Construction contract between the Customer and the Contractor
CONSTRUCTION CONTRACT NO.__________
city of Almaty "___" _______ 2024 the year
Limited Liability Partnership "............", hereinafter referred to as the "Customer", represented by the General Director ...........…... acting on the basis of the Charter, on the one hand, and the Limited Liability Partnership Certa kz, hereinafter referred to as the "Contractor", represented by Director Oleg Fedorovich Danilchenko, acting on the basis of the Charter, on the other hand, collectively referred to as the "Parties", and separately as indicated above or the "Party", have concluded this Agreement (hereinafter referred to as the "Agreement") on the following:
TERMS AND DEFINITIONS
Unless otherwise provided by this Agreement, the terms and definitions indicated in the text of the Agreement with a capital letter have the following interpretation:
Contract
this Agreement defines the mutual rights, duties and responsibilities of the Parties, as well as the documents that are an integral part of it (appendices, additional agreements, estimates, acts, etc.);
Works
a set of works on the supply, installation and commissioning of a structured cabling system (SCS), automatic fire alarm system (APS), video surveillance (VN) performed by the Contractor at the Facility, the list of which is set out in the Estimate (Appendix No. 1 to this Agreement);
Additional work
works not provided for by this Agreement and its annexes, the performance or necessity of which is closely related to the main Work under this Agreement.;
Hidden works
works concealed by subsequent works and structures, the quality and accuracy of which cannot be determined after subsequent Work and/or installation of structures and equipment;
An object
administrative building at the address: Republic of Kazakhstan, ....................................................
Certificates of completed works
acts confirming the Contractor's performance of Work (intermediate stage of Work), drawn up by the Contractor in forms 2-B and 3-CS, in two copies on paper, confirming the volume of Work performed, their quality and compliance with the Design Estimates (POI), sealed by the Parties;
Acceptance
the procedure for accepting the entire amount of Work performed by the Contractor under the Contract, formalized by signing the relevant Act;
Certificates of inspection of hidden works
acceptance certificates of works performed by the Contractor, concealed by subsequent construction works and structures, the quality and accuracy of which cannot be determined after the subsequent construction work;
Responsible person of the Contractor
the Contractor's representative at the Facility, appointed by the latter to be responsible for the performance of Work under the Contract, including for the elimination of identified deficiencies and defects. The responsible person of the Customer is the Customer's representative responsible for monitoring the performance of Work under the Contract, for drawing up and signing Defective Acts necessary for the production of Work, and for providing the Contractor with PSAs;
The applicant
a natural or legal person who has discovered a defect/flaw in the Work, who has contacted the Customer, or third parties who subsequently notified the Customer with a request to eliminate the defect/flaw, and whose interests have suffered or may suffer as a result of the defect/flaw.;
Warranty case
the occurrence of defects and/or deficiencies in the Contractor's Work that occurred during the Warranty Period. If a Warranty Event is identified, the Warranty Period is extended in direct proportion to the period of time spent from the moment the Warranty Event occurred until the Contractor eliminated the Warranty Event.;
Defective act
an act confirming the presence of malfunctions (flaws), Defects and/or deficiencies in the Work performed by the Contractor under this Agreement (Warranty Case) caused by violations of the rules, regulations and technical specifications, as well as the terms of this Agreement. The mandatory conditions for the maintenance of a Defective Act include: the date of occurrence / detection of the Warranty Case, the period of elimination of the Warranty Case.;
Technical supervision (hereinafter referred to as Technical Supervision)
the person (or persons) authorized by the Customer to monitor and control the construction work at the Facility at a frequency specified by the project requirements and the level of complexity of the facility, who has the appropriate permits and certificates. The duties and functions of the Technical Supervision include: ensuring the execution of the project without exceeding the estimated cost of construction; ensuring the use of building materials specified in the construction project; ensuring the completion of the construction project within a specified time and volume; ensuring high quality construction; monitoring of compliance of the performed works with the project, SNIPS;
Notification
all notices, notices, communications and other documents sent to each other by the Parties in connection with their performance of this Agreement will be considered duly delivered if they are sent directly to the addresses specified in the details of this Agreement, as follows: to an e-mail address, via SMS and/or through the use of the Internetresources (information (in text, graphic, audio-visual or other form).
1. SUBJECT OF THE AGREEMENT
1.1. Under the terms of the Contract, the Contractor undertakes to perform the Works listed in Appendix No. 1 to this Agreement, which is an integral part of it, at the Facility, and the Customer undertakes to accept the results of the Work properly performed by the Contractor and pay for their performance.
1.2. Terms of Work: the beginning of Work is the working day following the day of receipt of the advance payment in accordance with clause 3.3.1 of this Agreement, the completion of Work is upon "___" ________ 20___ at the same time, the installation of the equipment must be completed on time no later than "___" ________ 20___ G. Within the time limits stipulated by this paragraph for the performance of Work by the Parties, the Contractor must provide, within 3 working days from the date of signing this agreement, a Schedule of Work (Annex 3 to the Agreement) for each stage of Work, which is an integral part of this Agreement.
1.3. The works are performed by the Contractor's dependents using his materials and equipment. In order to properly and timely perform the Work, the Customer has the right to provide the equipment belonging to him to the Contractor for temporary use. The transfer of such equipment is carried out according to the act of acceptance and transfer, drawn up in the form of Appendix No. 2 to the Contract.
2. ASSURANCES AND GUARANTEES
2.1. The Contractor is responsible for the quality of the Work performed in accordance with Section 6 of this Agreement, as well as their compliance with the requirements of the legislation of the Republic of Kazakhstan. In any case, the quality of the Work must meet the requirements that are not lower than those that are usually imposed on this type of Work.
2.2. The Contractor guarantees the Customer the availability of qualified specialists to fulfill the obligations under the Contract, as well as the necessary permits, certificates and licenses for the activities carried out by the Contractor under the Contract.
3. COST OF WORK AND PAYMENT PROCEDURE
3.1. The total cost of the Work is _____________ (............) tenge 97 tiyn with VAT and includes all expenses related to the performance of Work, payment of various fees, taxes, duties, purchase of construction equipment (equipment), materials, hand tools necessary to perform the Work, protective material, protective clothing, shoes, transportation costs, including transportation costs, both on and off site, the cost of instruction, and other payments paid by the Contractor in connection with the execution of The total cost of the Work is _____________ (............) tenge 97 tiyn with VAT and includes all expenses related to the performance of Work, payment of various fees, taxes, duties, purchase of construction equipment (equipment), materials, hand tools necessary to perform the Work, protective material, protective clothing, shoes, transportation costs, including transportation costs, both on and off site, the cost of instruction, and other payments paid by the Contractor in connection with the execution of the Contract, and according to the legislation of the Republic of Kazakhstan.
3.2. The cost of Work under the Contract cannot be changed due to changes in the expenses specified in clause 3.1 of the Contract, including due to circumstances beyond the control of the Parties (business risk – loss), as well as as a result of any economic crisis, inflation and/or devaluation, changes in the exchange rate and other economic factors, except as by agreement of the Parties.
3.3. The Customer pays for the Work in the following order:
3.3.1. Advance (first) payment in the amount of ......... (.......) tenge with VAT is paid within 10 (Ten) business days from the date of signing this Agreement and receipt of the corresponding invoice for payment.;
3.3.2. The second payment in the amount of ....... (.........) tenge with VAT is paid on the basis of the relevant invoice for payment thirty calendar days after the advance payment is made in accordance with clause 3.3.13.3.2. The second payment in the amount of ....... (.........) tenge with VAT is paid on the basis of the relevant invoice for payment thirty calendar days after the advance payment is made in accordance with clause 3.3.1 of this Agreement, provided that the Contractor properly fulfills its obligations, which must be fulfilled by at this moment, as well as in the absence of suspicion of violation of the deadline for completion of work;
3.3.3. All subsequent payments are made within 10 (Ten) calendar days on the basis of signed monthly interim certificates of completed works and signed executive documentation. The final calculation is based on the following documentation signed by the parties: the act of commissioning, the act of commissioning systems and equipment, executive documentation, operating instructions and the signing of the final Act of completed work;
3.4. Payment under this Agreement is made by transferring funds to the Contractor's bank account using the details specified in this Agreement, based on the original invoice for payment.
3.5. The total cost (price) of the Work under the Contract is fixed and cannot be changed upward, except by agreement of the Parties. The Contractor guarantees that the prices specified in Appendix No. 1 of the Contract will not be exceeded under any circumstances during the entire duration of the Contract, except by agreement of the Parties.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The contractor has the right to:
4.1.1. Under the terms of the Contract, to require payments for the Work performed;
4.1.2. To carry out the Work ahead of schedule, with the written consent of the Customer.;
4.1.3. In case of production necessity, in agreement with the Customer, stay on the territory of the Facility after the deadline for the completion of Work.;
4.1.4. Exercise other rights stipulated by the current legislation of the Republic of Kazakhstan.
4.2. The Contractor undertakes to:
4.2.1. Perform the Work in the amount and within the time limits stipulated by the Contract;
4.2.2. Perform the Work in accordance with the requirements of state (interstate) standards, documentation provided by the Customer defining the scope and content of the Work, and other requirements for the Work, as well as other instructions from the Customer, using unused materials, providing the necessary documents for these materials, in accordance with Appendix No. 1 to the Contract, and quality certificates;
4.2.3. Do not allow any deviations from the terms of the Agreement, which may worsen the quality of Work or increase the time required by the Agreement.;
4.2.4. To coordinate with the Customer the possibility of early completion and delivery of Work;
4.2.5. To provide the Customer, upon request, with full information on the progress of Work under the Contract within 2 (two) business days from the date of receipt of the relevant notification by the Customer.;
4.2.6. Bear full responsibility and control over the means, methods, techniques, sequence and quality of Work;
4.2.7. To provide the Customer and third parties involved by him with the opportunity to monitor and supervise the progress and quality of Work performed under the Contract, including compliance with the Customer's requirements, the requirements of the Contract and Appendices, SNIPS and state standards;
4.2.8. No later than 1 (one) calendar day from the date of signing the Contract, notify the Customer in writing of the appointment of the Contractor's Responsible Person for the proper performance of the Work, indicating his contact information, including e-mail address;
4.2.9. No later than 5 (five) business days from the date of signing the Agreement, provide a power of attorney with the authority of the Contractor's Responsible Person to sign acts of completed works, defective acts and other documents performed under this Agreement, as well as with other powers listed in this Agreement. In case of failure to provide a power of attorney, the powers of the Contractor's representative by virtue of paragraph 1 of Article 163 of the Civil Code of the Republic of Kazakhstan will be considered evident from the situation.;
4.2.10. Hire employees who meet the qualification requirements established for this category of employees to key positions.;
4.2.11. In the case of motivated demands by the Customer to the Contractor for the removal from Work at the Facility of a person who is an employee of the Contractor or another person engaged by the Contractor to perform Work, the Contractor is obliged to remove this person from Work within 1 hour, after which this person should have no connection with the performance of Work under the Contract;
4.2.12. Independently fulfill obligations to their employees stipulated by the labor legislation of the Republic of Kazakhstan, including payment of wages, as well as protect the Customer from any kind of dissatisfaction, demands, statements, rallies, actions, on the part of the Contractor's employees and third parties related to the Contractor;
4.2.13. Obtain from authorized bodies and independently, at their own expense, pay for all services for the provision of necessary permits, permits, approvals and licenses related to the performance of Work at the Facility, including:
- for all types of Work performed that require a license or other permits from authorized bodies;
- when performing customs formalities upon receipt of equipment, materials, construction equipment, and other goods necessary for the performance of Work under the Contract;
4.2.14. To coordinate with the Customer the order of Work on the Object and to ensure its observance on the construction site;
4.2.15. Bear full responsibility to the Customer for the fulfillment or improper fulfillment of obligations under the Agreement by third parties hired/engaged by the Contractor to perform Work under the Agreement;
4.2.16. Independently insure the Contractor's personnel performing Work at the Facility, as well as equipment, products and structures, and other property used in the production of Work at the Facility;
4.2.17. In order to ensure the safe performance of Work under the Contract, be fully responsible for the safety of work at the Facility, independently equip workplaces to perform Work in accordance with the requirements of state (interstate) regulatory documents, having agreed such actions with the Customer in advance.;
4.2.18. Keep the territory of the construction site of the Facility clean; clean and clean your workplace and approach points (stairs, corridors, passageways, etc.) daily before and after Work; be sure to sort the garbage as directed by the Customer; remove it from the construction site daily, independently, as well as at the request of the Customer Transfer all unnecessary building materials and all construction debris to specially designated and agreed places with the Customer;
4.2.19. To use the PSA received from the Customer only for the purposes stipulated in the Agreement, not to transfer the PSA to third parties and not to disclose the data contained therein without the prior written permission of the Customer.;
4.2.20. Properly, in accordance with the requirements established by state (interstate) regulatory documents, maintain and execute all necessary technical and executive documentation (including a Work Log, Acts of hidden work, etc.);
4.2.21. Notify the Customer immediately, no later than 2 (Two) calendar days, if any:
• There is no need to carry out /carry out / perform additional work, which may lead to a violation of the deadline for the completion of Work and, accordingly, an increase in the price of the Contract;
• possible adverse consequences for the Customer of following his instructions on how to perform the Work;
• other circumstances beyond the Contractor's control that endanger the quality and durability of the results of the Work performed under the Contract, or make it impossible to complete it on time, or to reject the Contract price;
4.2.22. Notify the Customer before the start of acceptance about the readiness of critical structures and hidden Works. The Contractor begins to perform subsequent Work only after the Customer accepts the hidden Work and draws up certificates of inspection of these Works. If the hidden works performed by the Contractor are closed by other contractors of the Customer without his knowledge before the acceptance of the hidden works by the Customer and the signing of the Acceptance Certificate of the hidden works, the opening and restoration of such works for the purposes of their acceptance is carried out at the expense of the Party that performed the work to close the results of the Contractor's hidden works. The Contractor is responsible for ensuring such opening and restoration to the Customer.
The Contractor undertakes to take measures within five days to eliminate the deficiencies indicated by the Customer during the acceptance of critical structures and hidden Works.;
4.2.23. To carry out an inspection of hidden works with the performance, if necessary, of measurements and tests provided for in regulatory documents, Appendix No. 1 to the Contract, and to draw up an Act of inspection of hidden works based on the results of the survey.;
4.2.24. Ensure the integrity of the Work performed and all materials, equipment, resources and other items related to the Work during the Contractor's working hours (during the Contractor's physical presence at the Facility).
4.2.25. To ensure the protection of works specified in the project that are not provided for by the Contract, as well as protection at the Facility from any type of damage or other causes, for the duration of the Contractor's Work until Acceptance. In case of damage to the Customer or to third parties, the Contractor undertakes to compensate the losses in full in accordance with the written request of the Customer. If the Customer discovers theft of property committed by the Contractor's employees or by third parties involved in the Contractor's Work, the Customer additionally has the right to require the Contractor to pay a fine in the amount and in accordance with the procedure established by this Agreement.;
4.2.26. During the period of Work at the Facility, ensure the rational use of the territory of the construction site, install temporary lighting, fencing and other works, and do not misuse driveways, passageways;
4.2.27. To ensure the cleaning of the places where the Work was carried out, in accordance with clause 3.2.23. of this Agreement;
4.2.28. Notify the Customer no later than 3 (three) calendar days about the change of the legal (actual) address, phone numbers, bank details and other data essential for conducting settlements and correspondence, as well as about the change of the first head and / or the state re-registration. All actions performed using the old banking details and addresses, in case of late notification, will be considered executed properly. The requirement of this clause applies, among other things, to the period of the warranty period of operation of the Work performed under the Contract.;
4.2.29. On its own and at its own expense, ensure the safety and be responsible for the destruction, damage, theft and overspending of materials, structures, equipment, other property belonging to the Contractor and/ or transferred to the latter by the Customer, as well as the results of the Work, until the Customer accepts the specified Work;
4.2.30. Upon completion of the Work, remove the Contractor's construction machinery and equipment, vehicles, machinery, tools, appliances, inventory, building materials, products and structures, temporary buildings and structures and other property, as well as construction debris, and clean up the area where the work was carried out. Works;
4.2.31. To ensure the supply to the construction site of the necessary machinery, material and labor resources, equipment;
4.2.32. Be responsible for the improper performance of Work caused by defects in materials, unless he proves that the defects could not have been detected by him during the proper acceptance of these materials.;
4.2.33. To ensure the storage and storage of equipment and construction materials arriving at the construction site according to the rules established by the relevant standards, specifications, in accordance with the regulatory acts of the Republic of Kazakhstan and in places established by the Customer.;
4.2.34. Promptly eliminate deficiencies, defects in Works, equipment, materials identified during Acceptance, as well as eliminate Warranty Cases during the Warranty Period stipulated by the Contract. No later than 24 (Twenty-four) hours or within the time period specified in the relevant Notification, from the moment the Notification is sent, send the Contractor's Responsible Person to the place of detection of the Warranty Case to fix the defect, malfunction and further draw up the Defective Act;
4.2.35. In the course of Work, the Contractor is obliged to draw up the executive documentation in accordance with the applicable regulatory requirements in the field of construction of the Republic of Kazakhstan. Simultaneously with the Acts of Work performed, the Contractor undertakes to provide the Customer with a complete set of executive documentation specified in clause 3.2.44. of the Contract.;
4.2.36. During the construction process, draw up executive documentation reflecting the actual execution of design decisions and the actual position of structures and their elements at all stages of production as certain stages of work are completed.
The executive documentation includes:
- certificates of manufacturing plants (copies of them, extracts from them, certified by the person responsible for the construction of the Facility) for building materials;
- technical passports of manufacturing plants (procurement workshops) or copies thereof for equipment, assemblies, connecting parts, insulating coatings, insulating flanges, fittings with a diameter of over 100 mm, as well as other documents certifying the quality of equipment (products);
- manufacturer's instructions for equipment operation;
- construction passports;
- acceptance certificates for hidden and special works;
- technical certificate for imported materials and technologies used in construction;
- general work log and special work logs filled in during the entire period of construction and installation work;
- certificates of inspection of hidden works;
- other documents reflecting the actual execution of design decisions;
4.2.37. To transfer to the Customer the Executive Documentation, executed in accordance with the established procedure, in 3 (three) copies on paper, as well as in 1 (one) copy in the electronic version in DWG format. Until the executive documentation is provided to the Customer, the Work will not be considered completed and ready for Acceptance.;
4.2.38. When using scaffolding by the Contractor, both its own and provided by the Customer, bear full responsibility for their safety, installation, dismantling and use during Work, in accordance with all building regulations and rules for working with scaffolding, including for the purpose of observing safety regulations during Work. The Contractor is fully responsible (including to its own personnel, the Customer's personnel and third parties) in case of accidents related to non-compliance with this clause.;
4.2.39. In case of detection of violations and non-compliance by the Contractor with the standards and rules, eliminate any comments of the Customer within 2 (two) calendar days from the date of the Customer's submission of the relevant requirement.;
4.2.40. To ensure the presence of the first supervisor or his deputy, duly authorized to represent the interests of the Contractor with the right to make any decisions necessary for the fulfillment of the Contractor's obligations under the Contract, when the Customer monitors the quality of Work performed and performed by the Contractor and the fulfillment by the Contractor of its obligations under the Contract ("Quality Day"), as well as on weekly meetings on Industrial relations;
4.2.41. On their own and at their own expense, during the performance of Work at the Facility, to ensure measures to identify and suppress the facts of the Contractor's employees in a state of alcoholic, narcotic and (or) substance abuse intoxication and be responsible in case of detection of these facts by the Customer;
4.2.42. Perform Work at your own risk by your own efforts and means and ensure the design capacity in accordance with the terms of the Contract, the Customer's assignment and the project documentation, including possible work not specifically mentioned in it, but necessary for the full performance of Work at the Facility and subsequent normal operation;
4.2.43. Perform additional work only after their approval and approval by the Customer, as well as after signing an additional agreement specifying the terms of payment for these types of work. Otherwise, the work performed will be considered performed by the Contractor at his own expense (free of charge);
4.2.44. To compensate the damage in full:
- in case of damage by the Contractor to the property of the Customer and third parties;
- due to poorly performed work.
4.2.45. At the request of the Customer, reduce the prices for the work performed by him under the Contract by the amount of the penalty charged;
4.2.46. No later than the tenth day of each month, submit to the accounting department of the Customer the completed reconciliation report as of the current date with the seal and signature of the authorized person of the Contractor;
4.2.47. Provide the Customer, free of charge, with a sample of the installed equipment and/or materials for approval and other consideration for their compliance with the Customer's technical requirements.;
4.2.48. in the case of Work performed using proprietary materials, comply with the norms of inventory values at the Facility, approved by the Customer.
4.2.49. without the prior written consent of the Customer, do not disclose any information about the progress and content of the Work and / or any circumstances occurring on the site of the Facility or in connection with the construction of the Facility, including, but not limited to, production secrets (know-how), emergencies, design/executive documentation, location security posts, regardless of the method of disclosure.
4.2.50. do not use digital and recording devices at the Facility without the prior written consent of the Customer; do not make audio recordings, photo and video recordings of people, vehicles, machinery, equipment, the Facility, parts of the Facility, production meetings and any other events taking place on the territory of the construction site of the Facility.
4.2.51. If the Customer provides the material, use it sparingly and prudently, without exceeding the established standards (SNiR-91, SNiP 4.02-91, 4.05-91 RK), the consumption of materials provided for by building codes and regulations. After completion of the Work, provide the Customer with a report on the use of materials, as well as return the remainder, or, with the Customer's consent, reduce the cost of the Work, taking into account the cost of the unused material remaining with the Contractor.
4.2.52. In the event of a delay in the schedule of work under this Agreement, within 7 (seven) calendar days from the date of receipt of the written notification from the Customer, increase the workforce by the number of employees specified in the notification.
4.2.53. Provide the following documents to the Customer within three working days from the date of signing this Agreement:
- a copy of the charter (if the Contractor is a legal entity);
- the decision of the sole participant/minutes of the general meeting of participants (shareholders) on the appointment of the first head (Chairman of the Management Board) (if the Contractor is a legal entity);
- power of attorney (if the authority to sign this Agreement is stipulated by a power of attorney);
- a copy of the identity card of the first head (Chairman of the Management Board) and the attorney (if the contract is signed by the attorney);
- a copy of the charter (if the Contractor is a legal entity);
- the decision of the sole participant/minutes of the general meeting of participants (shareholders) on the appointment of the first head (Chairman of the Management Board) (if the Contractor is a legal entity);
- power of attorney (if the authority to sign this Agreement is stipulated by a power of attorney);
- a copy of the identity card of the first head (Chairman of the Management Board) and the attorney (if the contract is signed by the attorney);
- a copy of the certificate of registration for value added tax (if the Contractor is registered for VAT);
- certificate of availability of a bank account;
- certificate of registration (re-registration) of a legal entity (if the Contractor is a legal entity);
- certificate from the bank(s) in which the Contractor is serviced on the absence of overdue debts for all types of obligations of the Contractor lasting more than three months preceding the date of issue of the certificate;
- a certificate of absence (presence) of tax arrears, arrears on mandatory pension contributions and social contributions from the tax authority, in the prescribed form, certified by the signature of the head.
4.2.54. Within three working days from the date of receipt of the relevant request from the Customer, unless another deadline is set by the Customer, provide him with a complete list of executive documentation, including: ASOR, AVR, F2, KS3, GPR, GPM, executive diagrams, drawings and other documents requested by the Customer. A request for documents may be sent by the Customer in the manner specified in clause 12.4 of this Agreement.
4.2.55. Upon completion of the Work, no later than the deadline provided for in paragraph 1.2 of this Agreement, to conduct for the Customer's staff (or other persons specified by him) instruction on the procedure and conditions for using the result of the Work, as well as safety instructions.
4.3. The Customer has the right:
4.3.1. To require the Work to be performed efficiently, in full and within the time limits specified in the Contract;
4.3.2. To require the Contractor to fulfill the obligations stipulated in the Contract;
4.3.3. To suspend the Work performed by the Contractor by issuing and handing over to the latter an appropriate order to suspend work, in the event of a violation by the Contractor (Contractor's employees) at the Facility of the rules of safety and labor protection established by the relevant act of the Customer or an authorized state body in the field of labor protection, capable of causing or entailing occupational injury in the form of injury to health related to with sustained (over six months) or permanent disability, disability, or death of the Contractor's employee(s), The Customer or other third parties.
4.3.4. Monitor and verify the Contractor's compliance with its obligations under the Agreement, request and receive all necessary information and documents.
4.3.5. If the Contractor's employees violate the requirements of this Agreement, the Customer has the right to prevent late workers from entering the construction site.
4.4. The Customer is obliged to:
4.4.1. Notify the Contractor in writing of the appointment of the Responsible Person of the Customer no later than 1 (one) calendar day from the date of conclusion of the Contract.;
4.4.2. Provide the Contractor with information defining the scope and content of the Work;
4.4.3. Notify the Contractor of the appointment of a technical supervision representative authorized to check the volume and quality of Work performed;
4.4.4. If, in the process of monitoring and supervising the performance of Work, the Contractor finds deviations from the terms of the Contract, the instructions of the Customer and / or the technical supervision of the Customer, which pose a threat to the deterioration of the quality of Work, or violations of the interim deadlines for the performance of Work established by the Contract, notify the Contractor;
4.4.5. To review the Acts of completed Works provided by the Contractor within the time limits specified in clause 5.1 of this Agreement. If the Acts are not reviewed within the specified period, the Contractor has the right to suspend Work until receiving feedback on the submitted Acts.
4.4.6. Provide materials in a timely manner (in accordance with the Request from the Contractor) in accordance with Appendix No. 1 to this Agreement. At the same time, the Parties agreed that a delay in the provision of materials by the Customer would be the basis for a commensurate increase in the Contractor's deadline for fulfilling its obligations under the Contract for work related to this equipment/material.
4.4.7. To make timely and full payment for the Work performed in accordance with the procedure established by the Contract, provided:
- the absence of any comments on the quality and timing of the Work;
- timely provision of Certificates of completed works within the time limits set by the Contract.
4.4.8. If Security is established at the facility by the Customer, ensure the protection of works specified in the project that are not provided for in the Contract, as well as protection at the Facility from any types of damage or other causes, for the duration of the Work performed by the Customer until Acceptance. In case of damage to the works and or equipment installed by the Customer, or to third parties, the Customer undertakes to compensate the losses in full in accordance with the written request of the Contractor. If the Contractor discovers theft of property committed by the Customer's employees or by third parties involved in the Customer's Work, the Contractor additionally has the right to demand payment of a fine from the Contractor, in the amount and in the manner specified by this Agreement.;
4.4.9. If, due to the fault of the Customer, the construction readiness is not ensured and there is a delay in the schedule of work under this Agreement, within 7 (seven) calendar days from the date of receipt of the written notification from the Contractor, the Customer shall proportionately increase the period of work and pay the Contractor penalties for downtime and take all measures to increase labor resources to ensure construction readiness.
5. ACCEPTANCE OF WORKS
5.1. Upon completion of the Work stages agreed upon by the Parties, the Contractor submits interim Certificates of completed Work to the Customer. The customer is obliged to review interim reports within 5 (five) business days, calculated from the date of receipt of the Reports of Completed works, and the final report of completed works – within 10 (Ten) business days.
5.2. If the Customer justifiably refuses to accept any stage or the entire result of the Work due to defects and deficiencies found in the Work performed and/or concealed during subsequent work, the Parties shall draw up a Defect Report within two (2) calendar days, indicating the time frame for eliminating defects and deficiencies.
5.3. The Contractor is obliged to eliminate the defects and deficiencies specified in the Defective Act on its own and at its own expense, using its products and building materials that comply with state standards and PSAs. In this case, the Contractor is responsible for violating the general deadline for the completion of Work due to the elimination of defects and deficiencies, on the terms stipulated in the Contract.
5.4. In case of detection of defects and deficiencies confirmed by a Defective Act, which cannot be eliminated by the Contractor, the Customer and third parties at the time of signing the act of completed work, the Customer has the right to refuse to sign the Act of completed work until the said deficiencies are completely eliminated.
5.5. In case the Contractor refuses to sign the Defective Act, the Customer draws up an Act of Refusal to sign, which he signs unilaterally.
5.6. If the Contractor does not eliminate the comments recorded in the Defective Act on time and in full, the Customer has the right to eliminate the defects and deficiencies by his own efforts and means or by involving third parties, with all costs incurred to eliminate such defects and deficiencies at the Contractor's expense. In addition, the Contractor reimburses the Customer for the cost of materials used in the production of Works in which defects and deficiencies are allowed.
5.7. In the event of a dispute over the quality of the Work, the costs of conducting an independent expert examination of this quality and the responsibility for violating the total duration of the work are borne by the guilty Party, whose guilt is proved by the examination.
5.8. The signing of interim Certificates of completed works for Works in which defects and deficiencies have been identified is carried out within 3 (three) calendar days from the date of elimination of all defects and deficiencies. Payment for such Works is carried out by the Customer in the following month, after signing the Act of completed works.
5.9. The final acceptance, including the Work performed ahead of schedule, is carried out by the Customer after the completion of the entire scope of Work under the Contract, confirmed by the signed Acts of Completed Work, within 10 (ten) working days, calculated from the date of receipt of the Acts.
5.10. In cases where the Works were performed as subcontractors under the main contract, where the Customer is the general contractor, the Customer has the unconditional right to refuse the Contractor acceptance of the Works if they were not accepted by the customer under the main contract, or were accepted by him indicating the deficiencies that need to be eliminated. The Customer is obliged to accept all works after the Contractor has eliminated all the deficiencies specified in the Defective Act.
5.11. The Contractor bears the risk of loss or damage to the results of certain types of Work that occurred due to his fault, due to the shortcomings in the production process that could not be identified by the Customer in the usual way of its acceptance.
6. WORK QUALITY ASSURANCE
6.1. The warranty period for the Work performed is calculated from the moment the Customer accepts the total amount of Work performed by the Contractor and is 12 (twelve) months for equipment and materials and twenty-four months for installation work.
8.8. In cases of appointment of an expert examination, the Contractor shall bear the costs of its payment. In cases where the examination has established the absence of deficiencies or a causal relationship between the deficiencies and the Contractor's actions, the cost of the examination is reimbursed to the latter by the Customer. If the examination is appointed by mutual agreement of the Parties, the costs of its conduct are divided equally between them.
8.9. In case of violation by the Customer of the payment terms established by this Agreement for more than 30 (thirty) business days, the Contractor has the right to demand from the Customer the payment of a penalty in the amount of 0.01% of the late amount paid, but not more than 10% (ten percent) of the amount owed under this Agreement.
8.10. If as a result of actions (inaction) If there is a fire at the Customer's Facility, the Contractor compensates the Customer for the losses caused by the fire. At the same time, the Parties agreed that the causes of the fire can be established on the basis of a conclusion by the fire inspectorate, and damages can be recovered only on the basis of such a conclusion.
8.11. Payment of the penalty does not release the guilty Party from fulfilling the obligations assumed under this Agreement.
8.12. If, as a result of the Contractor's failure to fulfill or improper fulfillment of its obligations under this Agreement, any sanctions/ fines, claims for damages from authorized government agencies, legal entities and individuals are applied to the Customer, the Contractor undertakes to reimburse the Customer for these fines and losses (damage) within 30 (thirty) calendar days from the date of the Customer's submission of the relevant claim, the Customer is entitled to withhold such amounts from the amounts payable to the Contractor.
8.13. The Contractor agrees that in case of delay in the submission by the Contractor of the Acts of Completed Works within the period specified in clause 3.2.4 of the Contract, including, but not limited to, accounting documents, invoices, invoices and other documents subject to mandatory submission, the Customer has the right to recover from the Contractor a penalty in the amount of 0.1% (zero point one tenth) percent of the cost of Work performed during the reporting period for each calendar day of delay.
8.14. If the material used by the Contractor in the course of Work is found to be inconsistent with the Customer's requirements, design estimates, SNiP, state (interstate) standards (GOST), technical specifications, quality, quantity, completeness and/or assortment after acceptance of the Work performed and/or during the use of materials supplied by the Contractor, the Customer has the right to return, at the Contractor's expense, all material that does not comply with the terms of the Contract, and the Contractor is obliged to reimburse the Customer for the cost of this material, taking into account all taxes, payments, of this material or require replacement of the material with a material conforming to the requirements of this paragraph within 2 (two) calendar days from the date of the Customer's submission of the relevant requirement. Also, if the replacement of nonconforming material and/or equipment increases the time required to perform work under the Contract, the Customer has the right to require the Contractor to pay a penalty in the amount of 1% of the cost of the nonconforming material, for each calendar day of delay in reimbursement of the nonconforming material, but not more than 50% of the cost of the nonconforming material, or to require the Contractor to pay a penalty, in the amount of 1% of the cost of the non-replaced material, for each calendar day of delay in replacing the material that does not comply with this paragraph.
8.15. Direct damage and penalty shall be paid by the Contractor within 10 (ten) calendar days from the date of notification from the Customer of the payment of the penalty. The Contractor agrees that, at the discretion of the Customer, the amount of direct damages and penalties may be deducted by the Customer from the amounts payable to the Contractor for the Work performed under this Agreement.
8.16. The Contractor is not entitled, without the prior written consent of the Customer, directly or indirectly, to conclude contracts or involve its employees in the performance of work for the main customer for whom work is performed under this Agreement, including during the period of validity of the Agreement, as well as for 3 (Three) years after the expiration of its validity.
9. FORCE MAJEURE CIRCUMSTANCES
9.1. The Parties are not responsible for non-fulfillment or improper fulfillment of obligations under the Agreement, as well as for damage caused as a result of force majeure circumstances (hereinafter referred to as - force majeure) caused by floods, fires, earthquakes, epidemics, military conflicts, military coups, terrorist acts, civil unrest, regulations, orders or other administrative interference by the Government, or any regulations, administrative or other restrictions affecting the fulfillment of obligations by the Parties under the Agreement, or administrative regulations or other government agencies, documents of other organizations that restrict the disposal of money in the payer's bank accounts, or other circumstances, beyond the reasonable control of the Parties. The deadlines for fulfilling obligations under the Contract are proportionately postponed for the duration of these circumstances, if they significantly affect the fulfillment of the entire Contract or that part of it that must be fulfilled after the occurrence of force majeure circumstances.
9.2. Both Parties must notify each other in writing within 3 days of the beginning and expected end date of the circumstances of force majeure that prevent the fulfillment of obligations under the Agreement. The party referring to force majeure circumstances is obliged to provide for their confirmation a document issued by the relevant authorized body of the Republic of Kazakhstan or the National Chamber of Entrepreneurs of Kazakhstan.
9.3. The Customer extends the term of the Work if there are force majeure circumstances or deviations proposed by him require additional time for the Work, as well as if hidden Defects requiring additional labor costs have been identified during the Work. In this case, the Contractor must notify the Customer in writing of the occurrence of the events specified in this paragraph, no later than 3 (three) calendar days from the end of force majeure.
9.4. If natural disasters, military actions or any other force majeure event beyond the control of the Customer or Contractor disrupts the fulfillment of the terms of the Contract, the Contractor shall ensure the conservation of the Facility and stop Work within 1 (one) calendar day after receiving the suspension notification. The Customer pays the Contractor for the entire amount of Work performed before the date of the shutdown of the Facility and for work related to the conservation of the Facility.
9.5. The Contractor is obliged to ensure the protection of completed Works and all materials, equipment, resources and other positions related to Employees from all types of damage, damage, destruction related to climatic precipitation, floods, frosts, fire, theft and other causes. All costs incurred by the Contractor in connection with the above are not subject to additional compensation from the Customer.
9.6. If security is established at the facility by the Customer, the Customer is obliged to ensure the protection of completed Works and all materials, equipment, resources and other positions related to Employees from all types of damage, damage, destruction related to climatic precipitation, floods, frosts, fire, theft and other causes. All costs incurred by the Contractor in connection with the above are subject to additional reimbursement by the Customer.
9.7. The Parties are not responsible for any damage or any damage to the Contractor's Work for reasons caused by force majeure.
10. TERM OF THE AGREEMENT
10.1. This Agreement comes into force from the date of its signing by authorized representatives of the Parties and is valid until the Parties fully fulfill their obligations under this Agreement.
10.2. The Parties may terminate the Agreement unilaterally and out of court if one Party commits a material violation of the terms of the Agreement, which deprives it of the fundamental conditions stipulated in the Agreement. In this case, the Party initiating the termination of the Agreement sends a notification to the other Party indicating the reason for the termination of the Agreement, as well as the effective date of the termination.
10.3. A significant violation of the terms of the Agreement includes the following:
✔ If the Contractor delays the completion of Work for more than 5 (five) business days;
✔ The Contractor suspends the Work, provided that the shutdown has not been agreed upon by the Customer.;
✔ The Contractor does not eliminate the defects and/or deficiencies specified by the Customer within the period specified in accordance with this Agreement.,
✔ The customer, or The contractor goes bankrupt or is liquidated for any reason, except for its reorganization or consolidation.;
✔ The contractor ignores the rules of work, instructions and provisions specified in the project documentation and/or this Contract.;
✔ In the course of Work, the Contractor violates the requirements of the legislation of the Republic of Kazakhstan, state (interstate) standards.;
✔ The Contractor has not provided the documents listed in clause 4.2.55 of the Contract.;
✔ The Customer does not prepare the construction readiness for the Contractor's work within 7 (seven) calendar days;
✔ The customer does not sign interim acts of completed works and final acts of completed works within the time limits set by the contract;
✔ The Customer does not make payments based on the certificates of completed works within the time limits set by the Contract.
10.4. If the Contract is terminated, the Contractor must immediately stop Work and submit an Act of Completed Work on the day of the suspension of Work and an invoice for its payment.
10.5. In case of termination of the Contract, the Customer pays the Contractor the remaining amounts for the work actually performed, minus the advances and costs of the Customer related to this termination of this Agreement, while the Customer does not refund the Guarantee Amount specified in clause 5.1. of this Agreement. If the total amount of the Customer's expenses related to the termination of the Contract exceeds the total amount owed to the Contractor, the difference is the Contractor's debt payable to the Customer.
10.6. The Parties may at any time unilaterally terminate the Agreement out of court due to the inexpediency of its further implementation by sending a corresponding written notification to the Party. The notification indicates the reason for termination of the Contract, specifies the amount of cancelled Work under the Contract, as well as the effective date of termination.
10.7. If the Contract is terminated due to the circumstances specified in clause 10.6. of this Agreement, the Contractor has the right to demand payment only for the actual Work performed under the Agreement, as of the date of termination of the Agreement.
10.8. All materials and equipment located at the Facility, as well as temporary structures and completed construction work, are considered the property of the Customer and are at his disposal until the resolution of financial proceedings related to the termination of the Contract, if the Contract is terminated due to a significant violation of the terms of the Contract by the Parties.
10.9. If the Contract is terminated, the Contractor must immediately stop Work and ensure that the completed Work is transferred to the Customer in accordance with the procedure established by the Customer and agreed upon by the Parties.
10.11. In case of termination of the Contract, the Contractor undertakes to refund the amount of the advance paid by the Customer, minus the cost of the Work and materials accepted by the Customer according to the Certificates of Completed Work and invoices.
11. DISPUTE RESOLUTION PROCEDURE
11.1. All disputes and disagreements are resolved in accordance with the current legislation of the Republic of Kazakhstan, through negotiations and the preparation of appropriate protocols, or by sending written communications indicating a specific violation of contractual obligations. A written notification is sent within 3 (three) calendar days from the date of detection of the relevant violation. The party receiving the letter is obliged to eliminate the relevant violation or provide a reasoned response within 10 (Ten) calendar days from the date of its receipt.
11.2. If it is impossible to resolve disputes in the manner specified in clause 11.1. of this Agreement, they are subject to resolution in the courts of the city of Almaty.
11.3. In everything else that is not provided for by the Agreement, the Parties are guided by the current legislation of the Republic of Kazakhstan.
12. OTHER CONDITIONS
12.1. The Contractor is obliged to provide the Customer with a documentary confirmation of the availability/ validity of the license for the right to perform Work within 1 (one) business day from the moment of signing this Agreement, otherwise the Agreement is considered not to have entered into force.
12.2. By signing this Agreement, the Contractor agrees that the Customer has the right to transfer/assign its rights under the Agreement to third parties, including transferring the debt under the Agreement to a third party, while the date of transfer / assignment of rights and transfer of debt under the Agreement is the date of conclusion of the relevant transaction.
The Contractor has the right to transfer/assign its rights and obligations under the Contract to third parties by notifying the Customer in writing.
12.3. The Contractor agrees to consider the text of this Agreement, as well as the entire amount of information transmitted and/or transmitted to the Customer at the conclusion of this Agreement and during the performance of obligations arising from this Agreement, confidential information. Confidential information means any information disclosed by the Parties at the conclusion of this Agreement and during the performance of obligations arising from this Agreement, in cases where the information is disclosed / transmitted: in writing, electronically or in any other form, after the conclusion of this Agreement, as a result of discussions between the Parties on issues related to this Agreement, the Parties or their authorized representatives, employees (Hereinafter referred to as Confidential Information). The Contractor is not entitled to disclose such information to anyone, except in cases where this is provided for by the current legislation of the Republic of Kazakhstan, or by written agreement of the Customer.
The Contractor undertakes obligations and agrees to the following conditions::
12.3.1. to maintain complete secrecy and confidentiality, as well as not to disclose or allow disclosure, not to transfer or give access to a third party to part or all of the Confidential Information;
12.3.2. to use Confidential Information exclusively within the framework of the assumed obligations specified in this Agreement, and not to use, not to allow use for other obligations;
12.3.3. handle Confidential Information with the same degree of care that the Contractor exercises with respect to his own Confidential Information in order to prevent its unauthorized use, dissemination or publication.;
12.3.4. to maintain confidentiality with respect to this Agreement, the subject matter and obligations of the Parties specified in this Agreement, and negotiations between the Parties that were conducted prior to the conclusion of the Agreement, are currently underway and will be conducted in the future under this Agreement, including the very fact of negotiations;
12.3.5. to disclose all or part of Confidential Information only to those of its representatives and/or employees who need it for the proper performance of the obligations specified in this Agreement, and only on condition that the Contractor's employees have been informed in writing by the Contractor of the confidential nature of the information and that they (representatives and employees) are the subject of obligations arising from this Agreement;
12.3.6. in case of involvement of third parties for the proper fulfillment of the obligations specified in this Agreement, by notifying the Customer of the disclosure of Confidential Information to such third parties, sign confidentiality agreements similar to the terms of this clause of the Agreement, the terms of which cannot contradict the terms of this Agreement, and inform the Customer in writing about the conclusion of such confidentiality agreements between the Contractor and by third parties.
12.3.7. The Contractor is responsible to the Customer for the intentional and unintentional disclosure, as well as unauthorized use of Confidential Information by the Contractor himself, as well as by his representatives and/or employees.
12.3.8. In case of violation by the Contractor of any of the obligations stipulated in clause 13.3. of this Agreement, the Contractor shall reimburse the Customer for the losses incurred by the latter.
12.3.9. The Contractor's obligation to keep Confidential Information is valid for 3 (three) years. years from the date of signing by the Parties to this Agreement.
12.4. The Contractor agrees that notices, notices, communications and other letters sent to him by the Customer by e-mail to the address specified in Section 13 of this Agreement, to the Contractor's Responsible Person or to other Contractor's e-mail addresses known to the Customer, will be considered duly sent. In this case, duplication of such notifications, notices, messages and other letters on paper is not required.
12.5. The content of the text of this Agreement fully corresponds to the actual will of the Parties.
12.6. If any of the provisions of this Agreement is or subsequently becomes invalid, the validity of its remaining provisions will not be lost.
12.7. In everything else that is not provided for by the Agreement, the parties are guided by the legislation of the Republic of Kazakhstan.
13. DETAILS AND SIGNATURES OF THE PARTIES
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