for Installation and setup

of new hardware for (SAP S/4 HANA) and migrate existing

Windows operating environment to new operating system which

is supported by (SAP S/4HANA) and also existing Data base

(ORACLE) to new data base supported by (SAP S/4 HANA),

etc.

e) Compliance with the guidance and instructions issued from time to

time by “the Owner’s” representatives at the site execute, and

provide of all the requirements to the services as per respective

execution period of the Contract.

إ (و إممثلم إبجتم ع تإم تيبإلعقدإإ"المالك"إ لت إ لعمل إبم ق للتنسيقإ،

إ لعملإ إفريق إومت بعت إ، إ لمطلوبة إ لأعم ل إلتن يا إرينهم إفيم و لتع ونإب ريقإ لعملإ لت ر إل إ،إ إقدإتنشأإذ تإ لصلة م

ب لم ق إوحلإ لمش كلإ ل إسبيلإبنج زإ ل م

.م ضوعإ لعقدخدم تإوبممهدفإإتحقيقإأفضلإأد ءإيو

f) Arrangement of meetings with the “Owner’s” representatives at

the sites for coordination between them to carry out the required

services, and to follow-up his teams services and resolve

problems that may arise related services teams affiliated to it for

best performance the services subject to the Contract.

ةإأثن ءإب اص حإأوإ استبد لإيبمع لجةإأيإع(إز لمسؤوليةإعنإ لعي بإإفت إ مإإأث و إ30)عشر إشهمإ(

إ لقب لإإ إشه دة إصدور إت ريممممخ إمن إتبدأ م

إو ل ،إ مإ. ارتد ن

g) Remedying by repair or replacement of any defect during of the

defects liability period of Twelve (12) months, which

commencement from date of issuance of the Provisional

Acceptance Certificate.

إمبلمممغ لعقدإسمعمإ .7 …...… The Contract total price a fixed sum of QAR .7 (.فقط)................إ=إ................إوقدرهإ اجم لم ......) only(.

إ .8إ،إوفق و إممحلتي ت إتن ياإوإكم لإ لخدم تإم ضوعإاا إ لعقدإعلم

إ موإإنطاق الخدماتلم إا إمحددإي م

و .إمستند تإ لعقد لماك رةإي

8. The performance and completion of the Services subject of the Contract shall be in two stage as mentioned under “Scope of Services” in the Contract documents.




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إ اخطمم رإ تن يمماإ بممدأإ .9 ملخممدم تإم ضمموعإامما إ لعقممدإ،إمممنإ لتمم ريممممخإ لمحممددإيو

،إوذلمممكإإ"المالـــك مز مـــزود الخدمـــة"لبمممدءإ لتن يممماإ لمممايإ مسمممل إمكتممم بإ ل .بعدإ لت قي إعلإاا إ لعقد

9. Start of the implementation period of the Services assigned to subject of this Contract, from the fixed date in a written notice to proceed for the implementation sent from the Owner to the “Service Provider”, after the signing of this Contract.

كةإأوإإ"للمالك"يحقإ .22 إشخصإأوإأشخ صإأوإشر و إأيإوقتإتعيي موي

إ إتن يا موإي إلتمثل ك ت إشر إوإلعقد إ اشر ف إأسل ب تن ياإعلم

إ لخدم تإك و فمهندسي وإأوإم تشإأوإمشر إويك نإ ي إ، إ"المالك"للممإذلكإبم جبإبخط رإ إ ت إعلإأن إ، إبآخرين إ ستبد له م

وإي لحق ."مزود الخدمة "إلمممممإمكت ب

10. “The Owner” has the right at any time to appoint a person,

persons or company(s) to represent him in the execution of the

Contract and the supervision on the manner of execution of the

Services as Engineers, Inspectors or Supervisors and that “the

Owner” can replace them with others and he shall communicate the

same to “the Service Provider” in writing.

إ .33 ه و لدفع تإ لمستحقةإإ"إالخدمةإمزود "بأنإيدف إبلإإ"المالك"يلت

وطإ لع مة"إطبق إ لشر موطإ لدف إإ لماك رةإيو .(6)للعقدإب لم دةإرق إلشر

11. “The Owner” shall pay to “the Service Provider” amounts due in

accordance with payment terms are mentioned in General Conditions of Contract, Section No. (6) .

إ

إعلإ"للمالك"إيحقوإ إ لمستحقة إ لدخل يبة إضو إمقد ر إمزود"إخص إإ"الخدمة

يبةإ لدخلإرق إلأإمنإقيمةإاا إ لعقدإ،إوذلكإوفق حك هإق ن نإضو

إح لةإفشلإ،هإ0002/لسنة(إ03)وإتقدي إص رةإمنإإ"مزود الخدمة"إي م

وي

يبةإ لدخلإ لخ صةإب .بط قةإضو

“The Owner’ has the right to deduct from the Contract total price

Income Tax amount due on “the Service Provider” as per Income

Tax law No.21/2009. in case “the Service Provider” fails to submit a copy of Income Tax Card.

إرق .30 إنص صإ لم دة إ7)إتطبق إ( إبشأن إللعقد إ لع مة وط تعويضإ لب لشرإ لن ج إ لاإ م

إأوإعنإت ي إح لإإ ل شل لتأخت مإأوإ،إوذلكإيو إمزود"فشلإتأخت

إبنج زإأوإإبكم لإ لخدم تإطبق إ"الخدمة موطإإاا إ لعقدإ"إيو .لأحك هإوشر

12. Apply the provisions of Section No. (7) of General Conditions of the

Contract for liquidated damages for delay or failure, in the event of

delay or failure of “the Service Provider" in execution or completion

of Services in accordance with the terms and conditions of Contract, إ

إإ"للمالك"ويحقإ و ،إإإ لخدم تكم لإإآخمإلتن ياإأوإإ"مزود خدمة"أنإيعي إخصم"إإالخدمةإمزود "علإحس بإ

.إقيمةإ لعقدمنإ

“The Owner” has the right to appoint another Service Provider to perform or complete the services on the account of “The Service Provider" deducting from the Contract value.

هإ .31 و إك فمةإإإ"إالخدمةإمزود "يلت إتغم م مإ لم و بمأنإسستصمدرإك فمةإوثم لقإ لتمأمي

موطإ لع ممةإ(إ4-31)إ لمخ طمإكم إتحددا إنص صإفرعإ لمم دةإرقم ممنإ لشر،إعملإأنإللخدم تإبم لم ق قبلإبدءإ لتن ياإإ"المالك"للعقدإوأنإسسلمه إ

إحسممنةإ لسمممعةإوتعممملإبدولممةإ و كممةإتممأمي ممت إ ستصممد رإامماهإ ل ثمم لقإمممنإشر 2إ"المالك"قطمإ فقإعليه إ

13. “The Service Provider" shall arrange issuance of the insurance

policies covering all risks as hereafter defined in the Sub-Section No.

(18.4) in the General Conditions of this Contract, and to be submitted

to “The Owner” before commencement of execution of services at

sites. The policies shall be issued from a reputable insurance company

operative in the State of Qatar and accepted by” the Owner”.

إإإ"المالــــك"رتسمممملي إإإ"إالخدمــــةإمــــزود "قممم هإ .34 ضممممم نإ انجمممم زإ/ضممممم نإرممممن مإسعمإ لعقمدإإ،إإ%إ30،إر ق إإ....................=/بمبلغإ م إمممك لمةإرقمنإبجم لم

هإ،إإسممممم ريةإ0003/.../...إرت ريمممممممخ،إ ...............إصممممم درةإممممممن(إ...............)

0هإ000/إإ.../....إ لم ع لإلغ ية

14. “The Service Provider" has submitted to “The Owner” a Bank

Guarantee/Performance Bond of total amount ……………. equal

10% of the Contract total price, Bond No. (……………….) and

issued by ………… dated …/…./202

إ .35 و إتنشممممأإرممممي مبشممممأنإ لعقممممدإ ممممت إإالطــــرف جميمممم إ لمن زعمممم تإوإ لخ فمممم تإ لمممم

إإلأحكمم هإونصم صإ لقمم ن نإ لقطمميإ،إويكمم نإ لاإختصمم صإ ل صملإفيهمم إوفقم

إدولةإقطملل م 0مح ك إيو

15. All disputes and differences arising between the Parties in connection

with the Contract shall be settled in accordance with the Qatari law

terms and provisions and the Competent Court(s) of the State of Qatar

shall have the jurisdiction.

لمـــــا تقـــــدم قـــــام الطرفـــــان بـــــالتوق عـــــلى ـــــذا العقـــــد ي مثباتـــــا

ف

.الدوحة

Witness where of the Parties hereto have signed the

present in Contract in Doha.

”FOR “THE OWNER إإ"المالك"عــن

إ:التوقيـــ إ.…………………………………: الاسـم

.………………………………… إ:المنصب

SIGNATURE:

NAME : ……………………………………………….

TITLE : ……………………………………………….

"مزود الخدمة"عــن

FOR “THE SERVICE PROVIDER.”

:التوقيـــ إ

إ.....................................إإ: الاســــم

إ......................................إإ:المنصب

SIGNATURE:

NAME : ……………………………………

TITLE : …………………………………..




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SCOPE OF SERVICES (SOS),

SPECIFICATIONS AND DRAWINGS, IF ANY.




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A) TENDER TITLE: Implementation of Project for Conversion of Company’s existing (SAP ECC)

System to (SAP S/4 HANA) and Implementation of new modules (SF, EHSM

& MII).

B) SCOPE OF SERVICES : Phase 1

1. SAP ECC 6.0 EHP 5 to SAP S/4 HANA Conversion

Conversion of existing system (ECC 6.0 EHP 5) to SAP S/4 HANA

with all existing functionalities and Reports. This includes delivery of

existing BW reports and Dash Boards. Service Provider can add best

practices, functionalities and controls based on their vast experience.

Reporting strategy (Embedded Analytics)

Activation of Fiori apps and implementation of at least 10 apps in each

module. APPS will be jointly decided by the Business users and Service

Provider.

Technical testing.

Cut over Documentation, Preparation of training manuals and Training

of IT staff for maintenance, Support and enhancements. Also training of

End users for using the system.

Service Provider to ensure that existing features, processes,

functionalities, Reports, Dash Boards, Work Flows, SMS, interfaces,

etc. of all modules are delivered along with new features and controls

available in S4 HANA. SAP Analytical cloud to be explored.

Review Business Process of PM module and fix gaps if any. Also help

users in preparation and updating of master Data in the system.

2. Up gradation of Solution Manager 7.1 to Latest Version (Solution

Manager 7.2 or whichever is latest) along with the implementation of the

following:

Early Watch Alert

Maintenance Optimizer

Incident Management

License Management

CHARM and Technical Monitoring.

IT Service Management

Land Scape Management

Additional features of SOLMAN 7.2 or whichever is latest.

Service Provider to suggest additional functionalities/better controls if

any from the point of Best Practices.




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3. Implementation of Success Factors:

Employee Central and Qatar Localization. Payroll will be on premises

and all financial related information of employees will remain on

premises.

Service Provider to ensure that existing features, processes,

functionalities, Reports, Dash Boards, Work Flows, SMS, interfaces,

etc. are delivered along with new features, functionalities and controls

available in SF. SAP Analytical cloud to be explored.

4. Implementation of Dash Boards: Following dash boards are required.

Dash boards will be discussed and Finalized jointly by Department heads

and Service Provider.

Managing Director Dash Board. Covering his KPIs.

General Manager, covering his KPI (Production, Sales, Finance, etc.)

Manager - Finance

Manager - Production

Manager - Maintenance

Head of Sales

Head of Purchase and Stores

Head of HR and ADMIN

Head of ERP and IT

5. Up-gradation / Patch Level

Service Provider to study existing system completely and take total

responsibility of any up-gradations/pre-requisites required on existing

system to bring it to a stage of conversion to SAP S/4 HANA.

6. Post Go-Live support for a period of 2 Month

Phase 2

1. Implementation of Additional Modules

The following additional new modules need to be implemented as part of

the Phase 2.

MII - Manufacturing Integration and Intelligence. Implementation of

Standard Functionalities with Reports/Dash Boards and transfer of

data from Manufacturing system to SAP S/4 HANA to avoid manual

entries.

EHSM

o Incident Management

o Health and Safety Management

o Environment Management




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Note:

AS A STANDARD PRACTICE SERVICE PROVIDER WILL DO THE

FOLLOWING:

1. Service Provider shall review existing system and provide sizing document

and details required for procurement of Hardware (Servers, Storage,

Network, etc.) for S4 HANA, additional modules and future growth.

Service Provider will coordinate with Hardware supplier for proper sizing

and installation. Service Provider will take responsibility of conversion

services like system analysis, design, installation, configuration,

development, testing, training, data migration, cutover, documentation, Go

Live, Post Go Live support, etc.

2. Service Provider should work closely with H/W supplier/Cloud Partner for

Installation and setup of new hardware for SAP S/4 HANA and migrate

existing Windows operating environment to new operating system which is

supported by SAP S/4HANA and also existing Data base (ORACLE) to

new data base supported by SAP S/4 HANA, etc.

3. SAP S/4 Conversion to be performed on two stages Viz., Trial Conversion

and Actual system conversion

4. To perform the required pre-conversion checks

Maintenance Planner checks

Database and OS Pre-requisites checks

Application specific checks

Custom code checks

Other checks that are required as part of SAP S/4 HANA conversion.

Etc.

5. To perform SAP S/4 HANA conversion using the SAP best practices

methodology

6. To perform the required Post-conversion checks

Technical adjustments

Application specific adjustments

Data migration

Technical testing

Cutover activities, Training of users, etc.

7. Dual landscape maintenance strategy

8. To enable High Availability (HA) for Production system and set up Disaster

Recovery (DR) with RTO/RPO better than equal to existing setup. (Refer

current Land Scape).

9. To perform up gradation of Solman from version 7.1 to 7.2 or Latest

version and configure/implement existing functionalities as mentioned in

Phase 1 Article No. 2.

10. To gather Business requirements, Prepare Business Blue Print, Perform




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system analysis, design, installation, configuration, development, testing

and training of users for the following SAP New modules.

MII – Manufacturing Integration and Intelligence.

EHSM – Environment Health and Safety Management

o Incident Management

o Health and Safety Management

o Environment Management

11. To provide the necessary training to the Core Team Members, IT staff and

End users.

12. To establish detailed implementation strategy for the successful completion

of the project.

13. To provide post go-live hyper care support for the Conversion and newly

implemented modules for a period of 2 months.

14. Training of Core Team Members and Training/Knowledge transfer to IT

staff for future support will be one of the main responsibility of Service

Provider.

15. QNCC expectations as a part of value addition

QNCC expects Service Provider to suggest, based on their vast

implementation experience some of the best practices, business

processes, controls, etc during the course of implementation.

16. Service Provider should provide the break of the following:

No. of consultants on Site

No. of consultants off shore

17. Commercials

Commercials should have breakup of:

Phase 1

- Cost of Implementation of Success Factors

- Cost of Implementation other activities of Phase 1

* SAP ECC 6.0 EHP 5 to SAP S/4 HANA Conversion.

* Upgradation of Solution Manager 7.1 to Latest Version (Solution

Manager 7.2 or whichever is latest along with implementation as

mentioned in Scope of Services).

* Implementation of Dash Boards. Details as mentioned in Scope of

Service.

* Upgradation/Patch Level. Details as mentioned in Scope of Work.

* Post Go Live Support for a period of 2 months.

Phase 2

- Cost of Implementation of MII (Manufacturing Integration and

Intelligence). Details as mentioned in Scope of Work.

- Cost of Implementation of EHSM (Environment Health and Safety

Management). Details as mentioned in Scope of Work.




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- As above modules are very specific, if Service Provider do not have

expertise can be left blank.

18. Go Live down time

Service Provider should mention the down time required to go live. As

the business runs 24x7 and all days, down time should be as minimum as

possible.

IMPLEMENTATION TIME LINE:

1. PHASE 1

QNCC is expecting the Service Provider to complete PHASE 1 within 5

Months’ time line.

Post Implementation Support: 2 months

2. PHASE 2

QNCC is expecting the Service Provider to complete the implementation

of PHASE 2 to Go Live immediately after 3 months of going live of Phase

1. Phase 2 activities to start along with Phase 1 as different teams will be

working for this phase.

Post Implementation Support: 2 months

3. ON SITE MODEL OR CLOUD MODEL ( AZURE, SAP HEC,

AWS, ETC)

QNCC will decide the model. Service Provider should have expertise in

both the models in terms of sizing of servers/Storage and execution of the

Project.

C) CURRENT LANDSCAPE

QNCC is using SAP ERP system to manage the Business effectively. Current

SAP System went live in Jan 2013. Below are the details of existing SAP

landscape.

Current Status Details

1 SAP System

Product Version SAP ECC6.0 EHP 5

Unicode Enabled Yes

Stack ABAP

Net weaver 7.3

Solution Manager 7.1 -SP 09 KERNEL 800

Document Management System 6.4

TREX 7.10.40.00

MAXDB 7.8.02.26

2 SAP Kernel

Release 720 SP 10




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Support Package Level 600

3 Operating System

Operating System WIN. SERVER 2008 64 Bit

Version & Patch Level X86-64-R2

4 Land Scape

ECC: Development, Quality, Production & Sand Box YES

BW: Development, Quality, Production YES

Solman: Production. Linked to all systems YES

5 Database Information

Data Base ORACLE

Release & Patch 11.2.0.3

Production System Data Base Size 500 GB

Development System Data Base Size 274 GB

Quality System Data Base Size 485 GB

Data Base Growth/Month 5.5 GB

DB Log Size generated per Day 7 To 8 GB

6 Modules in Use

SD MM PP PM QM HCM FICO PS FM ML Yes

BW, DMS Yes

Solution Manager Yes

EWA, Maintenance Optimizer Yes

License Management, Land Scape Management Yes

Incident Management, IT Service Management Yes

Change/Control Request Management CHARM Yes

Documentation Yes

7 Custom Objects

Total Z/Y Objects 2088

Total ABAP Reports 168

Total Custom Object 2256

8 Interfaces

Weigh Bridge Yes

Attendance Machines Yes

Bar Code Scanners Yes

SMS Messages (Ooredoo Gateway) Yes

9 BW Information

No. of Reports 35

No. of Dash Boards 10

10 User Information

Total Users in System 145

Peak Concurrent Users 60

Peak Load Time 07.00 am to 01.30 pm

11 DR Information




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DR Status DR Implemented

DR Methodology Oracle Data Guard

DR Band width 8 MB

RTO (System should come up within) 15 Minutes

RPO (Data Loss) 0 Minutes (Near to 0)

HA (High Availability) in Production System Yes (Primary Site)

SAP SYSTEM – NEW LICENSES PROCURED

Details Remarks

A New Modules to be Implemented

1 MII (Manufacturing Integration Intelligence) Licenses procured

2 EHSM (Environment Health and Safety Management) Licenses procured

Incident Management Licenses procured

Health and Safety Licenses procured

Environment Management Licenses procured

3 BO (Business Objects) Licenses procured

4 SF (Success Factors) – Employee Central Licenses procured

5 Fiori

Free with S4 HANA

6 Embedded Analytics

Free with S4 HANA

D) OTHER TECHNICAL DETAILS

1. SERVICE PROVIDER DETAILS

Service Providers are expected to provide detailed information about their

organization, Head Quarters, Geographical locations of operation, awards and

recognitions, previous experience in the Middle East and experience in

conversion projects of SAP S/4 HANA and New Modules Implementation.

2. IMPLEMENTATION METHODOLOGY

Service Providers are advised to follow best practices/methodology, Road map

and guide lines as suggested by SAP. Service Providers are requested to include

the detailed phase-wise methodology being considered for the engagement along

with the deliverables and time lines for each phase. Any part of the project should

not be out sourced. QNCC expects that the entire team will be present on site

during the course of the project. Offshore delivery center help if any to be

discussed in detail and to be mutually agreed. Offshore delivery center should

comply with QNCC Security policy. No part of the project to be outsourced

without the permission of QNCC.

3. PROJECT PLAN

Service Providers are requested to include a detailed week wise Project plan that

includes all the high-level activities included in the Project.

4. PROJECT TEAM STRUCTURE

The project organization will comprise of a steering committee, a core project team




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from QNCC and the Implementing Partner.

Service Provider will provide details about the Implementation Partner’s project

organization in their proposal. It is expected to have a senior functionary heading

the project team supported by separate Module experts for various modules of

implementation. Details of module experts assigned for the project will be shared

by the Service Provider and the same will be reviewed by QNCC. It is expected

that the Service Provider will provide well experienced consultant for the project

and not to change the consultants during the course of project time lines. Same

consultants will remain till the end of the project.

5. ROLES AND RESPONSIBILITIES

The Service Provider will have to share roles and responsibilities matrix clearly

identifying the following:

Roles and responsibilities of the Service Provider.

Key roles and responsibilities as expected from QNCC highlighting the

extent of involvement

Roles and responsibilities of various team members within the

Implementation Partner’s Project Team

6. CHANGE REQUEST MANAGEMENT

Service Provider must clearly state the methodology of managing changes in the

scope and schedule during the course of the project. Implementation Partner to

study our existing system thoroughly and shall ensure the adequate handling of

Change Requests during the project stage and also during Support stage to avoid

change requests and cost implications. During the course of implementation,

Change Requests should be handled by Implementation Partner within the scope

of the existing project without any additional commercial implication.

7. ESCALATION METHODOLOGY

A detailed escalation matrix should be provided to ensure timely resolution of any

issues that might not be resolved successfully. The escalation matrix should help

provide a quick and orderly method of notifying QNCC and Implementation

Partner that an issue is not being successfully resolved.

Escalation should take place on an exception basis and only if successful issue

resolution cannot be achieved in a reasonable time frame.

Either QNCC or the Service Provider can initiate the procedure.

Initiator should promptly notify the other party that management

escalation will be initiated.

Management escalation levels will be defined as per the escalation

matrix.

8. PROJECT ASSUMPTIONS AND EXCLUSIONS

Service Providers are requested to list down all the assumptions being considered

for the engagement and the exclusions/deviations from the scope of this RFP.

Service Providers are expected to mention clearly all activities which they feel are

out of scope.




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9. QNCC EXPECTATIONS

It Is expected that during the course of implementation Service Provider Team is

present on the site. Off shore delivery center help if any required to be discussed

in detail and in advance and to be mutually agreed. Off shore delivery center

should comply with QNCC security policies. Service Provider to note that no part

of the project is out sourced without discussing with QNCC.

We undertake to execute and complete “Implementation of Project for Conversion of Company’s existing (SAP ECC) System to (SAP S/4 HANA) and Implementation of new modules (SF, EHSM & MII)”, as defined in the Scope of Services and Specifications mentioned above and the other terms and conditions mentioned in the “Tender Documents” studied/accepted and signed by us.

_________________________________ __________________ Tenderer Name Date _________________________________ __________________ Authorize Person’s Name/Signature Date

Stamp/Seal




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SPECIMEN OF ADVANCE

PAYMENT GUARANTEE




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FORM OF ADVANCE PAYMENT GUARANTEE (TO BE FILLED UP ON BANK’S LETTER HEAD)

BANK………………………………………..

DATE………………………………………..



P . O. Box; 1333

GREETINGS,

TYPE OF GUARANTEE: ADVANCE PAYMENT.

GUARANTEE NUMBER:

THE GUARANTOR:

THE APPLICANT:

THE BENEFICIARY:




GUARANTEE AMOUNT AND CURRENCY: QAR/USD (………..) BEING ADVANCE PAYMENT AMOUNT EQUIVALENT

TO 10% OF THE CONTRACT VALUE.



in the text below:-





EXPIRY OF GUARANTEE: The gurantee shall come in force on effecting receipt of advance payment and shall

expire until the amount of the Advance Payment is fully recovered and released against issuance of Provisional

Acceptance Certificate.







Relationship.












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SPECIMEN OF

PERFORMANCE BOND




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FORM OF BANK PERFORMANCE BOND (TO BE FILLED UP ON BANK’S LETTER HEAD)

BANK………………………………………..

DATE………………………………………..



P . O. Box; 1333

GREETINGS,

TYPE OF GUARANTEE: PERFORMANCE BOND.

GUARANTEE NUMBER:

THE GUARANTOR:

THE APPLICANT:

THE BENEFICIARY:




GUARANTEE AMOUNT AND CURRENCY: QAR/USD (………..) Shold Be Equals Amount 10% (Ten Percent) of

The Total Contract Lump Sum Price.



in the text below:-





EXPIRY OF GUARANTEE: This letter of guarantee shall be effective before signing the Contract and it will be

released after expiry of Twelve (12) months of the defect liability period commencement from the date of issuance

of the Provisional Acceptance Certificate







Relationship.












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GENERAL CONDITIONS OF

CONTRACT




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GENERAL CONDITIONS OF CONTRACT

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this part/section the following expressions shall have the meanings prescribed to them hereunder except where the context otherwise requires.

“Contract” shall include the Form of Agreement, General Conditions of the Contract, Scope of Services, Technical Specification, Reports, Format of Breakdown of Prices and all agreed documents in relation to the materials shall be executed at site.

“Owner” means Qatar National Cement Company (Q.P.S.C.) or his Lawful assignee or Successor.

“Service Provider” means the successful tenderer has signed the Contract or his lawful assignee or Successor.

“Parties” means the Owner and the Service Provider.

“Scope of Services” means the System Conversion services to be provided, implemented and executed at site by “The Service Provider” whether mentioned or not mentioned in the lists under Scope of Services in this tender documents and other terms and conditions defined in the Contract.

“Contract Lump Sum Price” means the fixed total price as set out payable to the Service Provider by the Owner for provision of Contract Scope of services described in the tender documents.

“Defect Liability Period” shall have the meaning assigned to this term in the defect liability Clause to be contained in the Contract which covers the default in the professional performance in any part or section conversion work for a period of Twelve (12) Months.

“Provisional Acceptance Certificate” means a certificate issued and signed by Owner/QNCC and delivered to the Service Provider stating that all the required System Conversion Services have been substantially completed in accordance with the terms and conditions as set out in the Contract.

“Final Acceptance Certificate” means a certificate issued and signed by Owner/QNCC and delivered to the Service Provider stating that all the required System Conversion services are successfully completed and passed the Twelve (12) Months the defect liability with no defect with the terms and condition as set out in the Contract.

1.2 INTERPRETATIONS

1.2.1 A reference to an individual or person includes a corporation, firm,

partnership, joint venture, association, authority, trust, state or government

and vice versa.

1.2.2 Words importing the singular shall include the plural and vice versa.




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1.2.3 A reference to any gender includes all genders.

1.2.4 A reference to any agreement or document is to that agreement or

document (and where applicable any of its provisions) as amended,

innovated, restated or replaced from time to time.

1.2.5 A reference to any agreement or any other document or arrangement

includes that party’s executors, administrators, substitutes, successors and

permitted assigns.

1.2.6 Article headings and index are for reference only and shall not affect

interpretation.

1.2.7 The Annexes (if any) to this Schedule shall form a part thereof, however in

the event of any conflict between the Annexes and Articles of this Schedule,

the articles shall prevail.

1.2.8 If any terms or any part thereof (in this Article called the “offending term”)

contained in this Schedule shall be or be declared or become unenforceable,

invalid or illegal for any reason whatsoever then provided the commercial

intent of the agreement is not adversely affected the other terms of this

Schedule shall remain in full force and effect as if the Agreement had been

signed without the offending terms appearing herein. The parties hereto

agree to substitute if possible for such offending term a new tern to the

fullest possible extent.

1.3 COMMENCEMENT OF EXECUTION PERIOD.

1.3.1 The Execution Period of the Services shall commence from the fixed date in notice to

proceed letter issued by the “Owner” for the commencement of the execution and

completion of the System Conversion services at Site once the “Service Provider”

acknowledge and accepts the notice to proceed letter sent to him by the “Owner”.

1.3.2 Services required shall commence and be completed in accordance with the time

schedule contained in the Contract.

1.3.3 There shall be no extensions to the period for the completion of the System

Conversion Services unless the Contract period of the System Conversion Services is

extended with the written consent of the Owner in which case the corresponding

extension shall be granted to the Service Provider provided such extension is

required due to the default of the Owner or the Service Provider or for reasons as

stated in the Contract.

1.3.4 Terms defined in the other documents of Contract where applicable to have

the same meanings used herein unless the context requires otherwise.

2. SCOPE OF SERVICES

The “Service Provider” shall undertake to execute & implement the Scope of the System Conversion Services @ site in accordance with the terms and conditions as set out in the Contract.




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3. SERVICE PROVIDER’S FACILITIES AND TOOLS

3.1 Facilities Required During the Execution at Site.

During the execution of the services, the Service Provider on his own cost shall be provide himself and his personnel with necessary facilities required for execution of the services as described under the Scope of Services in the tender documents.

3.2 Costs of Accommodation and Transportation will be charged on the

account of the Service Provider

3.3 Equipment and Materials.

Specialized equipment and materials furnished by the Owner/QNCC to

the Service Provider or purchased by the Owner/QNCC for the Service

Provider with funds wholly supplied or reimbursed by the Owner/QNCC

shall be the property of the Owner/QNCC and shall be so marked for

identification purposes by the Service Provider and/or the

Owner/QNCC. The Service Provider shall be responsible for ensuring

that any such equipment and materials provided by the Owner/QNCC are

maintained by it in good condition.

3.4 Disposal of Equipment and Materials

Upon completion or termination of the Scope of services at site, the Service Provider shall furnish to the Owner inventories of the equipment and materials supplied to it by the Owner, which are to be disposed or deliver the equipment to the Owner and dispose of any unwanted materials as directed by the Owner.

3.5 Site Personnel [

All persons/manpower working for the Service Provider shall be under his direct employment/sponsorship and supervision.

4. TIME SCHEDULE FOR THE COMPLETION OF THE SERVICES

The Time Schedule for execution and completion of services at site shall be agreed and embodied in the Contract.

5. CONTRACT LUM SUM PRICE PAYABLE TO THE SERVICE PROVIDER

The Contract Lump Sum Price payable to the Service Provider for the provision and

completion of the Scope of Services shall be allocated and payable in respect of the

different stages of the Scope of Services as provided hereunder.

5.1 Contract lump sum price for Modified in the Scope of Services.

Where additional services are necessary due to changes within the Scope of Services requested by the Owner an additional price to be mutually agreed upon by the Owner and the Service Provider shall be granted to the Service Provider.




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The basis for the additional price shall be agreed to in writing between the Owner and the Service Provider prior to the commencement of provision of the additional services.

5.2 Inclusive Contract Lump Sum Price

5.2.1 The Contract Lump Sum Price payable to the Service Provider

shall include all cost, overhead, profits, taxes, charges, payments to

his sub-Service Provider(s) and all costs and expenses of

whatsoever nature for the performance and completion of the

Scope of Services pursuant to the terms of the Contract.

5.2.2 The Service Provider signing the Contract confirms that he is

aware of all other cost or charges to be incurred and which are

necessary for it to carry out and complete the Scope of Services

required under the Contract.

5.2.3 No claim will be accepted by the Owner from the Service Provider

due to the Service Provider’s lack of knowledge in respect of any

matter affecting the level or adequacy of the Contract lump sum price

payable to the Service Provider pursuant to the terms of the Contract.

6. PAYMENT TERMS

The Total Contract Price during implementation and post-implementation support as follows:

1. On Contract signing against submission of down/advance Payment bank guarantee equivalent 10% 2. Project Preparation Phase Sign off 10% 3. Project Explore Phase Sign off 10% 4. Project Realize Phase Sign off 30%

Post Implementation support – 12 months equated monthly installment 5. Project Deploy / Go live Phase Sign off 20% 6. Completion of Hyper care & Project closure 20%

6.1 Advance Payment Bond/Guarantee

The Service Provider shall issue an Advance Payment Guarantee in an amount equivalent to the down payment amount, through a first class reputable Bank operated in Qatar or any other Bank acceptable to the Owner. This guarantee will be issued at the signature of the Contract, and shall be valid until the amount of the Advance Payment is fully recovered and released against issuance of Provisional Acceptance Certificate.

6.2 Performance Bond

Performance/Bid Bond of 10% of the Contract total lump sum price will be issued by a first class reputable Bank operated in the State of Qatar or any other Bank acceptable to the Owner and before signing of the Contract and will be released after expiry of Twelve (12) Months of the defect liability period commencement from the date of issuance of the Provisional Acceptance Certificate.




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6.3 CURRENCY

The Contract Price payable to Service Provider shall be calculated and paid in QAR or USD. There shall be no adjustment to the Contract Price due to fluctuations and variations of rates of exchange between the Qatari Riyals and any other foreign currency.

7. LIQUIDATED DAMAGES FOR DELAYS

If the Service Provider fail to execute or complete the required Services within the contract completion time schedules as defined in the Contract and should the damage be

deferred due exclusively to such delay, the Owner shall be entitled to deduct from the Contract value a penalty for delay on the basis of 0.5% of each day or part of day of such delay up to a maximum of 10% of the Contract total price.

8. FORCE MAJEURE

8.1 Payment

If at any time before the completion of the services under the Contract any part of the services shall be damages or destroyed as a consequence of Force Majeure, as defined in Sub-Section 8.3 (Default) hereof, occurring within the State of Qatar beyond the control of Service Provider and form unforeseen cause, Service Provider will receive the proportionate payment for any additional services which may be requires to be completed only by him as a result of such damage or destruction.

8.2 Circumstances Beyond Control

The affected Party by Force majeure shall promptly notify the other Parties in writing of any situation or event occurring within the State of Qatar arising from any circumstances beyond their control, which is unavoidable and which could not reasonably be foreseen and which makes it impossible for the affected party to carry out in whole or in part its obligations under the Contract.

8.3 Default

Neither Parties shall be considered to be in default in the performance of its obligations hereunder as a result of Force majeure, which as implied herein, shall mean Acts of God, War (declared or undeclared), riots, civil commotions, revolutions, hostilities, strikes, epidemics, accidents, fire, floods, earth-quakes, explosions, blockages, nuclear hazards, extreme weather conditions and any other cause similar to the kind herein mentioned or of equivalent force occurring within the State of Qatar which is beyond the control of the parties, unavoidable which could not reasonably be foreseen and which renders impossible the fulfillment of the contractual obligations.

8.4 Delays in Performance

If the performance of any obligations or responsibilities of any Party is delayed for more than Thirty (30) days, the term of this Contract shall either be extended for such period or the Contract may be terminated at the Owner’s choice. In the event that the performance of the services is prevented in whole or in part due to an occurrence referred to in Sub-Section 8.3 (Default) hereof, then the Owner shall have the option at any time after the commencement of such occurrence to




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terminate the Contract by giving written notice to Service Provider. The payment on termination shall be assessed as the reasonable and actual cost incurred by Service Provider to demobilize his/it’s staff whose services are related to the Scope of services.

8.5 Notice of Termination

If a termination notice is given as a result of Force Majeure as per Clause 8.3 (Default) above, the termination shall become effective upon receipt by Service Provider of the Owner’s notice to terminate.

9. TERMINATION OF THE CONTRACT

Should Service Provider fail for more than Thirty (30) days after written notice to discharge its contractual obligations as set out in the Contract and cease to comply with provisions of the scope of services except in the case of Force Majeure, the Owner shall have the right to terminate immediately the Contract.

10. CONFIDENTIALITY

10.1 Service Provider shall treat the details of this Contract and all documents prepared hereunder as private and confidential (save in so far as it may be necessary to pay any such decisions for the performance of its duties hereunder) and shall not publish or disclose the same or any particulars thereof in any trade of technical paper or elsewhere without the prior written consent of the Owner. Service Provider shall ensure that its personnel and sub-Service Providers enter into similar confidentiality undertakings towards the Owner.

10.2 Documents shall remain the property of the Owner

10.3 All Documents prepared by Service Provider for the services or provided to him by the Owner shall remain confidential during the Contract execution period, the drawings shall remain in the sole custody of the Owner.

11. INFORMATION REQUIREMENTS

11.1 Service Provider shall submit the following information to the Owner at such regular interval as appropriate:

a) All communications which:

1. State or indicate the possibility of an intention to claim additional time or money.

2. Relate to security, access or personnel to the site area, accidents and safety of personnel, insurances or other matters, which may be considered of interest to the Owner or may require action by him.

b) Programme and Schedules as follows:

1. All programmers and schedules of information requirements from the Owner to Service Provider and vice versa.

2. All interim or stage programmes issued by the Owner.

c) Monthly material required and upgradation services status reports, which must include statements on :

[

1. Progress of Services.




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2. Performance of the Service Provider’s manpower in particular with regards to non-compliance with all such duties and obligations as contained in the Contract and the Specifications.

3. Quality of the Services. 4. Supply or delivery problems and action taken. 5. Any services variation to the Contract period or Contract price with

financial details and any reasons which indicate, in view of Service Provider, that these are likely to be varied in the future.

d) Full details of the Service Provider’s manpower maintained on the site, calculated and reported on a monthly basis.

11.2 Variations

Service Provider shall clearly identify any Variation Orders as being issued one of the following categories:

a) Variations which alter, amend or delete items contained in the Contract and which Variation does not alter the Scope of services, is not charged against contingencies and which does not increase the Contract Value;

b) Variations which will increase the Contract Value and will require the commitment of additional funds

c) Variations which alter or amend the Execution Period of the services as per agreed schedules.

11.3 Contigencies

Not Applicable

11.4 Handling Over

When the Service Provider shall determine that a part or all of the services has been completed and is acceptable for use by the Owner then the Service Provider shall give sufficient prior written notice to the Owner that such services or part is substantially completed and is ready for handing over and the Owner shall check and approve, then if accepted the Owner will issue the Provisional Acceptance Certificate as per applicable Clause (Provisional Acceptance Certificate).

11.5 Service Provider’s Personnel/team Service Provider shall provide all the requirement of specialized expert team having

experience in the required System Conversion services for the Owner/QNCC for the implemention of all services defined in the Contract. The qualifications and experience of all provided personnel/team categories should be approved by the Owner/QNCC prior to their recruitment by the Service Provider to the site.

11.6 Replacement of Recruited Personnel/Team by Service Provider

Service Provider shall not replace the provided personnel/team subject to this Contract without first obtaining the prior written approval of the Owner/QNCC. Any request to replace the provided personnel/team to the site shall be accompanied by the curriculum vitae of the proposed new personnel/team and an undertaking that such change of personnel/team categories neither inconveniences the Owner/QNCC nor causes to the Owner/QNCC any delay or extra costs.




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12. ASSIGNMENT

Service Provider shall not assign or transfer the benefit or obligation of the Contract or any part thereof to any third party without the prior written approval of the Owner. However, the Service Provider shall be entitled at any time to take into partnership another partner or partners (or directors) and he or they shall be deemed to be included in the expression “Service Provider”.

13. TAXES

Service Provider shall be responsible for the payment of all taxes including income tax, customs or import duties, training levies and all other levies and taxes applicable by laws, any regulatory or concerned authorities in the State of Qatar. Any new taxes decided by State of Qatar Authorities or modifications of the existing taxes after the date of signing of the Contract shall be mutually discussed in order to adapt the contractual price accordingly.

14. VISA AND PERMITS Service Provider shall be responsible for the fees for obtaining all visas and permits required in the performance of the Contract.

15. THE OWNER’s RESPONSIBILITIES

15.1 Information to the Service Provider

The Owner shall furnish all pertinent data and information available and shall give such assistance as reasonably be required by the Service Provider for performing its duties and discharging its obligations under the Contract.

15.2 Decisions

The Owner shall give its decisions on all sketches, drawings, report recommendations and other matters properly referred to it by Service Provider in writing and in reasonable time so as not to delay the performance of the Service Provider in respect of the Scope of Services under this Contract.

16. THE SERVICE PROVIDER’S RESPONSIBILITIES

16.1 Supply trained direct and indirect personnel/team experienced and specialized in Implementation of Project for Conversion of Company’s existing (SAP ECC) System to (SAP S/4 HANA) and Application of new modules (SF, EHSM & MII).

16.2 Responsible for the supervision on his supplied personnel/team during the implementation and completion period of the Contract.

16.2 Provide Medical and Accidental Insurance. 16.3 Providing Visa Arrangement, immigration fee and other convinience cost for

personnel/team. 16.4 Covering of all personnel/team members salaries, wages and workers compensations. 16.5 Cost of personnel air flights, visas as well as internal transportation to and from the Site(s). 16.6 Obligate his personnel/team to follow the discipline, Safety and rules of the OWNER/QNCC. 16.7 Responsible for safety of his people working (personnel/team) at sites. 16.8 Responsible for compensation of his personnel/team for any damages occur to them or the

theft or loss of his equiment. 16.9 Issue the necessary insurance cover for this personnel/team @ site work as per the

concermed Qatari Competent Laws & incompliance with Qatari Labor Law. 16.10 Provide the site work with safety representative, safety equipments and unifom for his

personnel/team.




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17. THE OWNER’S APPROVAL

The Owner’s specific approval in writing shall be required by Service Provider prior to the following:

a) Assignment or subletting by the Service Provider of any part of the System Conversion Services.

b) Any direct instructions by Service Provider imposing to its provided personnel/team a method of working different to that stated in the Contract or modifying the accepted method included and agreed at Tender Stage.

18. SCOPE OF LIABILITY OF SERVICE PROVIDER

18.1 Errors and Omission

Service Provider is liable for all the detrimental consequences of its recommendation, negligent acts, errors and omissions on its part or on the other parts of its employees, Sub-Service Provider, agents or assignees in discharge of its contractual obligations under this Contract.

Service Provider’s Manpower shall execute the services in accordance with all the requirements and criteria in the Contract and in accordance with standards of care and diligence generally practice and expected by Contracting Firms possessing high level of skill, experience and expertise and in a manner suitable for the intended purpose.

18.2 Defects

Service Provider at his own expense, carry out any alterations or remedial upgradation services necessitated by reason of such errors and omissions for which he is responsible and modify the drawings and information accordingly.

18.3 Limitation

It is also understood that the Service Provider has no responsibility of fulfilling any obligations out of the obligations defined in this Contract.

18.4 Insurance Cover

Service Provider shall take all insurance covers for his own provided manpower at site (such as medical, life, accident, workmen compensation etc.) in accordance with the applicable Qatari Laws and Regulations of the State of Qatar.

Such certificate and policies shall be issued by a reputable insurance company operating in the State of Qatar and acceptable to the Owner.

18.5 Violation of Rights of Third Parties Service Provider shall be responsible for violation of the rights of third parties unless he has not been given correct information concerning these provision or rights or that he has brought to the notice of the Owner such liability beforehand.

18.6 Contracts by Service Provider

Service Provider shall collect all the necessary information required for the execution and discharge of its obligation as stated under this Contract and shall initiate and activate all necessary Contracts for this purpose. The Owner shall assist in facilitating when possible.

19. DEFECT LIABILITY PERIOD

Defect liability period means the respective period covering any defect/default in the conversion and installation services implemented and done by the Service Provider’s




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personnel/team and such period is commencing from the date of provisional acceptance certificate for a period of Twelve (12) Months and issuance of Final Acceptance Certificate by the QNCC/Owner.

20. NOTICES

All notices under this Contract shall be given in writing and will be deemed to have been given if delivered by one of the following means:

- By fax transmission;

- By e-mail transmission confirmed by fax or express courier;

21. LANGUAGE OF THE CONTRACT

The language of the Form of Agreement in Arabic and English, in case of any conflict found in the Form of Agreement between the Arabic text and English Text, the Arabic text shall prevail. All reports, designs, drawings, correspondence, General Conditions of Contract etc. shall be in the English language. In case of these Contract documents being translated into Arabic Text for the benefit of any regulatory body in the State of Qatar and will arise a conflict between the English and Arabic text, the English text shall prevail.

22. SETTLEMENT OF DISPUTES AND APPLICABLE LAWS

22.1 Settlement of Disputes

In case of any dispute arising between the Service Provider and the Owner, the parties shall first make an attempt to settle the same amicably as early as possible. If the dispute cannot be settled within ninety (90) days of its arising, the same shall be referred to the competent Qatari Court(s).

22.2 Applicable Law

Applicable law shall be Qatari Laws.

22.3 Works to Continue

Performance of the Contract shall continue during judicial proceedings unless the Owner shall order suspension thereof, and if any such suspension shall be ordered, the reasonable expenses of the Service Provider occasioned by such suspension shall be included in the total lump sum price of the Contract if the competent Qatari Court(s) so decides. No payment due or payable by the Owner shall be withheld on account of pending reference to the competent Qatari Court(s).