Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698835197872.pdf (Sierra Leone)
COF Ls+ Government of the Republic of Sierra Leone Port Elizabeth ll Upgrading Project Engineering, Procurement and Construction Contract a 2 r",r a ( ( CONTRACT No: 1 29th November,2017 Xiangtan, China Definitions listed alphabetically t.t.3.t t.1.32 L l,t.l l. t.t 2 Base Dste Commencement Datc 1.t.6.5 l.t.4.5 Laws Local Currency Conllact L t .5.3 Materials Contract Ageement t.t.2.t Party l t.l.4.
t Contract Pric€ r, r .3.8 Performance Certifi catc 1.t.2.3 Contractor t.l.l.5 Performance Guarantees l.l.6.t Contractor's Documents t.1.6.6 Performance Security l. t .5.t Contractor's Equipment I .1.5.4 Pe.manent Works t.t.2.7 Contractor's Personnel l. t.5.5 Plant r.1.2.5 Conlractor's ReprEsentative 1.1.4.6 Provisional Sum 1.1.4.2 Cost Lt.l.5 Schedule of Payments t.1.6.2 Country I. t.5.6 Section t.1.2.9 DAB 1.1.3.9 Day 1.1.6.7 Site Lt.4.8 Slatement 1.1.3.7 Defects Notifi cation Period r.t.2.E Subconractor 1.1.2.2 Employer t.1.3.5 Taking-Over Certifi cate l. t.6.3 Employer's Equipment 1.t.2.6 Employer's Personnel l. t .5.7 t.l.l.4 'Iemporary Works Tender I .12.4 l.r.l.3 Employer's Representative 1.1.3.6 Tests after Completion Employer's Requirements t.t.3.4 Tests on Completion t.1.2.
t0 FIDIC | .1.3.3 Time for Completion 1.1.4.3 Final Statemcnt 1.1.6.8 Variation 1. t .6.4 Force Majeure 1.1.5.8 Works t.l.t.4 Foreign Currency r.1.3.9 Year 1.1.5.2 Goods l.l Definitions..... 1.2 Interpretation... 1.3 Communications........ 1.4 Law and Language... 1.5 1.6 Conlract Agreement........................ 1.7 Assignment...... 1.8 Care and Supply olDocumenls.......... 1.9 Confidentiality.

I .10 Ernployer's Use ofcontractor's Docurnents.

l.l I Contractor's Use olEmployer's Documents.


l. l 2 Confi dential Details.................. l.l3 Compliance with Larrs............................ 2 The Employer... 2.1 Right ofAccess lothe Site.. 2.2 Permits, Liccnces orApprovals....... 2.3 Employer's Personne1.............. 2.4 Employer's FinancialArrangements............................. 4 Thc Contrac 2.7 Access Route... 3.

I The Employer'sRepresentative....... 3.2 Other Employer'sPersonnel............ 3.3 Delegated Persons.
3.4 lnstructions...... 3.5 Determinations 4.2 Perforrnance Security................. 4.3 Contractor's nepresentotiu"......... 4.4 Subconraclors 4.8 Safety Procedures............. 4-9 Quality Assurance......... 4.1 I Sufficiency ofthe Contract Price.. 4- I2 Avoidance of lnterference.......--.

4. l 3 Transport olCoods.....,.............. 4.

I 4 Contractor's Equiplnent............. 4.


I 5 Protection of the EnvironmenL.. 4 7 7 7 8 8 8 8 8 9 9 9 9 ............,.....9 ................ t0 t0 l0 ............1I 12 t2 t2 ......12 t3 ................................
I 3 t4 t4 .,.,14 l5 ........................ l5 ....16 l6 l6 r6 4.17 Employer's Equipment and Free-lssue Materia|......................................... l7 4.18 M ilestone Progress Reporls........ 4.19 Security oflhe S ite............... 4.20 Conhactor's Operations on Site 4.2 I Fossils............ 5 Design.. ....... t7 t8 l8 t8 t9 5.1 General Design Obligations 5.2 Conlraclor's Documen1s................ 5-J Contractor's Undertaking................... 5.4 Technical Standards and Regulations............ 5.6 As-Built Docunrents.
5.7 Operation and Maintenance Manua1s............................................................20 5.8 Design 8rror...........-.............
I t. t9 l9 20 20 ....20 20 2l 2t 2t 2t 2t 2t 22 22 22 22 22 23 ..............23 ..23 23 ................... 24 ................24 25 25 25 26 26 ?6 27 .........27 ?7 ............28 .........28 29 29 29 .29 30 6.1 Engagement of Staffand Labour..... 6.2 Rates of Wages and Conditions of Labour.....-.... 6.3 Persons in the Service o[Others............... 6.4 Labour Laws................ 6.5 Working Hours.. 6.6 Facilities for Staffand l-abour.
6.8 Contractor's Superirlendence................... 6.9 Contractor's Pcrsonnel 6.10 Records ofContractor's Personnel and Equipment.

6.1 I Disordcrly Conduct................. 7 Plent, Materials and Workmanship 7.

I Manner of Execution...................................... 7.2 1nspection............... 7.4 Rejection......... 7.6 Royalties.......... 8.1 Commencernenl of Works............. 8.2 Tirne for Comp1etion................... 8,3 Progranrnrc..............,....,.
8.4 Extension of Time for Completion 8.5 Delays Caused by Authorities... 8.6 Rate of Progress......................... 8.7 Delay Damages.

8.8 Suspension of Work.............................. 8.9 Consequences of Suspension.......... 8. l0 Payment for Plant and Materials in Event ofSuspension.. 8.1 I Prolonged Suspension............. 8.l2 Resumption of Work.... 9.
I Contractor's Ob1igations........................... 9-2 Delayed'fests 9.3 Retesting........ l0.l Taking Over ofthe Works and Sections.. 10.2 Taking Over of Parts of the Works ..................1 I I l.l Completion of Outstanding Work and Remedying Defects..

I 1.2 Cost of Remedying Defects.

I 1.3 Failure to Remedy Defects....

I I .4 Removal of Defective Work.

I 1.5 Further'fests................

I 1.7 Contractor to Search..

I 1.8 Performance Certificate I 1.9 Unfulfi lled Ob1igations.................
I l. l0 Clearance of Site..................... I2.l Right 10 Vary........ 12.2 Value 8ngineerin9........................................ 12.3 Variation Procedure...............

I 2.4 Payment in Applicable Currencies............... 12.5 Daywork........ 12.6 Adjustments for Changes in Legislation... 12.7 Adjustments for Changes in Costs............ l3 CoDtract Price and Payment................ 32 32 .......33 .......31 .......33 JJ JJ .........33 .........34 .

'......
'......

',,...34 34 34 35 35 .....35 36 36 I I I I 3.

I The Contract Price.......,............................

I 3.2 Advance Paynrent..................... 13.3 Application for Inlerim Payments I 3.4 Milestone Payments....

I 3.6 Delayed Payment........ 13.7 Statement at Completion 13.8 Application for Final Payment.... 13.9 Discharge.

I 3. l0 Final Payrnen1................. 1 3.


I I Cessation of Employer's Liabi1ity................ ..........36 36 ....................-...........36 36 ............37 37 37 .

.. .

.

...... ..3 8 ...................... l8 ........38 Jd l4.l Noticc to Corrcct.--.- "" "".'.""

'39 14.5 Employer's Enlitlement to TeflniDation.

l5.l Contractor's Entitlemenl to Suspend Work.................. 15.2 Termination by Contractor... 15.3 Cessation of Work and Removal olContractor's Equipmenl....
I 5.4 Payment on Termination....... l6 Risk and Responsibili l6.l lndemnities... 16.2 Contractor's Care of the Works...

I 6.3 Employer's Risks..........................

I 6.4 Consequences of Employer's Risks.......... 16.5 lntellectual and lndustrial Propelty Rights...... 16.6 Limitation of L iab ility.............. 4t 4t 4l .42 42 42 42 43 47 43 44 44 17.I General Requiremens for lnsurance......-.......-.--...-................--...........-...-...
45 17.2 Insurance for Works and Contraclor's Equipment........-.-...................-......-46 17.3 Insurance against Injury to Persons and Damage to Propeny.....--.............-47 17.4 Insurance for Contractor's Personnel-.-..----..----....-.-....-- ....---..-.........----.----..47 ..,.,.,............,..........

48 18 Force Majeure l8.l Definition of Force Majeure......... 18.2 Notice of Force Majeure........-.
I 8.3 Duty to Minimise De|ay.........,...... 18.4 Consequences of Force Majeure.. 18.5 Force Majeure Affecting Subcont I 8.6 Optional Termination, Payment and Release............... 18.7 Release fmm Perfomance under the Law................... l9 Claims, Disputes and Arbitratioo 48 48 48 49 49 49 50 50 1 9, I Contractor's Claims.
19.2 Appointment ofthe Dispute Adjudication Board..........-.-.-.-,-....-....,.....51 19.3 Failure to Agree Dispute Adjudication Board.....-..-..-.. ......,..................-.-...52 19.4 Obtaining Dispute Adjudication Board's Decision.....................................52 I 9.5 Amicable Sen1ement............................ 53 19.6 Arbitation..... ........................--.......53 19.7 Failure to Comply widl Dispute Adjudicalion Board's Decision...............53 19.8 Expiry of Dispute Adjudication Board's Appoint nent...............................54 .........,.........-....,...54 50 Part 3 Partlcular Conditions of the Contract .................
I .

I Form, Scope and Content of EPC for the Proj ect................ l.2construction Period and Quality..... 1.3 Requircmens for Suwey and Design L4 Contractor's Liability for Default.

1.6 Conract Price and Payment............ 1.7 Defect Remedying............. 1.8 Customs Clearance Responsibility.
54 55 .............................56 57 .58 ................,... 60 ................................61 .61 I I I Part I Contract Agreement for Engineering, Procurement and Construction This Contract made on 8rr March,2017, by and between; PARTIES (l) NATIONAL PORT DEvELOPMENT (SL) LTDNPD),an entity duly established and validly existing underlhe laws ofthe Republic ofSiena Leone as the employer (the "Employer').
(2) The group formed jointly by the following entities, as the contractor (the "Contr8ctor'): a. Tidfore Hervv Eouipmenl Group Co.. Ltd., a limiled liability company duly established and validly existing under the laws of the People's Republic of China ('PRC") as the leader ofthe group (the'Group Leader"), b. Chins lntecritv lnternatio al OceaneeriDs.
Co.. Ltd., a subsidiary 100% ormed by the Consortium Leader duly established and validly existing under the larvs of PRC, having its principal place ofbusiness at #i, Haichuan Road, Qingdao, Shandong Province, PRC, c Tidfore (Tiani tn ) Oceaneeri]ls Eouirrment Co,.

Ltd.. a company duly establishcd and validly existing under the larvs of PRC, having its principal place of business at Room i028.

Building No.l, Harbor Economic Area, Binhai New District, Tianjin.
PRC, and d. Tianiin Jinhaq Intetoalional Trade Co., Ltd., a conl pany duly established and validly existing under the laws of PRC, having its principal place of business at Room 610, Building No-3, Rong Qing Yuan, 7t Qing He Avenue, Heping District, Tianjin, PRC.

Each of a, b, c and d aboye shall be referred to as a "Group Member', and together, the 'Group Members'.
RECITALS (A) The Govemment of the Republic of Sierra Leone ('GOSL'), tbe Contractor and other parties entered into a framework agreement dated March 25, 20l5 regarding the desigrr, build.

construction of thc works necessary for the expansion project ofPort Elizabeth Il in Freetown Port, the Republic ofSiera Leone.
(B) The Employer desires that the engineering, procurement and construction of the Works for the expansion project of Pon Elizabeth ll should bc executed by the Contractor and has accepted the Contractor's proposal for such engineering, procurement and construction ofthe Works and the renredying ofany defects therein.
The Employer and the Contractor, aftcr friendly consultations regarding the engineering, procurement and construction (EPC') for the expansion project of Port Elizabeth ll in Freetown Port, the Republic of Sierra Leone, including the survey, design, procurement and construction thereof, hereby agree as follows: I. Overview of the Project The name ofproject shall be the expansion project ofPort Elizabeth ll in Freetown Port, the Republic ofSierra Leone (the "Projecf').
Location o[the Project shall be in Freetown, the Republic ofSierra Leone.

According to Sub-Clause l. 1.2 of the Particular Conditions, the scope of EPC for the Project to be comPleted by the Contractor under this Contract shall be all works essential for the survey, design.
construction, commissioning, hial run, performance test, acceptance and the warranty liability within the Defects Notification Period of the Project as prescribed alld required by the relevant tenns of this Contnct as well as the other works that shall be completed as required hereunder (collectively "EPC Work Scope").

Il.
Il.

Total Contract Price According to Sub-Clause 1.6 of the Particular Conditions, the total Contract Price for lhc Contractor to complete the gpC Works Scope hereunder shall be US$708,295,101 (Say: United SBtes Dollars SeYer Hundred and Eight Million Two Hundred N'rnery-Five Thousand One Hundred and One ), I I : I I Ul.
Quality Standard for Works The Contractor shall complete the Works for the Project accordir)g to the requirements set forth in Appendix V (Technical Standords ond Quolity Assurance S],rrerr) hereto.

lV.
lV.

Contract Documents The follolying documents shall be deemed to form and be read and construed as part ofthis Contract which for the puposes of interpr€tation, the priority ofthe documents shall be in sequence provided: l. The summary and agreement of amendments agrced upon by the parties through consultations in relation to lhis Contract; 2. this Contract Agreement; 3- PanicularConditions; 4.

General Conditionsl 5.

Employer's Requirements; 6.

Appendixes to this Contract; 7.

Drawings; and 8.


Other documents forming the contract documents as agreed by the parties.

V. Defioed Terms In this Contmct words and expressions shall have the same meanings as are respectively assigned to them in the Conditions ofContract hereinafter refened to, unless the context requires otherwise.

VI.

Effectiveness This Conhact is signed on this 8d day ofMarch, 2017 in London, the United Kingdom.
This Contract shall not become effective unless: l. The legal representatives of the Parties or their aulhorized agents have signed this Contract and affixed their official seals (ifany) thereupon; and 2.

The Employer has duly executed a loan agreement for this Project rvith the relevant financing bank(s).

VIl.
Joinl and Several Liabitities The Contractor constitutes (under applicable Laws) an unincorporated grouping of four persons and, notwithstanding whether or not the Contractor constitutes under appticable Laws a joint venture, consortium or olher unincorporated gouping of four persons, the Parties agree thal: l. each of the Croup Members shall be jointly and severally liable to the Employer for the performance, obligations and liabilities ofthe Contractor under the Contract; 2. the Employer may, at its election, take action agains!
or release or compromise the liability of the Group Leader or any Croup Member, or grant time or other indulgence, without affecting the liability of any other Group Member: 3. the Group Leader shall have authority to bind the Contractor and each of the Group Member; and 4. the Contmctor shall not alter its composition or legal status without the prior conscnt ofthe Employer.
This Contract is made in quadruplicate, includirg two originals and two duplicates, with each Party holding one original and one duplicate.

Employer National Pon Development (SL) Ltd Domicile: l8 Charlotte Street, Freetown, Sierra Leone Legal Representative: David Ben Lulu Authorized Agent: Ministry of Finance and Economic Development ofthe Republic ofSiera Leone Tel: Fax: Bank: Account No.

Tax File No.
Tax File No.

Postcode: Conraclor: Tidfore Heavy Equipment Group Co., Ltd Domicile: 6 Benchi Road, Jiuhua Eco-Tech Deyelopment Zo[e, Xiangtan, Hunan, P-R.China Legal Representative: Zhang Yong Authorized Agenu Tidforc Heavy Equipment Group Co., Ltd Tel: (+86f3 l -5283 721 6 Fax (+86)731-52837294 Bank: Account No.

Tax File No.
Tax File No.

Postcode: .l Part 2 General Conditions I General Provisions t.l Definitions l.t.t The Conhact ln the Conditions of Conlract ("these Conditions"), which include Particular Conditions and these Ceneral Cooditions, the lollowing words and expressions shall have the meanings stated.

Words indicating persons or parties include corporations and other legal entities, except where the context requires otherwise.
l.t.t.t l.l.l.2 L l.l.3 l.l.t.4 l. t. t.5 "Contract" nreans lhe Contract Agreement these Conditions, the Employer's Requiremeots, the Tender.

and the funher documents (if any) which are listed in the Contract Agreements.

*Contract Agreement" nreans the contract agreement referred to in Sub-Clause 1,6 [Controct lgreearenr/, including any annexcd memoranda.
"Employer's Requiremcnts" mealls Appendix A, as included in the Contract, and any additions and modifications to such document itr accordance with the Contract.

Such document specifies the puryose, scope, and/or design and/or other technical criteri4 for the Works.

"Defects Notlfication Period Bond" means the document issued in accordance with Sub-Clausc I.6.5 ofthe Particular Condilions.

"PerformaDce Cuarantres" and "Schedule of Paymertts" mean thc documenb so ramed (ifany), as included in the Contract.
1.1.2 Parties and Persons I .l .2.

I "Ps rty" means the Ernployer or rhe Contrador, as the context requires.

1.1.2.2 1. t.2.3 t.l.2.n l.l,2.5 t.1.2.6 'Employer" means the person named as enrployer in the Contract Agreement and the legal successors in title to this person.

"Controctor" means the person(s) named as contractor in the Contract Agreement and the legal successors in title to this peEon(s).
"Employer's Represent.tivc" meaos the percon named by the Employer in the Contract or appointed from time to time by the Employer under Sub-Clause 3.1 [The Enplol'er's ReprarenlatieeJ, who acts on behalf of the Employer.

"Contraclor's Reprcscntative" means the person or the subsidiary of Contractor named by the Contractor in the Contract or appoirted from time to lime by the Conlractor under Sub-Clause 4.3 [Conlrqctor's Repre$enlqlive], who acts on behalfofthe Conlractor.
"Employer's Personnel" nreans the Employer's Representative, lhe assistants referred to in Sub-Clause 3.2 [Other Enplol'er's Personnel]and all other staff, labour and olher employees of lhe Employer's Representativc' and any other p€rsouel notilied to the Conkactor, by the Employer or the Employer's Represe[tative, as EmPloyer's Personnel.
1.t.2.1 'Contractor's l'ersonnel- means the Contractor's Reprcscn(ative and all pelsonrel whom the Contraclor utilises on Site, who may include the staff, labour and other employees of the Contractor and ofeach Subcontractor: and l 1.t.2.8 t.1.2.9 any other personnel assisting the ContBctor in the execution ofthe Works.
"Subcortractor" nleans an), person named in tlre Contract as a subcontractor, or any person appointed as a subcontractor, for a pafi of the Worksi and the legal successors in title to each ofthese persons.

'DAB" nreans the person or three persons so named in the Contract, or other persoo(s) appointed under Sub-Clause 2O.2 [Aryointment of the Dispte Adjudicolion Boardl or Sub-Clause 20.3 [Foiln'e to Agree Dispute Adjudication Boardl.
1. t.2.10 "FIDIC" nreans the Federation Intemationale des lngenieurs-Conseils, the intemational federation oIconsulting engineers.

L t.3.

t t.1.3.2 I .

t.3.3 t.l.3.4 t.1.3.5 t.1.3.6 1.1.3.7 1. t.3.8 1.1.3.9 l. t.4.
t "B3se Date" means lhe date 28 days after the Employer confirms that the survey and design documents relatiog to the hydrologic condition of the Project delivered to the Employer by the Contractor (which has conducted such survey and design as entrusted by the Employer) as the basic condition and lhen notifies so to the Contraclor.

'Commencemcnt Dale" means the date notified under Sub-Clause 8.1 [Co,nn,etrcenenl of lhrks], unless otherwise defined in the Contract Agreement.
*Time for Complction" nreans the time for completing the Works or a Section (as the case nay be) under Sub-Clause 8.2 [Tinre for Complelion].

as stated in thc Particular Conditions (rvith any extension under Sub-Clause 8.4 [E\lensiofi of Tine .for Conry etion), calculated from the Commencement Date.
"Tests on Completion" nreans the tests before non-loaded combined commissioning which are specified in the Contract or agreed by both Parties or instructed as a Variation, and which are carried out under Clause 9I'lneirs on CoupletionJ betore the Works or a Section (as the case nray be) are taken over by the Employer.

'Taking-Over Ccrtificate" means a certificate issued under Clause l0 I Enplol'er's Ta*ing Over].
'Defects Notilication Period" means the period for notirying defects in the Worls or a Section (as the case may be) under Sub-Clause I I .l [Complelio,t of Outslonding ll/ork ond Renedfing Defectsl, as stated in Sub-Clause 1.7.'

of the Particular Conditions, calculated fi'om the date on which the Works or Section is completed as certified under Sub-Clause l0.l [Taking Over of the llorks and SeclionsJ.
"Performs[ce Certilicf,te- means the certificate issued under Sub'Clause I 1.9 [ P elbrmonce Cert il cot(J.

"day' means a calendar day, "months" means a calendar month and "year" means 365 days. '
Milestone Progress Node" means the specific time set tbnh in APpendix D. *Contrsct Price' nleans the agreed amount stated in the Particular CoDditions for the design, execution and completion of the Works and tbe remedying of any defects, and includes adjustments (if any) in accordance 5 1.r.3 Dates, Tests, Periods and Completion 1.1.4 Money and Payments with the Contract t.1.4.2 t. t.4.3 1.t.4.4 "Cost" means all expenditure reasonably incuned (or to be incured) by the Contractor, whethel on or otr the Site, including overhead and similar charges, but does not includc profit.
'Fhel Statement" means the statement defined in Sub-Clause l4.ll [Appl icotion for Final P aynenr J.

"Foreign Currency" means a curercy in which part (or all) of the Contract Price is payable, but not the Local Curency.

The foreign Currency in this Contract shall be United States Dollars, which shall the larvlul cunency in the United States from tiue to time.

1. t.4.5 "Local Currency" means the currency ofthe Country.
, t.1.4.6 'Ststement' means a statelnert submittcd by the Contractor as part of an application for payment under Clause 14 lcontract Price ond Prynenl].

t.t.5 Works and Goods t. | .5.1 | .

1.5.2 I .

t.5.3 r .1.5.4 t.t.5.5 1.1.5.6 I .

1.5.7 *Contractor's Equipment" rleans all apparatus, machinery, vehicles and other things required for the execution and completion of lhe Works and lhe remedying of any defects.
However, Contractor's Equipment excludes Temporary Works, Employer's Equipment (if any), Plant, Materials and any other things intended to fonn or forming part ofthe Pemranent Works.

"Goods" means Contractor's Equipment, Materials, Plant and Temporary Works, or any ofthem as appropriate.

"Materials" mcans things of all kinds (other thsn Plant) intended to form or forming part ofthe PermaneDl Works, including the supply-only materials (if any) to be supplied by the Conlractor under the Contract.
'Permanent Works" means the permanent works to be designed and executed by the Contractor under lhe Contmct.

"Plant" means the apparatus, machinery and vehicles intcnded to form or fonring part oflhe Permanent works.

"Scctior" means a part ofthe works specified in lhe Panicular Conditions as a Section.

'Tcmporary Works" means all temporary works of every kind (other than Contractor's Equipnlent) required on Site for the execution and completion of the Permancnt Works and the remedying ofany defects.
l.l.5.E 'Works' mean lhe Permalent Works and lhe Temporary Works, or either of them as apFopriate.

I .1.6 Other Dcfinilions 1.1.6.I (Coltractor's Documcnts" means the calculations, comPuter programs and other son\vare, drawings, manuals, models and other documents of a technical nature supplied by the Contractor under the Contract; as described in Sub-Clause 5.2 lConlractot"s Doctorrcnl$1.
t.1.6.2 1.t.6.3 "Coultry' means the country in which the Site (or most of it) is located, where the Permanent Works are to be executed, i.e.'

the Republic of Sierra Leone.

"Employer's Equipment" nleans the apparatus, machinery and vehicles (if any; nrade availible by lhc EmPloyer for lhe use of the Contractor in the 6 l.l .6.4 1.r.6.5 t. t.6.6 ],t.6.7 1.1.6.8 execution of the Works, as stated in the Employer's Requirements; but does not include Plant which has not been taken over by fte Employer.
oForce Majcure" is defined in Clause 19 fForce Mqjeure].

'[,!ws" means all national (or state) legislation, statutes.

ordinances and other laws, and regulations and by-laws of any legally constituted public authority.

; 'Performance Security" means thc sccurity (or securities, if any) under SulClause 4.2 [Petformonce SecurilvJ.
'Site" means the places where the Permanenl Works are to be executed and to which Plant and Materials arc to be dclivcred, and any olher places as may be specified in lhe Contract as forming pan of tlre Site or any places within the construction red line as designated by the Employer.

'Variation" means any charge to the Employer's Requirements or the Works, which is instructed or approved as a variation under Clause 13 fi'u'iations ond Adjtsl entsJ.
1.2 I nterpretation ln the Contract, except where the context requires otherwise: (a) (b) (c) (d) words indicating one gender include all genders; words indicating the singular also include the plural and rvords indicating the plural also include the sirtgular; provisions including the word "agree", "agreed" or "agreement" require the agreement to be recorded in writing.
and "rvrilten" or "in writiDg" means hand-written, type-written, printed or electronical mail, fax or scanned made, and resulting in a permanent record.

Th€ marginal rvords and other headings shall not be taken into consideration in the interpretation of these Conditions.
t.3 Communicalions Wherever these Conditions provide for the giving or issuing of approvals, certi{icates, consents, determinations, notices and reqnests, these communications shall be: (a) (b) i in writing and delivered by hand (against receiPt), sent by mail or courier, or transmitted using any ofthe agreed systems ofelecronic transmission (e.g., e-email) as agreed to by the Parties; and delivered.

sent or transnitted to lhe address for the recipienl's communications as stated in the Contract.
However: O (ii) ifthe recipient gives notice ofanother address, communications shall thereafter be delivered accordingly; and ifthe reciPient has not stated otherwise when requesting an approval or consent, it may be sent to the address ftonl which rhe request was issucd.

Approyals, certificates, consents and detemrinations shall not be unreasonably withheld or delayed.

1.4 Law and Language The Contract shall be govemed by English law.
1 If there are versions of any part of the Contract which are wrinen in morc than one language, the version which is in English shall prevail.

The language for communications shall be English.

If no language is stated there, the language for communications shall be the language in which the Contract (or most of it) is wriuen.

t.5 N/A 1.6 Contract Agreement The Contract shall come into full folce and effect on the date stated in the Contract Agreement.
The costs of stamp dutics and similar charges (if any) imposed by law in connection with entry into the Contract Agreement shall be borne by the Employer in Sierra Leone and by conlraclor in PRC, I 1.1 Assignment l.E Care and Supply of Documents t.9 Confidentiality I .10 Employer's Use of Confactor's Documents Neither Party shall assign the rvhole or any part of the Contract or any benefit or interest in or under the Contract.
However, either Party: (a) (b) may assign the whole or any pan with the prior agreement ofthe other Party, at the sole discretion ofsuch other Party, and may, as security in favour ofa bank or financial institution.

assign its right to any moneys due, or to become due, under the Contract.

Each of the Contractor's Docunrents shall be in the custody and care of the Documents Contractor, unless and until taken ovel by thc Employer.
Unless otherwise stated in the Contract, the Contractor shall supply to the Employer six copies of each of the Contractor's Documents.

The Contractor shall keep, on the Site, a copy of the Contract, publications named in the Employer's Requirenrents, the Contractor's Documelts, and Variations and other communications given under the Contract.

The Employer's Personnel shall have the righl ofaccess to all these documents at all rcasonable times.
If a Party becomes aware of an error or defect of a technical nature in a document which lvas prepared for use in executing the Works, the Party shall promptly give ootice to the other Party ofsuch enor or defect.

Subject to Sub{lauses 1.3.1 .2 ard 1.3.2.6 of the Panicular Conditions, both Partics shall tleat the details ofthe Contracl as priyate and coolidential, except to the extent necessary to carry out obligations under it or to comply with applicable Laws.
As between the Parties, the Contractor shall retain the copyright and other intellectual Contractor's Documents property rights in lhe Contractor's Documents and other design documeots made by (or on behalfof) thc Contractor.
The Contractor shall be deemed (b> signing tire Contract) to give to the Employer a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the Contractor's Documents, including making and using modifications of them solely forthe p$pose ofthe Project.
This licence shall: (a) (b) apply throughout the actual or intcnded working life (whichever is longer) ofthe relevant Parts ofthe works, entitle any person in proper possession ofthe releYant part ofthe works to copy, use and communicate the Contractor's Documents for the purposes of compleling, operating.

maintaining, altering.


adjusting, repairing and demolishing the Works' and ,l (c) in the case ofContractor's Docunrents which are in the form of computer programs and other software, permit their use on any computer on the Site and other places as envisaged by the Contract, including replaccments ofany conrputers supplied by th€ Contractor The Contractor's Documenls and other design documents made by (or ol behalf of) the Contractor shall not, wilhout the Contractor's consen!
be used, copied of communicated to a third party by (or on behalf of) the Employer for purposes other lhan those permitted under this Sub-Clause.

I t.l I Contractor's Use of Employer's Documents t.t2 Confidential Details I.I3 Compliance with Laws As between lhe Parties, the Employer shall retain the copyright and other Employer's intellectual property rights in the Employer's Requirements and other documents made by (or on behalf of) the Employer.
The Contractor may, at his cost, copy, use, and obtain conrmunication ofthese documents for the purposes ofthe Contract.

They shall no!

without the Employer's consert, be copied, used or communicated to a third pany by the Contractor, except as [eccssary for the purposes ofthe Contract, The Contractor shall not be required to disclose, to the Employer, any information which the Contractor described as being confidential.
The contractor shall disclose all the information tllat related to this contract includes and arrangement with any sub contractor, The Contractor shall, in performing the Contmct, comply with applicable Laws of Sierra Leone.
Unless othenyise stated in the Particular Conditions: (a) (b) the Employer shall have obuined (or shall obtain) thc planning, zoning or similar permission for the Permanent works, and any other permissions described in the Enrployer's Requirements as having been (or being) obtained by the Employer (details ofpermission see SubClause 2.2.1 in Parlicular Conditions); and the Employer shall indemniry and hold the Contractor harmless against and from the consequences ofany failure to do so; The financial cost will be cover by the contractor and the Contractor shall give all notices, pay all taxes, duties and fecs, and the Contractor shall and shall ensurc its relevant subsidiaries shall obtain all permits, licences and approvals, as required by the Laws in relation to lhe design, execution and completion ofthe Works and the remedying ofany defects; and the Contractor shall indemni!
and hold the Employer harmless against and from the consequences ofany failure to do so.
2 The Employer 2.t Righl ofAccess lo the Site The Employer shall giye the Conhactor right oF access to, and possession oi all the Site parts ofihe Site wkhln the time (or times) stated in the Particular Conditions' If, under ih" Cont u.t, the Emptoyer is required to Eive (to the Contractor) possession of any foundation, structure, plant or means of access, the EmPloyer shall do so in the time and manner stated in the Employer's Requirenrcflts.
HoweYer' the Enrployer may withhold any such right or possession until the Performance Security has bcen receiYed' lf no such timc is stated i[ the Particular Conditions' the Employer shall giYe the Contractor right of access to, and Possession of' the Site from the date uhen the Contractor starts survey and design ofthe Project.
If the Contractor suflers delay and/or incurs Cost as a result of a failure by the Employer to give any such right or possession within such time, the Contractor shall give notice to the Employer and shall be entitled subjecr to SuLclause 20.l [Contractor's Cldirns] to-.

(a) an extension oftime for any such delay, ifcompletion is or will be delayed.

under Sub-Clause E,4 [Extension ofTinefor ConpletionJ, IR+FH h **.

(b) payrnent ofany such Cost plus reasonable profit.
which shall be added to the Contract Price.

After receiving this notice, the Employer shall proceed in accordance wirh Sub.Clause 3.5 IDelerninolions] lo agree or detennine these matters.
2.2 Permits, Licences or Appmvals The Employer shall provide reasonable assistance to the Contractor at the request of the Contractor: (a) (b) by obtaining copies ofthe Lalvs ofthe Country which are releyant to the Contract but are not readily available, and for the Contractor's applications for any permiG, licences or approvals required by the Laws ofthe Country: (D (ii) (iii) which the Contractor is required to obtain under Sub-Clause l.l3 [Conrplitrnce vilh Lnts], for the deliyery of Goods, including clearance through custons.
and lor the expon ofContractor's Equipment when it is removed lrom the Site.
2.3 Employer's Personnel The Employer shall bc rcsponsible for ensuring that the Employer's Pcrsonnel and the Employer's other contractors on the Site: 2.4 Employer's Financial Arrangements 2.5 Employer's Claims (a) (b) co-operate with the CoDtractor's eflbrts under Sub-Clause 4.6 [Co-operotionJ, and take actions similar to those which the Contractor is required to take under sub-paragraphs (a), (b) and (c) ofSub-Clause 4.8 fSry'e4, P roceduras) arld under S u tsC lause 4.
I 8 fP rotection of lhe Environmen!].

The Employer shall submit, within 7 days aftcr receiving any request frorn the Contractor, reasonable evidence that financial arrangements have been made and are being maintained which will enable the Employer to pay the Contract Price (as estimated at that time) in accordance with Clause 14 [Contrqct Price and Payment].
If the Employer intends lo make any material change to his financial anangements, the Employer shall give notice to the Contmctor ryith detailed paniculars.

lfthe Employer considers himself to be entitled to any payment under any Clause ofthese Conditions or otherwise in conDection with the Contract, and/or to any extension of the DeFects Notification Period, he shall give notice and particulars to the Contractor.
However, notice is not required for payments due under Sub-Clause 4.19 [Electricily, Water ond Gasl, under Sub-Clause 4.20 [Employer's Eqtipment ond Free-lssue hlqteriall, or fo( other services request€d by the Contractor.

l0 2.6 Rights of way and Facilities 2.7 Access Route The notice shall be given as soon as practicable in 14 days aner rhe Employer became aware ofthe evcnl or circumstances giving rise to the claim.
If the Employer fails to give notice of a claim within such period of 14 days, the Employer shall no( be entilled to additional payment, and le Contractor shall be discharged trom all liability in connection with the claim.

Otherwise.

the followiog provisions ofthis Sub-Clause shall apply.
The particulars shall speci$ the Clause or other basis of the claim, and shall include substantiation ofthe amount ard/or cxtension to \,/hich thc Employer considcrs himself to be entitled in connection rvith the Contract.

The Employcr shall then proceed in accordance with Sub-Clause ).5 [Deten itlolionsJ to agree or determine the amount (if any) which the Employer is entitled to be paid by the Contractor The Employer may deduct this amount liom any moneys due, or to become due, to the Contractor.
The Employer shall only be entitled to set off against or make any deduction from an amount due to the Contractor, or to otherwise claim against the Contractor, in accordance with this Sub-Clause or with sub-paragraph (a) and/or (b) ofSub-Clause 14.6 [Milestone Pqvnents].
The Employer at its costs shall provide the Contractor with special and/or temporary rights-of-way which the Conractor may rcquire, including those for access to the Site- The Employer shall also obtain, at his risk and cost, any additional facilities outside the Site which the Conhactor may require for the purposes ofthe Works.

The Employer shall ensure that the suihbility and availability of access routes to the Sile meet the Contractor's criteria and are to the satisfaction of the Contraclor.
The Employer shall prev€nt any road or bridge liom being damaged by the Contmclor's traffic or by the Contractor's Personnel, and the Contractor shall use reasonable efforts to provide cooperation to the Employer in this regard.

These efforts shall include the proper use of appropriate vehicles and routes.
Except as otherwise stated in these Conditions: (a) (b) (c) (d) The Employer shall be responsible for any nlaintenance which may be required for thc use ofaccess routes; The Employer shall provide all necessary signs or directions along access routes, and shall obtain any permission which may be requircd from the relevant authorities for thc use ofroutes, signs and directions; The Contractor shall not be responsible for any claims which may arise fiom the use or otherwise ofany access route: The Contractor does not guarantee the suilability or availability of particular access routes; and [Et FJE e ** required by the Contractor, ofaccess routes shall be bome by the EmPloyer.
( e ) Costs due to non-suitability to non-availability.

For the use 3 The Employer's Administration 3.t The Employer's Representative The Employer may appoint an Employer's Represenlative to act.

on his behalf under the Contra"i. tn this eveni, he shall give noticc to the Contractor of the nanre, address, duties and authority ofrhe EmPloyer's RePresentative.
ll I 3.2 Other Employer's Personnel 3.3 Delegated Persons 3.4 lnstruclions 3.5 Deteminations The Employer's Representalive shall carry out the duties assigned to him, and shall exercise the authority delegated to him, by the Employer.

Unless and until the Employer notifies the Contractor otherwise.

the Employer's Representative shall be deemed to have the full authority ofrhe Employer under lhe Contract, except in respect of Clause 15 [Terninot ion bv EnployerJ.
Ifthe Employer wishes to replace any pe$on appointed as Employer's Representatiye, the Employer shall give the Contractor not less than 14 days' notice ofthe replacement's name, address, duties and authority, and ofthe date ofappointment.

The Employer or the Employer's Representative may fionr tine to time assign duties and delegate authority to assistants, and may also revoke such assignment or delegation.
These assistants may include a resident engineer, and/or indepsndent inspectors appointed to inspect and/or test items of Plant and/or Materials.

The assignment.

delegation or revocation shall not take effect until a copy of it has been received by thc Contractor.

Assistants shall be suitably qualified persons.


who are competent to carry out these duties and exercise this authority, and rvho are fluent in the language lor communications delrned in SuFClause 1.4 [Lov ond Lunguuge] All these persons, including the Enrployer's Representatiye and assistants, lo whom duties have been assigncd or authority has been delegated, shall only be authorised to issue instructions to the Contractor to the extent defined by the delegation.
Any approval, check, certificate, consent, examination, lnspection, instruction, notice, proposal, request, test, or similar act by a delegated person, in accordanc€ wilh the delegation, shall have the same effect as lhough the act had been an act ofthe Employer.

However: (a) (b) (c) unless otherwise stated in the delegated person's communication relating to such act, it shall not relieve the Conhactor from ary responsibility he has under the Contract, including responsibility for errors.

omissions.
omissions.

discrepancies and non-compliances; any failure to disapprove any work, Plant or Materials shall not constitutc approval, and shall therefore not prejudice the right olthe Employer to reject lhe worlq Plant or Materialsi and ifthe Contractor questions any determination or instruction ofa delegated person.

the Contractor may refer the matter to the Employer, who shall prornptly confirnl, reverse or vary the delennination or inshuction.
The Employer may issue to the Contractor instructions which may be necessary for the Contractor to perform his obligations under the Contract.

Each instruction shall be given in writing and shall state the obligations to which relates and the Sub-Clause (or other term of the Conlract) in which the obligations are sPecified.
If any such instuction constitutes a Variation, Clause l3 [l'ariotions and Adiustmenls] shall apply- The Contractor shall take instructions tiom the Employer, or from the Employer's Representative or an assistant to whom the appropiiate authority has been delegated under this Clause.

Whenever these Conditions provide lhat the Employer shall proceed in accordance with this Sub-Clause 3.5 to agree or determine any matter, the Employer shall consult with the Contraclor in an endeavour to reach agreement.
If agreement is not achieved' lhe Employer shall make a fair determination in accordance with the Contract, takirg due regard of all relevant circumstances.

t2 4 The Contractor 4.t Contractor's General Obligations 4.2 Performance Security : I i j : The Employer shall give notice to the Contnctor of each agreement or determination, with supporting particulars.
Each Party shall give effect to each agreement or determinalion, unless the Coutractor gives notice, to the Employer, of his dissatisfaction with a determination within 14 days of receiving it.

Eithcr Party nray then refer thc dispute to the DAB in accordance with Sub-Clause 20.4 [Obtaining Dispule A(ljudication Board's DecisionJ.

The Contractor shall design, execute and complete tbe Work in accordancc with the Contrac!

and shall remedy the defects in the Works caused by the Contractor.
Wheo completed, the Works shall be fil for the purposes for which the Works are intended as defrned in the Contract.

The Contractor shall provide the Plant and Contractor''s Documents specified in the Contract, and all Contractor's Personnel, Coods, consumables and other things and services, whether of a temporary or permanent nature, required in and for this design, execution, completion and remedying ofdefects caused by the Contractor.
The Contraclor shall be responsible for the a{equacy, stability and safety of all Site operations, ofall methods ofconstruction and ofhll the Works- The Contractor shall, whenever required by lhe Employer, submit details of the arrangemeots and methods which the Contractor proposes to adopt for the execution o[ the Works.

No significant alteration to these anangements and melhods shall be made without this having previously been notified to the Employer.
The Contractor shall obtain (at his cost) a Performance Security for proper performance.

in the amount and currencies stated in the Particular Conditions Sub-Clause 1.6.5. lf an amount is not slated in the Particular Conditior$, this Sub-Clause shall not apply.

The Contractor shall deliver the Perlonnance Security (o the Employer within 28 days after this Contract becomes effective.
The Performance Security shall be issued by an entity or bank and from within a country (or other jurisdiction) approved by the Employer, and shall be in the form annexed to the Particular Conditions or in another form approved by the Employer.

The Contractor shall ensure that the Perlbmrance Security is valid and enforceable until the Contractor has executed and completed the Works and remedied any defects.
If the temrs of the Performance Security specifo its expiry date, and the Contractor has not become entitled to receive the Taking-Over Certificate by the date 28 days Prior to the expiry date, the Contractor shall extend the validity of the Performance Security until the Works haYe been completed.
The Employer shall not make a claim under the Performance Security, except for amounts to which the Employer is entitled under the Contract in the event ol (a) (b) (c) failure by the Contractor to extend the validity ofthe Performanc€ Security as described in the preceding paragraph, in which event the Employer may claim the full amount ofthe Performance Security, failure by the Contractor to Pay the EmPloyer an amount due, as either agreed by the Contractor or det€nnined under Sub-Clause 2.5 IEmplol,er's Clairns/ or Clause 201C7aiDts' Disputes qnd Arbilralionl.
within 42 days aftcr this agrcement or determinatioo' failure by the Contractor to remedy a default within 42 days after receiving the Employer's nolice requiring lhe default to be remedied' or tl 4.3 Contractor's Representative (d) circumstances which entitle the Employer to termination under Sub-Clause 15.2 rfermination by Employer], irrespective ofwhether notice oftenllination has been given.
The Employer shall indemnifo and hold rhe Contractor harmless against and liom all darnages, losses and expenses (including legal fees ard expenses) resultirrg ftom a claim under the Perfomrance Security to the extent to which the Employer was not entitled lo make the claim.
The Employer shall return the Performalce Security to the Contractor within 3 days after the Contractor: (a) (b) has received the Taking-Over Certificate, and; has provided Delects Notification Period Bond under Particular Conditions Sub-Clause 1.6.5.

The Conractor shall appoint the Contractor's Representatiye and shall give him all aulhority necessary to act on the Contractor's behalf under the Contract.
Unless the Conhactor''s Representative is named in the Contract, the Contractor shall, p or to the Commenccmcnt Date, subnrit to the Employer for consent the name and particulars of the penon the Contractor proposes to appoint as Contractor's Representative.

lfconsenl is withheld or subsequently revoked, or ifthe appointed person fails to act as Contractor's Representative.

the Contmclor shall similarly submit the narne and particulars ofanother suitable person tbr such appointment.
The Contmctor shall not, without the prior consent of the Employer, reyoke the appointment ofthe Contractor's Representative or appoint a replaccment.

The Contractor's Representative shall, on behalf of the Confactor.

receive instructions under Sub-Clausc 3.

4 [ I ns truct i ons].

The Conractor's Representative may delcgate any powers, functions and aulhority to any competent person, and may at any tiure reyoke the delegation.
Any delegation or revocation shall not take elTect until the Dnployer has received prior notice signed by the Cofltractor's Representative.

naming the pcrson and specirying the powers, furlctions and aulhority being delegaled or revoked.

The Contractor's Representative and all these persons shall be fluent in the language for communications defined in Sub-Clause 1.4 [Lmv ond Language].

4.4 Subcontractors The Contractor shall not subcontract the whole ofthe works.
The Contractor shall be responsible for the acts or defaults of any Subcontractor, his agents or employees, as i[ lhey were (he acls or defaults of the Contractor.
Where specified in (he Particular Conditions, the Contractor shall give the Employer not less than 28 days' notice of: the intended appointment ofthe Subcontractor, with detailed paniculars which shall include his relevanl experience, the intended commencement ofthe Subcontractor's work, and the intended commencement ofthe Subcontractor's work on the Site.

(a) (b) (c) N/A The Cortractor shall.


as specified in the ContEct or as insFucted by the Employer, allow appropriate opponunities for carrying out work to: 4.5 4.6 Ccoperdtion the Employer's Personnel, t4 (a) (b) (c) any other contrdctorc employed by the Enrployer, and the personnel ofany legally constituted public authorities, who may be employed in the execution on or near the Site ofany work not included in the Contract.
Any such instruction shall constitule a Variation if and to the extent that it causes the Contractor to incur Cost in an amoult rvhich was not reasonably foreseeable by an experienced contractor by the date for submission of the Tender.

Services for these personnel and other contractors may include the use of Contractor's Equipment, Temporary Works or access arrangements which are the responsibility ofthe Contractor.
The Contractor shall be responsible for his construction activities on the Site, and shall co-ordinate his own activities with those of other contractors to the extent (if any) specified in the Employer's Requiremenls.

ll under the Contract, the Ernployer is required to give to the Contractor possession of any foundation, struclure.
plant or means of access in accordance rvith Contractor's Documents, lhe Contractor shall submit such documents to the Employer in the time and manner slaled in the Ernployer's llcquiremerts.

The Contractor shall set out the Works in relation lo original, points, Iines and levels of reference specified in the Contract.

The Contractor shall be responsible for the conect positioning ofall parts ofthe Works, and shall rectify any error in the positions, levels, dimensions or alignment of the Works.

I !
I !

I 4.7 Setting Out 4.8 Safety Procedures Tbe Contractor shall: (a) (b) (c) (d) cornply with allapplicable safety regulations.
take care for the safety ofall the Contractor's Personnel entitled to be on the Site, persons other tlran Contractor's Personnel entitled to be on the Site shall comply with the on-Site safety rules and be responsible for his respective safety, use reasonable efforts to keep the Site and Works clear ofunnecessary obstruclion so as lo avoid danger to these persons, and provide fe[cing and lighting ofthc Works until comPletion and taking over underClause l0 [Enployer's Toking Over].
The Contractor shall institute a quality assurance system to detnonsrate comPliance with the requirements ofthe Contract.

The systenr shall be in accordance wilh the details stated in the Contracl The Employer shall be entirled to audil any aspect ofthe syslem.

Details of all procedures and compliance documents shall be submitted to the Employer for information before each design and execution stage is commenced.
When any document of a technical nature is issued to the EmPloyer, evidence of the prior approval by the Contactor himselfshall be apparent on the document itself.

Compliance with the quality assurance system (App€ndix E)shall not relieve the Contraclor ofany ofhis duties, obligations or responsibilities under the Contract.
The Employer shall have made available to the Contractor for his information, prior to the gase Oate, att relevant data in the Employer's Possession on subsurface and hydrological conditions at the Site, including environntentat aspects.

The Employer shall similarly make available to the contractor all such data rvhich come into the EmPloyer's Possession after the Base Date.
4.9 Quality Assurance 4.t0 Site Data t5 4.tr SufTiciency ofthe Confi-dct Price 4.t2 Avoidance of Intcrference 4.t3 Transpon of Goods The Contractor shall be responsible for veriSing and interpreting all such dara (s€e Appendix x).

After veriling such data, the Contractor shall be responsible for the accuracy, sufTiciency and completeness of such data.
The Employer shall have no responsibility for the accuracy, sufficiency or compleleness of such data which is verified and interpreted by the Contractor, except as stated in Sub-Clause 5.1 fGenerol Design ResponsibilitiesJ.

The Contractor shall be deemed to have satisfied himself as to the correctness and Sufficiency oflhe sufliciency oIthe Contmct Price.
Unless otherwise stated irt the Contract, the Contract Price covers all the Contractor's obligations under the Contract and all thiDgs necessary for the proper design, execution and completion ofthe Works and the renredying ofany defects caused by the Contractor.

Upon notification to the Contractor by the Employer, the Contractor shall not interfere unnecessarily or improperly with: (a) the convenience ofthe public.
or (b) the access to and use and occupation of all roads and footpaths, irrespective of whether lhey are public or in the possession ofthe Employer or ofothers.
Unless otherwise staaed in thc Parlicular Conditions: (a) lhe Contractor shall give the Employer not less lhan 2l days' nolice of Ihe date on which any Plant or a major item ofother Goods will be deliYered to the Site: lhe Contractor shall be responsible for packing, loading, transporting, receiving, unloading, storing and protecting all Goods and other things required tbr the worksl and the Contractor shall indemniff and hold the Employer harmless against and from all damages.
losses and expenses (including legal fees and expenses) resulting fronr the transport ofGoods, and shall negotiate and pay all clairns arising from Oeir transport.

(b) (c) 4.14 Contraclor's Equipment 4. t5 Protection of the Environment 4.t6 Electricity, Water and Cas The Contractor shall bc responsible for all Contractor's Equipment.

Wher brought on to the Site, Contraclor's Equipment shall be deemed to b€ exclusively intended for the execution ofthe Works.
The Contractor shall take all reasonable steps according to lhe Employer's instructions to protect the environment (both on and off the Site) and to limit damage and nuisance to people and property resulting from pollution, noise and other results ofhis operations.

The Contractor shall ensure that emissions, surface discharges and effluent from the Contractor's activities shall not excecd the Yalues indicated in the EmPloyer's Requiremcnts, and shall not exceed the values prescribed by applicable Laws.
The Contractor shall, except as slated below, be responsible for the provision ofall porver' water and olher serviccs he may lequire.

The Conlractor shall be entitled to use for the purposes of the works such supplies of electricity, water, gas and other services as may be available oD the Site and of whiclr details and prices are given in the Employer's RequiremenG.
The Contractor shall, at his risk and cost, providi any apParatus necessary for his use of these services and for measuring the quantities consumed.
t6 LI :sleysrehl saldo3 (a) -lo soluJulla1 pue sllnser lsel'sluoun3op aluunssP llpaudnbg puD Puuosrad ^lllsnbJo s,.to7tot1uo;;!o sp.roraul 0l'9 esnclJ-qns ul paqlrJsap sllgl3p eql aJnpEJnuDutJo luauaJuaultuoJ (nl) :ells eql lE l?^uls ptte luaurdlqs (ttD pue.flsal (tD 'suoqradsul s.rolJPJluo3 o Jo salep paFadxa lo Fnlle oql pur 'sserSo.rd aaeluellad 'uolle3ol elnltEJnuBu 'le.lnlreJnusut el+Jo auEu aqt 'sl8lJelEhl pus lueld Jo uell tllDu qJBaJo aJnlJeJnuBul aql loJ (p) (3) aql uo ssa:6ord 3o pue etnlouJnuButo snl4s arll Sull\olls sqdsrSoloqd (q) :uoDgJado Islq pue 8u-ruolss!urtuoc 'Euttsol 'uollcala 'uo!lc Fnoc'atlS ol &a^!lep'aJnlleJnueur lusurarnJoJd'stueunsoo s,.lolaDl1uo3'u8tsap 3o aEels qcea tugpnltrur 'ssarSordjo suoudl.rcsap pal1e1ap puu speqo (e) :ollS :apnlcut 1leqs godar qcug 'qroy'A er{l JoJ atzcUrpa3.la,r6-6u11e1 aqt ul palEls atpp uoJlalduoo aql le tulpuelslno eq ol u^rool s!
qlq^r Vo^r 11e patagduoc sBq JoltprtuoJ aql lllun anupuoc lluqs Sulpodax otuaq (alnpaqos 1uaufiz.1 pue uBId .uolsalln) q xtpuaddy rapun quoJ las cpoN ssarSo.U auo$all4 orp ol Sulprof,Je saldoo xts ut ra(o1dur3 eql ol p?lllurqns pue rolae.rluoJ aqt ,(q pa.reda.rd eq 1leqs slrodar ssarSold auotsalt6l 'uoglcadsug lens!^ B tuo{ luenddc lou llneJep io lcaJop 'eiepoqs Fue roj (1rpqerljo ra,{o;dug eq1 e^t!lo.r tou llpqs lorluoc pue i(polsna 'a.lp3 'uollJodsur Jo suolleEllqo s.rolcsrluoC aql Jolcs.lluoC aql Jo loJ:luoc puE ,{polsna 'aJEJ aqt rapun auoc JlEqs slsuatBu enssr-aa{ oru 'uorlcedsul lEnsr^ slql iaUV 'llnsJap Jo lr.J3p'a8woqs poullou aql ,gurar ,(laprperuur llprls je,(oldru3 aql 'selued qloq (q paarte asl,ruaqto ssalun 'slelraleu aseq) ur llnpCap ro liaJap 'aiepoqs ,(ue;o :a,fu1dru3 .ql ol ecpou aa13 ,(pduord lluqs puu 'trcqr leadsul ,(;;ens1,r uaql llDrls roloBrtuoC aql 'lcsrluoc aql ul pagrcads ecu;d pue aull eql te slElretetu csaql ap!^ord 'lso, pu?
ls|l sJq lB '11uqs ra,(oldurg etLL sluaLucrrnbeX s,]e,(o1dtu3 aqt ul palets sllelop eql qt!^r aruEprorcB ur (^uB Jr) ..slerralpu 3nss!-ee{.. eqt 'efusqr Jo ea{ ',{lddns llEqs J.,(oldug eql spodag ssar8ord euolsal l^l 8t', '.loIoldurA aqt ol slunoue asoql (ed 1luqs rolce.rluoS aq1 [suorlouturJrraO/ g e esnEl3-qns pue [suuo13 s,o,to1d!/, S a csnel]-qns qt!/$ arusprorcE u!
pauruualap ro paer8e aq llsqs luaudrnb3 s.JeXoldtuAJoesnaqlroJ (saolrd palEts rl3ns le) enp slunourB eqt pue sallrluunb ateudordde aq1 'l!Jo lorluoc Jo uorssassod ur .ro lr ?urtcarlp 'tl 8u!^up 'l!

SulleJado s!
SulleJado s!

lauuosrad s.rolrEJtuo3 aqt3o,(ue 1s;rq,n luatudqnbg s.:a,(o1dur3 jo ue qJs3 roJ alqrsuodsa.r aq 11uqs:ol.elluo] eql (q) (E) leql ld$xa'lueudlnbg s..ra,{o1dur3 a$ ioJ alqlsuodser aq 11uqs ra,(oldrug agl :sluetuurnbaX s,re,(o1dug aql ur palPts as!,{ueqlo ssalun quaurarrnbal s.reFoldurg eql ut palBls seclid pu?

sluetua8ueJJp 'sl!e1ep e$ tll^l ecuepJoJcE ut slrofi\ arllJo uotlntraxa eql ut Jol3prluoJ eqt Jo esn eql roJ elqellB^s (,(uE J!)
luaudrnbA s.raroldu3 aql aletu ll?qs Ja,toldurg eq1 'ra{o1dur3 aql ot gunottre es3ql Fpd llsrls rolcenuo3 a\-L '[suo!

touyutataql 9.6 asne;3-qn5 pl'Ie lswlolJ s,n,bldwXJ S'Z asnEl3-qns qlt^r asuEproc.p ur pauttruatep Jo pae-6e aq lleqs sa?lues qlns loJ (sacud asoql re) anp slunoue aql puB pounsuo, ssllltusnb aqJ lslrelshl anssl-oeu PUE rueud;nbg s,rei(o1dtu3 Lt'n 4.
'19 Security ofthe Site 4.20 Contractor's Operations on Site 4.Zl Fossils (0 (e) list of Var iations, notices given under Sub-Clause 2.5 [Euplol,er's C/airrs/ and notices given under Sub-Clause 20. l; comparisons ofactual and planned progress, with details ofany eyents or circumstances which rnayjcopardize the completion in accoldance with the Contmct, and the measures being (or to bc) adopted to overcome delays.
Unless otherwise stated in the Particular Conditions: (a) The Employer shall be responsible for keeping unauthorised persons off the Site, including guarding and rvatching.

'Ihe financial cost will be cover by conrractor and Authorised peBons shall be limited to the Contractor's Personnel and the Employer's Personnel; and to any other personnel Dotified to the Contractor, by (or on behalf of) the Employer, as authorised personnel ofthe Employer's other contractoB oD the Site.
(b) The Contlactor shall confine his operations to the Site, and to any additional areas which may be obtain€d by the Contmctor and ageed by the Employer as rvorking areas.

The Contractor shall take all necessary precautions to keep Contractor's Equipment and Contractor's Personnel within the Site and these additional areas, and to keep ftem off adjaceot land.

During the execution of the Works.


the Contractor shall keep the Site fiee fiom all unnecessary obstruction, and shall store or dispose of any Contractor's Equiprnent or surplus materials.

The Contractor shall clear away and remove t'rom the Site any wreckage, rubbish and Ternporary Works rvhich are no longer requircd.

Upon the issue of the Taking-Over Ce iiicate for the Works, the Contractor shall clear away and remove all Contractor's Equipnrent.
surplus material, wreckage, rubbish and Temporary Works.

The Contractor shall lcave the Site and the Works in a clean and safe condition.

However.

the Contractor may retain on Site, during the Defects Notification Period, such Goods as are required tbr the Conlractor to fuJtil obligations under the Contract.
All fossils, coins, aniclcs of value or antiquity, and structures and other remains or items of geological or archaeological interest found on the Site shall be placed under the care and authority of the Employer.

The Contractor shall take reasonable precautions to prevent Contractor's Personnel or other persons fronl removing or damaging any ofthese findings.
The Contractot shall, upon discovery ol'any such firtding, Promptly give noLice to the Employer, lvho shall issue instructions tbr dealing \vith it.
lf the Contractor suft-ers delay and/or incurs Cost fiom complying wilh lhe ins$uctions, the Contractor shall give a further notice to the Employer and shall be entitled subject to Sub-Clause 20.1 [Contractor's Clqins] lol an extension of time for any such delay, if completion is or will be delayed, under Sub-Clause E.4 fErrension of Time /or Coupletionl, and (a) (b) payment ofany such Cost, which shall be added to the Contracl Price After receiving this fhrl.her notice, the Employer shall proceed in accordance with Sub-Clau.se3.5 [Determin lions] toagree ot determine these matters.
l8 5 Design 5.1 General Design Obligations 5.2 Contractor's Documents The Contractor shall be deemed to have scrutinised, prior to the Base Date, the Obligations the Employer's Requirements (including design criteria and calculations, if any).

The Contractor slrall be responsible tbr the design ofthe Works and for the accumcy of such Employer's Requirements (including design criteria and calcularions), except as stated below.
The Employer shall not be responsible tbr any enor, inaccuracy or onrission of any kind in the Employer's Requirements as originally included in they Contract and shall not be deemed to have given any represcntation of accuracy or completeness of any data or information, except as stated below.

Any data or information received by the Contractor, ftom the Employer or otherwise, shall not relieve the Contractor fronr his responsibility for the design and cxecution ofthe Works.

However.
However.

the Employer shall be responsible for the correctness of the lollowing portions of the Employer's Requiremerts and of lhe following data and information provided by (or on behalfof) the Employer: (a) (b) (c) (d) portions, data and inlonnation rvhich are stated in tlre Contract(App€ndix X) as being immutable or the rcsponsibility ofthe Employer.
definitions ol intended purposes of$e Works or any parts thereof, criteria for tlre testing and perfornrance ofthe completed Works, and portions, data and infomration which cannot be verified by the Colltractor, except as otherwise stated in the Contract- The Contractor's Documenls shall comprise the technical documents specified in the Employer's Requirements (details see Appendix A), and the documents desc bed in SutsClause 5.6 [As-Built Documenls] and Sub-Clause 5.1 [Operotion ond Moinlendnce Manualsl.
Unless otherwise stated in the Employer's Requirements.

the Conlractor's Documents shall be written in the language lor communications defined in Sub-Clause 1.4 [La* and Language].

If the Employer's Requirenlents describe the Contractor's Documents which are to be submitted to thc Employer lor review, they shall be submitted accordirgly, together rYith a notice as described below.
In the following provisions of this Sub-Clausc, (i) "review period" means the period required by thc Employer for review, and (ii) "Contractor's Documents" exclude any documents rvhich are not specified as being required to be submitted for revielv.

Unless otherwise stated in the Ernployer's Requirements, each review period shall not exceed 3 days, calculated from the date on which the Etnployer receives a Conlractor's Document and the Confactor's notice.
This notice shall stale that the Contmctor's Document is considered ready, both for review in accordance with this Sub-Clause and for use.

The notice shall also state that the Contrac[or's Docunrent complies with the Contract, or the extent to which it does not comply.

The Ernployer rnay, lvithin the review period, give one notice to the Contractor that a Conlractor's Document fails (to the extent stated) to comPly with the Contract.
lf a Contractor's DocunreDt so fails to comply, it shall be rectified, resubmitted and revielved in accordance rvith this Sub-Clause.

at lhe Contractor's cost.


For each part of rhe Works, and except to the extcnt that the Parties otherlvise agree: t9 (a) (t ) (c) the review of the design and execution of the Works shall be conrpletcd within lhe relevant review periods; ifat the expiry ofthe relevant periods, the Contmctor has not received any notice, then the Contractor's Documelts shall be deemed approved by the Employer, and in order to ensure the Milestone Progress Sctcdule willbe complied with.
lhe Contractor may commence or resume Works.
If the completion ofthe Project is delayed due the review delay by the Employer under this Sub-Clause, lhe Contractor shall be entitled ro claim extension or danrages according to Sub-Clause 20.1; execution ofsuch part ofthe Works shall be in accordance with these Contractor's Documents, as submitted for review: and ifthe Contraclor wishes to modil,y any design or document which has previously been submitted for revielv, the Contractor shall immediately give notice to thc Employer.
The[eafter, the Contractor shall subrnit reyised documcnts to lhe Enrploycr in accordance with the above procedure.

The Contractor urrdertakes that the design.

the Contractor's l)ocuments.

the exccution and lhe completed Works will be in accordance with: (a) (b) the Laws in the Country, and the documents forming the Contracl, as altered or modified by Variations.
The design, the Contractor''s Documents, the execution and the conrpleted Works shall compfy witlr the technical standards set lbrth in Appendix Y (Technicol Standards und Quoli4, Assuronce Syslenr), building, construction and environmental Larvs.

All these Laws shall, in respect of the Works and each Section, be those prevailing when the Works or Section are taken over by the Employor under Clause l0 [Enployer's Taking Overl.
References in the Contlact to published standards shall be undeBtood to be references to lhe edition applicable on the Base Date, unless stated othenvise.
I ,L 5.3 Confi"actor's Undertaking 5.4 Technical Standards and Regulations Training The Contractor shall carry out the trainins of Employer's Personnel iu the operation and maintenance ofthe Works to the extent specified in the Appendix F. 5.6 As-Built Documents The Contractor shall prepare, and keep up-to-date, a complete set of"as-built" records of the execution of the Works, showing the exact as-built locations, sizes and details of the work as executed.
These records shall be kept on the Site and shall be used exclusively lbr the purposes ofthis Sub-Clause.

Two copies shall be supplied to the Employer prior to the commencement ofthe Tests on Completion.

In addition, the Contractor shall supply to lhe Employer as-built drawings ol the Works, showing all Works as executed, and submit them to the Employer for review under Sub-Clause 5.2 [C'ontractor's Docuntents].

The Contractor shall obtain the consent of the Employer as to their size.
the refcrencing system.

and other relevant details.

Prior to the issue of any Taking-Over Ceflificate, the Contractor shall supply to the Employer the specified numb€rs and types of copies of the relevant as-built drawings, in accordance wilh the Employer's Requirements.
5.7 Operation and Maintenance Manuals Prior to commencement of the Tcsts on Conpletion, the Contractor shall supply to the Employer provisional operalion and maintenance nranuals in suflicient detail complying wilh intemational and commonly used industrial standards for the Employer to operate' maintain, dismantle, reassemble, adjust and repair the Plant.
t0 The Works shall not be considcred lo be completed for the purposes of taking-over under Sub-Clause l0.l [Toking Over of the llorl<s and Sections] until the Employer has received final operation and maintenance manuals in such detail, and any other manuals specified in the Euployer's Requirements for these pur?oses.
5.8 Design Enor If errors, omissions, anrbiguities, inconsistencies, inadequacies or other defects are found in the Contractor's Documents, lhey and the Works shall be corrected at the Contractor's cost, notwithstandirg any consent or approval, under this Clause.
6 Staffand Labour 6.1 Engagement ofStaff and Labour 6.2 Rates of Wages and Conditions ofLabour 6.3 PeEons in the Service of Others 6.4 Labour Laws Except as otherl.vise stated in the Employer's Requirements, the Contractor shall and make arrangements for the engagement of all staff and labour, local or otherwise, and for their payment.
The Contractor shall pay rates of wages, and obsene conditions of labour, which are nol lower than those established lor the trade or industry where tlre work is carried out.

Ifno established rates or conditions are applicable.

the Contractor shall pay rates of wages and observe conditions which are not lower than the general level of wages and conditions observed locally by ernployers rvhose trade or industry is similar to that ofthe Contractor.
The Contractor shall not recruit, or attempt to recruit, staff and labour from amoogst the Employer's Personnel.

The Contractor shall comply with all the relevant labour Larvs applicable to the Contractor's Perconnel.

includirg Larvs relating to their ernploymcnt, health, safety, welfare, immigration and enrigration, and shall allow them all their |egal rights.

The Contractor shall require his employccs to obey all applicable Laws, including those coflceming safety at work.
6.5 Working Hours No work shall be carried out on thc Sitc on locally recognised days of r€st, or outside normal working lrours, unless: (a) (b) (c) otherwise stated in the Contract, the Ernployer gives consent, or the work is unavoidable, or necessary for the protection oflife or property or for tbe safety ofthe Works, in which case the Contractor shall immediately advisc the Employer.
6.6 Facilities for Slaffand Labour Except as otherwise stated in thc Employer's Requirements, lhe Contractor shall provide and maintain all necessary accommodation and welfare facilities for the Contractor's Personnel.
The Contmctor shall not permit any ol the Contraclor's Personnel to maintain any temporary or permanent living quarters rvithin the structures forming part of the Permanent Wo*s. lt 6.7 Health and Safety 6.8 Contractor's Superintendence 6.9 Contractor's Personnel 6. t0 Records of Contractor's Personnel and Equipment 6.r r Disorderly Conduct The Contractor shall at all times take all reasonable precautions to maintain the heallh and satbty of the Contractor's Personnel.
ln collabom(ion wirh local health authorities, the Contractor shall ensure lhal nledical staff.

first aid facilities, sick bay and amb$lance service are ayailable at all times al lhe Site and at any accommdation for Contractor's Personnel, and the Employer shall ensure that suitable arrangements are made for all necessary welfare and hygiene requirenents and for the prevention of epidemics.
The Contractor shall appoint an accident prcvention officer at the Site, responsible for maintaining safety and protection agairst accidents.

This person shall be qualified for this rcspolsibility, and shall have the authority to issue instructions and tak€ protcctive neasures to prevent accidents, Throughout the execution of the Works, the Contractor shall provide wbatever is required by this person to exercise this responsibility and authority.
The Contractor shall send, to the Enrployer, details ofany accident as soon as practicable affer its occurrence.

The Contraclor shall maintain records and make reports conceming heslth, safety and welfare of persons.

and damage to prop€rty, as the Employer may reasonably require.

Throughout the design and execulion ofthe Works.

and as long tlerealler as is necessaq, to fulfil the Contmctor's obligations, the Contractor shall provide all necessary superintendence to plan, affange.
direct, nranage, inspect and test the work.

Superintendence shall be givcn by a sufficient number of persons having adequate knowledge of the language for comnrunications (defined in Sub-Clause 1.4 [Law and LanguugeJ) and ofthe operations to be carried out (includirg the methods and techniques required, the hazards likely to be encoun{ered and methods of preventing accidents), for the satisfactory and safe execution ofthe Works.
The Contractor's Personnel shall be appropriately qualified, skilled and experienced in their respeclive trades or occupatiofls pursuant to the laws of the PRC or the Republic of Siena Leone, The Employer may require the Contractor to remove (or cause to be removed) any person employed on lhe Site or Works, including the Contractor's Representatiye if applicable, who: (a) (b) (c) (d) persists ir any misconduct ol lack oFcare, carries out duties incon]petently or negligently, fails to conform with any provisions ofthe Contract, or persisls in any conduct which is prejudicial to safbty, health.
or the protectioD of the environment.

tf appropriate, the Contractor shall then appoint (or cause to be appointed) a suitable replacement person.

The Contractor shall subnrit, to the Enrployer.

details showing the nuntber of each class ofContractor's Personnel and oleach type of C<intEctor's Equipment on the Sitc.
The Contractor shall at all times take all reasonable precautiors to Prevent any unlawful, riotous or disorderly conduct by or amongst the Contractor's Personnel, and to preserve peace and protection ofpersons and property on and near the Site.

7 Plant, Materials and Workmanship 7.1 Manner of Execution The Contractor shall carry out lhc nranufacture of Plant, the production and manufacture of Materials.
and all other execution ofthe Works: 7.2 lnspection 7.3 Testing (a) (b) (c) in the manner (ifany) specified in the Contract, in a proper workmanlike and careful manner, in accordance with recognised good practice, and with properly equipped facilities and non-hazardous Materials, except as otheHise specified in the Contlact.
The Employer's Personnel shall at all reasonable times, at its own cost and with the accompany of the Contractor's Personnel: (a) (t ) have full access to all parts ofthe Site and to all places fronr rvhich natural Materials are being obtained.

and during production, nranufacture and construclion (at the Site and, to the extent specified in the Contract.

elsewhere), be entitled to examine.


inspect, measure and test the materials and workmanship, and to check the progress ofmanufacture of Plant and prod[ction and manufacture of Materials.

The Contractor shall give the Employer's Personnel full opportunity to cany out these activities.

including providing access, facilities, pennissions and safety equipment.

No such activity shall relieve the Contractol lrom any obligation or responsibility.
ln respect of the work which Enrployer's Personnel are entitled to examine, inspect, measure and/or test.

the Contraclor shall give notice to the Employer whenever any such work is ready and before it is covered up, put out of sight, or packaged for storage or transport.

The Employer shall lhen either carry out the examination, inspection, measurement or testing without unreasorable delay, or promptly give notice to the Contractor that the Enrployer does not require to do so.
lfthe Contractor fails to giye thc notice, he shall, if and when required by lhe Employer, uncover the rvork and thereafter reinstate and make good, all at the Contractor's cost- This Sub-Clause shall apply to all tests beforc the non-loaded combined commissioning.

The Contractor shall provide all apparatus, assistance, documents and other informatioD, electricity, equipment, fuel, consumables.
instruments, labour, materials, and suitably qualified and experienced staff, as are neccssary to carry out the specified tests efficiently.

The Contmctor shall agree, with the Employer, the time and place for the specified testing of any Plant, Materials and other parts of lhe Work.
The Employer may, under Clausc 13 fi'oriutions and A(Aushtentsl,vary the location or details of specified tests, or instruct the Contractor to carry opt additional tests (under the same conditions and according to the same standards).

If these varied or additional tests show that the tested Plant, Materials or workmanship is not in accordance with the Contract, the cost of carrying out lhis Variation shall be bome by the Contractor, notwithstanding olher provisions of the Contracl.
If these varied or additional tests show that the tested Plant, Materials or worlirnanship is in accordance with the Contract, the cost of carrying out this Variation shall be bome by the Employer.

2l The Employer shall give the Contractor not less tlran 24 hours' notice of the Employer's intention to anend the tests.

lf the Enlployer does not attend at the (ime and place agreed, the Contractor nray proceed with the lcsts.
unless olherwise instructed by the Employer, and the tests shall then be deemed to havc been made in the Employer's presence.
lf the Contactor suffers delay and/or incurs Cost liom complying witJr these instructions or as a result ofa delay for which the Employer is responsible, the Contractor shall give notice to the Ernployer and shall be entitled subject to Sub-Clause 20.1 [Con0'actor's Claimsl to: (a) an extension oftime for any such delay, ifcompletion is or rvill be delayed, under Sub-Clause E.4 [Extension ofTinte /or Conpletion], and IfrAnhf^.#.b (b) payment of any such Cost plus reasonable profit.
Which shall be added to the Contract Price.

After receiving this notice, the Employer shall proceed in accordaoce with Sub-Clause 3.5 [Delerninotion.t] lo agree or determine these matters.

The Conlractor shall promptly lbrward to the Employer duly certified reports ol the tests.

When the specified tests have beeD passed, the Enrployer shall, endorsc the Contractor's test cenificate, or issue a certificate to hinr, to tha( effect.
Ifthe Employer has not attellded the tests, he shall be deemed to have accepted lhe readings as accurate.

Il as a result of an examination, inspection, measurement or testing jointly conducted by lhe Contmctor and the Employer, any Plant.

Materials, design or workmanship is found to be defective or otherwise not in accordance rvith the Contract, the Enrployer may reject the Plant, Materials, design or workmanship by giving notice to the Contractor, with reasons.
The Contractor shall then promptly make good the defect and ensure that the rejected item conlplies with the Contract.

lf the Employer requires lhis Plant, Materials, desigr or workmanship to be retested, the tests shall be repeated under thc same terms and conditions.

lf the rejection and retesting cause the Employer to incur additional costs, the Contractor shall subject to Sub-Clause 2.5 [Enployer's Clarzrr] pay these costs to the Employer.
7.4 Rejection 7.5 Ownership ofPlant and Materials Each item of Plant and Materials shall, to the extent consistent with the Laws ofthe Country.
become the property of the Employer at whichever earlier of the following limss: 7.6 Royalties (a) (b) rryhen lhe Contractor has received the anlount payable by the Employer upon delivery ofsuch Plant or Materials to the Site in accordance with the Milestone Payment Schedule: andi when the Contractor has received the anrount payable by the Employer upon delivery ofthe Plant and Materials.
Unless otherwise stated in the Employer's Requirements, the CoDtractor shall pay all royallies, renls and other payments for: (a) (b) naturdl Materials obtained from outside the Site, and the disposal ofmaterial from demolitions and excavations and ofother surplus nraterial (whether natural or man-made), except to the extent that disposal areas wilhirr the Site are specified in the Contract.
2J 8 Commencement, Delays and Suspension 8.t Commencement of Works Upon satisfaction of the tbllolving conditions, the Employer nay issue a notice for Commencement of Works to the Contractor: (a) O) (c) The Contractor has received the lnitial Advance Payment pursuant to Clause 1.6.7 ofthc Particular Conditionsl The Employer has obtaioed all permits, licenses and certificates set lorth in Sub-Clause 2.2.1 oflhe Particular Conditions and has provided their original copies to the Contmctor;.
The Ernployer rvill assist the contractor for the following work: (i) To connect temporary water, power and gas supply to the places designated by the Contractor and meet the Contractor's requirements for time, placc and supply before commencement of Works.

The Employer shall ensure supply ofthe same to the places at the temporary building area as designated by the Contractor.
The Contractor will make connections by itselffor temporary water and power supply.. To complete lhc connection routes from the worksite to public roads and coordinated for the convenience and smoolh traffic ofthe roads necessary for access to the Site; To obtain the approval documents required for the construction of the Project from the govemment and parliament; and To complete the land expropriation, demolition.

removal and compensation.


(ii) (iiD (iv) (d) (e) (f) Ifthe Employer uses bank loans to pay the Contract Price, the Employer and the Bank shall havc satisfied the financial closing conditions for such financing; The Employer has obtained tax reductions and exemptions (irrcluding rvithout limitation import and export duties, inconre tax and goods and services tax ) for this Project.
The Employer has provided all olher docunrents required by the Contractor (including without limitation other permits not nrentioned in Sub-clause (B) above).

The Commencemcnl Date for the Conlractor's works hereunder shall occur within seven (7) days after receipt ofthe notice for Conrmencement of works from the Employer.
The Contractor shall commence the dcsign and execution of the works as soon as is reasonably practicable after the Commencement Date, and, shall then proceed with the Works with due expedition and without delay.
8.2 Time for Completion The Contractor shall complete the whole ofthe Works, end each Section (if any), rvithin the Time for Cornpletion for the Works or Section (as the case may be), including: 8.3 Programme (a) (b) achieving the passing ofthe'I'ests on Completion, and completing all work which is stated in the Contract as being required for the Work or Section to be considered to be contpleted lor the purposes of tak ing over under Sub-C lause l0.l [Toking Over ol the llorks urd Sectionsl.
Appendix C hcreto is the time programme prepared by the Contractor based on the conditions in existence on the date ofthis Contract.

lf the time programme needs to be updated after the Commencement Date.

the Contractor shall submit an updated time prognmme to the Employer within 28 days after the Commercement Date.

The Contractor shall also submit a revised programme whenever the previous programme is inconsistent with actual progress or wilh the Contractor's obligations.
Unless otherwise stated in thc Contact, each progratnme shall include: 25 (a) (b) (c) the order in which the Contractor intends to carry out the Works, including the anticipatcd timing ofeach major stage ofthe Works, the periods for revie\ys under Sub-Clause 5.2 [Contr.lclot's Docanrents).and a supporting repon which includes: (i) (ii) a general description ofthe methods which the Contractor intends to adopt for the execution ofeach majo.
stage ofthe Works, and the approximate nurrber ofeach class of Contractor's Personnel and ofeach type of Contractor's Equipment for each major stage.

Unless the Employer, within 2l days aller receivirg a programme, gives notice to the Contractor stating the extent to which it does not cornply with the Contract, the Contractor shall proceed in accordance with the programme, subject to his other obligations under the Contract.
The Employer's Personnel, shall be entitled to rely upon the programme when planning their activities.

The Contractor shall promptly givc notice to lhe Employer of specific probable future eyents or circumstances which may adversely affect or delay the execution of the Works.
In this event, or il the Employer gives notice to the Contractor that a programme fails (to the extent stated) to comply with the Contract or to be consistent wilh acoal progress and the Contractor's stated intentions, the Contractor shall submit a revised progmmne to the Employer in accordance with this Sub-Clause.
8.4 Extension of Tim€ Completion for The Contractor shall be entitled subject to Sub-Clause 20.1 [Contactot''s Cloins] lo al extension ofthe Tinle for Conlpletion ifand to the extent thal completion for the purposes ofSub-Clause lD.l [Tokhrg Over of the ll'orlc, and Sections] is or will be delayed by any of the following causes: (a) (b) (c) a Variation (unless an adjusbnent to lhe Time for Completion has been agreed under Sub-Cla]rse 13.3 ft qriation Procedwe'l), a cause of delay giv ing an entitlcmenl to extension of time under a Sub-Clause ofthese Conditions, or any delay, impedinrenl or prevention caused by or attributable to the Enrployer, the Employer's Personnel, or the Employer's other contractors on the Site.
If the Contractor considers himself to bc entitled to an extension of the Time for Complerion, rhe Conraclor shall give notice to the Employer in accordance with Sub-Clause 20.

'l [Conrr(lclot 's Cloims].

When determining each extension of time under Sub-Clause 20.1, the Employer shall review previous determinations and may increase, but shall not decrease.

the total extension oftime.
Ifthe following conditions apply, namely (a) (b) (c) the Contractor has diligently followed the procedures laid do\Yn by the relevant legally constituted public authoritics in the Country, these authorities delay or disrupt the Conlraclor's work, and the delay or disruption was not reasonably foreseeable by an experienced conlractor by the date for executing this Contractor, then this delay or disruption rvill be considered as a cause of delay under sub-paragraph (b) of Sub-Clause 8.4 [Ertension ofTinefor Conpletion].
8.5 De lays Caused by Authorities 8.6 Rate of Progress If.
at any tinre 26 8.7 Delay Damages E.E Suspension of Work 8.9 Consequences of Suspension (a) (b) actual progress is too slolv to corrplete within the Tinle for Completion, and./or progress has fallen (or will t'all) behind the cunent programme under Slub' Clause 8.3 [ P rogr amm e], other than as a result of a cause listed in Sub-Clause E,4 [Ectension oJ'Tine lor CompletionJ, then tho Employer may instruct the Contractor to submit, under Sub-Clause 8-3 [Progromne], a revised programnte ald supporting report describing the revised methods which the Contractor proposes to adopt in order to expedite progress and complete within the Time for Completion.
Unlcss the Employer notilies other$,ise, the Contractor shall adopt these revised methods, which may requirc increases in the working hours and/or ir the numbers of Contractor's Personnel and/or Goods, at the risk and cost of the CoDtractor.

If these revised methods cause the Enrployer to incur additional costs, the Contractor shall subject to Sub-Clause 2.5 [Enplover's Clains] pay these costs to the Employer, in addition to delay damages (ifany) under Sub-Clause 8.7 below.
ff the Contractof- fails to comply with Sub-Clause 8.2 [Tine for ContplelionJ, the Contractor shall subject to Sub-Clause 2.5 [Employer's Cloins] pay delay damages to the Employer for this default.

These delay damages shall be the sum stated in Sub-Clause 1.4. of the Particular Conditions, which shall be paid for every day whiclr shall elapse between the relevant Time for Completion and the date stated in thc Taking-Over Certificate.
However, the lotal amount due under this Sub-Clause shall not exceed the maximum amount of delay danrages stated in the Particular Conditions.

These delay damages shall be the only damages due from the Contractor for such default, other than in the event of ternrination under Sub-Clause 15.2 [Teruinotion by Enployerl prior to completion of the Works.
These damages shall not relieye the Contractor from his obligation to conrplele the Works, or' from any olhcr duties, obligations or responsibilities which he nray have under the Conract.

The Employer may at any timc instruct lhe Contractor to suspend progress of part o[ all of the Works.

During such suspensior, the Contractor shall protect, store and secure such pan or the Works against any deterioration, loss or damage.

The Employer may also notiry the causc lor the suspension.
If and to the extent that the cause is notified and is the responsibility of the Contractor, the following Sub-Clauses 8.9, 8.10 and 8.ll shall not apply.
lf lhe Contractor suffers delay and/or incurs Cost from conrplying with the Employer's instructions under Sub-Clause 8.8 [Suspension of Wor*J and/or from resuming the work, the Contractor shall give notice to lhe Employer and shall be entitled subject to Sub-Clause 20.1 [Controctor's ClaimsJ to: (a) (b) an extension oftime for any such delay, ifcompletion is or will be delayed, under Sub-Clawe E.4 [Ertensiort o/ Time for Couplet ion],and payment ofany such Cost, which shall be added to the Contract Price.
After receiving this notice, the Employcr shall proceed in accordance rvitlt Sub-Clause 3.5 fDeterninotionsJ to agree or determine lhese matters.

The Contractor shall not be entitled to an extension of tinte for, or to payment of the Cost incurred in, making good the consequences of the Contractor's faulty design.

workmanship or materials.

or of the Conlractor's failure to protect, store or secure in accordance with Sub-Clause 8.8 /Srrspension o[l/or*].
27 8.r0 Payrnent for Plant and Materials in Eyent of Suspension The Contractor shall be entitled to payrnert of the value (as at the date of suspension) of Plant and/or Materials which have not been delivercd to Site, if; (a) (b) the work on Plant or delivery ofPlant and/or Malerials, has been suspended for more than 28 days, and the Contractor has ananged rhe production and./or procurement ofthe Plant and/or Materials as the Employer's propeny in accordance with the Employer's instructions or rhe requirements of milestone paymeDts.
The Employer shall determine and certi| each addition if the following conditions are satisfied: (a)The Conkactor has: (i)Kept satisfactory records (including the orders, receipts, Costs and use of Plant and Materials) which are available lbr inspeclion, and (ii) submitted a statenrent of the Cost of acquiring and delivering the Plant and Materials to lhe Site, supported by satisfactory evidencei ot (b)The relevant Plant and Materials: (i)are those listed in the Appendix to Tender for payment when shipped, (ii)have been shipped lo the Country, en route to the Site, in accordance with the Contract; and (iii)are described in a clean shipped bill of lading or other evidence of shipment, which has been subrnitted to the Engineer together rvith evidence of paynent of fieight and insurance, any other documents reasonably required, and a bank guarantee issued by an entity approved by the Ernployer in amounts and currencies equal to the amount due under this Subclausc which shall be in the form annexed to the Particular Conditions or in another form approved by rhc Employer and shall be valid until the Plant and Materials are properly stored on Site and protected against loss.
damage or deterioration: or (c)The relevant Plant and Materials: (i) are those Jisted in the Appcndix to Tender for payment when delivered to lhe Site, and (ii) have been delivered to and are properly slored on the Site, are protected against loss, damage or detcrioration, and appear to be in accordance with the Contract.
The additioral amount to be cerlified shall be the equiyalent of eighty percept of the Engineer's detemrination of the cost of the Plant and Materials (including delivery to Site), taking account of the documents mentioned in this Sub-Clause and of the contract value ofthe Plant and Materials.

The currencies for this additional amount shall be US Dollars.
At that time, the Payment Certificate shall include the applicable reduction which shall be equivalent to, and in the same currencies a d proponi(,ns as, lhis additional amount for rhe relevanr Plant and Materials.

6.1 I Prolonged Suspension lf the suspension under Sub-Clause E.8 [Snspension of lYork] has continued for more tlran 30 days, the Contractor may requesl lhe Employer's permission to proceed.

lf the Employer does nol give pcrmission rvithin 7 days after being requested to do so.
the Contractor may, by giving notice to the Employer, tseat the suspension as an omission under Clause '13 [Vurfutions und Acljustmenrs] of the affected part of lhe Wolks, however the Contract Price for this item shall not be adjustcd.

lfthe susPension affects the whole of the Works, the Contractor may give notice of temrination under Sub-Clause 16.2 [Terntinalion by Conlructot].
2g 8,t2 Resumption of Work After the permission or instruction to proceed is given, the Panies shalljointly oxamine the Works and the Plant and Materials afected by the suspension.

The Contractor shall make good any deterioratior or defect in or loss of the \l/orks or Plant or Materials, which has occurred during the suspension due to the Contractor.
9 Tests on Completion 9.1 Contractor's ObligaIions 9.2 Delayed Tess 9.3 Retesting 9.4 Failue to Pass Tests on Completion The Contractor shall carry out the Tests on Completion in accordance with this Clause and Sub-Clause 7.4, [Testinglafter providing the documents in accordance with Sub-Clause 5-6 [As-Built Documenls]and SubClause 5.7 [Operotion and Maintenqnce Monualsl.
The Contractor shall give to the Enrployer not less than 2l days' notice of the date after \,vhich the Contractor will be ready to carry out each of the Tests on Completion.

The Tests on Completion shall be completed according to Sub-Clauses l. | .2.2, 1.1.2.3 and 1.9 of the Particular Conditions.

lf the Tests on Complelion are being unduly delayed by the Employer, Sub-Clause 7.4 [Testing] (ftfth paragraph) and/or Sub-Clause 10.3 pnterference ]eith Testt on Conpletionl shall be applicable.
lflhe Tests on Completion are being unduly delayed by the Contractor, the Enrployer may by notice require the Contlactor to carD,out the Tests within 2t days after receiving the notice.

The Contractor shall carry out the-fests on such day or days within that period as the Contractor may fix and ofwhich he shall give notice lo the Employer.
lf lhe Contractor fails to carry out the Tests on Completion; within the period of2l days, the Employer's Personnel may proceed with the Tests et the risk and cost of the Contractor.

These Tests on Completion shall then be deemed/ to have been canied out in the presence ofthe Contractor and the results ofthe Tests shall be accepted as accurate.
lf the Works, or a Section, lail to pass the Tests or Completion, SutsClause 7.5 [Rejeclion] shall apply, and the Enrployet or fhe Conlractor rnay require the failed Tests' and Tests on Completion on any related work, to be repeated under the same tems and conditions.
lf the Works, or a Section, fail to pass the Tests on Completion rePeated under Sub-Clause 9.3 lRerestinEl, the Employer shall be entitled to: (a) (b) order further repetition ofTests on ComPletion under Sub-Clause 9.3; if the failure deprives the Employer of substantially the whole benefit of the Works or Section, reject the Works or Section (as the case nray be)' in which evcnt the Employer shall have the same remedies as are provided in sub- paragraph (c) of Sub-Clawe ll .4 [Foilure to Renedy Delectsl: or ifrequested by the Employer, issue a Taking-Over Certificate.
(c) 19 ln the event of sub-paragraph (c), the Contractor shall proceed in accordance with all other obligations under the Contract, and the Contact Price shall bc reduced by such amount as shall be appropriate to cover the reduced value to the Employer as a result of this failure.
Unless the releva[t reduction for this failure is stated (or its method of calculation is defined) in the Contract, the Employer may require the reduction to be (i) a$eed by both Parties (in full satisfsc(ion of this failure only) and paid before this Taking-Over Certificate is issued, or (ii) determined and paid under Sub-Clause 2.5 [Employer's CloimsJ and Sub-Clause 3.5 lDeter inatiotnJ.

10 Employer's Taking Over t0.


t Taking Over of the Works and Sections Except as stated in Sub-Clause 9.4 [Foilwe to l'ass Te\ts on Conplelion], the Works shall be taken over by the Enrployer rvhen (i) the Works have been completed in accordance with the Contract, including the maners described in Sub-Clause 8.2 fl'rze/br Completionl and except as allowed in sub-paragraph (a) below, and (ii) a Taking-Over Certificate for the Works has been issued.
or is deemed to have been issued in accordance rvith this SuFClause.

Th€ Contractor may apply by nolice to the Employer for a Takirrg-Over Certificate not earlier than 14 days before the Works rvill.

in the Contractor's opinion.

be completc and ready for taking over.

lfthe Works are divided into Sections, the Contractor may similarly apply for a Taking-Over Certificate for each Section.
The Ernployer shall, within 28 days after receiving the Contractor's application; (a) (b) issue the Taking-Over Certificate to the Contractor, stating the date on which the Works or Section were completed in accordance with the Contract, except for any minor outstanding work and defects which will not substantially affect the use ofthe works or Section for lheir intended purpose (either until or u'hilst this work is completed and these defects are remedied)i or reject the application, giving reasons and specifying the work rcquired to be done by the Contractor to enable the Taking-Over Certificate to be issued.
The Contractor shall then complete this work before issuing a firrther notice under this Sub.Claus€.

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eql aroJeq rai(oldua aql /(q asn olur lnd ueaq paapur sEq suo/l\ eqlJo U"d FUEJt 'poPod pq130 (ep tszl .qt uo Panssr ua3q a^eq ol peurap aq llEqs slEcglueJ reag-8u!ry1 eql 'lcuJluo3 aql qlr,1l acueprof,)e ur Fllgrllrglsqns are (eq ,{pu ese3 3ql se) uoulas ro $lro^\ arll Jl puB 's(ep gZ -to porjad eql u!qtt^1 uotlEJldde s.roDsrluoJ eql lcafar ol .ro clEcur].reJ roa6-3ur1e1 eqt ensst ol raulla slrel ro,(oldtuA aqt Jl 1l Defects Liability rl.t Completion of Outstanding Work and Remedying D€fects |.2 Cost of Remedying Defects In order that the Works and Contmctor's Documents, and each Section, shall be in the condition required by the Contract (fair wear and tear excepted) by thc cxpiry date of the relevant Defects Notification Period or as soon as practicable therealiel the Contractor shall: (a) (b) complele any ryork which is outstanding on the date stated in a Taking-Over Cerlificate.
withiD such reasonable time as is instructed by the tmployer, and execute all work required to renredy defects or damage, as may be notified by the Employer on or betbre the expiry date ofthe Delects Notification Period for the Works or Section (as the case may be).

If a defect appears or damage occurs.

the Employer shall notify the Contractor accordingly.
All work referred to in sub-paraglaph (b) of Sub-Clause ll.l [Conpletion of Ouklotding Work utd Renedf ittg DeJbcrsl shall be executed at the risk and cost of the Contractor, ifand to dle extent that the lvork is anributable to: (a) (b) (c) (d) the design ofthe Works, Plant, Materials or workmanship not being in accordance with the Contract, improper operation or nainteDance which was attributable to matlers for which the Contractor is responsible (under Sub-Clauses 5.5 to 5.7 or otherwise), or failure by the Contractor to comply rvith any other obligation in this Contract.
If and to the extent that such work is atrribuhble to any other cause, the costs and risks of remedying such defecls shall be on the Employer and the Employer shall give notice to the Contractor accordingly, and SutsClause 13.3 [Vortution Procedure] shall apply.

I 1.3 Failure to R€medy Defects lf the Contractor fails to remedy any defect or damage within a reasonable time, a date may be fixed hy (or on hehalfof) the Enrployer, on or hy which the defect or damage is to be remedied.
The Contractor shall be given reasonable notice ofthis date.
If lhe Contrac(or fails to remedy the defect or damage by this notified date and Ihis remedial work was to be executed at the cost of the Contractor ullder Sub-Clause I l-2 [Co ofRemedying Defects], the Employer may (at his option): (a) (b) carry out the work himselfor by others, i.n a reasonable manner and at the Contractor's cost, but the Contractor shall have no responsibility for this work; and the Contraclor shall subject to Sub-Clause 2.5 [Emplover's CloinsJ pay to the l]mPloyer the costs reasonably incurred by the Employer in remedying the defect or damagel agree or delermine a reasonable reduction in lhe Co[tract Pricc in accordance with Sub-Clause 3.5 lDelerniutionsl: or .
]2 I t.4 Removal of Delective Work I1.5 Furthcr Tests I 1.6 Right ofAccess I 1.7 Contractor to Search I1.8 Performance Certifi cate (") ifthe defect or damage deprives the Employer ofsubstantially the whole benefit ofthe Works or any major part of the Works, tcrminate the Contract as a whole, or in respect ofsuch major part which cannot be put to the intended use.
Witltout prejudice to any other rights, under the CoDtract or otherwise, the Employer shall then be entitled to recover all sums paid for the Works or for such pan (as the case may be), plus financing costs ard the cost ofdisrnantling the same, clearing the Site and returning Plant and Malerials to the Contractor.
lf the defect or damage cannot be remedied expeditiously on the Site and lhe Employer gives consent, the Contractor may remove liom lhe Site lor the purposes of repair such items ofPlant as are defectivc or damaged.

I i lf the work of remedying of any delect or damage may affect the performance of the Works, the Employer may require the repetition of any of the tests described in the Contract.

The requirement shall be made by notice within 28 days after the defect or damage is remedied.
These tests shall be carried out in accordance with the terms applicable to the previous tests, except that they shall be carricd oul at the risk and cost ofthe Party liable, under Sub-C lause 11 .2 [Cost of Renelving Defects], for the cost of the remed ial worl.

Ultil the Pefornlance Certificate has been issued, the Contractor shall have the right of access to all parts of the Works and lo records of the operation and performance of the Works.
except as may be inconsistent rvith the Employer's rcasonable security restrictions.

The Contracror shall.

if required by the Employer, search for the cause of any defect, under the direction ofthe Employer.

Unless the defect is to be remedied atthe cost ofthe Contractor under Sub-Clause I1.2 fcost ol' Reue$'ing Delects], the Cost of the search plus reasonable profit shall be agreed or determined in accordance with Sub-Clause 3-5 [Deterninationr] and shall be added to the Contract Price.
Perfomrance of the Contractor's obligations shall not be considered to have been completcd until the Employer has issued the Performance Certificate lo the Contractor.

stating the date on which the Contractor completed his obligations undcr the Contract.

The Employer shall issue the Performance Certificate as soon thereafter as the Contractor has supplied all the Conraclor's Documents and completed and tested aU the Works.
If the Employer fails to issue the Performance Cenificate accordingly: (a) (b) (he Performancc Certificate shall be deemed to have bcen issued on the date 28 days after the date on which it should have been issued, as required by this Sub-Clause, and Sub-Clausc ll.ll [Clearance ol.Site/ and sub-paragraph (a) of Sub-Clause 14.14 [Cessation of Euployet's Liability] shall be inapplicable.

Only the Perfonnance Certificate shall be deemed to constitute acceptance ofthe Works.
I 1.9 Unfulfi lled Obligations After the Performarce Certificate has been issued.

each Pa|ty shall remain liable for the fulfilrnent of any obligation which rernairrs unperformed at that time.

For the purposes of determining lhe nature and extent of unperfomted obligations, (he ConFact shall be deemed to remain in force.

I l.l0 Clearance of Site Upon recei.ving the Performance Certificate, the Contractor shall lemove Contractorf s Equipment, surplus maHial, wreokago, rubbish and Temporary the site.
12 Variations and Adjustments t2.t Right to Vary t2.2 Value Engineering t2.3 Variation Procedure VariatioB may be initiated by the Employer at any time prior to issuing the,Ta*ing-gver Ccrtifica&:for the -Workg either.by an instruction or by a request for thc ConEhctor to submit a proposal.

A Variation shall not.comprise the omiEsion of any work which.is.to be caried out by others.
The Contractor shall execute and be bound by each Variation, unless the Coltlrsctor promptly gives notice to the Employer st8ting (with supponing p8rticulars) that (i) the for thc Variation, (ii) it wiu reducc Contrastor cannot readily obts-in,thc Goods rcquir€d, the safety or suitability of thc Work, or (iii) it will havc an adverse imprct on the achievement of the Performance Guarantees.

Upon recciving this notice, rhc Employer shall canccl, confirm or vary lhc instruction.
The Contractor may, at any time, submit to thc Employer a written proposal which (b the Contracior's opinion) will, ifadopted, (l) accelerate completion, (ii) rduce lhc cost !o the Employcr of executing, maintaining or operating the works, (iii) lmprove the efflciency or value to the Employer of tbe completed Works, or (iv) otherwisc b€ of bcnefil to the Employer.

The proposal shall be prepared at the cost of the Contmctor and shall include the items listed in Sub-Clause 13.3 [Yotation Procedure].
lfthe Employer requests a proposal, prior to instructing a Variation, the Contractor shsll rcspond in writing as soon as pmcticablq cither by giving rcasons why hc cannot comply (ifthis is the case) or by submitting: (a) (b) adgscriplign oJthe pr_oposed design.and/or work to be performed and a piogrammc for its eiecution, the Contr8cloris proposalfor any.reccssaqr modifications to the programme according to Sub-Claus€ E.3 [Frogranne] and.tojheTfune for Completion and the Contractor's proposal for adjusfirent to the Contract Price.
(c) Thc Employer shall, as soon 8s praclicable after rcceiving such proposal (undcr rcspond with approval, disapproval Sub-Clause 13.2 fitolue Engineetingl or otberwis€), or conments, The Contactor shall not delay any work whilst awaiting a resporso.

Each instruction to execute a V-ariation, vith 8ny requirements for the recording of Costs, shall be issued by the Employer to the Contractor, who shall acknowledgo receipt.

34 <.
34 <.

t2-4 Payment in Applicable Currencies 12.5 Daywork t2.6 Adjustmcns for Changis in l€gislation Upon instructing or approving a Variation, the Employer shall proceed in accor{ance with Engineerin gl if applicable - :and IValue lf the Contract proyides for payment ofthe Contract Price in more than one curEncy, then whcncvcr ao adjustment is agreed, approved or determined as stated aboye, the amount payable in each of the applicable currencies shall be specificd.
For this purpose,' rcfcrencc shall be made to the actual or expected currency proportions of the Cost of thc vadcd work, and to the proponions of yarious cunencica specified for paymcnt of thc Contract Price.

For work of8 minor or incidental nature, the Employer may iBtruct that a Variation shall be executed on a daywork basis.

The work shall then bc valued in accordancc with the dayrrork schedule included in the Contract, and the following procedure shall apply.
Ifa daywork schedule is not included in the Contract.

this Sub{lause shall not apply.

Before ordering Goods for the work, the Conracor shall submit quotations to the Employer.

When applying.

for paymcnt, lhe Contraclor shall submit iovoiccs, vouchers and a@ounls or receips for any.Goods.

Except for any items for which thc daywork schedule specifies that payment is not due.
the Contractor shall dcliver esch day to the Employer accuratc statements in duplicate which shall include the following dctails of rhe resources used in executing the previous day's work: (a) (b) (c) the oames, occupations and time ofContractor's Personnel, the identification, -rypa and tiDre ofcontractor's Equiptrlctrt and Temporary Works, and the quantities and types ofPlsnt and Materials used.
One copy of each sl.atement will, if conect, or when agreed, be signed by the Employer and retumed to the Contracrcr.

The Contractor shall then submit priced statements of these resources to the Employer, prior to their inclusion in the ncxt Ststcment under Sub-C lause I 4.3 [App I icat ion for M i I es t ones P cy ne nts ].

Cotrtractor in the pcrfomancc ofobligalions under thc Contract.
lFthe Contractor suffers (or will suffer) delay and/or incurs (or will incur) sdditiooal Cost as a result of thcsc changes in the Laws or in such interprctations, made after the Basc Date, the Contractor shall give notice to the Employer and shall be entitlod subject to Sub{laue 20..1 [Contracror's Clains] to:.
(a) (b) an extension oftime for any sucb delay, ifcompletion is orwlll be delayed, under Sub4lavse 8.4 [Extension ofTime for Complet ion], and payment of,any such.Cost, i{hicb shall b€ added to the Contract Pricc.

After rcceiving lhis notice, the Employer shall proceed in accordance with SuEClause 3.5 [Delerninarions] to agrce or dctrrmine lhcsc mattcrs.
l5 12.7 Adjustmcnts for Changes in Costs Ifthe Contract Price is to be-adusted for rises or falls ih the cost other inputs to the Works, the adjdstments shall be calculated in provisions in the Pafiicular Conditions.

of the 13 Contract Price and Payment r3.l The Contraa Price 13.2 Advsnce Payment 13.3 Application for Interim Paymenls See Particular Conditiom SutsClause 1.6.1.
The Employer shall malic an advance payment, as an intercst-free loan for mobilization and design, when the Contractor submiB I guaraJrtee in accordance with this SuEClause including thc details stated in thc Panicular Cooditions Sub-Clausc 1.6.7.

The Contraclor shall submil a Stalement in six copies to lhe Employer aftcr thc.
qni of lhe period of payment st8ted in thc Contmct (if not statcd, aftcr thc cnd.of each,montlr), in a form approvcd by thc Employer, showing'in dstail thc amounts to which the Contractor considers himself !o bc cntitlod, togcther wlth supponing dooumo[ts which shall includc the rcleyant repon on progrcsr in accordance with Sub.Clausc 4.21 fProgress ReportsJ.
The Stat€me[t shall includc the following items, as applicsblc, which shall bc exprcssed in US Dollsrs, in the sequencc listed: (a) (b) (c) G) (e) contract yalue oFthe Worts corrcspondiag to such Milcstoncs Progress Node; any amounB to bc sdded.and deductrd for chsnges in legislation and changes in cost, in accordance wilh Sub-Clause 13.7 [Atljistnmtsfor Changes in Legislaliozl and Sub-Clause l3.E [Adjastnentrlor Changu in CostJ: any amounts to be sdded.and deductcd for thc advancc payment and rcpaymenls in accordanco with Surclsuse 14,2 fudvance Paynentl ond Sub-Clotse 1.6.7 ofrhe Pa iculat Condltlonsi any other additions or deductions which may have become due undcr thc Cortr.ct or otherwiso, iucluding thosa '$detCl,]uE.o 20 [Cldin,rt\, Disputes ond Arbltrationl: and the deduction ofamounts includcd in pr€vious Statements.
r 3.4 Milestone PaymenB No amount for the milestone paymenas will be paid until the Employer has receivedisnd approved the Performance Security.

Thcrcafter, the Employcr shall within 28 days after receiving: (D (iD (iiD e Statement from the Contractor applying for Milestone Payments based on the Project milestones, the Project Milestones Progress Repon compiled pursuant.
m Clausc 4.21 oflhe General'Conditions, and an invoice showing &e conesponding amount payable issued by the Conh:actor pursuant to Clause 1.6.6 of thc Panicular Conditions, give to tho Contractor noricc of Eny items in the Statsment with which the Employer disagrees, with supporting particulaE.
36 Payments due shall not be withhcld, cxceptthat: (a) (b) ifany thing supplied or work done by the Contractor is not iD accordancc witt thc Ggntract, thc cost of"rectification or replaccment may be wtthheld:until EctificatioD orr€placement has been compichdl and/or ifthe Conuactor was or is failing to pcrform any work or obligation i1 accordaoce with the Cootracl, and had been so notilid by rhe Employer, th€ value ofthjs.wor!

or.gbfigatio!.

nay ba w .fthheld,trnlil ,.


the work or obligation,has been pgrfdrmed.

Subject to the Contractor's consent the Employer may, by any payment, make any correction or modification that.should properly be made to any amount pleviously considered due.
r3.5 Timing of Paymcnts Except 8s otherwise stated in Sub-Clause 2.5 [Et rployer's Claini], ttc Employcr shall pay to thc Contrsctor: (a) o) (c) the first instalmcnt ofthe advance payment within t5 days aftcr thc date on which thc Contract came into full forcc and effect or wifiin 2l days after the Employer receives the documents in accordance with Sub-Clause 4.2 fPerformance SecrrityJ and Sub4lause 14.2 IAdvance PrynenQ, whichcvcr is later: the amount which is duc in rcspect ofcach Statement otherrhan the Final Sotement, within l5 days after receiving the Statement and supporting docuhentsi and the final amount due, within l5 days aner receiving tho Final Statement and written discharge in accordance with Sub-Clause l4.l I [Applicalionfor Final Poynent] and Sub-Clausc l4.l?
[Discharge].

Psymcnt of the amount duc in cach currcncy shall be made into the bank account, nominatcd by tha Contractor, in the paymcnt country (for this currcncy) spcoified io the Contract.

lf the Contractor does not receive payment in accordance with SubClause 14.7 [Tining o/ PqtnentsJ, the Contractor shall bc entitled to receive financing charges compoundod monthly on the amount unpaid during the period ofdclay.
Unless otherwise stated in the Panicular Conditions, these financing charges shall be calcul8ted at thc annual ratc of thrcc pcrcenlrge poinls above the discount ratc of thc financing bank providing debt financing to lhe Employer for this Project and shau be paid in UD Dollars and the Contractor shall be entitled to liquidat€d damages for the late payment made by the Employer at 0.1% of the totsl smount owing 8nd unpaid by the Employer provided that in no evenl shall such damages paid by the lmployir cicced 0.5% oflhe total Cortract Price(i.c., US$3,541,476).
The contractor shall be entitled to this paym€nt without formnl ootic€, and witbout prejudicc to any other righl or remedy.
Within 84 days after receiving the Taking.Over Certiticate for the works, the Contractor shall submit to the Employer'six copies of I Stltcmcnt at completion with supporting documents, in accordance wlth Sub-Clause 14.3 [Applicalion lor Mileslones PcynmtsJ, showing: (a) (b) (c) the value orall work done in accordance wilh the Conlract up to the date stated in the Taking-Over Certificate for the Workl any further sums which the ConEactor considers to bc duc, and an estimate ofany other amounts which the Conhactor considers will 37 t3.6 Delayed Payment t3.7 Statemcnt at Completion 13.8 Application for Final Payment t3.9 Discharge li.
l0 Final Payment l3.l I Ccsation ofEmployer's Liability become due to him under the Contract.

Estimated amounts shalt be shown separately in this Statement at completion.

The Employer shall then givo notioe to the Contractor in accordance $,ith Subclause 14.6 [Mil*lone Ptyments]:and mak€ paymcnt in accordance with Sub-.Clause 14.7 [Tining of PrynentsJ.
Within.56.days after.receiving the Perfomance Ccrtificate, the CoDrracto-r shalllsirlmi( to the Employer, six copies of a draft final statement with supponing,'doaimcdts showing in dctail in a form approved by tbe Employer: (a) (b) the value ofall work done in accordance with the Cofltract, and any furthcr sums which lhe Cortrdctor coniiders to bc due to him under the Conlract or otherwise.
lfthe Employcr disagrees with or cannot veriry any part ofthe draft final statement, the Conractor shall submit such further information as the Employer may reasonably require and shall make such changes in the draft as may be agreed between them.

The Contractor shall then prepare and submit to the Employer the final statement as agreed.

This agreed statement is refened to in these Conditions as the "Final Statemcnt".
However if, follo\ying discussions between the Panies and any changes to the draft final it becomes evident that 8 dispute exisb, the Employer shall stalement which ar€ agr€ed, pay thc ageed parts of the draft final statement in accordance with Sub-Clsuse 14.5 [Milestone Payuents] and Sub-Clause 14.1 [Titning of PoynenlsJ.
Theresner, if the dispute is finally ruolvcd under Sub-Clause 20.4 [Obtaining Dispure Adjudicotion Board's Decisionl or Sub-Clause 2Q.5 [Anicable SettlenentJ, the Contractor shall then prepare and submit to rhe Employer a Final Statement.

When submitting the Final Ststement, the Contractor shall submit a written discharge which confirms that the total of thc Final Statemcnt rcprescnts full and tinal sottlorhcnt of all moneys due to the Contractor under or in co[nection with the Consact.
This discharge may state that it becomes effective when the Contractor has received the Performance Security and the out-sEnding balancc of this lotll, in which event the discharge shall be effective on such date.

ln accordance with sub-pangraph (c) of Sub-Clause 14.7 [Tining of Pcynenls], the Employer shall pay to the Contractor the amouDl which is finally due, less sll Bmounts previoirsly paid by the Employcr and any dcductions in accordance with Sub-Clause 1.5' IEnployer's Cloins].
The Employcr shall not be liable to the Contractor for any matter or thing undcr or in conncction with the Contract or execution of lhc Works, exccpt lo the cxtcnt that the Conu-actor shall have included an amount exprEssly for it: (a) (b) in the Final Slatement and also (excepl for matters or things arising after the issue ofthc Taking-Over Certificate for the Worki) in the Statement at completion dBcribed ir Sub-Clause 14'10 [Stateqent.at ConpletionJ, Howcvcr, this SuFClausc shall not limit the EmPloyer's lisbility undcr bis indemnification obligations, or the Employer's liability in any case offraud, deliberate default or reckless misconduct by the Employer.
13.12 CuIrcnci$ ofPaymcnt Tha ConEact Price shall be paid in the currency or currencies named in lhe ContEct Agreement.
Unless otherwisc stated in the Parlicular Conditions, if more than one 38 currency is so named, paymcnts shall bc madc as follows: (a) if fie Contrsct Price wss expresscd in: Local Cuncngy oril3: (D (iD (iiD the proportions or amounts ofthe Local atrd .Foreign Cuirbncieq and thc fixed rates ofoxohange to be ubcd for calculating the payments; shall bc as stared in the Contract Agreement, except as otherwisc agreed by borh Parties; paymens and deductions under Sub-Clause l3'.5 [Prcrbional Sums/ and.Sub-Clause l3-7 [Adjushenlstor Chonges in Legislation] shzll be madc in tbe applicable currencies and proponions; and other payments and deductions under sub-paragraphs (a) to (d) ofSub-Clause 14.3 [Application lor M ileslones P oyments] shall bo made in thc currencics aod proportioos specified in sub-paragraph (axi) abovei (b) (c) (d) (e) payment ofthe damages specified in the Particular Conditions shall bc made in the cunencies and proponions specified in the Particular Conditionsi other paymc[ts to the Employer by the Contractor shall be made in the currency in which the sum was expended by the Employer, or in such currency as may be agreed by both Parties; ifany amount payable by the Contractor to the Employer in a pafticular currency exceeds the sum payable by $c Employer to thc Contractor in that currency, the Employer may rccover thc balance of this amount from the sums otherwise payable to the Contraclor in olher currencies; and ifno rates ofexchange arc statcd in thc CoBtract, they shall be those prevailing on.$e Base DaIe and determined by the central bank ofthe Country.
l4 Termination by Employer l4.l Noticc to Corrcct t4.z Termiratioo by Employer lf the Contrtrctor t'ails to carry out any obligatiol under the Conract, the Employer may by notice require the Con$actor to make good the failure and to remedy it within a specified reasonable time.
The Employer shall be entitled to terminate the Contract ifthe Contractor: (a) (b) (c) (d) (e) fails to cornply with Sg.QClausa 4,2 [Perfornance Security] or wit}:'a notice under SuUCJaii*,:15.1 [Noticelo Correcl], abandons the Work oiothen4,ise plsinly demonstrsles the intention not to conlinue performance ofhis obligations under tlc Contract' without ressonable excuse fails to Proceed witb thc Works in accordancs with Clause:8 [Comnencenent, Delays and Suspenslon], subcontracts the whole ofthc Works or assigns the Contract without the required agrcement, becomes bar (ruPl or insolYent, 8,oes into liquidstion, h8s a receiving or administration ordermadc againslhirn, compounds with his.
creditorg or carriq,g;:htsin-ess.under'a.reccivcr, tntsiec or.manager for the benefit oftilorediton, orlfany actis donc or event occurs which (under applicable Laws) has a similar effect to any ofthese acts l9 (D or eYents, or gives or offers to give (directly or indirectly) ro any person any bribe, gift, gratuity, commission or other thing ofvalue, as an induccment or reward: (D (iD for doing or.forbearing to do any action in rElstion to the Contrast, or for,show.ing,or:forbearing to show favour or disfavour to any.person in r€lation to the Contracl, or if any of the Contractor's Personnel, agents or Subcontractors gives or olfcr6 to give (directly or indirectly) to any person any such inducement or reward as is described in this suLparagraph (0.
However, lawful induccmcnts andircwards to Contractor's Personnel shall not entitle termination.

ln any ofdrese evenrs or circumstances, the Employer may, upon giving 14 dsys?

rctico to the Coni?ctor, terminate the Contract snd expel the Conbaclor froni ,ftc Site.

Howeve,r, in the case of sub-paragpph (e) or (0, the Employer may by notice tbrminate the Cootract irnmed iate ly.
The EmployeCs election to terminate the Contract shall not prcjudice any other righs of thc Employcr, under the ContrEct or othcrwise.

The Contractor shall then leave the Site and deliver any required Goods, 8ll Cpntr"ctor's Documents, and olher design documerts made by or for him, to the Employer.
However, the Contracaor shall use his best efforts to comply immediately with any reasonable instructions included in the notice (i) for the assignment of Eny subcontract and (ii) for the protection of li& or pmperty or for the ssfety ofthc Wo*s. After ter;lination, the Employer m8y complete lhe Works and/or arrange for any other entities to do so.

The Employer and these entities may thcn use any Goods, Contractor's Documens and other dcsign documents madc by or on bchalf ofthe Contragtor.
The Employer shall then give notice that the contractor's Equipmcnt and Tempomqr Works will be released to the Contractor at or near the Site.

'Ihc Contractor shall promptly arrange their removal, at the risk and cost of the Cootractor.

However, if by this time the Contractor has failed to make I payment due to the Employer, ttpsp.itcms may be sold by the Employer in order to recover this psyrncnt.

Any balance of the proceeds shall then be paid to the Contractor.
As soon as practicable after r notice of termisarion undcr Sub-'Clauso 15.2 Feryiaquo.n by Enptoyerl has taken affect, $e Employer shall proceed in accordaned with Sub-Clause 3.5 [Determinations| to agree or determine the valuo of the works, Goods and Contractor's Documents, and any other sums due to the Contractor for work executed in accordance with the Contract.
Afler a notice of terminstion under Sub-Clause l5-2 [Ternlnalion by Enployer] has takcn effect, lhe Employer may: (a) (b) with-hold further payments to the Cootractor u[til the costs ofdesign, proceed in accordance with Sub-Clause 2.5 fEnployer's Cloins], (c) execution, completion and rEmedying ofany defects, damagcs for delay in completion (ifany), and all other cosls incuned by the Employer, hsve been established, 8nd/or rccover &om thc Conftactor.any losses and damagcs incurrcd by thc Employer and any extra costs oFcompleting the Works, aftcr allowing for any sum due to the gplltrsctor under Sub'Clausc 15.3 [l/oluatioa st Dole of Terninatlool;:AlBEr rccovering 8ny such losscs' damsgcs and extra coss, dle Employcrshall pay any bslancc 10 thc Conhactor' {0 t4.l V8luation st Date of Termimtion t4.4 Payment after Termination 14.5 Employer's Entitlement to TermiDation The Employer shall be entitlcd to terminate ths Co[tract, at any time for the to Employer's convenience, by giving notice of such termination to the Contractor.
The terminalion shall take effecl2E days after the later ofthe dates on which the Contractor receives.

thjs notice or tbe Employe!.rre[ums,the Performance Securify, The Employer shall not terminate the Contract:undBr this,:Sub-Clause .in order to execute.the.l{ ,i:iks himselfor to arrangc for the Works to bc executed by another contractor.
After this termination, the Conhactor shall proceed in accordancc with Sub".Clausc 16.3 fCessation of Work and Renot al oJ'Contractor's Equipmenl] and shall be paid in accordance with Sub-Clawe 19.6 [Optional Terminatio4 Payment and ReleaseJ.

15 Suspension and Termination by Contractor l5.


t Contractor's Entitlement to Suspend Work t5.2 Termiflation by Contractor If the Employer fails to comply with Sub-Clause l4-7 [Tining of Poynenrs], the Contractor may, after giying not less than 2l days' notice to the Employer, suspend work (or reduce the rate of work) unless and until the Cont-actor has received the reasonable evidence or payment, as the case qray be and as described in the notice.
The Contractor's action shall not prejudice his entitlements to financing charges under Sub-Clause 14.8 [Dela1,ed Paynent] ar,d to termination under Sub-Clause 16l [Termi n dt ion by C onlrqct otJ.

lf lhe Contractor subsequently receives such evidence or payment (as described in the releiant Sub-Clause and in the above notice) before giving a notice of termination, the Contmctor shall resume nornral rvorking as soon as is reasonably practicable.
lf the Contractor suffers delay and/or incurs Cost as a result of suspending work (or the.rat!

ofwork) in accordance with this Sub-Clause, the Contraotor shall give r€ducing notice to the Employer and shall be entitled subject to Sub-Clouse 20.1 [Conractor's Cloinsl to: (a) (b) an extemion oftime for any such delan ifcompletion is or will be delayed, undir SiibClatse 8.4 fErlension ofTinelor Conpletion], and payment ofany such Cost plus reasonable profit, which shall be added to the Conrsct Price.
Afler receiving this Dotice, the Employer shall proceed in accordance with Sub-Clause 3-5 [Deterninqlioni| to agree or detsrmine these matters.

The Contractor shall bc entitled to terminate the Contract if: (a) (b) (c) (d) (e) the rcasonable evidence within 42 the Contractor does not r€c.iye days after giving notice under Sub-Clause 16.l [Contractor's Entitlemenl to Suspehd llorkl in respect ofa failure to comply with Sub.Clause 2.4 f&aployer's Fi nanci al A rrangementsJ.
the Contractor does not receive the amount due within 42 days after the expiry of the time stated in Sub-C'lause 14.7 pining of PoynenlslwithinNhich Payment is to be made (except for deductions in acoordance wilh Sub,Clause 2.5 fEnployer's ClainsJ).

the Employer substantially fails to perform his obligltions under dre ConFdct (includingbdt:not timitedto:Sub-Clause 1,5.1 of the Particular Conditions);.
the,Employer fails ro:comply.wift Sub-Cl8u6e 1,7 [Asstgnmenl], a prolonged suspension affects the whole ofthe Works as described in , (D lause 8.1 I In any of these events or circumstances, the Conhctor notice to the Employer, terminate the Contract.

terminate the The Conkactor's election to terminate &e Contract ofthe Contractor, under thc ConFact or otherwise.
shall not prejudice any other riglts Aftcr a noticc of lermioatiqn undcr Suh.Clausg I5,5 TerminationJ, Sub-Clause 16,2 [Termination by Temtination, and Releasel i ^[I 15.3 Cessatioo of Worh and RemoYal ofConhactor's Equipment promptly: (a) (b) (c) cease all furthgr except for such work as may have been protection oflife or propefiy or for removc and leave the the Sile.
for safety, 15.4 Payment on Termination ARer a notice of termination under Sub-Clause 16.2 [Ternination by Contruclo has taken effect, the Employer shall within l5 days: (a) (b) (c) return thc pay the pay to the damage to thc Contraclor, 19.6 [Oprional as a resu or other loss or term inat ion.

l6 Risk and Responsibility l6.l tndemnities The Contractor shall indemni!
and hold hormless thB Ejnplgy-er, the Enp.lOy.er's PeBonnel, and their respective agents, against and tom all clalms, damages, Itissds'a4d expenses (including legal fees,and expenses) jn respect of (a) (b) bodily injury, sickness, disease or death, of any person whatsoever arising out ofor in the course ofor by resson ofthe design, execution and completion ofthe Works and the r€medying ofany defccts, unless attributable to any negligence, wilful act or brcach ofthe Contract.by personal (other than thc loss: (i) (iD arises out ofor in the course ofor by reason of the design, execution snd completion ofthe Works and the rcmcdying ofany defe€ts, End is not atkibut8ble to any negligence, wilful act 42 or breach ofthe ConEact by lhe Employcr, the their resp€ctiveage s, or Emplo,€rl.s:Personnel, anyone dircctly or indirectly emplbyed-by any of them.
The Employer shall indemni$ and hold harmless thc Contractor, the Cootractor's Personnel, and their rcspective agents, against and from aU clsims.
damages, losscs and (including legal fees and expenses) in respect of (1) bodily injury, sickness, exp€nses disease or death, which is attribuhble to any negligence, wilful act or breach of thc Contract by the En]ployer, the Employer's Personnel, or any of their respective agents, and (2) the matters for which liability moy be excluded from insurance cover, as described in sub-paragraphs (d[i), (ii) and (iii) of Sub-.Clause lE3 qtlswance Against lnjury to Persons and Domoge to Propertyl.
Thc Contractor shall take full responsibility for lhe care of the Works and Goods .from the Commencement Date until the Taking-Over Certificate is issued (or is doemed to be issued under SutsClause l0.l /Ialing Owr of the Works and SeaionsJ) forthe Works, when responsibility for thc care of the works shall psss to the Employer.

If 8 Takingover Cenificate is issued (or is so dccmcd to bc issued) for any Scction of thc Works, responsibility for the carc ofthe Section shall then pass to the Employer.
After responsibility has accordingly passcd lo the Employer, thc Contractor shall lake responsibility for the care of any work which is outstanding on the dat ststcd in a Taking-Over Certificate, until this outstanding work has been completed.

lf any loss or damage happcns to thc Worl..s. Goods or Contractor's Documents during the period rvhen the Contraclor is responsible for lheir care, from any cause not lisGd in Sub-.Clause 11.3 [Enplqver's R,ifu/, the Contractor shall recti!
the loss or damage at the Contractor's risk and cost, so lhat the Work, Goods 8nd Contraclor's Documents conform with the Contract.
The Contractor shall be liablc for any loss or damage caused by any actions performed by the Contractor after a Taking-Over Cenificate has been issued- The Contractor shall also be liable for any loss or damage which occun affer a Taking-Over Certificate has been issued and which arose from a previous cvent for which the Contractor was lisblc for a period until the date ofthe Performance Certificate.

The risks refemed to in sub-Clause 17.4 belo| are: (a) (b) (c) war, hostilities.
(whethcr war bc declared.or iot), irvasion, acl of foreign enemies, rebellioqterrorism,;evolution,insunection,militaryorusurped power, or civil war; wifiin dre Counti, riot, commotion or disorder within the Counry by persons other than the Contractor's Pcrsonncl and other employees ofthe Conractor and Subcontractors, (d) munitions ofwar, cxplosive materials, ionising radiation or t62 Contractor's Carp of thc Worts 16.3 Employer's Risk conbmination by radio-activity, within the Country, except as may.bc attributable to theCtrntractor's use ofsuch munitions, explosivcs, radi*ion or radic.acHvity, and.
pressurE wavcs caused'by aircraft or other aerial devicB tmvclling at sonic or supersonic speeds.

(e) 16.4 Conscqucnces of Employer's Risks lf snd lo the extent rhat any ofrhe risks listed in Sub-Clsuse t7.3 abovc resulB in loss or damage to the Works, Goods or Cootractor's Documents, the Conlractor shall PromPlly this loos:or damage to lhe oxtcqt rcquircd give notice to drc Employsr Bod.shhll r€cti& by dte Employer.

,13 lf the Contractor suffers delay,and/or incurs Cost ftom rectirying this loss.
or, damage, the Conractor shall give a further notice to the Employer and shall be entitled iubject to SutsClause 20.I [Contructon's Clqins] to: (a) an extension of time for any such delay, ifcompletion is or will be delayed, under Sub-Clause 8.4 lErrerybn of Time for ConpletionJ, and payment ofany such Cosr, which shall be added to the Contract Price; (b) -l J6_5 lntellectual ard lndustrial Property Righrs 16.6 Limiation of Liability After receiving this further notice, the Employer shall proceed in accordance with Sub Clause 3 ,5 ID et er n in al ionsl to agtee $ determ ine these m atters.
In this Sub-Clause, "infringement" means an infringement (or alleged infringemcnt) of any patent, registered design, copyright, trade mark, trade name, trade secrct oi,iither Rights intellectual or industrial propcrty right relating to the Works; anrl't'c'laitn" means a claim (or proceedings pursuing a claim) allcging an irfringemerl Whenever a Party do€s not give notice to the other Party ofany claim within 2E days of receiving the claim, the first Party shall be deemed to have waived any right to indemnity undor this Sub-Clausc.
The Employer shall indemni$ and hold the Contmctor harmless against and &om any claim alleging an infringement rvhich is or was: (a) (b) an unavoidable result ofthe Contractor's compliance with the Employer's Rcquircmcnts, or a result ofany Worts bcing uscd by the Employer: -(, for a purposo other than drat indicaM by, or (iD reasonably to be infened from, the Conlact, or in conjuncdon wi$ any thing not supplied by the Contractor, unless such use was discloscd to the Contractor prior to the Base Date or is statEd in the Contract.
The Contractor shall indemniff and hold the Employer harmless against and from any other claim which arises out of or in reladon to (i) the Conhactor's design, manufaclure, construction or €xecution ofthc Works, (ii) the use of Contractor's Equipment or (iii) the proper use ofthe Works.

If I Party is endtled to be indemnified under this Sub-Clause, the indemnifring,'larty may (at its cost) conduct negoliations for the scnlement of the claim, and any: liti,gg1iel.
or arbitration which may arise from it The olher Party shall, at lhe request.air!,Ctdtiof' thc indemniling Party, Bssist in conlesting.

the claim.

This.otlrer Party (and its Personnel) shatl not make any admission which might be prejudicial to the indemniffing Party, unless the indemnilying Party failed to take over the conduct of any nego[iations.

titigation or arbitmtion upon being requested to do so by such other Party.
Neither Pafiy shall be liable to the oth$ Pany for loss of use of any Worls, loss of profit, loss of any contmct or for any indirect or conscquential loss or damage whlch may be suffered by the other.

Party in connection with the Contracl other dtan under Sub-Clause 16.4 [Payment on Termrrariorrl and Sub€latrse 17,l (ndennities].

The total liability of thc Cootractor to the Employer.
undcr or in connection with the Conlmct other than undcr SubClause 4.19 [Electriciry, llqter and Gas/,,Sub@lause 4,20 [Enplq'er's Equipmenl and.

FreeJssue Msl eri al ], Sub-Clause 17.l [!

ndcnnittes] 8nd Sub-Clause l't.5 lntellectuql ond htdustriql Prcperty Rights/, shall not excg-ad the sum stated in the Particular Conditions or (if a sum is not so stated) the Conract Prise {.1 17 Insurance t?.1 Gencral Requironents for lnsurance stated in the Contract Agreement.
This Sub-Clause shall not limit liability in any case of fraud, deliberate default or reckless misconductrby the defaulting Parly.

In this Clause, "insuring Party': means, for each type of insurance, thc Party rrsponsiblc for effeeting and maintaining the insurancc specified in the relevEnt SuFclause.

Wherever the Contractor is rhe insuring Party.

each insurance shall be effected with iEsureB and in terms approved by the Employer.
These terms shall be consistcnt wilh any terms agrced by both Parties before they signed the Contract Agreementi Ttis agreement of terms shall take prrcedence over the proviiions ofthii Clause.

Whercver the Employer is the insuring Party, each insurancc shall be cffcctcd with insurers and in terms consistent with dre details annexed to the Particular Conditions.
lfa policy is requircd to indemniS joint insured, the cover shall apply separately to each insurcd as though a separate policy had been issued for each of the joint insured.
lf I policy indemnifies additionaljoint insurcd, namely in addition to the insurcd sp€cified in this Clguse, (i) the Contractor shall act under the policy on behl f of tbese additional joint insued except rhat the Employer shall act for Employer's Personnel, (ii) additional joint insured shall not be entitled to receive payments directly tom the insur€r or to have any other dircct dealings with the insurer.
and (iii) the insuring Psrty shall require all addltional joint insured to comply with the conditions stipulated in the policy.

Each policy insuring against loss or damage shall provide for payments to b€ made in the currencies required to reotiry 0te los or damage.

Paymenls received from insurers shall be used for the rcctification ofthe loss or danlage.

The relevant insuring Psrly shall.


within the respective periods stated in the Particular Conditions (calculated from the Commencement Date), submit to the other Party: (a) (b) evidence that the insursnqes describ€d effected, and copics ofthe policies for the insunnces dcscribed in Sub-Clause 18.2 flnsurance o!

Wor*s ond Conroaor's fulrAn .rrJ and Sub-Clsuse 18.3 |nsurance agdinst lnjury to Pbrsons and banage'to Ptopertyl.
iD this Clause have been When each premium is paid, the insufug Pdrty shall submil evidencc of paymcnt to ths other Party.

Each Parly shall comply with the conditions slipulated in each of the insurance policies.

The insuring Party shall keep the insurers informed of any relevant changes to the execution of the Works and ensure that insurance is maintained in accordance with this Clause.
Neither Party shall malie any matcrial alteration to the terms of any insuiance without the prior approval of thc otber Party- If an insur* makes (or atrempts to make) any alteration, lhe Party first notified by the insurer shall promptly give nodce lo lhe other Party.
in force any of the insurances it is required tftbe insuring Party fails !o effect and ke€p to effect and maintain under the Conmct, or fails to provide sstisfactory evidence and copics of policies in accordalce with thls Sub-Clausei the other Psrty msy (8t its option and without prejudice to any other right or remedy) effect insurance for lhe relevant coveragc and pay the premiums due.
The insuring Pany shall pay the amount of these 45 t't.z lnsurancc for Works and Contractor's Equipmenf premiums ro the other Pany, andlhe Conract Price.shal!.be sqiusted Nothing in this Clause limits.rhe obligarions, liabilities or responsib Cotrtractor or the Employer, under, the other rerms of the Contract or amounts not insured or not recovered from the insuren shall be bome by and/or the Employer in accordance with these obligations, liabilitics or However, if the insuring Party fails to effect 8nd keep in force an available and which it is required 10 eflect and maintain under lhe other Party neither approves the omission nor effects insurance for the to this default, any moncys which should havc been rccoycrablc under this shall be psid by lhe insuring Party.
of the Paymens by one Party to the other Psny shall be subject to Sub-Clause 2.5 lEnprolar'r C/arzsl or Sub.Clause20.1 fContractor t C/admsl, as applicable.

Thc insuring Party shall insure the Work, Plant, Materials and CootEctor's Documents for not less than the full reinstatement cost including the costs of demolition,.removal of dcbris and professional fees and profit.
This insurance shall be effective fom th; dstc by which the evidence is to be submitted under suEparagraph (a) of Sub-.Clause l8.l [General Requirenents lor Insrances], until the date of issue of the Taking€ver Certificate for the Works.

Thc insuring Parly shall maintain this insurance to provide cover until the datr of issue 'of the Performance Ccrtific8te.
for loss or damage for which thc Contractor.is liablc arising from a causc occurring prior to thc issue ofthe Taking-Over Ccrtificatc, and for loss or damage causcd by the Contractor or Subcontractors in the course of any other op€rations (including those under Clause ll [Defectt LiqbiliryJ.

The insuring Parry shall insure the Contractor's Euipment for not less than the full replacement value, including delivery to Site.
For each item of Contractor's EquipmeDt, tbe insurance shall be etrective rvhilc it is being transponed to the Site and until it is no longer required as Contractor's Equipment, Unless otherwise stated in the Psnicular Conditions, insurances under this Sub-Clause (a) O) (c) (d) shall be effected and maintained by the Contraclor as insuring Party, shall be in thejoint nam€s ofthe Panies, who shall bejointly cntitled to receive paymentr fiom the insurers, psyments being held or allocated between the P8rties for the sole purpose ofrectifying the loss or damage, shall cover all loss and damage from ary cause not listed in Sub-Clausc 17 ,3 [Enployer's Risks], shall alse cover loss or.damage from the risks listed in sub.paragraph (c) ofSub-Clause 17.3 [Enployer's RisfuJ, with deductibles per occurrence ofnot more'than the amount stated in the Partibular Conditions (ifan amount is Dot so stated, this sub-parsgraph (d) shall not sPPly), 8nd (e) may however exclude loss of, damage to, and reinstatement of: (i) (iD a pan ofthe Works which is in a defective condilion duc to a defect in ils d€sign, matcrials or workmanship (but cov€r shall include any other parts which sre.lost or danaged as a dirEct result of this dcfcctivc tdndition and not as described in sub-pamgraph (ii) below), a p8rl of the Work which is lost or damaged in order to reinstate any other part ofthc Work ifthis othel part is in a dcfective condition puc to a defect in its design, materials or workmanshii, 46 17.3 lnsulance against tnjury to PeEons and
 Damago to Propcrty (iiD (iv) a pan ofthe Works which has been taken over by the Employert.except to the extent.thatthe Contactor is liable for the loas or.damage, and Goods while rhey are irot in the Country, subject to Subclause 14.5 [Plant and Materials intendedfor the llorkl.
lf, more than one year after the Base Date, the cover descriH in sub-pamgaph (d) above ceases to be availablc at commercially reasonable terms, th€ Contr-dctor shall (as insuring Pany) give notice to the Employer, rvith supporting paniculars.
Thc'rEhploycr shall then (i) be entitled subject to Sub4lause 2.5 [Enployer's ClainsJ lo.paymer,t of an amount equivalent to such commercially reasonable terms as the Contractor should have expected to have paid for such cover, and (ii) be dcemed, unless he obtains the cover at commercially rcssonable terms, to have approved lhe omission under Sub-Clause 17.l [General Requirements for lnruancesJ.
Tbe insuring Party shall insure against each Paay's liability for any loss, damsge, death or bodily injury which may occur to any physical property (except things insured under Sub{lause 17.2 finsuronce for lyorks and Conlraclor's Equipmentl) or to any person (exce p€rsoN insued under Sub-Clause 11.4 Unnconce for Conlroctor's PersonnelJ), which may arise out of the Contractor's pcrformance oflhe Contract and occurring before the issue ofthe Performancd Certificate.
This insurance shall be for a limit per occurrence of not lcas thon $e amount stated ifl the Particular Conditions, with no limit on the number ofoccunences.

lf an amount is not stated in the Contract, this Sub-Clausc shEll not apply.
Unl.ss othenf,ise stated in the Panicular Conditions, thc insuianccs specificd in this Sub€lause: (a) (b) G) shall be effected and maintained by thc Contractor as insuring Party, sha|l be inthejoirtnames ofthe Partic\ shall bc extended to,cover liability for all loss 8nd damage to the Employer's property (except things insured under Sub-Clsuse 17.2) arising out ofthc Conractor's performance ofthe Co[k8ct.
snd (d) may however exclude liability to the extent that it ariscs from: (D (iD (iii) the Employer's right to have thc Permancnt Works cxccutcd on, over, undar.

in or through any land, and to occupy this land for the Perma[cnt Works, darnage which is an unavoidlblc r$ult ofthe Contractor's oblig8tions to execute the Worts and remedy any defccts, and a cauc listcd in Sub-Cla,tsc 17.3 [Enployer's R,Jb-/, exc€pt commercially reasonable terms.
lo thc exlert that cover is av8ilable at t7.4 Insuraace for Conh?ctor's Personnel Thc Contractor shall effect aod maiotain insurance against liability for claims, darnages, losses and expenses (including legal.

fees and expenses) arising from injury, sickness.

disease or death of any person employed by the Contractor or afly other of the Contractor's Penonnel.
ThE Employer shall also bc indemnified undcr thc policy of insurancc, exccpt thar fiis insurance may cxclude losses and claims to the cxtcnt that they aris€ from 8ny acl or neglect ofthe Employer or olth€ Employer's Personnel.

47 17.5 Third Party Liability lnsurarce l8 Force Majeure t8.l Definition of Force Majeure The insurance shall be maintained in full force ard effect during the whole time that these personnel are assisting in the execution of the Works.
For a Subcontractor's employces, the insurance may be effected by the Subcontractor, but the Contractor shall be responsible for compliance with this Clause.

The Confactor shall effect and maintain insurance against liability for claims, damages, losses and expenses (including legal fees and expenses) arising from Third Party ctaims.
ln this Clause, "Force Majeure" means an exceptional event or circumstance: (a) (b) (c) (d) which is beyond a Party's control, which such Party could not reasonably have provided against before entering into the Contrdct, which, having ariseo, such Party could nor reasonably have avoidcd or ovcrcome, and which is not substantially attributable to the other Party.
Force Majeure may include, but is not limited to, exceptional events or circumstanc€s of the kind listed below, so long as conditions (a) to (d) above are satisfied: (i) (ii) (iiD (iv) (v) war, hostilities (whether war be declared or not).
invasion, act of foreign enemies, rebellion,tenorism,revolution,insurrection, mililary or usurped power, or civil war, riot, commotion, disorder, strike or lockout by persons other than the Contractor's Personnel and other employees ofthe Contractor and SUU conhactors, munitions ofwar, explosive materials, ionising mdiation or contamination by radic.activity, except as may be attributable to the Contractor's use of such munitions, explosives, radiation or radiGactivity, and natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity.
18.2 Notice ofForce Majeure lf a Party is or will be prevented from performing any of its obligations under the Contract by Force Majeure, then it shall give notice to the other Party of the event or circumstances constituting the Force Majeure and shall specify the obligations, the performance of which is or will be prevented.

The notice shall be givetr within 14 days after the Party became aware, or should have become awale, of the relevant event or circumstance constituting Force Majeure.
The Pafty shall.

having given notice, be excused performance ofsuch obligations for so Iong as such Force Majeure prevents it ftom performing them.

Notwithstanding any other provision of this Clause, Force Majeure shall not apply to obligations ofeither Pany to make payments to the other Party under the Contract.

18.3 Duty to Minimise Delay Each Party shall at all times use all reasonable endeavours to minimise any delay in the performance ofthe Contract as a result of Force Majeure.
48 18.4 Consequences ofForce Majeure 18.5 Force Majeure Affecting Subcontractor t8.6 Optional Termination, Palment and Release A Paffy shall give notice to the other Party when it ceases to be affected by the, Force Majeure.
lfthe Contractor is prevented from performing any of his obligations under the Contract by Force Majeure of which notice has been given under Sub-Claus€ 19.2 [Notice of Force Mojeurel, aod suffers delay and/or incurs Cost by reason of sucb Force Maieure, the Contrdctor shall be entitled subject to Sub-Clause 20.1 [Conlroclor's Claims] to: (a) (b) an exlension oftirne for any such delay, ifcompletion is orwill be delayed, un der Sub-Clatrse I .4 [Extens ion of Time for CompletionJ, and ifthe event or circumstance is ofthe kind described in sub-pamgraphs (i) to (iv) of Sub-Clause 19.1 [Dertn ion of Force Majeure] and, ia the case ofsub- paragraphs (ii) to (iv), occurs in the CouDtry, payment ofauy such Cost.
After receivirg this notice, the Employer shall proceed in accordance with Sub-Clause 3.5 [Deternfuotions] to agree or determine these matters.

lfany Subcontractor is entitled under any contract or agreement relating to the Work to relief frorn force majeure on temrs additional to or broader than those specified in this Clause, such additional or broader force majeure events or circumstances shall not excuse the Contractor's non-performance or entitle him to reliefunder this Clause.
lf the execution of substantially all the Works in progress is prevented for a continuous period of 84 days by reason of Force Majeure of which notice has been given under Sub-Cfause 19.2 [Norice of Force Majeure], or for multiple periods which total more than 140 days due to the same notified Force Majeure, then eitl,er Party may give to the other Party a notice oftermination of the Contract.
ln this event, the termination shall take effect 7 days after the notice is given, and the Contractor shall proceed in accordance lvith Sub-Clause 16.3 [Cessation of lVork and Re ovql of Conlroctor's Equipnenrl.
Upon such termination, the Employer shall pay to the Contractor (a) (b) ' (c) (d) (e) (D the amounts payable for any work carried out for which a price is stated in the Contract; the Cost of Plant and Materials ordered for the Works which have been delivered to the Contractor, or ofwhich the Contractor is liable to accept delivery: this Plant and Materials shall become rhe property of(and be at the fisk of) the Employer when paid for by tlre Employer, and the Contmctor shall place the same at the Employer's disposal; any other Cost or liability which in the circumstances was reasonably incurred by the Contractor in the expectation ofcompleting the Works: the Cost ofremoval ofTemporary Works and Contractor's Equipment or other goods which the Employer has not paid for to the Contrdctor under this Contract from the Site and the relum ofthese items to the Contractor's works in his country (or to any other destination at no greater cost); the Cost ofrepatriation ofthe Contractor's staffand labour employed wholly in connection with the Works at the date oftermination; and the Contractor shall be entitled to dispose any goods that the Employer has not paid for to the Contractor under this Contract and such disposal shall be at the costs ofthe Employer.
49 r 8.7 Release fiom Performance under the law Notwithstanding any other proyision of this Clause, ifany event or circumstance ouEide the control of the Parties (including, but not limited to, Force Majeure) arises which makes it inrpossible or unlawful for either or both Parties to fulfil its or thoir conractual obligations or rvhich, under the law goveming the Contract, entitles the Pa.ties to be released from further performance ofthe Contract, then upon notice by eitherrParty to the other Party ofsuch event or circumstance: (a) (b) the Parties shall be discharged fiom further perflormance, without prejudice to the rights ofeither Party in respect ofany previous breach ofthe ConEact, and the sum payable by the Employer to the Contractor shall be the same as would have been payable under Sub-Clatse 19-6 [Optionol Termination, Payment ond Releasel ifthe Contract had been terminated under SuLClause 19.6. l9 Claims, Disputes and Arbitration l9_l Contractor's Claims lf the Confiactor considers himself to be entitled to any extension of the Time for Completion and./or any additional payment, under any Clause of tbese Corditions or otherwise in connection with the Contract" 0)e Contractor shall give notice to the Employer, describing the event or circumstance giving rise to the claim.
The notice shall be given as soon as practicable, and not later than 28 days after the Contrador became aware, or should have become aware, ofthe event or circumstanca.

lfthe Contractor fails to give notice of a claim within such period of28 days, the Time for Completion shall not be extended, the Contractor shall not be e[titled to additional payment, and the Employer shall be discharged frorn all liability in connection with the claim.

Otherwise, the following provisions of this Sub-Clause shall apply.
The Contractor shall also submit any olher notices which are required by the Contracl and supporting particulars for the claim, all as relevant to such event or circumstance.

The Contractor shall keep such contemporary records as may be necessary to substantiate any claim, either on the Site or at another location acceptable to the Employer.
Without admining liability, the Employer may, after receiving any notice under this Sub-Clause, monitor the record-keeping and/or instruct the Contractor to keep further contemporary records.

The Contractor shall permit the Employer to inspert all these records.

and shall (ifinstructed) submit copies to the Employer.
Within 42 days afler the Contractor became aware (or should have become aware) ofthe event or circumstance giving rise to the claim, or within such other period as may be proposed by the Contractor and approved by the Employer, the Contractor shall send to the Employer a fully detailed claim which includes full supporting particulars of the basis ofthe claim and of the extension of time and/or additional payment claimed.
lfthe event or circumstance giving rise to the claim has a continuing effect: (a) (b) (c) this fully detailed claim shall be considered as interim; the Contractor shall send funher interim claims at monthly intervals, giving the accumulated delay and/or amount claimed, and such further panicularc as the Employer may reasonably require; and the Contractor shall send a final claim within 28 days after the end of the effects resulting from the event or circumstance, or within such orher period as may be proposed by the Contractor and approved by the Employer.
i0 19.2 Appointrnent ofthe Dispute Adjudication Board Within 42 days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Employer and approved by the Contmctor, the Employer shall respond with approyal, or with disapproval and detailed comments.

He may also request any necessary further particulars, but shall nevertheless give his response on the principles ofthe claim within such time.
Each milestone payment shall include such amounts for any claim as have been reasonably substantiated as due under the relevant provision of the Contmct.

Unless and until th€ particulas supplied are sufficient to substantiate the whole of the claim, the Contractor shall only be entitled to payment for such pan ofthe claim as he has been able to substantiate.
The Empfoyer shall proceed in accordance with Sub-Clause 3.5 [DeterminqtionsJ to agree or determine (i) the extension (if any) of the Time for Completion (before or after its expiry) in accordance with Sub-Clause 8.4 [Extension of Time for Completion|, and]or (ii) the additional payment (ifany) to which the Contractor is entitled under the Cortract.

The requirements of this Sub-Clause are in addition to those of any other Sub-Clause which may apply ro a claim.
lf the Contractor fails to comply with this or another Sub-Clause in relation to any claim, any extension of time and/or additional payment shall take account of thc extent (if any) to which the failure has prevented or prejudiced proper investigation ofthe claim, unless the claim is excluded under the second paragraph of this Sub-Clause.

Disputes shall be adjudicated by a DAB in accordance with SuuClause 20-4 [Obtoining Dkpute Adjudication Board's Decisionl.
The Panies shall jointly appoint a DAB by the date 28 days afler a Pany gives notice to the other Party of its intention to refer a dispule to a DAB in accordance with Sub-Clause 20.4.

The DAB shall comprise, as stated in the Particulal Conditions, either one or three suitabty qualified persons C'the members").

lfthe number is not so stated and lhe Parties do not agree otherwise, the DAB shall comprise three persons.
If the DAB is to comprise three persons, each Party shall nominate one member for the approval of the other Party.

The Parties shall consult both th*e members aud shall agree upon $e third member, who shall be appointed to act as chairman.

However, if a list of potential members is included in the Conracq the members shall be selected from those on the list, other than anyone who is unable or unwilling to accept appointment to the DAB.
The agreement between the Panies and either the sole member ('adjudicatoi') or each of the three members shall incorporate by reference the General Conditions of Dispute Adjudication Agreement contained in the Appendix to these General Conditions, with such amendments as are agrqed between them.
The terms of the r€muneration of either the sole member or each of the three members, shall be mutually agreed upon by the Parties when agreeing the terms of appointrnenl Each Party shall be responsible for paying one-halfofthis remuneration.

Ifat any tirue the Parties so agree, they may appoint a suitably qualified person or persons to replace any one or more members ofthe DAB.
Unless the Parties agree otherwise, the ' appointment will come into effect if a member declines to act or is unable to act as a result of death, disability, resi$ation or termination of appointrnent.

The replacemeot shall be appointed in the same manner as the replaced person was required to have been nominated or agreed upon, as described in this Sub-Clause.
5l 19.3 Failure to Agree Dispute Adjudication Board t9.4 Obtaining Dispure Adjudication Board's Decision The appointment of any rnember may be terminated by mutual ageement of both Parties, but not by the Employer or the Contractor acting alone.
Unless otherwise agreed by both Parties, the appoinfinent ofthe DAB (including each member) shall expire when the DAB has given its decision on the dispute referred to it under Sub-Clause 20.4, [Obtaining Dispute Adjudication Board DecisionJ, unless other disputes have been refered to the DAB by that time under Sub-Clause 20.4, in which event the relevant date shall be when the DAB has also given decisions on those disputes.
Ifany ofthe following conditions apply, namely (a) (b) (c) (d) the Parties fail to agree upon the appoinunent ofthe sole member ofthe DAB by the date stated in the first paragraph oFSub-Clause 20.2, either Party fails to nominate a member (for approval by the other Party) ofa DAB ofthree persons by such date, the Parties fail to agree upon the appointrnent ofthe third member (to act as chairman) ofthe DAB by such date, or the Padies fail to agee upon the appointment ofa replacement person within 42 days after lhe date on which the sole member or one ofthe three members declines to act or is unable to act as a result ofdeath, disability, resignation ortermination of appointment, then the appointing entity or official named in the Panicular Conditions shall, upon the request of either or both of the Parties and after due consultation with both Parties, appoint this member of the DAB.
This appointment shall be final and conclusive.

Each Party shall be responsible for paying one-halfofthe remuneration ofthe appointing entity or official.
If a dispute (of any kind whasoever) arises between the Parties in connection with, or arising out of, the Co[tract or the execution ofthe Works, including any disputo as to any certificate, determination, instruction, opinion or valuation of the Employer, then after a DAB has been appointed pursuant to Sub-Clauses 20.2 [Appointment of the Dispute Adjudication Boordl and 20.3 [Foilure lo Agree Disp te Adjudication BoardJ, either Party may refer the dispute in writing to the DAB for its decision, with a copy to the other Party.
Such reference shall state that it is given under this Sub-Clause.

For a DAB ofthree persons, the DAB shall be deemed to have received such reference on the dat€ when it is received by the chairman of the DAB.

Both Parties shall promptly make available to the DAB all information, access 10 the Site, and appropriate facilitics, as the DAB may require for the purposes of making a decision on such dispute.

The DAB shall be deemed to be not acting as arbi!-dto(s).
Within 84 days after receiving such reference, or the advance payment referred to in Clause 6 of the Appendix - Ceneral Conditions of Dispute Adjudication Agreemenl whichever date is later, or within such other period as may be proposed by the DAB and approved by both Parties, the DAB shall give its decisior, which shall be reasoned and shall state that it is given under this Sub-Clause.
However, if neither of the Parties has paid in full the invoices submitted by each member pursuant to Clause 6 ofthe Appendix, the DAB shall not be obliged to give its decision until such invoices have been paid in full.

The decision shall be binding on both Parties, who shall promprly give eflect to it unless and until it shall be revised in an amicable seftlement or an arbitral award as described below.
Unless the Contract has already been abandoned, repudiated or terminated, the Contractor shall continue to proceed with the Works in accordance with the Contract- i2 ts uors!aao s.pr€og uonecpnfpy atndstg ql!^\ (ldruoJ ot arn[?l L6t uo!1?ll!qrv 9'6t tuoru:ll.les rlquJrurv s'6r ol sIeJ fuEd E 'uorsrcap sIIl qll^\ pu€'8u!pulq puE lpuu euoceq ssq ({uEJr) uorsrcap pel?lar s.gVO aql ,[uotscaO s.ptoog uouoalpnfpv afldtlo 8ululDrqol ,'02 ,snelf,-qns u!
pe1r1s pouad aq1 ulpl^\ uolrcgslrPsslP Jo ecrlou ue,u3 seq ,Gre4 raqlrau (s) ^lduros (3) (q) :leql lua^a eql ul 's1.ro16 eqtgo ssor8oJd eql Aullnp polcnpuo.

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XuBd raqlla JI 8Z urttl1,ti 'i(su ^ued then the other Party may, without prejudice to any other rights it may have, refer the failure itself to arbi$ation under Sub-Clause 70.6 [Arbitration].

SuFClause 20.4 [Obtahing Dispure ,4djudicolion Board's DecisionJ and Sub-Clause ?

'O.5 [A,nicable Settle,nentl shall not apply to this reference.
t9.8 Expiry ofDispute Adjudication Poard's Appoinment Ifa dispute arises be.w*een the Parties in connection with, or arising out of the Contract or the execution of the Works and there is no DAB in place, whether by reason of$e expiry ofthe DAB's appointment or otherwise: (a) (b) Sub-Clause 20.4 lObtoining Dispute Adjudication Board's Decision| and Sub-Clause 20.5 [Amicoble Settlementl shall not apply, and the dispute may be referred directly to arbitration under Sub-Clause 20.6 [ArbitrorionJ.
Part 3 Particular Conditions of the Contract Unless otherwise required in the contex!

lhe terms and expressions used herein shall have the same meaning as lhey are defined in the Ceneral Conditions.

1 General 1.1 Form, Scope aDd Contert ofEPC for the Project l.t.lEPC (iEcludlng surve& design, procureoent and construction) The Project shall bc implemented by the Contractor by way of EPC, including the survey, design, procurement and execution thereof.
Under the guidance and supervision ofthe Employer, the Contractor shall fully complere all EPC Wolks Scope required Project as herein stipulated, including survey, design, pro$urement, constr.uction, commissioning, trail run, performanco testing, acceptance and warranty liability witliin the Defecs Notification Period.
l.l.2scope and Content ofEPC for thc Project Ll.2.lEPC Works Scope The EPC Works Scope shall be as follows: (a) Construction ofthe hydraulic main body ofthe quay, including 3 container berths of 50000DWT and I ro-ro benh of50000GT(with due consideration given to bulk cargo b€rth of50000Dw-t); (b) Harbor basin, berths and channel dredging; (c) Neccssary navigation and navaid facilities; (d) Formation ofback land area coBesponding to berths, foundation treatrnent and surface layer; (e) Purchase, installation and commissioning ofequipment v,/ithin the oonstruction scope ofthis project; (f) Ancillary and auxiliary works, including water supply, drainage, fue control.
elecEicity and lightiog; aod (g) Tmining of the Employer's personnel in the operation and repair of port equipment in accordanc€ with Appendix C.. For the avoidance ofdoubt, the EPC for the Project shall consist ofthe Units of Works in accordsnce with Appendix B. td l. I.2.2Partial Commissioning Test The Contractor shall organize the partial commissioning lest for the Project starting from the power-receiving poins within 50m of the constructioD red line to the beginning of non-loaded combined comnissioning, including the single ulit commissioniflg and system-specific commiss.ioning, whereby tl)e single unit commissioning shall mean the commissioning of individual machine and the system-specific commissioning shall mean the nonJoaded commissioning for all the equipment in the power, electric and heat control systems.
l.l.l.3Full Start-up Commissioning Test The full start-up commissioning test for the Project shall include three stages: "non-loaded combined commissioning', "heavyJoaded combin€d conrmissioning" and "full-loaded combined commissioning'.

The norhloaded combined commissioning shall be organized and completed by the Contractor in accordance with Clause 7.4 and Clause 9 of the Ceneral Conditions.
After completion of the non-loaded combined commissioning(which shall mean the Project has passed the Tests on Completion), the Contractor shall assist the Employer in conducting the "heavy-loaded combined commissioning" and "fult-loaded combined commissioning", both of which shall be organized by the Employer at its own cost.
1.1.2.4 Reliability trial operation and performance tests The Contractor shall take part in the reliability trial operation of the entire Project for , rhe durarion of which shall last no less than 30 days and shall not exceed 90 days, including uninterrupted full-loaded trail operation for at least 96 consecutive hours.

The Employer shall organize and complete the performance tests of the equipment supplied hereunder and the Contractor shall cooperate with such performance tests.
The Employer shall be responsible for all costs incurred in cormection with the reliability trial operation test and the performance tests.

1.1.2.5 The Contractor will not proyide any vehicles, boats or other facilities required for port operation before or for the Test on Completion.
THE FINAL DESIGN WILL BE AGREED UNTIL BEFORE I5.12.20I7 l.2Construction P€riod and Quality 1.2.1 The scheduled completion date C'Schedul€d Completion Date")for lhe Project shall be lhe date which is 48 months after the Commencement Date.
1.2.2 The Milestone schedule and payment schedule for the EPC Works Sqope shall be as set forth in Appendix 4. l.2.3Bonus for early completion tfthe Project achieves Completion before the Scheduled CompletioD Date, then the Employer shall pay a boflus of US$2,000 P€r day to the Conractor for the number of days starting on the actual Completion Date and ending on the Scheduled Completion Date.
If the Completion Date ocours more than9O days earlier than the Scheduled Completion Date, then the Emplover shall pay to the Contractor a bonus of (i) US$2,000 per day for the number of days starting on the l" day before the Scheduled Completion Date and ending on the Scheduled Operation Dare, ard (iD US$5000 per day for the number of days skning on the actual Complelion Date to the 60't day before the Scheduled Complerion Dale.
Notrvithstanding anything to the contrdry, the total amount of the bonuses to be paid by rhe Employer to the Contractor for early Completion shall not exceed 0.5% ofthe total Contftrct Price (i.e., US$3,541475.5).
55 1,3 Requirements for Survey atrd Design 1.3.1 Employer 1.3. t.l Offices If so requested by the Contractor, the Employer shall provide ofiice spaces as well as meals and accommodations, communications facilities, fansportation and olher conveniences to the suwey and design personnel of the Contractor performing onsite services, provided that the costs arising therefrom shall be boms by the Contractor.
1.3. l.2Confidetrtiality At all time until ten (10) yea$ after expiration hercof, without lhe prior written consent ofthe Contrsctor, the Employer shall not and shall ensure that its Personnel shall not publish, permit to be published, disclose any particulars ofthe Works in any trade or technical paper or elsewhere, disclose any information related to thh Project, the services contemplated herebn this Contract or the business activities of the Conractor for any purpose other than that stipulated herein.
1.3.2 Contractor 1.3.2.1 General The Conrractor shall carry out the suryey and design of the Project according to the technical standard and specifications set farth in Appendix X and the principles for design and selection ofequipment herein stipulated.

l.32.2Survey and design documents The survey and design documenG provided by the Contractor for the Employer in connection with the Project shall be in both Chinese and English.
l.3.2.3Design personnel The Contractor shall assign qLnlified survey and design personnel to carry out the survey and design of fie Project in accordaoce with lhis ContracL ' l.3.2.4Adjustmentandsupplementation ofdesigndocuments Affer delivering the design documents, the Contractor shall participare in the design review organized by the Employer according to the specific review plan separately agreed upon by the Parties and shall, according to the conclusion of the review.
make necessary adjustment aDd supplement to lhe design documents which are consistent with the Contract.

.
l.3.2.5Confidentiality At all times until ten (10) years after expiration hereof, without the prior written consent of the Employer (which consent shall not be unreasonably withleld), the Conuactor shall not and shall ensure that its Personnel shall not publish, permit to be published, disclose any pariculars of the works in any trade or tecbnical paper or elsewlrere, disclose any information related to this Project, the services contemplated hereby, this Contmct or the business activities ofthe Employer for any pupose other than that stipulated herein.
1.3.3 Delivery ofSurvey and Design Documerlts The Contrdctor shall deliver the relevant survey and design documents together wi$ the electronic files thereof (design documents including product drawings) to the Employer in the number of copies and at the time slipulated in Appendix 5 hereto.

The timing of the delivery of the relevant survey and design documents shall follow the milestones schedule for the overall progress of the Project.
Tho Contractor shall agree with any request made by the Employer for early delivery thereof before $e milestone schedule, provided that such request by the Employer does not substantially deviale from a reasonable design cycle.
i6 1.4 Contractor's Liability for Default 1.4.1 Liquidated damages for late completion Unless otherwise provided io this Contmct, if the Completion of dre Project does not occur on or beforc the Scheduled Complction Date and such delay is less than 60 days after the Scheduled Completion Date, the Contractor hereby agrees to pay to the Employer, as agreed liquidated damages and not as a pcnalty and as pa of the considemtion for awarding the contract, an amount equal to US$2,000 for each calerdar day by which the Completion occurs later than lhe Scheduled Completion Date.
If the Completion of tfie Project does not occur on or before the Scheduled Completion Date and such delay is more than 60 days after the Scheduled Completion Date, lhe Contractor hereby agrees to pay to the Employel as agreed liquidated damages and not as a penalty and as paft of the consideration for awarding the contracl (i) an amount equal to U5$2,000 per calendar day for the number of days starting on the Scheduled Completion Date and ending on the 59th day thereaffer, and (ii) an amount equal to US$5,000 per calendar day for the number ofdays startirg on the on the 60th day after the Scheduled Commercial Date and cnding on the actual Completion.
Notivithstanding anything to the contrary, in no event shall the Conlractor's liability under this Sub-Clause t.4.1 exceed I0lo ofthe total Contract Price (i.e., US$7,082.295).

1.4.2 Liquidated damages reasonable The Employer and the Contractor hereby acknowledge and agree that the terms, conditions and amount fixed pursuant to Sub-Clause I .4.
I the late completion of the Project are reasonable, considering the reduction in value of the Project and the incrcased costs that it is anticipated the Employer will sustain in the event ofthe Contractor's failure to achieve Completion by the Scheduled Completion Date.
The amount of the liquidated damages is agreed upon and fixed hereunder by the Parties because ofthe difiiculty ofascertaining oo the date hereof$e exact amount of reduction in value of the Project and increased costs that will be actually sustained by the Employer in such event and are a genuine estimate ofsuch reduction in value and increased costs, and the Parties hereby agree that the liquidated damages specified herein shall be applicable regardless of the amount of such reduction in yalue aclually occurring and/or such increased costs actually sustained by rhe Employer.
These liquidated damages shall be the only danrages due from the Contractor for the Contraclor's failure to achieve Completion by the Scheduled Completion Date and the Employer's sole and exclusive remedy for such default, other than in the event of termination under Sub-Clause 15.2lTermination b.v Employer) prior to completion of the Works.
These damages shall not relieve the Contractor from his obligation to complete the Services, or from any other duties, obligations or responsibilities which it may have under this Agreement.
l.5Employer's Liability for Default 1.5.1 Except where it is otherwise provided in the other clauses hereof, the Employer shall be in default upon the occurrencc ofany one or more of the following events, acts or conditions: (a) the Employer provides inaccurate information and instructions to the Contractor as a result ofwhich, the Contractor suffer delay in Completion and/or additional costs , and (b) the Employer fails to obtain the approyals and/or consent in accordance wilh Sub-Clause 2.2.1 of the Particular Conditions, as a result of lvhich, the ContEctor suffers delay in Completion and/or additional costs.
1.5.2 ln the event that the Employer is in default of its obligations hereunder pursuant to Sub-Clause 1.5.1 of the Particular Conditions, the Contractor shall, upon notice to the Employer.
be entitled to any or all of the following rights and remedies (in addition to any other rights and remedies that may be available to the Contractor hereunder or at Law or in equity) in accordance with the provisions of Sub-Clause 20.1 lcontroclot's Clqim) of the General Conditions: (a) with regard to Sub-Clause 1.5.1(a), (i) where the completion has been or will be delayed, an extension will be granled in resp€ct of such delay in accordance with the provisions of Sub.Clause 8.4 fExtension ofTimefor Completionf ofthe General Conditionsi and (ii) any such cost and reasonable profit shall be paid by the Employer.
ln addition, where the Contractor has to rework due to the inaccuracy of i7 information and instructions submitted by the Employer, the Employer shall also pay for the rework cosB for the additional worUoad by the Contractor resulting therefrom, the calculation of which shall be subject to the standards to be determined by the Parties through consultation; 8nd (b) with regard to Sub{lause 1.5.1(b), (i) where the Completion has been or will be delayed, an extension for such delay will be granted in accordance with the provisions of Sub-Clause 8.4 lExtension of Tine for Contpletionl ofthe General Conditions; and (ii) any such cost and reasonable profit shall be paid by the Employer to the Contractor accordingly.
1.6 Contract Price aIld Psyment 1.6.1 Total Contract Price As full consideration to the Contractor for the full and complete performance of the Works and all costs and expenses incurred in connection therewith, the Employer shall pay, and the Contractor shall accept, the sum of US$708,295,101 (Say: United States Dollars Seven Hundred and Eight Million Two Hundred Ninety-Five Thousand One Hundrcd and One) as the total Contract Price for the EPC Works Scope hereunder.
The total Contract Price shall be exclusive of all local taxes (including any value added taxes, withholding taxes, import duties and sales tari).
I.6.2 Compositior ofTotsl Contrsct Price: I.6.2.1 ltems ofexpenses and cosls included in the lotal Contract Price The total Contract Price shall include the expenses and costs incurred by the survey, design, purchase of equipment and materials, consEuction and project management undertaken by the CoDtractor within the scope of the survey, design, procurement, construction and technical services for the Project.
1.6.2.2 ltems ofexpenses and 6osts not included in the total Contract Price The total ContBct Price shall exclude the following: (a) All taxes incurred for any imports into the location ofthe Project, including import duties, income tax, GST and other taxes; (b) Costs of the local security guards or army engaged to protect the safety of the Site and the Work(for the ayoidance ofdoubt, the Contractor shall bear its own security expenses); and (c) Costs ofthe vessels and raw materials necessary for commissioning and testing.
1.63 Adjustmeot ofContrsct Price 1.6.3.1 The Contract for the Project shall be calculated on the basis ofthe sum ofthe total Cotrtract Price plus the result ofany price adjustment in accordance \,vith this Contract; 1.6.3.2 If the Contmct already contains rhe price applicable to a Vadation made to the Works, such price shall apply when making adjustment to the Contract Price; I.6.3.3 If the Contract already contains the price for work items similar to the Variation, the Contract Price may be changed by making reference to such similar price; 1.6.3.4 If the Conract contains no such applicable or similar price, the Contractor may propose an appropriate price for such Variation to the Employer for confirmation before implementationi l-6.3.5 When th€ actual quantity of a certain part of the Works changes by more than l% from the bilt of the unit costs of quantities or the quantity indicated in other statemenls, or any change in quantity directly caus€s such part ofthe Works to change by more than l%, the comprehensive unit price and the corresponding measures fee(if any) shall be adjusted accordingly purcuant to the following: (a) the Contractor shall propose a new comprehensive unit price and measures fee for the increased quantity or the quanlity remaining after deduction, and 58 then (ii) within 5 days after the Contmctor submits its proposal, the Employer or Employer's representatiye.shalt conltrm in writing before the adjustment can be made to the Contract Price and the proposed price be included into the Contract Price ofthe Project.
1.6.3.6 Tlre quantity ofthe Works actually completed shall be measured as described below: (i) The quantity shall be calculated on lh€ basis ofthe as-built drawings or, if there is no as-built drawing,;thg actual working drawings; (ii) lf lhere are both drawings and the detailed list of materials, the drawings shall prevail in measuring the quantity ofthe Works; and (iii) ln case of considerabls difference between thc detailed list of materials and the matcrials acually showr on the site, the latter shall prevail in measuring the quantity ofthe Works.
In case of any price adjustment caused by any change in laws and regulations aher the Base.

Dstcr by the fluctuation of commodity prices or devaluation of foreign exchange rate between United States Dollars and the actual currency used for the procurement of the materials/equipment to be supplied by the Contractor under this Contract, the Contractor may propose a Variation in accordance with Clause 13 of the General Conditions to the Employer for the Employer's confirmation.
1.6.i.7 When the price of any major materials (as detailed in Sub-Clause 1.6.3.8 of the Particular Conditions)to be supplied or used for the EPC of this Project changes by more than +5 o/o from the base prices, the price shall be adjusted and taxes shall be listed for the part in excess of+57o.

l.6.3.8Major materials shall include steels, cement, diesel, sand.

stones and block stones.


1.6.3.9 Base prices of major materials: The prices confinned by the Parties jointly 28 days before execution of this Contract.

1.6.4 Performance Security The Contractor.

shall, in accordance with the provisions of SuFclause 4.2 of the General Conditions hereof, provide the Employer with a Performance Security in an amount equal to 5% of the total Contract Pdce (i.e.

us$35,4r4,7551.
us$35,4r4,7551.

1.6.5 Defects Notificstion Period Bond within scyen (7) days after rccciying the Taking-Oyer Certiticate for thc last Section, the Contractor shall provide the Employer with Defects Notification Period Bond in an amount equal to 2olo ofthe total Contract Price i.e., US$14,165,902, which shall be provided by an entity in the country (or other jurisdiction) approved by the Employer, and shall be in the format attrched to the Padicular Conditions or other formats approved by the Employer.
The Contractor shall ensure the Defects Notification Period Bond remain valid and enforceable util any defect is rcmedied.
Where an expiry date is proyided in the clause ofthe Defects Notificslion Period Bond, yet the Contractor still has no right to get the Performance Certifiete within 28 days prior to the expiry date ofthe Defects Notification Period Bond, the Contractor shall extend the validity period of the Defects Notification Period Bond until any defect is remedied- Within 3 days after the Contractor receives the Performance Cenificate issued by the Employer for a Section, the Employer shall retum to the Contractor the warranty Bond for such Section.
The Employer shall be entitled to make drawings of all or a portion of the amount available under the warranty Bond in respect of any Section from time to time during the Defects Notification Period ifthe Contractor fails to perform in accordance with the Contract, including to pay for amounts for which the Employer is entitled to recover from Contractor pursuant to Sub-Clause II.4 ofthe General Conditions.
For the avoidance ofdoubt, each Defects Notification Period Bond may be drawn in any order elected by the Employer in respect ofsuch failure by rl) the Contractor.

1.6.6 Settlement Currency and lnvoice This Contract is denominated and paid in US Dollars.

The Contractor shall provide the invoice as required by the Employer in the format as set forth in Appendix X.
1,6.7 Advancement Paymetrt for the works within l5 days after this Contract takes effect, the Enrployer shall poy a lump sum equal to 7.57o of the total Conract Price (i.e., US$53,122,132.5) to the Conractor as initial advance payment (the "lnitial Advance Paymenf').
The Ernployer undertakes that another 7.5% ofthe total Contract Price (i.e., US$53,122,132.5) as the second advance payment (the "Sccond Adyance Payment", together with the Initial Advance Payment, the "Advance Payment") shall be paid to the Conmctor by it within twelve (12) months after the date of payment of the lnitial Advance Pal,rnenr paid.
At the time of ma.liing each Milestone Payment, the Employer shall deduct an amount equal to l5% of such Milestone Payment to rEpay the Advance Payment, until the Advance Payment is repaid by the Contractor to the Employer in full.
Where the Advance Payment has not been repaid in full before lhe Taking-Over Certificate for tbe last Section is issued, or prior to termination in accordance with Clause 15 lTerninotion by Enployul, Clause 16 lSuspension and Tertninqtion by Conlroctor] or Clause 19 fForce Majeurel (as thc case may be), then the remaining balance shall immediately become an amount due and payable by the Contractor to the Employer.
1.6.8 Confirmatior of Milcstone Progress 1.6.8.1 Upon receipt of the Milestone Progress Report prepared by the Contractor according to Sub-Clause 4.?
I of the General Conditions, the Employer shatl check the completed Milestone Progress Node as reflected in the progress report, and shall, withinT working days after receiving such Milestone Progress Report: (a) confrm with the Contractor in writing that the Milestone Progr€ss Node has been completed; or (b) refuse iR writing to confirm that the Milestone Progress Node has been completed, explain the reasons and point out the work that the Contractor needs to do.
The Contractor shall complete such work before issuing the application notice once again under th is clause.

1.6.8.2 Where the Employer neither confirms in writing nor refuses to confirm that the Milestone Progr€ss Node has been completed withinT working days, the Milestone Progress Node shall be deemed to have been completed upon the expiration of said 7 working days of the conformation period.
To avoid any doubt, the conflrmation of the Milostone Progress Node does not equal to the conformation of Completion stipulated herein.

The Completion ofthe Works and Sections shall be confirmed in accordance with Sub-Clause t0.l ofthe General Conditions and other provisions hereof.

1.6.9 Milestone Payments The Employer shall, according to the Milestone Schedule and Payment Schedule specified in Appendix 4 as well as Milestone Progress Nodes, pay the corresponding Contract Price to the Confiactor.
1.7 Defect Remedying 1.7.1 Defects Notification Period: The Defects Notification Period with respect of each Section shall be 1095 days starting from the day when the Ernployer issues the Taking-Over Cerlificate for such Section in accordance with Clause I0 of the Ceneral Conditions.

1.7.2 The Contractor shall send its personnel to make repair within 28 days after receipt of any repair notice 60 within the Defects Notification Period.

l.?.3 For any accident neccssitating emergency rcpair (e.g.
leakage of oil, gas or water in the piPeline)' the CoDtractor shall immediately send its personnel to the scene aftcr rcceipt of the notice of accident ftom the Employer.

1.8 Customs Clearence Responsibility The Contractor shall be responsible for customs clearance within the tenitory ofPRC, the cost of which shall be bome by the Contractor.
The Employer shall be responsible for customs clearance (customs duty and GST) ouside ofPRC which shall process the clearance as required by the Contractor and al the cost ofthe Employer.
1.9 Delivery After the Contractor submits the application for the commissioning or tests, the EmPloyer shall arrange all necessary conditions within twelve (30) days, including power supply, communications and automatic contol- lf the commissioning/test fails to takc place within twelve (30) days due to Employer's rcasons' the Employer shall bc deemed as having accepted the commissioninftest, If the Employer rearranges a commissioning/test, it shall bear all the costs so incrcased 2 The Employer 2.1.1 The Employer shall coordinate with local governmental agency, obtain visas and handle the relevant documeilts for all the staff members ofthe conEactor.
2.1.2 The Employer shall provide to the Contractor the basic data for design except survey, measwement and hydrology, and shall be responsible for rhe accuracy and correchess ofsuch data.

2.1-3 The Employer shall provide the energy media for constructioru commissioning and production for the Completion of the Project.

2.1.4 The Emptoyer shall coordinate with the relevant governmental departments for the convenient and unobstructed traffic ofthe roads leading to the Site.

2.
1.5 All taxes for imports made to lhe Project location, including import uriff, income tax and goods and services tax, shall be bome by the Employer, with the exception ofall Port Leyy fees- Since all the tax cxemptions are subject to the approval by the Ministry of Finance and Economic Development C'MoFED") of the Republic of Sierra Leone, before they are excmpted or approved by MoFED, if the Employer frils to pay the taxes mentioned in this paragraph and such taxes are actually paid by the Contractor, the Employer shall reimbursc such taxes paid by the Contractor in full every three mouths, until they are fully reimbuned.
When requesting reimbursement fiom the Employer for such taxes,-the Contsactor shall submit to the Employer the documertary evidence and explanations for paying such taxes, and the Employer shall, within 30 days after receiving such docume[ts and explanuions, make payment to the Contractor- 2.1.6 After the notice for Commeocement of Work is issued by the Employer, if the Contractor finds that further permits or approvals arr necessary for the implementation of this Project in addition to those as set fonh in Sub4lause 222 ofthe Padicular Conditionq the Employer shall pmvide assistance and ensue that the Crntractor is able to obtain such permits or approvals in a timely manner- Where rhe Contractor sufErs any delay and/or additional costs as a rcsult of the Employer's failure to timely obtain the aforesaid permiG or approvals, the Contractor shall render a ootice to the Employer and, in accordance with the provisions of SutsClause 20.1 fContractorl Cloiml.
have the right to demand the following: (a) where the Completion has been or will b€ delaycd an extension will be granted in respect ofsuch delay in accordance witlr Sub-Clause 8.4 [f.rleas ion ofTimefor Complelron] ofthe General Conditions; 2.2 Permits, Liceuses orApprovals 22.1 Before the notice for Commencement of Works is issued by the Employer 6t (i) The Employer shall obtain the rclevant consttuction permil notice to marineB and other, necessary certificates or approvals for conshuctioo as well as approval documents for temporary land use, as detailed in the list set forth in Appendix 9.
Mrere the Works are obstructed due to incomplete construction formalities, the construction period shall be extended accordingly and the Employer shall indemnifu the Contractor for costs and expenses arising therefi om.

(ii) The Ernployer shall, at its o\vn costs and expenses, obtain the relevant cenilicates of rights and complete the rclevant formalities, which shali be processed in the name of the Employer, for land expropriation, demolition and construction pemit.
The cookactor will reimburse all the cost above to the Ernployer.

2.2.2 The Employer shall coordinate and handle the protection work of underground pipelines around the constmction site, adjacent buildings and structures (inciuding the buildings of historic prcservation) as well as ancient and famous trees.
3 Waiver of Sovereign Immunity The Employer unconditionally and inevocably: (a) agrees that the execution, delivery and performance by it of this agreement constitutes private and commercial acts ruther than public or govemmental acts; (b) agtees that, should any proceedings be brought or any expert determination be sought against it or its assets other than assets protected by the diplomatic and consular privileges in any jurisdiction in relation to this Agreoment or any tmnsaction contemplated by this Agreement, no immunity fi'om such proceedings shall be claimed by or on behalf of itself or \a,ith rcspect to its assets; (c) waives any rcquiremeot under the State Proceedings Act 2000 to give prior notice before bringing a claim against the govemment; (d) consenrs generally in respect of the enforcement of arty expen determination or arbitral award (whether by judgment or otherwise) against it in any such proceedings in any jurisdiction and to the giving of any relief or the issue of any process in connection with such determination or proceedings (including the making, enforcement or execution against or in respect ofany property whatsoever irrespective of its use or intended use; (e) consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may hereafter acquite, of any coun of competent jurisdiction for aDy action filed by the Company to enforce any arbitral award or decision made pursuant to arbitration conducted pursuant to this Agrcement;
 (f waives any objection that it may now or lrereafter have to the venue of any action or prcceeding brought as consented to in this Agreement and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same; (g) agrees that service ofprocess in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforemeltioned coufl, or in the manner permi[ed under this Agrcemem; and (h) waives any and all rights it may have to enforce any expert determination, judgment or claim in the courts ofany jurisdiction.
62 lN WITNESS WHEREOF the parties hereto hayc hercunto set thcir respective hands and caused their Common Seals to be affixed the day and year fifft above wrinen.

Sign N behall of Port Development (SL) Ltd Chsirman Mr. David Ben Lulu GROUP CO., LTD I a 7 I Mr. 7 -V\ '19* ../ bYNd;' Minister of and Tra[sport of Vice General Manger of the Republic Sierra Leone Hon.
Koroma TIDFORE IIEAlry EQUIPMENT GROI]P CO., LTD Miss Zhang Qinwen 63 APPEIIDIX A Employer's Reeuire.melts for Pqrt-Elizabeth II Expansion Project of the Republic of Sierra Leone In order to catch up wit}I the pace of foreign Eadc and eosure development of hinterland tconomy, tbe govemment of Sie[a,Leone plans to upgade Port Etizabeth II of Port of Freetown wbicb is the oily port in the courltry, DegFwater containsland Ro-Ro terminals are going to be coDstucted.
The gcivernmcnt also etrdaavors to forge it into a cortaher traNit port of West Africa.

\ I.

Construction Needs As follows: i.

Main construction of three new-built 50000DWT conlairer berths and one new-built 50000DWT (cum 50000DWT bulk berth) Ro-Ro berth with a total quay lenglh of t280m; ii.

Drcdging ofthe harbor basin, berths and channels; iii.

Construction of necessary navigation facilities; iv.
Land formation, foundation and surface tr€atsnent for the back land area which are associated with the berths with a total area of49.5 bectare.

v. Haudling equipment withiD the construction scope; vi.

Water supply and dninage, fue control, electronic tightii)g aod other audliary faoilities; vii.

Equipment for port opention and key stafftraining; viii.

Constructiotr ofmair port offce managemetrts buitding as 0ie design submits by SLPA.

.

\ \ '-,* Of whicb: (I).

Port Hydraulic Coustruction Work i.


Main consmlction of three new-built 50000DWT container berths and one new-built 50000DwT (cum 50000DWT bulk berth) Ro-Ro berth with a total quay length of 1280m; ii.

Dredging works of auxiliary harbor basin, berths and charurels; iij.

Necessary navigation facilities for the new-built harbor basirq berths and chauels; iv.

Main port oftice (Eanagement builditrg) according to design supplied by SLPA.

(II).

Land Formatiotr Etrgileering i.


Land fi[ing (reclamation) and foundation tseafnent for the back land area which are associated wilh the four new-built berths with a total area of44.5 hectare.

ii, Bark revetment work of both sides of back land area which are associated rrith the four new-built bsrths with a total length of 320m.

iii.

Container yard surface layer and in-port road construction engineering corresponding to the four new-built berths with a total area of49.5 hectare.

(IID.
(IID.

Construction and Erection o[Handling Equipmetrt and OtherAuxiliary Facilities i. hocurement, installation and test ofhandling equipment to be purchased for the four new-built bertlrs.

Models of equipment to be purchased: No.
Equipment Specification Unit a'ty 1 2 I Portal crane Single bucket loader 25t-37m 5m" Set Set 3 8 Ro-Ro (cum bulk) berth 64 I o I Single bucket loader Dump lruck 1.5m3 40t Mobile belt conveyor V=2.sm/s, B=1.6m Tractlon trolley Wheel crane Forklift Platform weigher Ship to Shore container crane Multi-purpose portal crane sG73-5 25t 16t 1201 Container berth 41t 40t Gantry container crane Span: 23.47m, capacity: 45t Reach stacker Forklift Container traction chassis No-load case stacker Inside forklift Platform weigher 45t, max pile 5 layers 1-3r 8t 3r 120t Set Set Set Set Set Set Set Set Set Set Set Set Set Set 1 5 ,l 3 2 6 2 10 2 12 12 J 3 2 ii.
Construction, procurement, installation and test of water supply and drainage, fire control, power supply, lighting and telecommunication for the four new-built berths II.

Time for Completion Work within this contract should be completed within 48 months.

III.
Design and OtherTechnical Standards Design, construction, equipment procurement and installation of this project should as per tbe following design specifi cations and standards: l, General Rules on Water*ay Engineering (JTS|4l -201 l) 2, Formulation Methods for Pre-Ieosibililt-srudy Report qnd Project Feasibilily Study Report of Pora Construction Ptoject 3, ComPilation Regulalions on Port ond llatetwdy Engineering Construction Drowings (JN I 10-7-201i) 4, Aenerol Design Srandords ofPort (JTSI65-2013) 5, Cocle for Port Hydrolog (JTSI45-2-2013) 6, Codefor Design and Construction ofGrovity Quoy (J73167-2-2009) 7, Codefor Design and Construction of Long Piled lyhqrf(JTsl67-t-20t0) 8.
Design Spec|icatio s d Ro-Ro Tetninols (JTSI65-6-2008) 9, Codefor Loads ht Port Engineering (J7SI44-|-2010) 10, Codefor Foundarions in Pon Engineering (JTSt47-t-2010) tl, Codefor Desigi and Constntction of Reyetment Wot*s of Port Md Waterwcy (JTJ 300-2000) 65 99 &ulpld,tt D papptqs-so?

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 amounts of payable project tunds (Deduct 15% of advance payment each installment) (Ten thousand dollars) Total project funds (Ten thousand dollars) Remarks Payable project funds (Ten thousand dollars) 10619.94 1200.00 1020.00 1200.00 '1600.00 1360.00 1600.00 Assign project insurer 338.27 287 .53 338.27 Assign project supervisor Provide equipment purchasing list (Start equipment processing) Complete equipment installation and commissioning for each berth Complete temporary works Complete every six caissons
 pre'casting Complete every six caissons installation Complete every 70m breast wall casting Complete installation of boat fender, bollard and steel rail Complete accepiance of wharf construction unit Complete reclamation of harbor basin and berth Complete acceptance of reclamation of harbor basin and berth 1594.57 13s5.38 1594.57 bJUZ TJb 5357 .26 21 18.00 '1800.30 14774.66 4 berth in total 96 pcs ln total 96 pcs ln total 1280m ln total 3000.00 2550.00 3000.00 327 .08 278.O2 5233_27 766.51 65'1.53 12264.14 266.87 226.84 4879.90 1049.00 891.65 1049.00 1171_32 995.62 1171.3?
499.29 424.40 499.29 24.96 21.22 24.96 12 1 2 3 4 6 7 a '10 11 IJ 14 I I I 15 16 17 18 '19 20 21 22 24 25 26 27 28 29 30 JI Complete construction of revetment work of container berth Complete acceptance of revetment work of container berth Complete construction of revetment work of Ro-Ro berth Complete acceptance of revetment work of Ro-Ro berth 616.64 524.14 30.83 ?6.21 367.38 312.27 otoo4 30.83 t6 J/ 1 5.61 18.37 Backfill 1/8 area 927 .30 788.20 7 418.36 Complete acceptance of backfilling works Foundation treatment 118 arca Complete acceptance of foundation works Surface course 1/8 area Complete acceptance of surface course works Complete construction of subsidiary buildings Complete acceptance of subsidiary buildings Complete acceptance of installation of handling equipment Complete acceptance of water supply and drainage and fire protection works Complete acceptance of environmental protection ',Yorks Complete acceptance of power supply and lighting works Complete acceptance of communication control works .16 235.59 277 .16 570.53 484.95 570.53 Total 70829.51 56663.61 70829.5'1 73 IL :sPrEPusls Pu?
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37, Quality of electric energt supplt -Honnonics in public suppb net*o (GB/f|4549) 38, F.E.M.

Rules for the design of Hoisting Appliances L lI.


Quality Assurance System l. Construction Quality Objcctive Implement national engineering quality acceptance standards currently in effective and reach qualified slandards.

2.

Quality Maoagement Rules Project manager is directly responsible for quality management.
Quality engineer is in charge of control, inspection, informalion feedback and quality problem solving and at the same time he is under supervision of supervisors and delegates sent by the Owner.

Responsibilities ofproject qualityjobs are as follorvs: 2.l Project Manager 2.l.lChief responsible person of the project and be fully responsible for project qualiry on behalf of the comPany.

2.l.2Ta}.e the initiative to implement national norms and standards on project quality.
Implemenl lifeJong liability ofconstruction qualiry.Improve personnel quality and law awareness.

2.1.3 Responsible for the Owner.

Implement quality documents formulated by design and supervising engineer in time.

Organize leaming ofsuch documents and practice effective utilizatiorL 2.1.4 In charge of implementation of quality management responsibility system, contract management, a-ssessinent of sub-contractors and checlJng of work of chief engineer, p.oject vice-manager and each departrnent.
2.2 Project Vice.manager 2.2.1In charge of implernenation ofproject quality policies and objectives; 2.2.21n charge ofcoordination ofconstruction ofunit projects and sub-divisional works; 2.2-3ln charge of formulation and implementation ofannual, quarterly and monthly construction schedule; 2.2.41n charge of assessment of construction organization and design, organization of fypical construction ofkey projecs, checking other departments work 2.3 Project Chief Engincer '76 2.3.1In charge ofproject quality management uoder the guidance ofproject manager; 2.3.21n charge of implemenlation of ISO9002 and effective execution of quality management system: 2.3.31n charge of establishment and improvement of quality assurance system, organization of construction as per Construction Organization Plan approved and assurance ofproject quality.
2.3.41n charge offomiulation ofproject quality assumnce plan and solutions for key technical issues; 2,3.51n charge of organization of implerrrentation of inspection and testing, control of measureinent and testing equipment as well as accounting oftechnical factors; I I 2.3.61n charge offormulation and implementation ofcorrective and preventiye measures 2.4Rosporsibility of Ergineering Department 2.4.1[n charge of implementation ofproject qua]ity plan under the guidance of chiefengineer; 2.4.21n charge ofcompilation ofconstruction organization plan and technical disclosure; 2.4-3ln chalge of formulation of construction production plans and issuing of such plans to each construction team; 2.4.41n charge of on-site qualiry issues and setllement of such issues, and making amendments and supplements to curent design documents and construction measurcs on condition that project quality can not be guaranteed, as well as superyision and implementation ofsuch amendments and supplements.
2.4.51n charge ofcompilation ofoperator instructions and specific technical quality standards.
z.5safety and Quality Assurance Department 2.5.lln charge of establishment and operation of qualiry assurance system and formulation of quality objectives of manager departmenq 2.5.21n charge of compilation and implementation management procedtrres and implementing regulations of quality assurance system and supervision of each department in compilation and implementation of its own quality management procedures and implementing regulations.
2.5.31n charge ofsupewision and examination ofeffective implementation ofquality assurance measures; 2.5.41n charge oforganization ofcompilation and amendment of project quality assurance plan; 2-5.sAttendance at qualifi calion appraisal of suppliers; 71 2.5.61n charge ofinterface management ofquality assurance sys[em and quality inspection; 2.5.71n charge of implementation of quality plan, acceptance of control pojnt and hold point of construction and quality; formulation of non-conformance report and assessment of solutions proposed by technical departments as well as implementation ofsuch solutions; 2.5.8Take actions against non-conformance services including construction suspension and making reports to project manager; 2.5.9Report quality conditions to department in charge and project manager and assist project manager with reviewing and assessment ofeffectiveness ofquality system; 2.5.101n chalge of implementation of "Three Checks" which include self-checli, rnutual check and random check by quality team, acceptance of such checks according to scope ofexamination and project schedule, as well as filling ofconstruction inspection reports.
2.6Ship Materials Department 2.6.lln charge of investigation and assessment of supp[ers of main raw materials, components and equipment, seleclion ofsuch suppliers and submitting such recommendations to project manager for approval; 2.6.21n charge of sampling inspection of incoming materials (including customer p.operty), collaboration with attesling officers, and delivering such samples to field laboratory or other qualified local inspection autlrorities; 2.6.31n charge offield rnaterial identification and setting up ofaccounting book for tracking and control; 2-6.41n charge of storage and accumulation of incoming materials to guarantee effectiveness of material quality; 2.6.5Ensure sound performance of on-site equipment and accuracy and reliability of instruments.
In charge of maintenance, repair and management of construction ships and vessels and mechanical equipment.

Ensure their normal operation.

In charge of supply of fuel, material and freshwater for slrips, vessels and mechanical equipment.

In charge ofprocurement of spare parts ofships, vessels and mechanical equipment.

3.

Quality Management System 3.1 Quality Liability System Implement lSO9002 quality system documents.
Establish quality liability system for each post with clear division of work and individual rcsponsibility.

lmplement thrce-class management and economic responsibility contrdct system managed by project department, construction department and constuction teams.

Clear division of responsibility, rights and interests among project departmenl, construction departnent and construction teams should be made and incentive and punishment measures should be established.
Production plan rvill be sent to construction department at the beginning of each month by project departrnent.

Head of the construction department will need to sign on it in that this is directly linked to economic benefits.

lnspection and assessment on project quality will be taken by rclevant departments which are functional departments of project departrnent.

78 3.2 Quality Training 3.2.1 Projecl managerc should raise employees' awareness ofquality.
They should be informed that qualiry constitutes the life of an enterprise and quality is benefit.

All employees should aftach great importance on working quality as well as product.

They should put quality in their firs priority.

3.2.2Enhance training for operators, especially for newly employed migrant workers.

They can only work on their posts after qualified training.

Construction personnel should have a clear undentanding about operation tips and quality requirements.
33 Joint Trial Systenr of Drawings Organize technicians and other rclevant personnel learn how to review drawings.

Problems conceming design drawings should be solved together with design units in time.

Joint trail record should be filled out and ask the Owner, designer and supewisor to write comments and sign their names on it.

I I I 3.4 Quality Planning Field inspection should be conducted by relevant personnel prior to conslruclion to get a basic knowledge about construction conditioos.
Constuction features of this project should be analysed and discussed by technicians and construction management personnel under the guidance of project leaders.

Plans selected should meet such requiremen6 as project schedule, quality, safety, enyironmental protection and low construction cost.

Designs, objectives and specific assurance measures should be formulated on this basis.
3.5 Technical Disclosure System Prior to construction, technicians, quality controllers and safety officers should complete technical disclosure in writing to construction personnel, 3.6 Typical Construction System Typical construction should be taken for newly slarted projects.

Construction features of this project can be known thrcugh typical construction.

Feasibility ofgiven technologies and qual;ty assurance ability should be inspected and summarized.
lmproving measures should be talien to perfecl construction process and ensure normal performance ofthe next process.

3.7 Quality Management Point Quality management points should be set up for key and difficult processes.

Solution activities should be held by means of brainstorming.

Specific prc-control measures should be formulated and implemented.

Implementation results can be testified through examination.

lmprove project quality by means ofPDCA.


3.8 Construction Baseline Acceptarlce and Observation Systenr Plane coordinates and benchmarks given by the Owner should be rechecked carefully.

Feedback of issues should be submitted lo supervisor in time.

Construction plane control network and vertical control network should be established on this basis.

Measuring and calculation results should be submitted to supewisor in writing.
They car be put into use only after they are testified to be qualified by a third party.

Observation poinr for buildings displacement and subsidence should be set up according to regulations.

Observation should be conducted regularly and relevant documents should be organized.

J.9 Process Acceptance System Acceptance ofprocesses should be conducted in time by relevant personnel.
For concealment construction, concealment construction receiving reports should be filled out and submitted to supervisory engineer.

The subsequent prccess can not be conducted ifthe last one has not be accepted or is unqualified.

'79 3.I0 Test and Measuremeni Strenglhen management of test and measurement, measurcment inspection, concrel.e strength test and other indicators tests.

Control of such indicators as concrete strength should be accurale and be calculated , analyzed and summarized in time.
Inspection and calibration of testing and measuring tools should be conducted regularly.

Unqualified ones can not be put into use.

3,ll Raw Material Control Srengthen control of raw materials.

lncoming raw materials must have product certificate and acceptance certificate.

Re-examination should be talien for incoming materials based on regulated batches.

Unqualified materials arc not allowed to put into use.
3.12 Technical lnnovations During construction, new teclmiques, new materials, new technologies should be introduced and applied so as to increase economic returns and ensure quality.

Quality seminars and field disparching meetings should be held regularly to sotve key issues in construction.

4.

Quality Assurance Technical lvleasures 4.1 Preparation prior to Constructioo 4.l.lOrganize relevant personnel for field inspection to get familiar with natural and construction conditions of the project.
4,1,2 Organia learning of drawings for technicians and other relevant personnel.

Solve problems concerning drawings in time.

Fill in record ofjoint check up in the drawing and ask the Owner and supervisor to write comments and sign their names on it.

4.2 Techuical Matragement during Coostructioo 4.2.lPrior to construction, technicians, quality controllers and safety officers should complete technical disclosure in writing to construction personnel and listen to suggestions.
Clear division of responsibilities should be made and technical disclosure should be complete.

4.2.2Typical conshuction should carried out first for key projecls prior to normal construction.

4.2.3 Formulate project quality measures plan and establish quality management point for milestone operations.

4.2,4 Oryanizalior, and acceptance of construction baseline, calculation sheet, concealment engineering cheok and completion documents.

Visas should be prepared in time with complete procedures.
4.2.5During construction, new techniques, new materials, neu, technologies should be introduced and applied so as to increase economic retums and shorten construction period.

4.2.6Quality seminars and field dispatching meetings should be held regularly to solve key issues in construction.

4.Z.7Strengthen management of tests and measurement.

lncoming raw materials must have product certificate and acceptance certificate.

Only qualified measuring tools can be used.


80 4.2.8lmprove qualities and skills of staff.

Professional lrainlng should be conducted for newly employed migrant workers regularly.

They can only rvork on their posls afier qualified training.

4.2.9strengthen inspections on raw materials.

Re-examination should be taken for incoming materials.

Unqualified materials are not allowed to put into use.

4.2.l0Chief technicians should do their job carefully and properly.
Construction sketches and technical disclosures should be reviewed and signed.

Records of instructions.

design alteration and work amount should be in detail.

4.2.

1 l lnspection of raw materials should be conducted carefully and propelly by the laboratory so as to improve work quality and technical level.
8l APPENDTXF List of Technical Documents to be Submitted for the Elizabeth ll Quay Expansion Project of the Republic of Sierra Leona No Item Specs Q'tv Remarks 1 2 4 5 6 7 I Feasibility Study Report of the Elizabeth ll Ouay Expansion Project of the Republic of Sierra Leona Construction Design of the Ellzabeth ll Quay Expansion Pro.iect of the Republic of Siena Leona As-built Drawings ofthe Elizabeth ll Quay Expansion Project ofthe Republic of Sierra Leona Reconnaissance Report of the Elizabeth ll Quay Expansion Project of the Republic of Sierra Leona Hydrologic Survey Report of the Elizabeth ll Quay Expansion Project of the Republic of Sierra Leon Wave Mathematical Model Test Report of the Elizabeth ll Quay Expansion Project of the Republic of Siena Leon Bathymetric Chart of the Elizabeth ll Quay Expansion Project of the Republic of Siena Leon Printed 10 1 I 1 8 1 B 1 I 1 I 1 I 1 Electronic Printed Electronic Printed Electronic Printed Electronic Printed Electronic Printed Electronic Printed Electronic Printed Environmental and Social lmpact Assessment Report of the Elizabeth ll Quay Expansion Project of the Republlc of Sierra Leon Electronic 1 82 APPENDIX G Training Arrangement L Technical Training in Factory I ln order to help the Buyer master usage of contract equipment as soon as possible and ensure reasonable usage, maintenance and operation of eqtripment after delivery, the Seller should invite 2-4 technicians (main.ly rechnical rnanagers) from the buyer for a two-week techaical taining (principally electrical technology) in the seller's factory.
(In two groups, each 1-2 persons).

2 Training of electrical technology is divided into thee parts whicl, are PLC, speed regulation device and survei llance management.

3 PLC: Programming Ianguage, operation methods of programmers, modification and debugging ofprocedures and data on off-line/on-line condition.

4 Speed regulation device: Main structures, location of key components, definition of wire jumpers, interfaces, on-lines and methods for setting, calculation and debugging of parameters.
5 Surveillance management system: Applicatiou of software, etc.

6 Training approach: Combination oftheoretical lectures and practical operation.

IL On-site Technical Training The Seller shall provide a two-phase on-site training course for operators, maintenalce and repair persormel (the fint phase for operators which lasts two weeks; the second phase for mairtenance and repair personnel which lasts one week).

Approximately six people can participate each pJrase's training course.
This training course cao come between installation and commissioning courses.

Through such training, operators should master operation and maintenance methods of portal craues, and maintenance and repair persoonel should be proficient at debugging via application of instruDrents as well as performing complicated maintenance aad repair.

The Seller should ensure aalning quality and have assessments for trainees.
8l APPENDIX H General Conditions of Dispute Adjudication Agreement I Definitions 2 Geoeral Provisions warrd-oties Each 'Dispute Adjudication Agreemcnt" is a tripartite agreement by and between G) (b) (c) the "Ernployer"; the "Contr"dctof; and the "Membei'ryho is defined in the Dispute Adjudication Agreement as being: (i) the sole member ofthe "DAB" (or *adjudicato/) and, where this is thc case, all references to the "Other Members" do not apply, or (ii) one ofthe three percons who arejointly called the "DAB" (or "dispute adjudication boad") ard, where this is the case, the other two persons are called the "Other Members".
The Employer and the Contractor have entered (or intend to enter) into a contract, which is called the "Contract" and is defined in the Dispute Adjudication Agreemenq which incorporates this Appendix.

In the Dispute Adjudication Agreement, words and expressions which are not otherwise defined shall have the meanings assigned to thom in the Contract.
The Dispute Adjudication Agreement shall take effect wheo thc Employer, the Contractor and each of the Members (or Member) have respectiyely each signed a dispute adjudicalion agreemeDt.

When the Dispute Adjudication Agreement has taken effect, the Employer and the Contractor shall each give rotice to the Member accordingly.

lf the Member does uot receive either notice within six months after entering into the Dispute AdjudicatioD Agreement, it shall be void and ineffective.
This employment of the Member is a personal appointment.

No assignment or subcontracting of the Dispute Adjudication Agreement is permitted without the prior written agrcement ofall the parties to it and of the Other Memben (ifany).

The Member warrants and agrees that he/she is and shall be impartial and independent of Ihe Employer, thc Conrador and tbe Employer's &epresentative.
The Member shall plomptly disclose, to each of theD and to the Other Members (if any), arly fact or circumstance which might appear iDconsisteot with his4rer waranty and agreement of impartiality and independence.
Wleu appointing the Member, the Employer and tle Conractor relied upon the Member's represenlations that hc/she is: (a) experienced in the work which the Contractor is to carry out under the Contract, experienced in the intcrpretation ofcontract documerltation, and fluent in the language for communications defined in the Contracl (b) (c) 4 Genel.al Obligations of the Member The Member shall: (a) have no interest financial or otherwise in the Employer or the Contractor, nor any finaocial interest in the Cootmct except for payDent under the Dispute Adjudication Agreement; 84 (b) (c) (d) (e) (f) (e) (h) (i) not previously have been employed as a consultant or otherwise by the Employer or the Contractor, except in such circumstaoces as were disclosed in writing to the Employer and the Contractor before they signed the Dispute Adjudication Agreement; have disclosed in writing to tbe Employer, the Contractor and the Other Members (ifany), before eotering into the Dispute Adjudication Agreement and to his/her best knowledge and recollection, any professional or persooal relationships with any director, omcer or employee ofthe Employer or the Contractor, and any previous involvement in the overall projeo ofwhich the Contract forms pan; not, for the duration ofthe Dispute Adjudication Agreement, be employed as a consultant or otherwise by the Employer or the Contraclor, except as may bc agreed in writing by the Employer, the Conuactor and the Other Members (ifany); comply with the annexed procedural rules and with
 Sub-.Clause 20.4 of the Conditions of Contract: not give advice to the Employer, the Contractor, the Employer's Personnel or the Contactor's Pe.sonnel concerning the conduct ofthe Contract, other than in accordance with the annexed procedural rules; not while a Member enter into discussions or make any agreement with the Employer or the Contractor regardirg enrployment by any ofthenq whether as a consulta[t or otherwise, after ceasing to act under the Dispute Adjudication Agreement; ensure his/her availability for any site visit and hearings as are necessary; and treat the details ofthe Contract and all the DAB'S activities and hearings as private and confidential, and not publish or disclose them without the prior written consent ofthe Employer, the ContEctor and the Other Members (if any).
5 General Obligations of the Employer and the Contmctor 6 Payment The Employer, the Contractor, the Employer's PeBonnel and the Contractor's PersoDnel shall not request advice fiom or consultation with the Member regarding the Contractor otherwise than in the normal course of the DAB's activities under the Contract and the Dispute Adjudication Agrcement, and except to the extent that prior agreement is given by the Employer, the Contractor and thc Other Members (if any).
The Employer ald thc Contractor shall be responsib)e for compliance with tl:is provisiorl by t}e Employer's Personnel and the Confactor's PersoDnel respectively.
The Employer and the Contractor undertake to each other and to the Member that the Member shall not, except as otherwise agreed in writing by the Employer, the Contractor, tho Mcmbor and the Other Mernbers (if any): (a) O) (c) be appointed as an arbitrator in any arbitration under the Coni?ct; be called as a witness to givc eyidence conceming any dispue before arbikato(s) appointed for any arbitration under the Contract; or bc liable for any claims for aDything dooe or omitted in the discharge or purported discharge ofthe Member's functions, unless the act or omission is shown to have been in bad faith.
The Employer and the CoDtractor hereby jorntly and severally indemnifi and hold the Member harmles against and from claims from wbich he/she is relieved from liability under the preceding paragraph.
The Mcmber shall be paid as follows, in the cunency named in the Dispute Adjudication Agreement: (a) a daily fee which shall be considered as paymeDt in fuU for: (D each working day spent reading submissions, anending hearings (ifany), preparing decisions, or making site visits (ifany); and 85 (ii) each day or part ofa day up to maximum oftwo days travel time in each dircction for thejoumey (if any) between the Member's home and site or an other Iocation ofa meetiDg with Other Members (ifany) and/or the Employer and the Contractor; (b) (c) all reasonable expenses iocurred in connection with the Member's duties, including the cost ofsecrEtarial services, telephone calls, courier charges, faxes and telexes, travel expenses, hotel and subsistence cosE; a receipt shall be requircd for each item in excess offive perceDt ofthe daily fee refened to in sub-paragraph (a) of this Clause; and any taxes properly levied in the Country on paymenls made to the Member (unless a national or pemanent resident ofthe Country) under this Clause 6.
The daily fee shall be as specified in the Dispute Adjudication Agreement.
Immediately after the Dispute Adjudication Agreement takes effect, the Member shall, before cngaling in any activities under tbc Dispute Adjudication Agreemeot, submit to the Conaactor, with a copy to the Employer, an invoice for (a) an advance oftwenty-five (25) percent of the estimated total amount of daily fees to which he/she witl be entitled and (b) an advance equal to the estimated total expenses that he/she shall incur in connection with his/her duties.
Payment of such invoice shall be made by the Contractor upon his receipt of the invoice.

The Member shall not be obliged to engage in activities under Ore Dispute Adjudication Agreement until each of the Members has been paid in ftrll for invoices submitted under this paragraph.

Thereafter the Member shall submit to the Contractor, *'ith a copy to the Employer, invoices for the balance of his4rer daily fees and expenses, less the amounts advanced.
The DAB shatl not be obliged to render its decision until invoices for all daily fees and expenses ofeach Member for making a decision shall have beeu paid in full.

Unless paid earlier in accordance rvidr the above, the Contractor shall pay each of the Member's i.nvoices in full within 28 calendar days after receiving each invoice and shall apply to rhe Employer (in the Statements under the Contract) for reimbursement of one-halfofthe amounts ofthese invoices.
The Employer shall then pay the Contmctor in accordance with tie Contract, lf the Contractor fails to pay to the Member the amount to whjch he/she is entitled under the Dispute Adjudication Agreement, tie Employer shall pay tbe amount due to the Member and any other amount which may be required to mairttain the operation oftho DAB; and without prejudice to the Employer's rights or remedies.
ln addition to all other righrs arising from this defaull" tbe Employer shall be eNhled to reimbursement of all sums paid in excess of one-halfofthese paymenls, plus all costs ofrecovering these sums and financing charges calculated at the rate specifed in Sub-Clause 14.8 of the Conditions of Contract.
If the Member does not receive payment of the amount due \a,ithin 28 days afler submitting a valid invoice, the Member may (i) suspend bis/her services (without notice) uotil the payment is received, and/or (ii) resign his/her appoinfrnent by giving notice to the Employer and the Contractor.

The notice shall take effect when received by them both.

Any such notice shall be final and binding on the Employer, the Contrdctor aDd dre Member.
If the Member fails to comply with any obligation under Clause 4, he/she shall not be enlitled to any fees or expenses hereunder and shall, witbout prejudice to their other rights, reimburse each of tie Employer and the Contractor for any fees and expenses receiyed by the Member and the Other Memben (if any), for proceedings or decisions (if any) ofthe DAB which are rendered void or ineffective.
86 7 Default of the Member 6 Default of the Member Any dispute or claim arising out of or in contrection with this Dispute Adjudication Agreemert, or the breach, tennination or inyalidity thereof, shall be final,y settled under the Rules of Arbitmtion of the lntenlational Chamber of Commerce by one arbitrator appointed in accordance with these Rules ofArbitration.
87 Annex PROCEDURAL RULES I The Employer and the Contractor shall fumish to the DAB one copy of all documents which the DAB may reques!

including Cootract documents, progress repolts, variatioo instructio[s, certificates and other docunents pertinent to the matter in dispute.

AII communications between the DAB and the Employer or the Contractor shall be copied to the other Party.
lf the DAB comprises three persons, the Employer and the Contractor shall seod copies oftlese requested documents and these communications to each ofthese persons.

The DAB shall proceed in accordance with Sub-Clause 20.4 and these Rules.
Subject to the time allowed to give notice of a decision and other relevant factors, the DAB shall: (a) (b) act fairly and impartially as between lhe Employer and the Cootractor, giving each ofthem a reasonable opportunity ofputting his case and responding to the other's case, aad adopt procedures suitable to the dispute.

avoiding unnecessary delay or expense.


The DAB may conduct a hcaring on the dispute, in which event it r4,ill decide on the date and place for the hearing and may request that ryritten documentation and arguments from the Employer and the Contractor be presented to it prior to or at the hearing.
Except as otherwise agreed in writing by the Employer and the Contractor, the DAB shall have power to adopt an inquisitorial procedure, to refuse adnrission to hearings or audience at hearings to aoy persons other than representatiyes ofthe Employer and the Contractor, and to proceed in the absence of any party ryho the DAB is saisfied received notice of the hearing; but shall have discretion to decide whether and to what extent this power may be exercised, The Employer and the Contractor empower the DAB, among other things, to: (a) (b) (c) (d) (e) (O (g) (h) establish the procedurc to be applied in deciding a dispute, decide upon ttre DAB'S own jurisdiction, and as to the scope ofany dispute referled to it, conduct any hearing as it thinks fit, not being bound by any rules or procedures other than those contained in the Confact and these Rules, take the initiative in ascertaining the facts and matters required for a decision, make use ofits owr specialist knowledge, ifany, decide upon the paym€nt of financing charges in accordance with the Contract, decide upon any provisional reliefsuch as inte m or conservarory measures, and open up, review and revise any certificatq decision, determination, instruction, opinion or valuation ofthe Employer, relevant to the dispute.
The DAB shall not express any opinions during any hearing conceming the merits ofany arguments advanced by the Parties.

Thereaffer, the DAB shall nrake and give its decision in accordance with Sub-Clause 20.4, or as otherwise agreed by the Employer a8d the Contrdctor in writing.
lf the DAB comprises three persons: (a) (b) it shall convene in privae after a hearing, ifany, in order to have discussions and prepare its decision: it shall endeayour to reach a unanimous decision: ifthis proves impossible, the applicable decision slrall be made by a majority ofthe Members, who may require the minority Member to prepare a written report for submission to the Employer and the Conractor; and (c) if a Member fails to attend a meeting or hearing, or to firlfil any required function, the other two Members may nevertheless proceed to make a decision, unless: O (iD or the absent Member is the chairman, and he/she Either the Employer or Contt"ctor does nor agree tiat they do so, instructs the other Members to not make a decision.
89 tl J,rr ll \ {1r grl lN?

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