The CONTRACTOR’s Warranty
The CONTRACTOR represents and warrants that the Services to be provided under this Contract will be provided in accordance with the standards customarily provided by an experienced and competent organization rendering the same or similar services.
In case the CUSTOMER finds any defects in the Services provided, the CONTRACTOR shall eliminate any of said defects at no cost to CUSTOMER.
The CONTRACTOR shall not hand over the results of the Services provided to the third parties without having agreed it with the CUSTOMER.
The CONTRACTOR shall not allow publication of confidential information concerning the CUSTOMER’s activities or other information discrediting the CUSTOMER's business and (or) public image.
8.4 The CUSTOMER undertakes to provide the CONTRACTOR with its effective local regulatory documents (hereinafter referred to as the LRD), which form an integral part of the Contract, by transferring of the certain LRD to the CONTRACTOR under the LRD Act of Acceptance (Attachment No. 7), which must be signed by the Parties under the Contract.
The LRD Act of Acceptance shall contain the full list of LRD indicating the executive orders and dates allowing to identify the current version of LRD. In case any changes are made to the LRD the CUSTOMER shall provide the CONTRACTOR with the updated LRD and LRD Act of Acceptance indicating the executive orders and dates allowing to identify the current version of LRD.
The Parties acknowledge that the compliance with LRD requirements specified in the Attachment No.7 hereto and further LRD Acts of Acceptance (in case of its issue) shall be an essential term of the Contract and shall not subject to change by the CONTRACTOR.
The CONTRACTOR undertakes to provide the compliance with the Rosneft Oil Company Policy requirements “In the field of counteraction corporate deceitful practices and involvement in corrupt activities” No. П3-11.03 П-04, version 1 by the employees rendering Services under this Contract.
The CUSTOMER’s Responsibilities
The CUSTOMER shall accept and pay for the Services rendered by the CONTRACTOR in compliance with the terms and conditions of the Contract.
The CUSTOMER recognizes that timely provision of all the initial data, discussion, clarification and acceptance of the preliminary results of the Services by CUSTOMER in accordance with the Services Provision Schedule hereof, shall be essential for the CONTRACTOR’s duly and timely provision of the Services.
The CUSTOMER shall review and approve preliminary results of the Services provided by the CONTRACTOR in accordance with the Services Provision Schedule. In the case such approval is delayed due to the CUSTOMER's fault the deadlines of the following Stages and final Report provision will be changed respectively without any liability from the CONTRACTOR’s side.
The CUSTOMER shall notify the CONTRACTOR in writing of any circumstances and/or events that may affect fulfillment of the CONTRACTORS’ obligations under the Contract immediately it has become known to the CUSTOMER, and also any events that have become known to the CUSTOMER and relate to the Services being rendered, information and documents provided by the CUSTOMER for provision of Services.
Subcontractors
10.1 The Services hereunder shall be rendered using the CONTRACTOR’s own resources to the extent of 100%.
Retaining of subcontractor for the Services rendering is not allowed.
The Parties’ Liabilities
The CONTRACTOR shall indemnify to the CUSTOMER any damage or losses incurred by the CUSTOMER as a result or in consequence of the provided Services, if the caused damage or losses resulted from the CONTRACTOR’s gross negligence, or the deliberate breach by the CONTRACTOR of its obligations hereunder (other than CONTRACTOR’S professional responsibility with respect to which clause 11.3 hereof is applicable).
The CUSTOMER realizes that the CONTRACTOR shall rely in furnishing the Services and preparing Report on data provided by the CUSTOMER or on its behalf. The CUSTOMER shall be responsible for provision of full, accurate and reliable data required for provision of the Services, and the CONTRACTOR shall not be responsible for any errors, omissions or incorrect conclusions in the results of the Services provided by the CONTRACTOR caused by incorrect or not reliable data provided by the CUSTOMER or on its behalf.
The CUSTOMER at its own discretion shall use and implement the documents, Report and other deliverables provided by the CONTRACTOR in the course of the provision of the Services under this Contract. The CONTRACTOR shall not be responsible for any consequences, damage or losses caused by the CUSTOMER’s decisions made on the basis of the documents, Report or other deliverables of the provided Services.
The CONTRACTOR assumes that all the data provided by CUSTOMER for the provision of the Services in any format and on any means of information storage is provided in copies of the originals owned by CUSTOMER shall not be responsible for occasional and not deliberate destruction of all or part of the information.
The parties assure each other and guarantee that:
- they are authorized to enter into this transaction under terms and conditions of the Contract, execute their rights and fulfill their obligations under the Contract, and there will be no restrictions imposed by the Management of the Parties limiting their authority of the Parties related to the execution and fulfillment of the Contract;
- representatives of the CONTRACTOR and CUSTOMER signing the Contract are duly authorized to sign the Contract, and have all required permits and/or approvals on the part of the Management of the CONTRACTOR and CUSTOMER, respectively, and by entering into this Contract they do not breach any requirements and provisions of the by-laws or regulations of the managerial bodies of CONTRACTOR and CUSTOMER.
11.6. In case of violation of the Services provision period according to Services Provision Schedule (Attachment No. 2) due to CONTRACTOR’s fault the CUSTOMER is entitled to claim a fine from the CONTRACTOR in the amount of 0.1% of the cost of not provided Services of respective Stage per each day of delay but no more than 10% of the cost of not provided respective Stage of the Services.
11.7. In the event of violation of the payment period provided by cl. 5.4 of the Contract, the CONTRACTOR shall be entitled to claim a fine from the CUSTOMER in the amount of 0.1% of the cost of delayed payment per each day of delay but no more than 10% of the cost of the outstanding amount.
11.8. In case of breach of cl. 8.3 of this Contract by the CONTRACTOR, the CUSTOMER shall be entitled to claim from the CONTRACTOR a fine in the amount of 100,000 Rubles for each detected fact and (or) to repudiate the Contract, without compensation to the CONTRACTOR of the damages due to such repudiation.
11.9 In case of the Consultant’s failure to fulfill, or improper fulfillment of the terms of the Contract that violate the requirements of the currency legislation of the Russian Federation, if such violations have arisen through the fault of the CONTRACTOR, the Customer is entitled to submit a request for payment of a penalty in the amount of 10% of the untimely paid amount of money, as well as to reimburse the CUSTOMER in full of all losses incurred by the CUSTOMER, including in connection with the use of administrative punishments imposed by the authorized bodies, including but not limited to the amount of fines paid or payable to the CUSTOMER for violating the requirements of the currency legislation of the Russian Federation.
11.10 The CONTRACTOR shall pay the specified penalty and (or) compensate the losses within 7 (seven) calendar days from receipt of the CUSTOMER’s written claim.
11.11 The claim specified in the cl. 11.10 hereto shall be deemed received in the following cases:
In case of mail delivery - on the date of the postal stamp on the delivery confirmation;
In case of sending via e-mail - on the date of automatic confirmation receipt of an electronic message;
In case of sending via fax - on the date indicated in the confirmation of the successful transmission generated by the sender's fax machine;
The claim delivered in the order indicated above, but received on a non-business day or during non-working hours at the place of receipt is deemed to be received only on the next business day at the place of receipt.
CUSTOMER’s Warranties
CUSTOMER admits that CONTRACTOR shall rely on certain documents and information provided by or on behalf of the CUSTOMER in furnishing its Services and deliverables. Accordingly, CUSTOMER hereby represents and warrants that such documents contain full and accurate initial data, necessary for duly provision of the Services.
CUSTOMER guarantees that initial data provided to the CONTRACTOR under the Contract do not constitute Russian state secret, and that the CUSTOMER obtained all necessary permits and approvals to provide CONTRACTOR with documents and data required to provide Services under the Contract.
The CUSTOMER acknowledges that CONTRACTOR's fee basis does not take into account potential liability to CONTRACTOR resulting from the use of its Services or Reports. Accordingly, the CUSTOMER agrees to release CONTRACTOR from responsibilities, and to take all action necessary for CONTRACTOR not to have, any liability to the CUSTOMER and third parties (including from CONTRACTOR's own negligence) that collectively exceeds the total fees received by CONTRACTOR from the CUSTOMER for the Services or Reports to which the liability relates.
Anti-sanction clause
13.1 The Parties agree that any sanctions, trade restrictions and other similar measures of any state or supranational entity shall not terminate or amend the obligations of the Parties under the Contract.
13.2 The CUSTOMER or its affiliated persons have the right to suspend the performance of any of its obligations to the CONTRACTOR under this Contract and any other agreements, if:
1) The CONTRACTOR or its affiliated persons do not fulfill their obligations to the CUSTOMER or its affiliated persons under this Contract or other agreements, treaties, contracts with the CUSTOMER or its affiliated persons; or
2) The CUSTOMER or its affiliated persons have reasonable grounds to believe that the obligations specified in subparagraph 1 of clause no. 13.2 will not be fulfilled due to the circumstances specified under cl. 13.1.
13.3 If the CONTRACTOR or its affiliated persons cannot fulfill their obligations under this Contract or other treaties, contracts, agreements with the CUSTOMER and its affiliated persons in view of the circumstances specified in cl. 13.1 the CONTRACTOR shall pay to the CUSTOMER compensation in the amount of 100 000 (One hundred thousand rubles) 00 kopecks.
The Parties agree that this compensation is recognized as compensation for losses incurred in the event of occurrence of circumstances specified in the Contract in accordance with Article 406.1 of the Civil Code of the Russian Federation.
13.4 The Parties agree that despite any conflicting provisions of this Contract or the provisions of other agreements between the Parties and / or their affiliates under the cases specified in cl. 13.2, the CUSTOMER and its affiliates are entitled to:
1) to withhold any funds, property or property rights of the CONTRACTOR and its affiliated persons;
2) use the value of the above-described funds, property and property rights as a set-off against the obligations of the CONTRACTOR and its affiliated persons referred to in cl. 13.2 and 13.3.
13.5. Clauses 13.1-13.4 of the Contract are governed by the Russian law and have priority over any other provisions of this Contract or other agreements between the Parties and/or their affiliates. All disputes on these clauses and related provisions of the Contract are subject to consideration in the International Commercial Arbitration Court at the RF CCI.
Anti-corruption clause
When performing obligations hereunder, the Parties, their affiliates, employees or mediators do not pay, do not offer or authorize payment of money or valuables, directly or indirectly, to any person to influence actions or decisions of these persons in order obtain any improper advantage or for other improper purposes.
The CONTRACTOR hereby confirms that it has read and understood the content and undertakes to be committed to the principles of the Company Policy “In the field of counteraction corporate deceitful practices and involvement in corrupt activities” (hereinafter the “Company Policy”), №PZ-11.03 P-04 version 1.00 posted in public access on the official website of Rosneft https://www.rosneft.ru Oil Company in the Internet.
When performing obligations hereunder the Parties, their affiliates, employees or mediators do not perform acts defined by applicable law for the purposes of this contract as giving/taking bribe, commercial bribery, as well as actions violating requirements of the applicable law and international instruments on fighting legalization (laundering) of income obtained by criminal means.
Each of the Parties hereto refuses to encourage in any way employees of the other Party, including by provision of cash, gifts, free execution of works (services) and by other not specified in this paragraph means that make an employee conditional on and aimed at ensuring the execution by this employee of any actions in favor of the encouraging Party.
Employee’s actions in favor of the encouraging Party refer to:
granting undue advantages over other counterparties;
provision of any guarantees;
acceleration of existing procedures;
other actions performed by an employee as part of its official duties, but contrary to the principles of transparency and openness in relationship between the Parties.
In case of suspicion of any Party that a violation of any anti-corruption terms has occurred or may occur, the concerned Party shall notify thereof the other party in writing. After notifying the concerned Party has the right to suspend execution of obligations hereunder until receiving confirmation that violation has not occurred or will not occur. This confirmation shall be sent within 5 (five) business days from the date of the written notification.
In the written notification the Party is obliged to refer to facts or provide materials reliably confirming or providing grounds to assume that breach of any provisions hereof by the party, its affiliates, employees or mediators such as actions qualified by the applicable law as giving/taking bribe, commercial bribery, as well as actions violating requirements of the applicable law and international instruments on fighting legalization of criminal proceeds has occurred or may occur.
The Parties hereto acknowledge conducting procedures for corruption prevention and control their observance. The Parties shall make reasonable efforts to minimize business relationships with counterparties that may be involved in corrupt activities, and provide mutual assistance to each other in order to prevent corruption. The Parties shall ensure implementation of the inspection procedures in order to prevent risks of involving Parties in corrupt activities.
For the purpose of the anticorruption inspections, the CONTRACTOR shall provide to the CUSTOMER Information on the owner’s chain of the CONTRACTOR including beneficiaries (including the ultimate ones) based on the format in the Attachment No7 of this Contract with the confirmation documents, within 5 (Five) business days by the moment of signing hereof as well as at any time during the term of obligations upon written request of the CUSTOMER (hereinafter referred to as “Information”).
In case of a change in the owner’s chain of CONTRACTOR, including beneficiaries (including ultimate ones), and/ or executive bodies, CONTRACTOR shall within 5 (Five) business days from the date of such changes taking place provide relevant information to CUSTOMER.
Information shall be provided in hard copy signed by General Director or a person authorized on the basis of a power of attorney and addressed to CUSTOMER via postal services with a list of enclosures. The date of providing Information shall be the date of receipt of the postal item by CUSTOMER. Additionally Information shall be provided on an electronic media.
Provision specified in this clause shall be deemed essential in accordance with the clause 1 of the Article 432 of the Civil Code of the Russian Federation.
The Parties confirm that their possible misconduct and breach of the anti-corruption provisions hereof may result in adverse effect – from downgrading the contractor’s reliability to significant restriction in cooperation with the contractor, all the way to the Contract termination.
The Parties guarantee to ensure a respective investigation on the facts claimed in the course of execution hereof following to the confidentiality principles and applying efficient measures on eliminating practical difficulties and preventing possible conflicts.
The Parties guarantee against disclosure of confidentiality on ensuring anti-corruption measures hereunder, and also against negative consequences both for the claiming Party in general and for the particular employees of the claiming Party.
In case of refusal by the CONTRACTOR to provide Information in accordance with cl. 14.7 hereof, actual failure to provide such information, provision of information in violation of time limits set forth herein, or provision of false information to the CUSTOMER shall have the right to unilaterally withdraw from the contract by giving written notice of Contract termination within 5 (five) working days from the notification.
In case Information is not provided in full (i.e. failure to submit any information specified in the form set out in Attachment No.5 hereto the CUSTOMER sends a repeated request for Information provision in accordance with the form specified in cl.14.7 hereof, complemented with missing information with deadlines for provision specified. In case of failure to provide such information, violation of terms of its provision, and the provision of false information the CUSTOMER shall have the right to unilaterally withdraw from the contract by giving written notice of Contract termination within 5 (five) working days from the notification.
Together with the submission of the Information about the chain of ownership of the CONTRACTOR, including beneficiaries (including ultimate ones), the CONTRACTOR shall provide the CUSTOMER with confirmation of the availability of the consent for the processing of personal data and dispatch of notices of the processing of personal data obtained together with the information about the chain of ownership of the counterparty, including beneficiaries (including ultimate ones), substantially in the form of Attachment No.6 hereto.
The CONTRACTOR hereby confirms that the consent of the subjects of personal data for the processing of their personal data has been given in accordance with Federal Law of the Russian Federation “On Personal Data” dated July 27, 2006, No. 152-FZ. If the CUSTOMER is held liable by paying penalties charged by governmental bodies for any breach of Federal Law of the Russian Federation “On Personal Data” dated July 27, 2006, No. 152-FZ in connection with the absence of the consent of the subject for the processing of his/her personal data, as set out in cl. 14.13 hereof, or if the CUSTOMER incurs any expenses in the form of sums spent for the indemnification of moral and/or property damages to be indemnified to the subject of personal data for a breach of Federal Law of the Russian Federation “On Personal Data” dated July 27, 2006, No. 152-FZ, in connection with the absence of the consent of such subject for the processing of his/her personal data, as provided by cl. 14.13 hereof, then the CONTRACTOR shall indemnify the CUSTOMER against amounts of such penalties and/or expenses on the grounds of an effective decision (resolution) passed by the authorized governmental body and/or court award on the indemnification of moral and/or property damages caused to the subject of personal data.
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