WORK AGREEMENT
This
Work
Agreement, is entered into by and between:
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STRATOS
DEL PERU S.A.C.,
with Taxpayer´s Registry No. 20515769774, domiciled at Canaval y Xxxxxxx
Ave. 380 Office 401 - San Xxxxxx - Xxxx - Lima, duly represented
by Xx.
Xxxx Xxxxxxxx Xxxxxxxx Angobaldo, identified with National Identity
Document N. 10609920, according to powers of attorney registered
in the
Electronic Entry No. 11995912 of the Companies Registry in and for
Lima,
who will hereinafter be known as "STRATOS",
and
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CWE
ENGINEERING & SUPPLY S.A.C.,
with Taxpayer´s Registry No. 20518058283, domiciled at Xxxxxxxxx Xxxxxx
000 - Xxxx. 000 - Xxx. Las Gardenias - Xxxxxxxx de Surco - Lima -
Lima,
duly represented by Xx. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx identified
with
National Identity Document No. 07852504, according to powers of attorney
registered in the Electronic Entry No. 12114666 of the Companies
Registry
in and for Lima, who will hereinafter be known as "THE
CONTRACTOR"
in the following terms:
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FIRST
CLAUSE: BACKGROUND
| 1.1. |
STRATOS
is
a company duly constituted in the country, owner of the equipment
detailed
in the Appendix
No. 1
of
this agreement (hereinafter, "THE
EQUIPMENT").
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| 1.2. |
As
part of the relocation project, re-empowerment and implementation
of
THE
EQUIPMENT,
STRATOS
requires to carry out the tasks mentioned in the Second Clause of
this
agreement.
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| 1.3. |
For
its part, THE
CONTRACTOR
is
a legal entity that has the capacity and human resources with extensive
experience in the provision of services required by STRATOS
pursuant to this document.
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| 1.4. |
To
complement its activities, STRATOS
is
interested in hiring THE
CONTRACTOR
on
the terms and conditions set forth in this
agreement.
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SECOND
CLAUSE: OBJECT
| 2.1. |
By
this contract, STRATOS
commissions THE
CONTRACTOR,
who accepts it, the implementation of the following services (hereinafter,
THE
WORK):
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| (i) |
Cleaning,
removal and disassembling of THE
EQUIPMENT;
and,
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| (ii) |
Elaboration
of reports concerning to the state of THE
EQUIPMENT
and the maintenance works that may be required for its overhaul.
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| 2.2. |
Furthermore,
the parties stipulate that the scope, observations and other
characteristics of THE
WORK
are detailed in the Appendix
Xx. 0, Xxxxxxxx Xx. 0 and
Appendix No. 3
of
this agreement, which duly signed by the parties, form an integral
part of
the same.
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| 2.3 |
THE
CONTRACTOR
shall perform THE
WORK
in
the facilities of THE
EQUIPMENT
located in the Ingenio
Xxxxxxxx del Norte,
Chepen, La Libertad (hereinafter, THE
SUGAR MILL).
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| 2.4. |
It
is stated that STRATOS
may reduce or expand the number of activities or equipments indicated
in
the Appendix
No. 1,
if it is determined that the realization of THE
WORK
on
the same is necessary or not for the project of execution of STRATOS.
To that effect, the parties are bound to sign the corresponding Addendum
according to the formalities described in paragraph 16.1 of the Sixteenth
Clause of this agreement.
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THIRD
CLAUSE: DEFINITIONS
For
purposes of this agreement, the parties state, enunciatively but not
limitatively, the following concepts:
| 3.1. |
Cleaning:
General mechanic cleaning of THE
EQUIPMENT,
leaving the outside and inside of the equipment free of dust, product
or
any other contaminants.
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| 3.2. |
Disassembly:
Removal of THE
EQUIPMENT from its
current location to an area within THE
SUGAR MILL,
whose location must first be identified and agreed upon between the
parties for its shipment.
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| 3.3. |
Disassembling:
Disassembling of THE
EQUIPMENT
previously marked and identified for inspection and review.
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FOURTH
CLAUSE: PERIOD
| 4.1 |
The
parties agree that the period for the execution of THE
WORK
will start to compute from 24.Mar.2008, and will culminate on 09.Jun.2008.
The period may be extended on an exceptional way before facts and/or
situations that make fortuitous event or force majeure that may delay
the
delivery of THE
WORK.
To that end, THE
CONTRACTOR shall
immediately notify by letter to STRATOS
when are motivated the circumstances for the fortuitous event or
force
majeure which may incur during the execution of THE
WORK,
subject the extension of the timeframe for approval of STRATOS.
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If
STRATOS
accepts
the extension of the timeframe regarding this agreement the parties are bound
to
subscribe to the corresponding Addendum according to the formalities described
in paragraph 16.1 of the Sixteenth clause of this agreement.
| 4.2 |
At
the same time, the parties expressly state that for the delivery
of
services subject to this agreement, THE
CONTRACTOR shall
be installed in THE
SUGAR MILL
no
later than 24.Mar.2008.
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| 4.3 |
In
the same, in accordance with the timeframe specified in paragraph
4.1
above, THE
CONTRACTOR
shall perform the services subject to this agreement under the
Detailed
Schedule of
Services,
which duly signed by the parties, is an integral part of this agreement
as
Appendix
No. 4. THE CONTRACTOR
may propose the variation of this schedule, caring the deadlines
set out
in this agreement. The adoption of the changes will be entitled by
STRATOS.
To that end, the parties must sign previously and written the Addendum
according to the formalities described in paragraph 16.1 of the Sixteenth
clause of this agreement.
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| 4.4 |
Notwithstanding
the above, the parties may extend the timeframe agreed upon in this
clause
previously and written.
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FIFTH
CLAUSE: IN RETURN
| 5.1. |
STRATOS
commit oneself to pay to THE
CONTRACTOR,
for the services delivered under this agreement, until a maximum
of US $
151,130.00 (one hundred and fifty-one thousand one hundred and thirty
and
00/100 American dollars), including applicable taxes, such as the
General
Sales Tax.
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| 5.2. |
Payments
will be made as follows:
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| (i) |
An
advance of US $ 16,660.00 (sixteen thousand six hundred and sixty
and
00/100 American dollars) including applicable taxes. To this end,
THE
CONTRACTOR
has accepted the following security
certificates:
(a)
A
Promissory Note in the amount of US $ 8,330.00 (eight thousand and
three
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hundred
and thirty and 00/100 American dollars) accepted in February 22, 2008, to the
order of
STRATOS,
which
as Appendix
No. 5
is an
integral part of this agreement, and (b) A Promissory Note in the amount of
US $
8,330.00 (eight thousand and three hundred and thirty and 00/100 American
dollars) accepted in March 13, 2008, to the order of
STRATOS,
which
as Appendix
No. 6
is an
integral part of this agreement
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Weekly
payments according to the Weekly Valuations until a maximum of eleven
(11)
weeks, according to the advance of THE
WORK
until a maximum limit per week of US $ 9,520.00 (nine thousand and
five
hundred and twenty and 00/100 Nuevos Soles) including applicable
taxes.
For the verification of these valuations, THE
CONTRACTOR
is
committed to allow full access to the documents that relate to its
Accounting to the representatives determined by STRATOS.
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| (iii) |
The
amount of US $ 29,750.00 (twenty nine thousand seven hundred and
fifty and
00/100 American dollars) to the signing of the Act
of Acceptance of the Work,
as long as the total amount does not exceed the maximum of US $ 151,130.00
(one hundred fifty one and one hundred and thirty thousand and 00/100
American dollars), stated in the Paragraph 5.1. of this
clause.
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| 5.3. |
The
valuations will be calculated over the basis of the incurred costs
and
have prior approval from the person designated by STRATOS
in
a timely manner in accordance with what is stated in the Sixth Clause
of
this agreement.
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5.4.
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All
payment vouchers that THE
CONTRACTOR
submits to STRATOS,
should be delivered to the address of the latter which is stated
in the
introductory part of this
agreement.
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5.5
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The
parties declare that the amount specified in this clause includes
all
expenses themselves of the service. Any other additional expenditure
must
be previously approved and written by STRATOS.
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5.6.
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Despite
what is stated in Paragraph 5.1. of this clause, it is established
that
STRATOS
will conduct the deductions that apply according to the current tax
regulations.
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5.7.
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STRATOS
will pay to THE
CONTRACTOR
the corresponding amount for each weekly valuation within five (5)
calendar days following the receipt of the proof of payment, as stated
in
the Paragraph 5.4 of this Clause.
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SIXTH
CLAUSE: SUPERVISION OF THE WORK
| 6.1. |
STRATOS
will supervise and control, at its expense, the works performed by
THE
CONTRACTOR or
employees of the latter, through Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxxxx,
identified with National Identity Document No. 07880642 or Mr. Xxxxx
Xxxxxxx Aza Xxxxxxxxxx, identified with National Identity Document
No.
09874188, who may be able to act individually, each one will hereinafter
be known as THE SUPERVISOR.
The common legal address of these officials is Canaval y Xxxxxxx
Ave. 380
- Office 000 - Xxx Xxxxxx - Xxxx - Xxxx. THE
SUPERVISOR
will be responsible to ensure directly and permanently the good execution
of THE
WORK
and compliance with the agreement.
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| 6.2. |
STRATOS
has the right to supervise the development of THE
WORK,
by itself or through THE
SUPERVISOR
at
any time, as well as to review and approve, if it deems it necessary,
personnel, materials and equipment used by THE
CONTRACTOR.
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| 6.3. |
If
in the opinion of THE
SUPERVISOR
it
may be a service that does not fulfill with the terms of the agreement,
THE
CONTRACTOR
is
bound by his own account to make repairs or changes needed in a time
limit
set by THE
SUPERVISOR
and/or STRATOS
explicitly, according to the complexity of the observer, so that
THE
WORK
complies with the provisions of the
same.
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| 6.4. |
THE
CONTRACTOR
is
bound to provide to THE
SUPERVISOR
all the facilities that the case may require for the proper execution
of
their work, this doesn’t being a cause for delay of THE
WORK.
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SEVENTH
CLAUSE:
OBLIGATIONS OF THE CONTRACTOR
THE
CONTRACTOR within
the realization and execution of THE
WORK,
shall
perform the following tasks:
| 7.1. |
Execute
THE
WORK
entirely, abide by the characteristics specified in the Second Clause
of
this agreement and its Appendixes;
within the timeframe stated under the Fourth Clause. THE
CONTRACTOR
will make everything necessary to carry out a diligent and prompt
execution of all and each one of the services, assuming sole
responsibility for carrying out the same as it would be applicable,
in
accordance with this agreement and the laws in force for that type
of
agreements.
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| 7.2. |
Have
the personnel required to meet the obligations under this agreement,
and
must provide such personnel with the tools and equipment to allow
the
diligently and secure development of them. To this end and in a previous
manner to the beginning of the execution of this agreement, THE
CONTRACTOR shall
deliver by written to STRATOS
the personnel list hired by THE
CONTRACTOR.
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Also,
THE
CONTRACTOR
states
that will verify these professionals have no technical or legal impediment
to
the development of the activities that correspond them to execute according
to
which is specified in this agreement and that will be able to exercise their
profession.
The
involvement of the named individuals in this clause in the development of
THE
WORK
will be
monitored at all times by THE
SUPERVISOR.
THE
CONTRACTOR
may only
replace its personnel, with the previous written consent of STRATOS.
Furthermore,
the parties state that any appointment and/or removal of personnel of
THE
CONTRACTOR
should
be entered in the Notebook of Work described in paragraph 7.3 of this
clause.
| 7.3. |
Carry
the respective notebook, which must be updated and in which will
consist
all relevant facts that occurred during the development of THE
WORK,
and also where the parties will sign together with THE
SUPERVISOR,
relevant events and/or occurrences of THE
WORK.
In this sense, any technical decision adopted by THE
CONTRACTOR
or
that may be suggested by THE
SUPERVISOR
and any application or action taken by STRATOS
must be necessarily in that notebook, prior to its execution. That
notebook will be one original and two copies. The original will be
withdrawn by STRATOS,
a
copy may be withdrawn by THE
CONTRACTOR
and the other must remain in the
notebook.
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To
speed
the decision-making, the parties state that the joint measures appointed in
the
preceding paragraph may be made via e-mail, and must be printed and pasted
into
the Notebook of Work.
The
decision taken by THE
SUPERVISOR
suggested by THE
CONTRACTOR
does not
absolve the latter of responsibility for the consequences of the
same.
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7.4.
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Correct
or repair any deficiencies arising in the process of execution of
THE
WORK
as
a result of operation malpractice. If THE
CONTRACTOR
incur in serious defects and/or vices that may occur during the delivery
of THE
WORK,
will be from its sole and absolute responsibility the consequences
derived
from them.
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| 7.5. |
Protect
the zones in which THE
WORK
is
executed, as well as THE
EQUIPMENT
and materials provided by STRATOS,
against any damage as a result of the service realized on merit of
this
agreement, or loss through fraud or fault of any kind of THE
CONTRACTOR
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caused
during the validity of this agreement. Except stipulation of the contrary
contained in this agreement, THE
CONTRACTOR shall
be
fully responsible and assume each and every one of the risks of loss or damage
by fraud or fault of any kind incurred to THE
EQUIPMENT,
materials and goods in general of STRATOS
or third
parties who are under the care or control of THE
CONTRACTOR according
to this agreement.
In
such
case, the damage occurred, THE
CONTRACTOR shall
immediately proceed to repair or replace any goods that have been damaged or
destroyed by exclusive account of THE
CONTRACTOR
and to
satisfaction of STRATOS
or third
owners of the damaged or destroyed goods.
| 7.6. |
Respond
for any damage or loss of goods, equipment or facilities under its
responsibility that results by its fraud or fault of THE
CONTRACTOR as
a result of this agreement and for the timeframe of the same, inclusive
though not limited with respect to the persons acting under their
responsibility.
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| 7.7. |
Keep
at all times free of accumulations, waste or garbage the area where
THE
WORK
is
being executed, including those used for storage, in addition to
the waste
material generated by persons or subcontractors. In turn, prior to
the
completion of THE
WORK,
THE
CONTRACTOR
will remove from the work area and its environs any tools, scaffolding,
equipment and materials of its ownership used for THE
WORK
subject of this agreement.
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| 7.8. |
Assume
full responsibility, and release STRATOS,
its directors, officers, employees and agents from all liability
for any
loss, claim or trial, including costs and expenses of the process
resulting from any violation actually committed by or alleged against
THE
CONTRACTOR,
of any patent, article, machine, manufacture, structure, composition,
disposition, improvement, design, device, method or process incorporated
or employee, unless it is provided by STRATOS,
in compliance with this agreement.
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| 7.9 |
Respond
for any damage that its officials, sub - contractors or agents might
cause
by fraud or fault to STRATOS,
to third parties and / or property of third parties, whether the
damage
was caused as a result of the execution of THE
WORK.
This responsibility extends to the damage that THE
CONTRACTOR
and machinery and equipment used by it or subcontractors could lead
to
STRATOS,
its directors, officers, subcontractors, personnel, their agents
or their
properties as well as to third parties and property of third
parties.
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| 7.10. |
Avoid
within the reasonably possible that by its fault or fraud be sorted
embargoes whatever its nature, including those derived from administrative
or judicial claims about any property of STRATOS,
or over any good regardless of its ownership, be employed in the
execution
of THE
WORK.
In case an embargo occur, THE
CONTRACTOR
will satisfy and comply or cause to be satisfied and comply immediately
the obligation that originated the embargo or will grant the required
bail
for the lifting of the embargo.
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| 7.11. |
Ensure
compliance with the laws and accident prevention. THE
CONTRACTOR
will have all the additional measures that may be necessary to protect
the
life and health of all workers involved in the execution of THE
WORK.
To that end, whenever necessary, THE
CONTRACTOR
will provide adequate barriers, signs and security lights, as well
as
other means and services for warning of danger in order to adequately
protect any person who has access or is in or near the zone of
THE
WORK.
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The
incompliance by THE
CONTRACTOR
of the
devices or policies mentioned above will cause, at the discretion of
STRATOS,
the
suspension of the execution of THE
WORK
until
the unsafe conditions or hazards are eliminated. In the case of a suspension
of
this type, THE
CONTRACTOR
may not
claim compensation or to request additional extensions of time, nor relieve
THE
CONTRACTOR
of the
impositions of fines or the responsibilities that this agreement
imposes.
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| 7.12. |
Meet
with STRATOS
when requested, in order to coordinate all matters related to THE
WORK.
The meetings may be undertaken in the area of THE
WORK,
at the address of STRATOS,
or any other place agreed upon by the
parties.
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| 7.13. |
THE
CONTRACTOR
must guarantee that THE
EQUIPMENT
is, at least, in the same conditions in which it was delivered. To
that
end, THE
CONTRACTOR shall
conduct an inspection to THE
EQUIPMENT
prior to the disassembly and indicate, if necessary, if it encounters
any
significant damage or malfunction.
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| 7.14. |
In
turn, THE
CONTRACTOR
ensures that personnel working in THE
SUGAR MILL
must have the safety equipment required according to the activities
to be
performed. Such equipment must be in good condition and
operational.
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7.15.
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Comply
with the other obligations to its charge that as such are consigned
in
this agreement and its Appendixes,
according to the rules of good faith and facilitating compliance
with the
same.
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| 7.16. |
Not
modify or alter the characteristics of THE
WORK,
without prior written authorization and express from STRATOS.
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| 7.17. |
Each
and every one of the tasks to be realized by THE
CONTRACTOR in
the area described for THE
WORK
must comply with, and follow the instructions, specifications,
measurements, qualities and details, which are detailed in the
Appendixes
to this agreement, unless the circumstances force to make changes
approved
by THE
SUPERVISOR.
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| 7.18. |
Accumulate
the junk that could be generated on the site that STRATOS
determine to effects of the latter to decide their final
disposition.
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7.19.
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Obtain
the licenses and authorizations that apply to the relevant
authorities.
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EIGHTH
CLAUSE: OBLIGATIONS OF STRATOS
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8.1.
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Make
available to the personnel of THE
CONTRACTOR
the corresponding hygienic services, fitted with service water but
not
drinking water.
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8.2.
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Provide
two (02) offices of sixteen square meters (16m2)
each, equipped with furniture for the exclusive use of personnel
of
THE
CONTRACTOR
during the execution of THE
WORK.
The first office must be used as a drawing room, warehouse and office
security while the second office will be used as a technical office.
THE
CONTRACTOR
states explicitly that should return to STRATOS
the offices and furniture referred to in this paragraph to the end
of
THE
WORK
on
the same conditions that were delivered, except the wear through
normal
use of them.
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8.3.
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Provide
power input of 100 Kw, in 220 V in a defined point, where THE
CONTRACTOR
must install its switchboard and the connections to the required
field.
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8.4.
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Provide
perimeter security service on THE
SUGAR MILL
twenty-four (24) hours a day. To that end, the parties state that
THE
CONTRACTOR shall
be responsible for the equipment and/or tools of their property in
working
hours and while workers of THE
CONTRACTOR
remain in THE
SUGAR MILL.
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8.5.
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Provide
THE
CONTRACTOR
the information required by it and that is directly or indirectly
related
to the execution of THE
WORK.
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8.6.
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Comply
with the other obligations to its charge that as such are recorded
in this
agreement, according to the rules of good faith and facilitating
compliance with the same.
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8.7.
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Provide
THE
CONTRACTOR
with the following consumable materials: oxygen, gas, welding 6011,
loosener - nuts liquid, cloth, huaype, iron sandpaper Nos. 60 and
80,
serrated
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paper,
loosener special spray difficult, among others. To that end, THE
CONTRACTOR shall
submit a schedule of deliverables (indicating quantities), which will be
approved by THE
SUPERVISOR.
| 8.8. |
Comply
with the respective payments for THE
CONTRACTOR,
according to the approval of the weekly
valuations.
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NINTH
CLAUSE:
OF THE REPRESENTATION OF THE CONTRACTOR IN THE SUGAR MILL
| 9.1. |
For
purposes of the technical decision-making during the execution of
THE
WORK,
THE
CONTRACTOR
shall be represented by a Resident
Engineer,
who will be called THE
RESIDENT,
who will lead and administer THE
WORK.
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| 9.2. |
THE
RESIDENT
will be appointed by THE
CONTRACTOR
according to the formalities outlined in paragraph 7.2 of the Seventh
Clause of this agreement, appointment or removal should be included
in the
notebook stated in paragraph 7.3 of this
agreement.
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| 9.3 |
Communications
from THE
RESIDENT
to
THE
SUPERVISOR
and vice versa should be entered in the notebook indicated in paragraph
7.3 of this agreement.
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TENTH
CLAUSE: OF THE CONTROL
| 10.1. |
At
any moment after the signing of this agreement and before the signing
of
the Act
of Acceptance
of
THE
WORK,
STRATOS
directly through THE
SUPERVISOR
or
through any person hired by the latter for this purpose, will verify
that
the services object of this agreement is being implemented by THE
CONTRACTOR
with devotion and in compliance with the laws, regulations and
conventional dispositions, of administrative, commercial and technical
manner, as well as within quality standards of STRATOS
reason why THE
CONTRACTOR
is
bound to deliver all type of information required by STRATOS
referring to the execution of THE
WORK
subject of this agreement. The responsible will be the General Manager
of
THE
CONTRACTOR.
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| 10.2. |
THE
CONTRACTOR
shall be required to correct any observation submitted by STRATOS
within the timeframe stated by the latter, according to the complexity
of
the observation to correct.
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ELEVENTH
CLAUSE: INSURANCES
| 11.1. |
THE
CONTRACTOR
shall hire during the execution of THE
WORK
until the acceptation of them, to their cost, the insurance bills,
for the
equipment, machinery and instruments required for the service, as
well as
the Supplemental Insurance for Work of Risk (Health and Pensions)
for its
employees and require and verify the hiring of the same for the workers
hired by third parties
subcontracted.
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| 11.2. |
If
THE
CONTRACTOR
not complies with hiring the insurance aforementioned, STRATOS
is
empowered to hire them. The parties agree that the lack of hiring
of these
insurance by STRATOS
does not generate responsibility in this, in view that the obligation
of
his hiring is assumed solely by THE
CONTRACTOR.
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TWELFTH
CLAUSE: DEVELOPMENT OF THE WORK
| 12.1. |
THE
CONTRACTOR
explicitly states that has visited the facilities of THE
SUGAR MILL to
satisfaction and that has knowledge, understands and has studied
each and
every one of the documents, specifications or form to execute THE
WORK,
reason why it will not be able to substantiate its delays, in facts
of not
understanding or not knowledge of the work being done or documents
integrating this agreement, except occurring events
or
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situations
not predictable, hidden, which could not be detected or predict by the nature
of
the object of the agreement.
| 12.2. |
THE
CONTRACTOR
will initiate and conduct the execution of THE
WORK,
efficiently, carefully, cleverly and devotedly, according to the
methods
and modern practices recognized and in accordance with the provisions
of
this agreement.
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| 12.3. |
STRATOS,
through THE
SUPERVISOR,
can make leave the place immediately where THE
WORK
is
being conducted, to any employee or worker of THE
CONTRACTOR
or
Subcontractors that STRATOS
consider to give grievances motives for their capacity or conduct.
If
STRATOS
believes that such person does not return, it may require that to
THE
CONTRACTOR
by
written notice stating the reasons justifying such
action.
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| 12.4 |
THE
CONTRACTOR
should protect the materials, tools, equipment or facilities owned
by it,
and therefore, will not be entitled to any compensation or reimbursement
or payment of expenses for loss, destruction or damage, caused by
theft,
fire or force majeure, be total or partial, unless the contingency
has
occurred in non-working hours and thus STRATOS
should assume the loss.
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| 12.5. |
Also,
STRATOS
is
not responsible for the incompliance by THE
CONTRACTOR
of
its administrative, tax obligations, or, in general, for the obtaining
or
renewal of their authorizations, permits, licenses, concessions or
similar
required for the development of its activities and for the compliance
with
THE
WORK
subject of this agreement.
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THIRTEENTH
CLAUSE: MODIFICATIONS TO THE WORK
| 13.1 |
The
modifications or augmentations of THE
WORK
must be ordered in writing by STRATOS
and, consequently, THE
CONTRACTOR
will not be able to make any modification to this agreement or the
documents constituting the Appendixes
of the same, if it does not previously have the corresponding prior
written authorization.
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| 13.2 |
Any
service that is not described in this agreement or its Appendixes,
will be considered as Additional
Service,
which execution should be requested in the notebook indicated in
paragraph
7.3 of this agreement, by THE
SUPERVISOR,
agreeing between THE
CONTRACTOR
and STRATOS
the values of additional budgets, as stated in paragraph 16.1 of
the
Sixteenth Clause of this Agreement.
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FOURTEENTH
CLAUSE: STATEMENTS OF THE PARTIES
The
parties state the following:
|
14.1
|
The
parties state that this Instrument is celebrated as a Agreement of
Work.
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|
14.2
|
The
parties expressly appoint that THE
WORK
is
an obligation of result, so any imperfection, as minimal as it can
be, is
within the range of reasonable diligence that each contractual party
must
have based on the Civil Code shall be cause for termination of the
agreement, and will be compensable for
damages.
|
|
14.3
|
Despite
what is stated in the preceding paragraph, the parties agree that
THE
WORK
is
motive and determining cause for the implementation of the activities
of
STRATOS
reason why it is understood and declared by the parties that any
imperfection in the conduction of such activities on merit of THE
WORK
will be direct and immediate consequence of THE
WORK.
That means, the obligation of result of THE
WORK
extends to what is stated in this paragraph.
|
In
accordance with the preceding paragraph, the parties state that the imperfection
in the development of the activities above mentioned, it is understood when:
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Occurs
damage, breakage, destruction, disabling or limitation for the normal
operation or use of parts or pieces of machinery or structures that
can be
cleaned or disassembled. The responsibility is maintained even on
the
assumption that the damage was partially overcome by repair or
replacement, always that these actions do not restore the conditions
of
the machine or structure at the beginning of THE
WORK.
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| - |
Be
made a bad cleaning of the machines or structures.
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| - |
Be
prepared an incomplete, incorrect or inaccurate technical
report.
|
|
14.4
|
Based
on what is stated in paragraph 14.2 above, THE
CONTRACTOR
is
bound to compensate for damages for any imperfection in the activities
developed for STRATOS
and indicated in this clause in merit to THE
WORK.
|
FIFTEENTH
CLAUSE: nASSIGNMENT OF RIGHTS AND OBLIGATIONS
| 15.1. |
It
is stated between the parties that in relation to this agreement,
THE
CONTRACTOR cannot
assign its rights or its contractual position, in whole or in part
without
the express prior written consent of the authorized representative
of
STRATOS.
|
| 15.2. |
For
this act THE
CONTRACTOR
in
an anticipated manner, explicitly authorize STRATOS,
for the latter to partially or totally assign any right and/or obligation,
which may be generated from this agreement, and even his contractual
position.
|
| 15.3. |
It
is clearly stated that the assignment agreement will take effect
since the
agreement between STRATOS
and the assignee is notified to THE
CONTRACTOR
through a notarized letter to his address indicated in the introduction
to
this document.
|
| 15.4. |
However,
if it is not necessary for the validity and impact of assignment
referred
to above, at the request of STRATOS
and/or the corresponding assignee, THE
CONTRACTOR
is
bound at its opportunity to deliver the documents and instruments
private
and/or public that may be required to make such an assign, either
of
rights, obligations and even the assignment of contractual position
with
regard to this agreement, takes full effect between the assignee
and
THE
CONTRACTOR,
without any limitation.
|
SIXTEENTH
CLAUSE: MODIFICATIONS,
PENALTIES AND TERMINATION OF THE AGREEMENT
|
16.1.
|
Any
modification of this agreement that constitutes elimination, reduction,
enlargement and/or incorporation of services, prior agreement between
the
two parties, will take place through the signing of an Addendum which
will
be considered an integral part of the
agreement.
|
|
16.2.
|
Despite
the timeframe set in the Fourth Clause above, STRATOS
will be able to terminate this agreement in case there is incompliance
of
the obligations assumed by THE
CONTRACTOR.
|
To
this
effect, STRATOS
shall
communicate THE
CONTRACTOR
its
intention to terminate the agreement, giving it a deadline to adapt their
behavior to the provisions of this agreement. This deadline should be sufficient
given the nature of the incompliance and shall have a minimum of fifteen (15)
calendar days counted at the beginning the next day of the reception of the
communication. Failure to conform behavior within the stated deadline, the
agreement shall be considered terminated in its own right without any claim
that
could be made, and without prejudice to any civil action that may arise as
a
result of this situation.
| 16.3. |
Also,
expired the deadline specified in the Fourth Clause of this agreement
without THE
CONTRACTOR
having culminated THE
WORK
for which it was hired, STRATOS
is
able to deduct, from the consideration mentioned in Fifth Clause,
the sum
of US $ 1,000.00 (one thousand and 00/100 American dollars) for each
day
of delay as penalty, without prejudice to subsequent
damage.
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| 16.4. |
Once
concluded this agreement, STRATOS
commits, for a period of six (6) months from the end of the contractual
relationship, not to hire in any form or mode to one or more workers
of
THE
CONTRACTOR.
|
SEVENTEENTH
CLAUSE: NATURE OF THE AGREEMENT
| 17.1 |
The
parties
expressly state that this agreement is of civil nature and does
not matter
relationship of subordination or dependency of THE
CONTRACTOR
or
any of its employees with STRATOS,
nor with the personnel hired by
these.
|
|
17.2
|
Also,
STRATOS
is
not responsible for the incompliance by THE
CONTRACTOR
of
its administrative, tax obligations, or, in general, for the obtaining
or
renewal of their authorizations, permits, licenses, concessions or
similar
required for the development of their business activities and for
the
compliance with THE
WORK
subject of this agreement.
|
EIGHTEENTH
CLAUSE:
CONFIDENTIALITY
|
18.1.
|
THE
CONTRACTOR
agrees not to disclose or make public or known to third parties,
either
directly or indirectly, any aspect related to information obtained
under
this agreement, which STRATOS
had informed to THE
CONTRACTOR,
or that it had known by their own means, with motive of the negotiation,
celebration, compliance or termination of this
agreement.
|
|
18.2.
|
THE
CONTRACTOR
shall at all times, keep confidentiality in relation to such information
and assumes the responsibility in case its employees or hired staff
don’t
comply with the obligations of confidentiality, for which they will
take
the precautions and guarantees necessary to ensure that the obligation
assumed by this document is strictly complied by its employees, directors,
and all their staff hired. This obligation, assumed by THE
CONTRACTOR shall
be complied during the validity of this agreement and even after
its
termination; assuming the responsibility in case that its staff ignored
those obligations voluntarily or involuntarily, directly or indirectly,
and should compensate STRATOS
for damages caused in the event of
incompliance.
|
|
18.3
|
THE
CONTRACTOR
is
forced to take the precautions and guarantees necessary to ensure
that the
confidentiality obligation assumed by this document will be complied
strictly by its employees, directors, hired staff and all dependant
persons. In case that any person ignore those obligations, whether
intentionally or unintentionally, directly or indirectly, will assume
the
responsibility, and
should compensate STRATOS
for damages caused in the event of incompliance.
|
NINETEENTH
CLAUSE: JURISDICTION AND LEGAL DOMICILE
| 19.1. |
The
parties submit themselves to the jurisdiction of Judges and Courts
of the
judicial district of Xxxx-Xxxxxxx, for the interpretation, execution
or
settlement of any dispute or disagreement that might arise from this
agreement, expressly resigning the competition of their
domiciles.
|
| 19.2. |
The
parties appoint as their addresses those that appear in the introduction
to this document, being understood that can only be varied prior
legal
notice issued by the party concerned with not less than ten (10)
working
days prior to the effective change of
domicile.
|
| 19.3. |
At
the domicile appointed should refer all communications regarding
the
agreement and, in general, for everything relating to the execution
and
compliance of the same. If these formalities are not observed for
the
change of address will take effect
the
|
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10
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communications
that are directed at the address stated in the introduction to this
agreement.
TWELFTH
CLAUSE: TOTAL AGREEMENT
This
agreement constitutes the entire agreement between the parties and will prevail
over any prior agreement or statements, oral or written, with relation to the
subject matter. This agreement cannot be modified or amended except by the
procedure stated in the Paragraph 16.1 of The Sixteenth clause of this
agreement.
TWENTY-FIRST
CLAUSE: Appendixes
| 19.1. |
Form
integral part of this document, the following Appendixes:
|
|
Appendix
No. 1
|
:
|
Description
of THE
EQUIPMENT and
of THE
WORK subject
of this agreement
|
|
Appendix
No. 2
|
:
|
Flowchart
of THE
EQUIPMENT.
|
|
Appendix
No. 3
|
:
|
Terms
of Reference.
|
|
Appendix
No. 4
|
:
|
Detailed
Schedule of Services
|
|
Appendix
No. 5
|
:
|
Promissory
Note signed by THE
CONTRACTOR
|
|
Appendix
No. 6
|
:
|
Promissory
Note signed by THE
CONTRACTOR
|
| 19.2. |
The
parties agree that if there are differences between the various documents
that form this agreement, it is established the following priority
order
for the interpretation purposes:
|
| (i) |
The
Contract.
|
| (ii) |
Terms
of Reference (Appendix
No. 3)
|
| (iii) |
Flowchart
(Appendix
No. 2)
|
| (iv) |
Description
of THE
EQUIPMENT
and of THE
WORK (Appendix
No.1)
|
| (v) |
Detailed
Schedule of Services (Appendix
No. 4)
|
The
parties sign this agreement in the city of Lima on March 12, 2008.
|
STRATOS
|
THE
CONTRACTOR
|
|
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