1

Date: 30 June 2024

Third Party Laboratory Testing Services Subcontract

Ref. No. P1020096-OCE-012

Contractor: Modern Building Leaders Co. Subcontractor: Advanced Construction

Technology Services
Address: Amir Sultan Street Address: Jeddah;- Kingdom of Saudi
Al Zahraa District Arabia
Jeddah, KSA
CR: 4030219311 CR: 4030221168
Contact: Mohamed Al Fatta Contact: Ahmad Hamdan
Telephone: +966126553411 Telephone: +966 555813996

Whereas;

A. JEDDAH CENTRAL DEVELOPMENT COMPANY, (the “Employer” or the

“COMPANY”) and Modern Building Leaders Co. (the “Contractor”) have
entered into a contract for the detailed design, construction, commissioning,
and handing over of the JEDDAH CENTRAL OCEANARIUM Project in Jeddah.

B. Contractor is desirous of engaging above named Subcontractor to perform the

services specified below and Subcontractor is desirous of performing these
services as a Subcontractor to Contractor.

C. Subcontractor has examined the provisions of the RFP Documents and has
satisfied themselves as to the nature and location of the work, and the general
and local conditions to be encountered in the performance of the work.

D. The technical and commercial proposal submitted by the Subcontractor was

accepted by the Contractor.
 2

NOW, THEREFORE, it is hereby agreed as follows:

This Subcontract is effective as of 25 April 2024, between Modern Building Leaders

Co. (the “Contractor”), on the one hand, and the above-named Subcontractor, on the
other hand, who hereby agree that all Work specified below as per Purpose of the
Subcontract and shall be performed by the Subcontractor understanding that
Contractor is committed to safety, health and the protection of the environment as
core values reflected in all aspects of its operations. Unless otherwise provided herein
in this SUBCONTRACT and its documents, Parties also agree that the Subcontractor
shall be deemed to be subjected to the same obligations which apply to the
Contractor under the Terms and Conditions of the Main Contract against the
Employer.

Article 1: PURPOSE OF THE SUBCONTRACT

The purpose of this Subcontract is to carry out laboratory testing services for the
JEDDAH CENTRAL OCEANARIUM Project on JEDDAH in strict compliance with the
requirements and procedures stated under this Subcontract and the Main Contract to
assure the project Fit for Purpose, including without limitation supply, installation,
execution, completion, testing, labor, materials, tools, supplies, supervision of all
personnel, technical, professional and administrative services and other required
services for performing all OCEANARIUM Project as necessary for the job.

Article 2: SUBCONTRACT PRICE

The price of this Subcontract is defined in Exhibit “B” Particular Conditions Part I
“Subcontract Data” based on the approved unit rates paid on monthly basis in
consideration of the SUPPLIER's provision of all the Services according to the Contract.

Article 3: SUBCONTRACT DOCUMENTS AND ORDER OF PRECEDENCE

2.1. This Subcontract consists of the following documents, all of which are
incorporated herein by reference as though fully set forth herein:

1) This Subcontract Form of Agreement;

2) Exhibit “A” – Scope of Work & Priced Bill of Quantities;
3) Exhibit “B” Particular Conditions;
Part I “Subcontract Data”
Part II “Special Conditions”
 3

4) Exhibit “C” – General Conditions;

5) Exhibit "D" – Annexures
Annexure D1: Method of Measurement
Annexure D2: Technical Specification
Annexure D3: Payment Certificate Process

2.2. The Subcontract documents shall constitute an integral whole, and all
documents therein shall be considered as an integral part of the Subcontract,
such that all the said documents shall mutually interpret and complement
each other.

If there is any conflict, ambiguity, or discrepancy, the priority of the

documents shall be in accordance with the sequence stated above in this
Clause.

In the event of any inconsistency, ambiguity, or discrepancy between any

documents, the Subcontractor shall promptly give a Notice to the
Contractor’s representative describing the ambiguity or discrepancy. After
receiving such Notice, or if the Contractor’s representative finds an ambiguity
or discrepancy in the documents, the Contractor shall issue the necessary
clarification or instruction.

Article 4: DURATION OF SUBCONTRACT

The Subcontractor hereby undertakes complete the Works described in the
Subcontract Documents until 30 July 2027, and in accordance with the dates set
forth in the Exhibit “B” Special Conditions clause titled “COMMENCEMENT,
PROGRESS AND COMPLETION OF THE WORK”.
Article 5: COMPENSATION
As full consideration for the satisfactory performance by Subcontractor of the
Work and fulfillment of any other obligations under this Subcontract, Contractor shall
pay Subcontractor compensation in accordance with the terms set forth in
Exhibit “A” and the payment provisions of this Subcontract.
 4

Article 6: SUBCONTRACT REGULATIONS

This Subcontract is subjected to the laws and regulations of the Kingdom of Saudi
Arabia in connection with the interpretation and execution of the Subcontract and
settlement of claims arising therefrom and the documentation thereof.

Any disputes or claims arising out of, or in connection with this Subcontract, which
has not been amicably settled, between Contractor and Subcontractor shall be
finally settled by the competent Saudi courts of Jeddah.

This Subcontract embodies the entire agreement between Contractor and

Subcontractor and supersedes all other writings. The Parties shall not be bound
by or be liable for any statement, representation, promise, inducement, or
understanding not set forth herein.

Contractor: Subcontractor:
Modern Building Leaders Advanced Construction Technology
Co. Services

Authorized Authorized
Signature: Signature:

Name: Mohamed Al Fatta Name: Ahmad Hamdan

Title: General Representative Title: General Representative

 5

EXHIBIT "A" – SCOPE OF WORK & PRICED Bill of QUANTITIES

Scope of Work:

XXXXXXXXXXXX

Priced Bill of Quantities (BOQ)

XXXXXXXXXXXXXXXX
 6

3) Exhibit “B” Particular Conditions

Part I “Subcontract Data”

Project The detailed design, construction, commissioning, and handing over of

the JEDDAH CENTRAL OCEANARIUM
Employer/ COMPANY JEDDAH CENTRAL DEVELOPMENT COMPANY
Contractor MODERN BUILDING LEADERS (MBL), (CR: [4030219311], address: Al
Andalus,6604 District, 3051, Jeddah 23322")
Contractor's Authorized person Mr. Mohamed Al Fatta
Contractor’s Representative Eng. Arafat Shartuny
Subcontractor Advanced Construction Technology Services
Subcontractor's Representative Ahmad Hamdan
Subcontract Reference P1020096-OCE-012
Type of Subcontract Re-measurable Contract Price
Subcontract Price XXXXXXXX

Liquidated Damages (% of the 0.1% of the Subcontract Price per day. If the Subcontract Price is not
Subcontract price/day) defined at the time of concluding of the Subcontract, SAR 10,000 per
day
Max Liquidated damages 10% of the Subcontract Price
Commencement Date April 25, 2024
Completion Date July 30, 2027
Governing Laws The Kingdom of Saudi Arabia
Ruling Language (English)
Language of Communication (English)
Method of Measurement as per Annexure D1: Method of Measurement
 7

Exhibit “B” Particular Conditions

Part II “SPECIAL CONDITIONS”

SC-1 DEFINITIONS
In this Subcontract, the following words and expressions shall have the meaning stated below:
1.1. "Applicable Laws" means all laws, legislation, ordinances, statutes, rules,
regulations, resolutions, directives, circulars, by-laws, orders, charters, or decrees in
effect at the time the Work is performed and applicable to the Work or any portion
thereof, including without limitation those of the Kingdom of Saudi Arabia.
1.2. "Back-to-back" means the flow-down of all the duties, obligations, and
responsibilities of the Subcontractor, as per the Mandatory Flow-Down of the Main
Contract Provisions annexed with this Subcontract.
1.3. "Contractor" means the entity set out in the Subcontract Form of Agreement and all
its authorized representatives acting in their professional capacities.
1.4. "Country" means the Kingdom of Saudi Arabia.
1.5. “Claim” means a request or assertion by one Party to the other Party for an
entitlement or relief under any Clause of these Conditions or otherwise in
connection with, or arising out of, the Subcontract or the execution of the
Subcontract Works.
1.6. “day” means a calendar day.
1.7. "Defect" means any defect, imperfection, deficiency, or other fault, in or affecting
the Subcontract Works or any part thereof, including any element therefrom which
the Subcontractor is required to provide under this Subcontract.
1.8. "Defects Notification Period" or “DNP” means the period for notifying defects
and/or damage in the Subcontract Works or a Section or a Part (as the case may be)
and Completion of Outstanding Work and Remedying Defects, this period is
calculated from the Date of Completion of the Works or Section or Part under the
Main Contract.
 8

1.9. “Dispute” means any situation where:

(a) one Party makes a claim against the other Party.
(b) the other Party rejects the claim in whole or in part, and
(c) the first Party does not acquiesce (by giving a NOD [Dissatisfaction with Other
Party’s determination.
1.10. "Employer" means the entity referred to within the Particular Conditions.
1.11. “Project Manager” means the entity identified in the Subcontract Data to act on
behalf of the Employer in accordance with the Main Contract and the person that is
appointed as acting as the authorized representative of such entity to act in that
capacity and such authorized representative's designee(s), or any replacement for
such entity as may be notified by the Contractor to the Subcontractor from time to
time.
1.12. "Exceptional Event" means an event or circumstance which:
(a) is beyond a Party’s control;
(b) the Party could not reasonably have provided against before entering into the
Subcontract;
(c) having arisen, such Party could not reasonably have avoided or overcome;
and
(d) is not substantially attributable to the other Party.
1.13. “Performance Certificate” means the certificate issued by the Employer or the
Project Manager under Clause [Performance Certificate].
1.14. "Fit for Purpose" means that the Work is (i) fit for the intended purpose set out in
this Contractor reasonably inferable from it; and (ii) sufficient to allow the Project as
a whole to achieve commercial OCEANARIUM Project, pass the tests required for
handing over to Employer, and achieve certain agreed availability criteria following
handing over to Employer.
1.15. “General Conditions” or “these Conditions” means these General Conditions as
amended by the Particular Conditions.
1.16. "Indemnified Parties" means the Contractor, each Subcontractor company, and
their respective subsidiaries and affiliates, and the officers, directors, agents,
employees, successors, assigns, and authorized representatives of each of the
foregoing.
 9

1.17. “Interim Payment Certificate” or “IPC” means a Payment Certificate issued by the
Contractor for an interim payment for the Works done by the Subcontractor after
applying any related deductions or back charges.
1.18. " Main Contract " Means the Contract between the Employer and the Main
Contractor (MBL).
1.19. “Notice” means a written communication identified as a Notice and issued in
accordance with the Clause (Communication & Notification).
1.20. “Notice of Dissatisfaction” or “NOD” means the Notice one Party may give to the
other Party if it is dissatisfied with any determination.
1.21. “Payment Certificate” means a payment certificate issued by the Contractor to the
Subcontractor.
1.22. “Party” means the Contractor or the Subcontractor, as the context requires.
1.23. “Parties” means both the Contractor and the Subcontractor.
1.24. “Particular Conditions” means the document entitled Particular Conditions.
1.25. "Project" means the Project as defined within the Particular Conditions for which the
Subcontract Works under this Subcontract is being performed.
1.26. “Programme” means a detailed time programme prepared and submitted by the
Subcontractor to the Contractor, which shall show all essential construction activities
and sequence of operations needed for the orderly performance and completion of
the Subcontract Works under this Subcontract and the Mandatory Flow-Down of the
Main Contract requirements.
1.27. “Section” means a part of the Subcontract Works specified in the Particular
Conditions as a Section (if any).
1.28. “Site” means the places where the Permanent Subcontract Works are to be
executed and to which Plant and Materials are to be delivered, and any other places
specified in the Subcontract as forming part of the Site.
1.29. "Subcontract" or "subcontract" means this agreement, made up of the Subcontract
Documents.
1.30. "Subcontractor" means the entity set out in the Subcontract Form of Agreement, its
authorized representatives, successors, and permitted assigns.
 10

1.31. “Taking-Over Certificate” means a certificate issued by the Employer or the Project
Manager under Clause (Taking-Over of The Works)

1.32. “Time for Completion” means the time for completing the Subcontract Works or a
Section (as the case may be) under Clause [Time for Completion], as stated in the
Particular Conditions, calculated from the Commencement Date.
1.33. “Variation” means any change to the Works, which is instructed as a variation.
1.34. “Subcontract Works" means the Permanent Works and the Temporary Works, or
either of them as appropriate which are to be executed and delivered by the
Subcontractor under this Subcontract and in accordance with the Mandatory Flow-
Down of the Main Contract Provisions.
1.35. “year” means 365 days.

SC-2 COMMENCEMENT, PROGRESS, AND COMPLETION OF THE WORK

2.1 Subcontractor shall carry out the Services against the full provision of the
Work/Services, with the obligation to deliver agreed Services until 30 July,
2027 with due diligence and without delay; furnish sufficient personnel,
equipment, and facilities; and work such hours to assure prosecution/provision
of the Services to completion.

2.2 Subcontractor shall, from time to time, be required to provide to Contractor

for approval an original and subsequently updated Subcontract Schedule
(Programme) showing all activities, the sequence of operations, and the method
of execution needed for the orderly performance and completion of the Work in
accordance with the Subcontract Milestones set forth above. At the
Contractor’s request, Subcontractor shall also provide detailed written
information concerning the necessary arrangements for execution of the Work,
including information regarding any construction equipment or temporary
works which Subcontractor proposes to provide, utilize or construct.
Subcontractor shall adhere to the approved Subcontract Schedule
(Programme), submitting periodic progress reports and/or proposed schedule
(Programme) changes in form and manner directed by Contractor.
 11

SC-3 SUBCONTRACT SCHEDULE (Programme)

3.1 Subcontractor shall, within seven (7) calendar days of the effective date if this
Subcontract, submit to Contractor for its written approval a detailed
Subcontract Schedule(Programme) meeting the dates established in the
Special Condition titled "COMMENCEMENT, PROGRESS AND COMPLETION OF
THE WORK" and shall show all essential construction activities and sequence of
operations needed for the orderly performance and completion of any separable
parts of and all the Work in accordance with this subcontract.

SC-4 PAYMENT TERMS AND CONDITIONS

4.1 Unless otherwise provided herein in this SUBCONTRACT or its documents, Parties
also agree that the Subcontractor shall be deemed to be subject to the same
obligations which apply to the Contractor under the Terms and Conditions of
the Main Contract against the Employer.
4.2 Progress Payment

The certified value for the Services actually provided by the Subcontractor during the
period starting from the twenty-first (21st) day of the previous month and ending on
the twentieth (20th) day of the month in which the invoice is issued (the “Progress
Payment Period”) shall be paid to the Subcontractor by the Contractor in installments
(the “Progress Payment”).

100% of the Subcontract Price shall be paid in accordance with the approved rates
within 28 days following the receipt of the invoice under special forms specifying the
actual work performed and approved by the representative of the Contractor.
 12

SC-5 LIQUIDATED DAMAGES

5.1 If the Subcontractor fails to supply/provide the Services in compliance with this
Subcontract and in a timely manner as instructed by the Contractor, the
Contractor shall notify the Subcontractor to take immediate corrective action(s)
within 3 days, in case of the Subcontractor’s failure to take the corrective
action(s) within the time stated above, the Contractor shall apply a deduction by
the way of liquidated damages with 0.1% of the Subcontract Price per day ( If the
Subcontract Price is not defined at the time of concluding of the Subcontract, SAR
10,000 per day) for each day of the Subcontractor’s delay following the above-
stipulated period. Provided that the total liquidated damages shall not exceed
10% of the Subcontract Price.
5.2 Notwithstanding any limitations stated under this Clause, the Subcontractor shall
indemnify, hold harmless, and compensate the Contractor for any losses and
damages incurred by reason of the Subcontractor’s failure to execute its works in
accordance with this Subcontract, the Main Contract, or the project standards.
This includes without limitation any fines, deductions, or back charges imposed on
the Contractor under the Main Contract as a result of the Subcontractor’s non-
compliance with the Subcontract, Main Contract or the project standards.
 13

EXHIBIT "C" – General Conditions

GC-1 INDEPENDENT CONTRACTOR

1.1 Subcontractor represents that it is fully experienced, properly qualified,

registered, licensed, equipped, organized, and financed to perform the Work
under this Subcontract. Subcontractor shall act as an independent contractor
and not as the agent of Contractor or Employer in performing this subcontract
and shall maintain complete control over its employees and all of its suppliers
and subcontractors of any tier. Subcontractor shall perform the Work in
compliance with the Subcontract, using its own methods.

1.2 Subcontractor shall perform the Work in accordance with the highest industry
standards as required by this Subcontract. Subcontractor has also represented
to Contractor that it is able to perform the Work with the highest regard to the
safety of all persons and the property of third parties.

GC-2 LAWS, REGULATIONS, PERMITS, AND TAXES

2.1 Subcontractor represents that it is familiar with, shall be subject to, and shall
comply with all Applicable Laws in effect at the time the Work under this
subcontract is performed. Subcontractor shall pay any penalties, fines, or
assessments levied by any competent authority resulting from any breach of
this clause by Subcontractor or any lower-tier subcontractor or supplier and
shall indemnify, defend and hold harmless the Indemnified Parties from and
against any Liabilities resulting from such a breach.
2.2 Except as otherwise specified, Subcontractor shall pay all taxes, levies, duties,
and assessments of every nature due in connection with the Work, including
without limitation zakat and social insurance contributions, and shall make any
and all payroll deductions and withholdings required by Applicable Law.
 14

GC-3 CHANGE ORDER

3.1 The Contractor/Employer may instruct Changes, that may include additional
work, omitted work, or varied specifications or material, by issuing a Change
Order, the Contractor on his sole discretion has the right to award any
additional works to the subcontractor or any other firm.

3.2 If the Employer issues a Change for the omission of any or all Works from the
Subcontractor, Contractor may instruct Other Subcontractors to carry out such
omitted Works, and Contractor shall have no liability to the Subcontractor for
any loss of profit or overhead, loss of opportunity or any other Losses
whatsoever or howsoever arising from the omission of such Works.

3.3 The Subcontractor shall notify the Contractor within 3 working days of
receiving any instruction that in the Subcontractor's opinion is deemed a
change. The Subcontractor shall provide his final cost assessment for such
potential change within 7 days following the notice. In the event of the
Subcontractor’s non-compliance with the stipulated time limits, the
Subcontractor will be deemed waived his right to claim any additional costs.

3.4 Such Change Order shall be in a written form issued by Contractor and signed
and stamped by both parties, specifying the date of such change, the effective
date of Change Order, scope of the Change Order, its time impact, and price
impact (if any), and changed/amended, added or omitted conditions (if any).
(a) All Subcontract Documents and subsequently issued Change Notices,
Change Orders and Amendments are essential parts of this Subcontract.
In resolving conflicts or discrepancies between any of the Subcontract
Documents the following order of precedence shall be used:

I. This Subcontract Form of Agreement

II. Exhibit "A" – Scope of Work & Priced Bill of Quantities
III. Exhibit "B" – Particular Conditions
IV. Exhibit "C" - General Conditions
V. Exhibit "D" – Annexures
Annexure D1: Method of Measurement
Annexure D2: Technical Specification
 15

Annexure D3: Payment Certificate Process

GC-4 SAFETY, HEALTH, AND SECURITY

4.1 Subcontractor shall at all times conduct its operations under this subcontract in
a manner to avoid the risk of endangerment to health, bodily harm to persons,
and property damage. Subcontractor's failure to correct an unsafe condition
after notice thereof shall be grounds for an order to suspend the affected
operations until the unsafe condition is corrected. In the event of any damages
occurring as a result of this error, the Subcontractor shall be solely responsible
for compensating others for such damage.

GC-5 WARRANTY
Subcontractor warrants to Contractor and Employer for a period from Work
commencement until the expiration of the Defects Liability Period that:
(1) All services will be of the highest professional standard and will comply
with this subcontract.
(2) All supervisors and employees assigned to perform services under this
subcontract shall be fully qualified in their respective categories and will
perform the assigned services with care and diligence.

GC-6 CLEANING UP
Subcontractor shall, at all times, keep its work areas in a neat, clean, and safe
condition. Upon completion of any portion of the Work, Subcontractor shall
promptly remove from the work area all its equipment, construction plant,
temporary structures, and surplus materials not to be used at or near the same
location during later stages of the Work.

GC-7 CONDITIONS
7.1 The Subcontractor acknowledges that he has seen the site and that he is fully
aware of the working conditions, its technical aspects, and the circumstances
of the work area. As well, he acknowledges that he bears the responsibilities
and obligations of the Contractor towards the owner in all matters relating to
the items within his scope of work, and the Subcontractor is responsible for
any damages caused to him within or outside the boundaries of the work
area of the project. Therefore, he is not entitled to return to the Contractor
for any costs or claims resulting from the lack of knowledge of the
Subcontractor of the circumstances of the site and the aspects/customs of
the work and its technical circumstances.

7.2 The Subcontractor acknowledges that he, himself, or his representatives have
 16

investigated the nature of the work and its circumstances and that he has
obtained all the necessary information that would in any way affect the prices
or the risks of his obligations. Therefore, he is no longer entitled to utilize any
reason, whatsoever, to make the claim of price increases. Furthermore, the
Subcontractor acknowledges that the agreed prices have taken into account all
these circumstances and details and that these prices are not subject to
adjustment, and that the Subcontractor is not entitled to stop working for any
of these reasons.
7.3 The Subcontractor is responsible for all his workers, employees, and
equipment in terms of compliance with regulations and laws, as well as
being responsible for all their rights ensured to them by the labor bureau,
from insurance, valid residences, and other official requirements.
7.4 The Contractor has the right to terminate the works mentioned in this
Agreement, if the owner asks him to do so, without the Subcontractor having
any right other than the work carried out on the site before the suspension of
work.
7.5 The Subcontractor must abide by the rules of security, safety, and
environmental health and must bear any damages resulting from its violation.
7.6 The Subcontractor is obliged to insure all his workers according to the labor
system and in the event of the death of a worker - God forbid - the
Subcontractor is fully responsible for the expenses and compensation for
this work.
7.7 The Subcontractor has no right to request the Ministry of Labor for the
issuance of work visas based on this Agreement.
7.8 The duration of the Agreement may only be exceeded by the approved
consent of both parties.
7.9 In the event that the Subcontractor does not carry out the work in the
required duration or quality, the Contractor has the right to carry out such
work or to assign another contractor to carry out that work, with the
Subcontractor being charged any additional expenses resulting from this, as
a discount from his invoices.
 17

GC-8 ASSIGNMENT AND SUBCONTRACTS

Any subletting or assignment of this subcontract by Subcontractor, whether by

operation of law or otherwise, without the prior written consent of Contractor
shall be void.

GC-9 SUSPENSION

9.1 Contractor may by written notice to Subcontractor suspend the Work under
this subcontract in whole or in part at any time. Upon receipt of such notice,
Subcontractor shall discontinue Work to the extent specified in the notice;
continue to protect and maintain the Work; take any other steps to minimize
costs associated with such suspension, and provide suspension costs
estimates.
9.2 Upon receipt of such notice, the Contractor shall pay the Subcontractor all the
Works completed up to the date of suspension.
9.3 Upon receipt of notice to resume suspended Work, Subcontractor shall
immediately resume performance under this subcontract to the extent
required in the notice.

GC-10 TERMINATION

10.1 Contractor may by written notice to Subcontractor terminate this subcontract

in whole or in part at any time, either for Contractor's convenience or for the
default of Subcontractor. Upon such termination, all data, plans, specifications,
reports, estimates, summaries, lower-tier purchase orders, and subcontracts,
completed Work and Work in progress, and such other information and
materials as may have been accumulated by Subcontractor in performing this
subcontract shall become the property of and be delivered to Contractor. If the
termination is for the convenience of the Contractor an adjustment in the
compensation to be paid Subcontractor under this subcontract will be made,
but no amount shall be allowed for anticipated profit on unperformed work. If
the termination is attributable to Subcontractor's default in progress and/or
quality, Subcontractor, and its sureties, if any, shall be liable for all costs
incurred in the completion of the terminated work which is in excess of the
Subcontract Price.
 18

10.2 The Contractor has the right to terminate this Subcontract and to claim
compensation against the Subcontractor in case the Subcontractor
communicates with the Employer of any kind without the prior consent of the
Contractor.

10.3 The Contractor has the right to terminate the Subcontract and to claim
compensation against the Subcontractor in case the Subcontractor discloses
any Confidential Information or document to the Employer without the prior
written consent of the Contractor.

GC-11 INSPECTION, TESTING, AND QUALITY SURVEILLANCE

11.1 All work performed shall be properly inspected and tested by Subcontractor
at its expense in accordance with the subcontract requirements, and shall at all
times be subject to quality surveillance and quality audit by Contractor, Employer,
or their authorized representatives who, upon reasonable notice, shall be afforded
full and free access to the shops, factories, or other places of business of
Subcontractor and its suppliers and subcontractors of any tier for such quality
surveillance or audit.

11.2 Any work covered prior to any quality surveillance or test by Contractor or
Employer shall be uncovered and replaced at the expense of Subcontractor if such
covering interferes with or obstructs such surveillance or test. Failure of Contractor
or Employer to make such quality surveillance or to discover defective design,
equipment, materials or workmanship shall not relieve Subcontractor of its
obligations under this subcontract nor prejudice the rights of Contractor or
Employer thereafter to reject or require the correction of defective work in
accordance with the provisions of this subcontract
 19

GC-12 APPLICABLE LAW

This Subcontract shall be governed by and construed in accordance with the applicable
laws of the Kingdom of Saudi Arabia.

GC-13 Waiver
No relaxation, forbearance, delay, or indulgence by the Contractor in enforcing any of the
terms and conditions of the Contract or the granting of time by the Contractor to the
Subcontractor shall prejudice, affect or restrict the rights of the Contractor under the
Subcontract, nor shall be considered as a waiver or implied acceptance by the Contractor
of any breach of the Subcontract.

No approval, expression of satisfaction, comment, review, test, inspection, payment or

certificate made or given (or any failure to make or give or attend the same) by the
Contractor under the Subcontract shall relieve the Subcontractor of any of its obligations,
risks or liabilities under the Subcontract.

Any waiver of a Contractor’s rights, powers or remedies under the Contract must be in
writing, dated and signed by the Contractor's Authorized person of the Contractor
granting such waiver, and specify the right and the extent to which it is being waived
 20

EXHIBIT "D" – ANNEXURES

Annexure D1: Method of Measurement

The quantity of the Subcontract's Services will be measured per “hour/test/Each”. The Subcontractor
will be responsible for providing the mentioned full services to the Contractor/his Representative and
will be liable to rectify any remarks.
 21

Annexure D2: Technical Specification

Not used
 22

Annexure D3: Payment Certificate