Ref.

TCIBD/D1D2/OC/DOKA-SUB/0001/AM00/2018/R0/GS
Date April 8, 2018

M/s DOKA Emirates L.L.C.

P.O. Box: 44547
Abu Dhabi - UAE
Fax : +971-2 676 5855
Tel. : +971-2 676 5840

Attention: Mr. Ala’a Huneidi – Sales Manager

Project: Forte (Plots D1-D2) Main Contract Works, Downtown Dubai

Development

Subject: Supply Agreement for engineering and delivery of formwork system (Typical
floor- Column, Shear wall and Slab Formwork) on Purchase – Buyback basis.

With reference to the subject, we are hereby pleased to issue this Supply Agreement for engineering
and delivery of formwork system for shear walls, slabs and columns (hereinafter referred as “Supply
Works”) for the subject Project in accordance with the following terms and conditions:

1. Definitions:
1.1 M/s. Emaar Development L.L.C, PO Box: 124, Dubai, U.A.E. (hereinafter referred to as
“Employer”); and
1.2 M/s. Target Engineering Construction Company L.L.C., P O Box 960, Abu Dhabi,
U.A.E. (hereinafter referred to as “Contractor”); and
1.3 Agreement between Employer & Contractor for the Project - Forte (Plots D1-D2)
Main Contract Works, Downtown Dubai Development, (hereinafter referred to as
“Contract”); and
1.4 M/s DOKA Emirates L.L.C., PO Box: 44547, Abu Dhabi, U.A.E. (hereinafter referred to
as “Supplier”).

2. Scope of the Supply Works:

2.1 Carry out design, engineering and supply of complete formwork system for Columns,
Shear walls and Slabs of typical floors and mechanical floors with all the accessories
(“material”) to the Project site.
2.2 Prepare and submit all technical submittals (such as designs, shop drawings, reports,
calculations, material submittals, third party certificates, and user manuals etc. as per the
Project requirements) for the formwork system to Contractor for review and approval.
2.3 Deploy qualified technicians at the Project site as per the requirements of the Project in
accordance with the directions of the Contractor’s representative to provide technical
supervision for installation of formwork system by Contractor’s workforce and ensure
that assembling, stripping, setting out and resetting of the formwork system is done in
accordance with the approved drawings, Project specifications and manufacturer’s
requirements. Supplier’s technicians shall adhere to Contractor’s working hours at the
Project site.
2.4 Provide technical solution for the formwork system as and when required.
2.5 Provide safety orientation and training for Contractor’s personnel to carry out the
installation and maintenance of formwork system.
 2.6 Coordinate with Contractor and subcontractors to handle all day-to-day operations at the
Project site.
2.7 Liaise with Contractor to inspect the materials at the Project site. If the delivered
material is found to be acceptable upon inspection, Contractor shall issue a delivery note
to Supplier. In the event the delivered material is found to be non- compliant with the
Project requirements as specified in the Documents, Supplier shall replace faulty
material and/or rectify the material throughout the duration of this Agreement at no
additional cost to Contractor.
2.8 Obtain all required permits from local authorities, committees, police/traffic departments
and any other statutory bodies to deliver the formwork system at the Project site.
Supplier shall be responsible for all applicable fees/charges with respect to the supply,
transport, loading and delivery of formwork material at the Project site.

Buy-Back of Formwork system by Supplier

2.9 Supplier shall repurchase formwork system material (as stipulated in Annexure 1 –
Schedule of Rates) from Contractor subsequent to joint inspection of material by
Contractor and Supplier.
2.10 Without prejudice to any other terms of this Supply Agreement, the Buy-Back usage
duration (Buy-Back period) shall be calculated from the actual day of delivery of the
material on item basis (as verified in the delivery notes issued by Contractor) until the
actual day on which the material is returned back to Supplier. Notwithstanding the
foregoing, Supplier shall be accountable to deliver the formwork material to enable
Contractor to undertake Works in accordance with the Project Programme under the
Contract. Upon delivery of the each formwork system for Columns, Shear walls and
Slabs to the Project site and inspection by Contractor, Contractor and Supplier shall sign
a Certificate of Delivery (“Certificate”) which shall define the effective date of the
commencement of the Buy- Back Period.
2.11 The formwork material will be cleaned by Contractor prior to being packed, loaded, and
delivered to Supplier’s warehouse in the Jebel Ali Free Zone under Supplier’s
supervision.
2.12 The Buy-Back shall be documented by a joint inspection undertaken at Suppliers
warehouse attended by an authorized representative from Supplier and Contractor.
Contractor shall give Supplier 7 working days’ notice for joint inspection. Subsequent to
joint inspection, the Certificate shall be signed by both Parties representatives
evidencing the Buy-Back quantity and quality.

3. Commencement & Completion Date of the Supply Works:

3.1 Commencement Date of the Supply Works: The effective date of this Supply Agreement
and Commencement Date of the Supply Works shall be 8th April 2018.
3.2 Completion Date of the Supply Works: Supplier shall undertake the Supply Works based
on the following milestones as below mentioned:

a) Tower 1 & Tower 2 : Shear walls

1. Design and Engineering of formwork system (for Tower 1 and Tower 2)

including submission of all technical submittals such as designs, shop
drawings, reports, calculations, material submittals, third party certificates, user
 manuals etc to Contractor shall be completed within 14 days from the
Commencement Date of the Supply Works.
2. Delivery of complete formwork system material for Shear walls, Transport
devices, external working platforms and tools as required to the Project site
shall be completed as follows:
3.
i) Tower 1 – 14 days from the Commencement Date of the Supply Works.
ii) Tower 2 –14 days from the Commencement Date of the Supply Works.

b) Tower 1 & Tower 2 : Columns

1. Design and Engineering of formwork system (for Tower 1 and Tower 2)

including submission of all technical submittals such as designs, shop
drawings, reports, calculations, material submittals, third party certificates, user
manuals etc to Contractor shall be completed within 14 days from the
Commencement Date of the Supply Works.
2. Delivery of complete formwork system for columns (including panels used in
basement and podium areas), transport devices and tools as required to the
Project site shall be completed as follows:
i) Tower 1- 14 days from the date of issuance of instructions from Contractor
following approval for the technical submittals from Contractor.
ii) Tower 2 - 14 days week from the date of issuance of instructions from
Contractor following approval for the technical submittals from Contractor.

c) Tower 1 & Tower 2 : Slabs

1. Design and Engineering of formwork system (for Tower 1 and Tower 2)

including submission of all technical submittals such as designs, shop
drawings, reports, calculations, material submittals, third party certificates, user
manuals etc. to Contractor shall be completed within 28 days from the
Commencement Date of the Supply Works.
2. Delivery of complete formwork system for slabs (including deck panels used in
basement and podium areas), transport devices and tools as required to the
Project site shall be completed as follows:
i) Tower 1 – 14 days from the date of issuance of instructions from
Contractor following approval for the technical submittals (for the item 1
above) from Contractor.
ii) Tower 2 – 14 days from the date of issuance of instructions from
Contractor following the completion of delivery of formwork system for
Tower 1.

4 Supply Works Price:

4.1 Subject to Supplier’s successful execution and completion of the Supply Works in
accordance with the terms of this Supply Agreement, Supplier shall be entitled to
submit its invoices up to the amount of AED 1,689,090.76 (AED One Million Six
Hundred and Eighty Nine Thousand Ninety Fills Seventy Six only) on a lump sum
basis (hereinafter referred as “Supply Works Price”) in accordance with the prices
stated in the Annexure 1 – Schedule of Rates. The Supply Works Price is a lump sum
 price which shall remain fixed for the shop drawings submitted by Supplier (based on
the Documents enclosed in this Supply Agreement) and approved by Consultant and
shall not be subject to re measurement.
4.2 Subsequent to approval of Supplier’s technical submittals (such as designs, shop
drawings, reports, calculations, material submittals, user manuals etc) by Contractor,
Supplier shall be obliged to submit a detailed breakdown/computation (detailed Bill
of Quantities) showing the quantities and the unit prices for the Supply Works Price
stated in the Annexure 1- Schedule of Rates for Contractor’s review and acceptance.
Contractor shall review and notify Supplier the changes to be incorporated in the
revised submission or notify its acceptance to Supplier. Upon Contractor’s acceptance
of the detailed Bill of Quantities, the unit rates stated in the detailed Bill of Quantities
shall be considered for determining the value of the material for Buy-Back by
Supplier.
4.3 The Supply Works Price in Annexure 1 – Schedule of Rates is inclusive of all costs,
expenses, taxes (except VAT), duties, charges and fees incurred and required for the
successful performance of the Supply Works in accordance and compliance with
Project requirements and the prevailing rules, regulations and laws. Contractor shall
not be liable to pay Supplier any additional amount other than the Supply Works
Price due to whatever reasons direct or indirect for the entire duration of this Supply
Agreement. However, the Supply Works Price shall be adjusted to take account of
any VAT, provided Supplier complies with the prevalent government regulations.
4.4 Supplier agrees that the Supply Works Price stated in Annexure 1 – Schedule of
Rates of this Supply Agreement shall not be subject to any price escalation or
changes under any circumstances and shall remain fixed throughout the tenure of the
Project. Supply Works Price shall not be subject to re- measurement and shall only be
adjusted by Variation Order issued by Contractor.
4.5 Supplier shall ensure that proposed system shall meet all relevant quality as well as
safety and regulatory guidelines in relation to the Supply Works.
4.6 Supplier shall re-purchase all formwork materials based on the Buy- Back value in %
of unit rate of the material (as per detailed Bill of Quantities approved by Contractor)
and the usage duration as per the following basis:

Usage duration (Days) Buy-Back value in (%) of the unit rate

540 58 %
570 56.5%
600 55%
630 53.5%
660 52%
690 50.50%
720 49%
Exceeding 720 0%

Following signature by both Parties (Contractor and Supplier) on the Certificate,

Contractor shall invoice Supplier for the agreed Buy-Back materials. Supplier shall
pay Contractor for the invoices raised for Buy-Back material via current dated
cheques within 30 days of receipt of Contractor’s invoices. If Supplier fails to buy
back the material in accordance with the provisions of this Supply Agreement, then
Contractor shall be entitled to consider the money as debt due under the Agreement
without prejudice to any other rights under the law.
5 Application for Payment:
5.1 Supplier shall submit a statement to Contractor by 25th day of each month in a form
approved by Contractor, showing in detail the amounts to which Supplier considers
himself entitled for the Supply Works executed during the month. Contractor should
evaluate such statements within 15 days of the receipt of Supplier’s monthly
statement, and thereafter seek additional clarifications /supporting documents in order
to make its assessment and certify such amounts as it considers due to Supplier within
21 days from the date of receipt of Supplier’s monthly statement. Supplier upon
receipt of Contractor’s certification (Payment Certificate) shall prepare and submit an
Invoice in accordance with the amount certified by Contractor.
5.2 Subject always to Supplier’s compliance with the above paragraph, due amount of the
Supply Works shall be paid against certified Invoices. The payments due to Supplier in
respect of each Payment Certificate shall be made after incorporating all deductions
applicable under this Supply Agreement including any contra charges or set offs as
applicable.
5.3 Invoices shall be submitted by Supplier to the following address: The Project
Manager, Target Engineering Construction Co., Forte (Plots D1-D2) Main Contract
Works, Downtown Dubai Development.
5.4 The payment for Supply Works shall be paid through Letter of Credit (120 days
credit). The opening & processing charges including advising and negotiation charges,
acceptance commissions and swift charges or any LC amendment charges due to add-
ons or delay and all the charges arising due to any discrepancy in LC documents shall
be borne by the beneficiary / Supplier.

6 Facilities/ Services/ Utilities provided by Contractor:

6.1 Cranage facilities and unloading of material at the Project site.
6.2 Storage area at the Project site for the material.
6.3 Loading, unloading and transportation of material from the Project site to Supplier’s
warehouse at Jebel Ali free zone.
6.4 Cleaning of formwork material after each casting under Supplier’s supervision.
6.5 Provide all required access/gate passes for Supplier’s personnel.

7 Other Conditions:

7.1 This Supply Agreement is subject to Employer’s approval of Supplier to undertake

the Supply Works on the Project. In case of non-approval by Employer, this Supply
Agreement shall be null and void and shall not give any rise to any liability
howsoever on Contractor’s part.
7.2 Supplier agrees that it is its responsibility and obligation to plan, coordinate and
sequence the Supply Works in line with Contractor’s Project program requirements as
amended from time to time and the actual Supply Works progress. Supplier shall not
be entitled to any variation or compensation in relation with the above, including any
modification, alteration and revision of its program to match the Project requirements.
7.3 Supplier agrees to assign its rights and obligations under this Supply Agreement to
Employer within seven days of issuance of written notice by Contractor. Supplier
hereby agrees to do so by way of novation agreement in a format to be provided by
Contractor at its sole discretion.
7.4 Any additional or substituted works to be performed pursuant to Contractor’s written
instruction (Variation Order) shall be evaluated on the basis of the Supply Works
Price stated in the Annexure 1 – Schedule of Rates. In the event the said Schedule of
Rates or the detailed Bill of Quantities approved by Contractor (pursuant to Clause 4
of this Supply Agreement) do not contain unit rates applicable to the variation,
Contractor and Supplier shall mutually agree to a suitable unit rate, however Supplier
shall submit all relevant supporting documents as requested by Contractor in order to
assess and finalize a suitable unit rate. In the event of disagreement in finalizing the
rates or until such time as rates or prices are agreed or fixed, Contractor may fix such
rates or prices as are, in its opinion, appropriate and notify Supplier accordingly, to
enable on-account payments to be included in Payment Certificates until the rate has
been finalized.
7.5 Supplier shall proceed with any works or changes as instructed by Contractor’s
representative and shall not use or rely upon Sub- Clause 7.4 as grounds for not
proceeding with any instructions given by Contractor, but shall obtain confirmation
from Contractor’s Head Office commercial department prior to proceeding with such
instructions, which will be thereafter valued by Contractor.
7.6 Supplier shall at all times abide by the Health, Safety & Environmental rules &
regulations of Employer and prevailing in the Emirate of Dubai.
7.7 Supplier agrees that Contractor shall be entitled to deduct from or set off against any
monies due to Supplier any sums which Supplier shall be liable to pay Contractor in
connection with this Supply Agreement or any other agreement.
7.8 Supplier represents and warrants that it is having a valid trade license and lawfully
registered and qualified to perform the Supply Works in the country of operations and
agrees that it, at its sole cost and expense, is responsible for ensuring such registration
and qualification is valid and continues in full force and effect throughout the
duration of the Supply Works.
7.9 Supplier is deemed to have examined all the Project requirements and obtained all
necessary information as to risks, contingencies and other circumstances which may
influence or affect the Supply Works and have priced for the same, fair wear and tear
excepted.
7.10 This Supply Agreement may not expressly contain complete information with respect
to the Supply Works and the Supplier having examined all the Project documents,
satisfied himself with respect to site requirements and having reasonable experience
in similar works shall carry-out all such works that are not mentioned herein but are
agreed upon or implied or required for successful performance and completion of
Supply Works.
7.11 A CD containing Conditions of Contract, all relevant Specifications & Drawings of
the Project is available at Contractor’s Head office for collection.
7.12 Supplier shall maintain all required personnel and vehicle insurances in execution of
the Supply Works as per the provision of the Contract and law of the UAE. Supplier
shall provide the professional indemnity insurance for the design and engineering of
the formwork system based on the regulatory provisions for the Project.
7.13 Any shortages and/or defects in the Supply Works shall be rectified immediately by
Supplier upon notification by Contractor.
7.14 Any costs incurred by Contractor resulting from delays in and/ or non-delivery by
Supplier of the site requests, or non-compliance by Supplier of the terms of this
Supply Agreement, shall be back-charged to Supplier’s account, including the extra
costs that may be incurred by Contractor in arranging supply of similar material from
 other Suppliers. The costs may include any charges incurred by Contractor resulting
from termination of this Supply Agreement.
7.15 In case any provision of this Supply Agreement, for any reason, be held invalid or
unenforceable in any respect, the invalidity or unenforceability will not in any way
vitiate this Supply Agreement affect any other provision of this Supply Agreement,
and this Supply Agreement will be construed as if the invalid or unenforceable
provision had not been included.
7.16 Any notices required to given under this Supply Agreement shall be in the English
Language which shall be the ruling language of this Supply Agreement.
7.17 This Supply Agreement constitutes the entire agreement along with Appendices and
Annexures between Supplier and Contractor in respect of the Supply Works and
supersedes any prior representations and understandings prior to the date of this
Supply Agreement. There are no other promises, conditions, agreements,
understandings or other agreements, whether written or verbal, between Contractor
and Supplier in relation to the Supply Works.

8 Governing Law – Settlement of Disputes

8.1 This Supply Agreement is governed by the laws of Dubai, UAE. Supplier shall comply with
all of the laws, regulations and orders of the Emirate of Dubai and the U.A.E. in the
performance of the Supply Agreement. Such laws include without limitation any law
(national, state, municipal, local or other), requirement, ordinance, rule, decree, regulation
or order of any governmental authority or agency of the Emirate of Dubai or the U.A.E.
(state, national, municipal, local or other).

8.2 All differences or disputes arising out of or in connection with the Supply Agreement shall
be notified and resolved in accordance with the following:
i. Supplier shall continue to proceed with the execution of the Supply Works with
due diligence, irrespective of differences, dispute or questions between Contractor
and Supplier arising out of or in connection with the Supply Agreement and of the
steps taken in order to attempt to resolve the same as hereafter described.
ii. Contractor’s and Supplier’s representatives shall try to settle any dispute arising
under or in relation to this Supply Agreement amicably, at Project site level.
iii. In the event the difference, dispute or question between Contractor and Supplier
arising out of or in connection with the Supply Agreement (whether before or after
completion of the Supply Works and whether before or after termination,
abandonment or breach of the Supply Agreement) cannot be resolved amicably
between Contractor and Supplier at the Project site level, Contractor and Supplier
shall set a date for meeting at appropriate levels, through representatives not
directly involved in the performance of the Supply Works, in order to attempt to
resolve the same by amicable agreement within sixty (60) days from date of
notification of either party.
iv. All disputes arising out of or in connection with the Supply Agreement shall be
finally resolved under the Rules of Arbitration of the Dubai International
Arbitration Centre (DIAC) by one or more arbitrators appointed in accordance
with the said Rules. The seat of arbitration shall be Dubai, United Arab Emirates.
The Arbitration award shall be final and binding between Contractor and Supplier.
 9 Force Majeure
Any delay or failure in the performance of the respective obligations by either Contractor or
Supplier (individually known as “party” and collectively known as “parties”) shall be excused
if and to the extent caused by the occurrence of a Force Majeure. In this Supply Agreement,
Force Majeure shall mean an exceptional event or circumstance:
a. which is beyond a party’s control; and
b. which such party could not reasonably have provided against before entering into the
Contract; and
c. which, having arisen, such party could not reasonably have avoided or overcome; and
d. which is not substantially attributable to the other party.

For purposes of this Supply Agreement, Force Majeure shall mean the exceptional events or
circumstances listed below, provided that conditions (a) to (d) above are satisfied:
(i) war, terrorism, riot, commotion or disorder in the Emirate of Dubai; or
(ii) munitions of war, explosive materials, ionizing radiation or contamination by radio-
activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear
fuel, radio-active toxic explosives or other hazardous properties of any explosive nuclear
assembly or nuclear components thereof except as may be attributable to Supplier’s use
of such munitions, explosive materials, radiation or radio activity.

In such case the affected party shall notify the other party of the Force Majeure event and
neither party shall be liable for delays or additional expenses incurred by either party.  For
clarity Force Majeure shall not include financial distress of either Contractor or Supplier and
late provision of Supply Works. In the event of any dispute, the party claiming to be affected
by Force Majeure shall bear the burden of proving that it is so affected and shall:

9.1 Notify the other party of the Force Majeure event within 48 hours of occurrence and its
impact on performance under this Supply Agreement; and
9.2 Use best efforts to resolve any issues resulting from the Force Majeure event and perform
its obligations hereunder.

10 Termination:
Contractor shall have the right to terminate this Supply Agreement if Supplier:
10.1 fails to execute the Supply Works or to perform its other obligations in accordance with
the Supply Agreement after being required in writing with a notice of 10 Calendar days
by Contractor; or
10.2 fails to proceed with the Supply Works with due diligence within 10 Calendar days after
being instructed in writing by Contractor; or
10.3 refuse or neglect to remove, replace or make good defective material after being directed
in writing with a notice of 10 Calendar days by Contractor; or
10.4 commits an act of bankruptcy or enter into a deed of arrangement with its creditors or
being a company go into liquidation; or
10.5 fails to perform and execute the Supply Works for 10 Calendar days or more due to Force
Majeure event.
 This Supply Agreement becomes valid and binding on the parties upon its signature by the
authorized representative of each party below.

Yours faithfully,
For TARGET Engineering Construction Co. (L.L.C)

Chaouci Yassine
Chief Executive Officer Accepted by:
DOKA Emirates L.L.C
Authorized signatory

Name:

Title:

Date:

Documents (Enclosed)

1. Supply Agreement and Annexures (Hardcopy)

1.1 Annexure 1 – Schedule of Rates
1.2 Annexure 2 – List of Drawings:
1.3 Annexure 3 – List of Specifications:
2. Appendices (Soft copy – Enclosed CD)
2.1 Appendix 1 - Drawings
2.2 Appendix 2 - Specifications