exv4w52




1



Exhibit 4.52




Contract Summary of Main Contract




Part I — Key Particulars




	 	 	 
	Project:

	 	Construction of a flexible print circuit factory facility at Land Lot No. A64-2,
Meicun Gongye Jizhongqu, Wuxi Xinqu, the People’s Republic of China (“PRC”)






	 	 	 	 	 	 	 
	Parties:

	 	 	(1	)	 	Zastron Precision-Flex (Wuxi) Employer Limited (“the Employer”), a
company incorporated under the laws of the PRC; and
	 
	 	 	 	 	 	 
	 

	 	 	(2	)	 	Yixing Building Engineering & Installation Co., Ltd
(“the Main Contractor”), a company incorporated under the laws of the PRC.






	 	 	 
	Date of Contract:

	 	28 March 2008 
	 
	Contract Sum:

	 	RMB127,033,217.34 






Part II — Material Terms



The followings are the material terms of the subject contract in relation to the rights and
obligations of the parties:-





	1.	 	The Employer and the Main Contractor entered into the Agreement under which the Employer is
desirous of conducting the Main Contract Works for the Project (“the Works”) and has caused
the Contract Drawings and Specification showing and describing the work to be done (Recital of
the Articles of Agreement), and the Main Contractor is engaged to, upon and subject to the
Conditions of Contract, carry out and complete the Works shown upon the Contract Drawings and
described by or referred to in the Specification and in the Conditions of Contract (Clause 1
of the Articles of Agreement).
	 
	2.	 	Clauses 2, 3 and 4 of the Articles of Agreement provides for definitions of certain core
expressions in the Main Contract (Clauses 2, 3 and 4 of the Articles of Agreement). The
parties acknowledge and accept the amendments to the Conditions of Contract listed in the
Bill of Quantities (Clause 5 of the Articles of Agreement). The correspondence attached to
the Main Contract forms part of the Main Contract (Clause 6 of the Articles of Agreement).
	 
	3.	 	The Main Contractor is obliged to carry out, take full responsibility for the care of, and
complete the Works with due care and diligence and in every respect to the satisfaction of
the Architect. (Clause 1(1) of the Conditions of Contract)
	 
	4.	 	The Main Contractor shall be fully responsible for the care of the Works including the
responsibility for all temporary buildings, plant, goods and materials and things whatsoever
on the site or delivered to or placed on the site in connection with or for the purpose of
the works (Clause 1(2) of the Conditions of Contract). The Main Contractor shall be fully
responsible for the care of any outstanding work which he shall have undertaken to finish
during the Defects Liability Period until such outstanding work is










 



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	 	 	completed as certified by the Architect and approved and signed by the Employer. The Main
Contractor shall also be liable for any damage to the Works occasioned by him in the course
of any operation carried out by him (Clause 1(3) of the Conditions of Contract).
	 
	5.	 	The Main Contractor is deemed to have examined the Contract Drawings and the Specification
and the other documents forming the Main Contract. The Architect is responsible for resolving
any ambiguities or discrepancies in and between those documents at the Main Contractor’s own
expense and the Main Contractor shall not be entitled to an extension of time. (Clause 1(4)
of the Conditions of Contract)
	 
	6.	 	The Main Contractor shall forthwith comply with all instructions issued to him by the
Architect in regard to any matter in respect of which the Architect is expressly empowered
under the Conditions of Contract. If within seven days after receipt of a written notice from
the Architect requiring compliance with an instruction the Main Contractor does not comply
therewith, then the Employer may employ and pay other persons to execute any work whatsoever
which may be necessary to give effect to such an instruction and all costs incurred in
connection with such employment shall be recoverable from the Main Contractor by the Employer
as a debt or may be deducted by him from any monies due or to become due to the Main
Contractor under the Main Contract. (Clause 2(1) of the Conditions of Contract)
	 
	7.	 	Unless otherwise stated the Main Contractor shall comply with any legislation, regulation,
byelaw, procedure, rule or notice of any duly constituted national or local authority of the
PRC and of any public utility Employer or other statutory undertaker which has any
jurisdiction with regard to the Works or with whose systems the same are or will be
connected, and give all necessary notices and applications including paying all necessary
fees, charges, levies, duties, rates and taxes legally demandable. (Clause 4(1) of the
Conditions of Contract)
	 
	8.	 	The Main Contractor shall fulfil any registration requirements and obtain any provisional
and specific permits authorizations and certificates required by any duly constituted
national or local authority of the PRC for the commencement, execution and completion of the
Works until the Works shall possess the requisite conditions for the title registration
(including but not limited to all the registration requirements in relation to the Main
Contract, commencement of work permit, all permits, authorizations and certificates required
by the Supervising Engineer, completion certification and all permits, authorizations and
certificates in relation to the lawful occupation and use of the Works), and the Main
Contractor shall provide all such documents and information as may be required for the said
purpose (including but not limited to the provision of documents and information as may be
required by the Urban Construction Archives, the Real Estate Trading Centre or such other
relevant authorities of the PRC for the purpose of title registration of the Project).
Without prejudice to the generality of the foregoing, in the event that the relevant laws and
regulations require the said registration, permits, authorizations or certificates to be
applied for in the name of the Employer, the Main Contractor shall use its best endeavours to
procure the Employer’s successful application for the same in the Employer’s name (including
but not limited to carrying out such acts and providing such documents and information as may
be required by the Employer for that purpose).











 



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	 	 	The Main Contractor shall not be entitled to apply for any extension of time to complete
the Works by reason of any failure to obtain or to maintain such registration, permits,
authorizations or certificates irrespective of whether the Main Contractor is at fault in
this regard. The Main Contractor shall bear any fees or expenses arising from the foregoing
provisions. (Clause 4(3) of the Conditions of Contract)
	 
	9.	 	The Main Contractor shall be responsible for all national or local taxes which he is liable
to pay under the laws and regulations of the PRC for the execution of the Works and the
discharge of its obligations under the Main Contract (including but not limited to labour
insurance fund, value added tax and import duties) and shall indemnify the Employer against
any demand imposed upon the Employer by the tax authorities of the PRC arising from the
carrying out of the Works by the Main Contractor and the discharge of the Main Contractor’s
obligations under the Main Contract. (Clause 4(6) of the Conditions of Contract)
	 
	10.	 	All royalties or other sums payable in respect of the supply and use in carrying out the
Works as described by or referred to in the Bill of Quantities of any patented articles,
processes or inventions shall be deemed to have been included in the Contract Sum, and the
Main Contractor shall indemnify the Employer from and against all claims, proceedings,
damages, costs and expenses which may be brought or made against the Employer or to which he
may be put by reason of the Main Contractor infringing or being held to have infringed any
patent rights in relation to any such articles, processes and inventions. Provided that where
in compliance with instructions issued by the Architect the Main Contractor shall supply and
use in carrying out the Works any patented articles, processes or inventions, the Main
Contractor shall not be liable in respect of any infringement or alleged infringement of any
patent rights in relation to any such articles, processes and inventions and all royalties
damages or other monies which the Main Contractor may be liable to pay to the persons
entitled to such patent rights shall be added to the Contract Sum. (Clause 7 of the
Conditions of Contract)
	 
	11.	 	The Employer shall be entitled to appoint a Supervising Officer or the Architect’s
representative whose duty shall be to act solely as inspector on behalf of the Employer under
the directions of the Architect and the Main Contractor shall afford every reasonable facility
for the performance of that duty. If any directions are given to the Main Contractor or to his
foreman upon the Works by the Supervising Officer or the Architect’s representative the same
shall be of no effect unless given in regard to a matter in respect of which the Architect is
expressly empowered by the Conditions of Contract to issue instructions and unless confirmed
in writing by the Architect within two working days of their being given. If any such
directions are so given and confirmed then as from the date of confirmation they shall be
deemed to be the Architect’s instructions. (Clause 10 of the Conditions of Contract)
	 
	12.	 	The Architect may issue instructions requiring a variation. The Main Contractor shall not
carry out any variation without the Architect’s instructions. Only under special
circumstances may the Architect subsequently sanction in writing any variation made by the
Main Contractor otherwise than pursuant to the instructions already issued by the Architect.
No variation required by the Architect or subsequently sanctioned by him shall vitiate the
Main Contract. (Clause 11(1) of the Conditions of Contract)










 



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	13.	 	The Architect shall issue instructions in regard to the expenditure of prime cost and
provisional sums included in the Bill of Quantities and of prime cost sums which arise as a
result of instructions issued in regard to the expenditure of provisional sums. (Clause
11(3) of the Conditions of Contract)
	 
	14.	 	The Contract Sum is a fixed price lump sum and shall include, and be deemed to include, the
cost of all labour and materials required for the execution of the Works and the cost of
performing all of the Main Contractor’s obligations under the Contract. The Contract Sum shall
be the total amount to be paid to the Main Contractor under the Contract and it shall not be
adjusted or altered in any way whatsoever otherwise than in accordance with the express
provisions of the Conditions of Contract, and subject to Clause 12(3) of the Conditions of
Contract any error whether of arithmetic or not in the computation of the Contract Sum shall
be deemed to have been accepted by the parties hereto (Clause 13(1) of the Conditions of
Contract). Without prejudice to the generality of Clause 13(1) of the Conditions of Contract,
there will be no adjustment to the Contract Sum for rises or falls in the cost of labour,
taxes and materials, the cost of complying with Clause 4 of the Conditions of Contract,
interest rates or exchange rates of currencies, and the Main Contractor shall not be entitled
to any additional payment save and except on the basis of variations required or sanctioned
under the Conditions of Contract and/or otherwise provided for under the Main Contract (Clause
13(2) of the Conditions of Contract).
	 
	15.	 	When in the opinion of the Architect the Works are practically completed, the Architect shall
forthwith issue a certificate to that effect and Practical Completion of the Works shall be
deemed for all the purposes of the Main Contract to have taken place on the day named in such
certificate. (Clause 15(1) of the Conditions of Contract)
	 
	16.	 	Any defects or other faults which shall appear within the Defects Liability Period stated in
the appendix to the Conditions of Contract and which are due to materials or workmanship not
in accordance with the Main Contract or shall be specified by the Architect in a Schedule of
Defects which he shall deliver to the Main Contractor not later than fourteen days after the
expiration of the said Defects Liability Period, and within a reasonable time after receipt
of such Schedule the defects and other faults therein specified shall be made good by the
Main Contractor and (unless the Architect shall otherwise instruct, in which case the
Contract Sum shall be adjusted accordingly) entirely at his own cost. (Clause 15(2) of the
Conditions of Contract)
	 
	17.	 	If at any time or times before Practical Completion of the Works the Employer with the
consent of the Main Contractor shall take possession of any part or parts of the same, then
notwithstanding anything expressed or implied elsewhere in the Main Contract. (Clause 16 of
the Conditions of Contract)
	 
	18.	 	The Main Contractor shall not assign the Contract or sub-let the whole or any portion of the
Works without the prior written approval of the Employer or the Architect. (Clauses 17(1) and
(2) of the Conditions of Contract)
	 
	19.	 	The Main Contractor hereby agrees to fully indemnify all loss and damage that the Employer
may suffer as a result of any claims and demands made against it by Sub-Contractors of any
tier and/or any suppliers including but not limited to any claims










 



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	 	 	brought on the bases of relevant article of the Judicial Interpretation promulgated by the
Supreme People’s Court regarding the laws applicable to the adjudication of construction
disputes and any laws and regulations of the PRC which have the effect of imposing
liability on the part of the Employer. (Clauses 17(3) and 30.9 of the Conditions of
Contract)
	 
	20.	 	The Main Contractor shall be liable for, and shall indemnify the Employer against, any
expense, liability, loss, claim or proceedings whatsoever arising under any laws and
regulations of People’s Republic of China in respect of personal injury to or the death of any
person whomsoever arising out of or in the course of or caused by the carrying out of the
Works; unless due to any default or neglect of the Employer or of any person for whom the
Employer is responsible (Clause 18(1) of the Conditions of Contract). The Main Contractor
shall be liable for, and shall indemnify the Employer against, any expense, liability, loss,
claim or proceedings in respect of any injury or damage whatsoever to any property real or
personal in so far as such injury or damage arises out of or in the course of or by reason of
the carrying out of the Works, and provided always that the same is due to any negligence,
omission or default of the Main Contractor, his servants or agents or of any Sub-Contractor,
his servants or agents (Clause 18(2) of the Conditions of Contract). The Main Contractor shall
be responsible for personal injury to or the death of his employees arising out of or in the
course of or cause by the carrying out of the Works. The Main Contractor shall be liable for
and shall indemnify the Employer against any expense, liability, loss, claim or proceedings
whatsoever, in respect of personal injury to or the death of his employee whether the
employees are his own or those of his Sub-Contractors (Clause 18(3) of the Conditions of
Contract).
	 
	21.	 	Without prejudice to the Main Contractor’s obligations under Clause 1 of the Conditions of
Contract and his liability to indemnify the Employer under Clause 18 of the Conditions of
Contract, the Main Contractor shall, in accordance with the provisions of the Contract,
insure against Contractor’s All Risks and Third Party Liability and maintain such insurances
(Clauses 19 and 20(1) of the Conditions of Contract). The insurances shall be maintained in
the joint names of the Employer, the Main Contractor and his Sub-Contractors, Nominated
Sub-Contractors and Nominated Suppliers, and shall contain a “Cross-Liability” clause as
between the Employer, the Main Contractor and his Sub-Contractors, Nominated Sub-Contractors
and Nominated Suppliers (Clauses 19 and 20(2) of the Conditions of Contract).
	 
	22.	 	On the Date for Possession stated in the appendix to the Conditions of Contract the Main
Contractor shall thereupon begin the Works and regularly and diligently proceed with the
same, and shall complete the same on or before the Date for Completion stated in the said
appendix subject nevertheless to the provisions for extension of time contained in Clauses 23
and 33(1)(c) of the Conditions of Contract. The Architect may issue instructions in regard to
the postponement of any work to be executed under the provisions of the Main Contract.
(Clause 21 of the Conditions of Contract)
	 
	23.	 	If the Main Contractor fails to complete the Works by the Date for Completion of the Works
or the Dates for Completion of the parts of the Works stated in the appendix to the
Conditions of Contract or within any extended time fixed under Clause
23 or 33(1)(c) of the
Conditions of Contract and the Architect certifies in writing that in his










 



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	 	 	opinion the same ought reasonably so to have been completed, then the Main Contractor shall
pay or allow to the Employer a sum calculated at the appropriate rate stated in the said
appendix as Liquidated and Ascertained Damages for the period during which the Works or the
parts of the Works shall so remain or have remained incomplete or the Employer without
prejudice to any other method of recovery may deduct such sum from any monies due or to
become due to the Main Contractor under the Main Contract. (Clause 22 of the Conditions of
Contract)
	 
	24.	 	Upon it becoming reasonably apparent that the progress of the Works is delayed, or is likely
to be delayed, the Main Contractor shall forthwith in any event within 7 days of the cause of
any delay to the progress of the works give written notice to the Architect of the material
circumstances including the cause or causes of the delay. The Main Contractor shall provide
all relevant materials within the time limits as stated in Clause 23(6) of the Conditions of
Contract. The Main Contractor shall give the said notice and particulars within the said time
limits and provide all relevant materials within the time limits as stated in Clause 23(6) of
the Conditions of Contract which are the prerequisites of being given an extension of time.
Failure to comply with any one of these requirements within the said time limits shall
preclude the Main Contractor’s right to claim for extension of time. The decision under this
Clause to grant an extension of time shall be made by taking into account only those matters
which have been notified/submitted within the said time limits, and the decision so made shall
be final and binding upon the parties hereto unless it is being opened by arbitration pursuant
to Clause 35 of the Conditions of Contract (Clause 23(1) of the Conditions of Contract). Full
substantiation of the delay shall be submitted to the Architect for assessment within thirty
days of giving notice of the delay as referred to in Clause 23(1) of the Conditions of
Contract or within 30 days of the event causing the delay ceasing to have an effect on the
works, whichever shall be the later (Clause 23(6) of the Conditions of Contract).
	 
	25.	 	If upon written application being made to him by the Main Contractor the Architect is of the
opinion that the Main Contractor has been involved in direct loss and/or expense for which he
would not be reimbursed by a payment made under any other provision in the Main Contract by
reason of the progress of the Works or of any part thereof having been critically affected by:
(a) The Main Contractor not having received in due time necessary instructions, drawings,
details or levels from the Architect for which he specifically applied in writing on a date
which having regard to the Date for Completion stated in the appendix to the Conditions of
Contract or to any extension of time then fixed under Clause 23 or
33(1)(c) of the Conditions
of Contract was neither unreasonably distant from nor unreasonably close to the date on which
it was necessary for him to receive the same; or (b) The opening up for inspection of any work
covered up or the testing of any of the work, materials or goods in accordance with Clause
6(3) of the Conditions of Contract (including making good in consequence of such opening up or
testing), unless the inspection or test showed that the work, materials or goods were not in
accordance with the Main Contract or the Main Contractor has failed to comply with the time
limits for notification set out in Clause 6(3) of the Conditions of Contract; or (c) Delay on
the part of artists, tradesmen or others engaged by the Employer in executing work not forming
part of the Main Contract; or (d) instructions issued in regard to the postponement of any
work to be executed under the provisions of the Main Contract; and if the written application
is made in accordance with the










 



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	 	 	provisions of Clause 24(2) of the Conditions of Contract, then the Architect shall confirm
or instruct the Quantity Surveyor to ascertain the amount of such loss and/or expense. Any
amount from time to time so ascertained shall be added to the Contract Sum, and if an
Interim Certificate is issued after the date of ascertainment any such amount shall be
added to the amount which would otherwise be stated as due in such Certificate. (Clause
24(1) of the Conditions of Contract)
	 
	26.	 	If the Main Contractor violates any obligation under the Main Contract (including but not
limited to violation of Clause 17(2)(a) of the Conditions of Contract), the Architect may
issue to him a written notice specifying the default. If the Main Contractor either does not
rectify such a default within fourteen days after receipt of such a notice or at any time
thereafter repeats such a default (whether previously repeated or not), then the Employer,
without prejudice to any other rights or remedies, shall be entitled to by giving written
notice forthwith terminate the employment of the Main Contractor under the Main Contract.
(Clause 25(1) of the Conditions of Contract)
	 
	27.	 	The Main Contractor is entitled to terminate the employment by the Employer in the event that
the Employer violates any of the terms and conditions of the Main Contract or is in default in
any one or more of the following respects: (a) the Employer does not make payment to the Main
Contractor within the period stated under the Main Contract; (b) the Employer interferes or
hinders any certificate to be issued in accordance with the terms and conditions under the
Main Contract; (c) no resumption of work in respect of all or almost all of the uncompleted
work (excluding the work required by Clause 15 of the Conditions of Contract) for a period
exceeding the time limit stated in the appendix to the Conditions of Contract due to the
following reasons: (i) force majeure; (ii) loss or damage occasioned by any one or more of the
following contingencies: fire, lightning, explosion, storm, typhoon, flood, bursting or
overflowing of water tanks, apparatus or pipes, earthquake, aircraft and other aerial devices
or articles dropped therefrom, riot and civil commotion; (iii) instructions issued under
Clause 11(1) or 21(2) of the Conditions of Contract unless such instructions were necessary by
reason of any breach of Contract or other default on the part of the Main Contractor or any
Sub-Contractor; (iv) the Main Contractor not having received in due time necessary
instructions, drawings, details or levels from the Architect for which he specifically applied
in writing on a date which, having regard to the Date for Completion stated in the appendix to
the Conditions of Contract or to any extension of time then fixed under this Clause or Clause
33(1)(c) of the Conditions of Contract, was neither unreasonably distant from nor unreasonably
close to the date on which it was necessary for him to receive the same and as a result
critical delay to the progress of the Works has been caused; (v) delay on the part of artists,
tradesmen or other engaged by the Employer in executing work not forming part of the Main
Contract; (vi) the opening up for inspection of any work covered up or of the testing of any
of the work, materials or goods in accordance with Clause 6(3) of the Conditions of Contract
(including making good in consequence of such opening up or testing), unless the inspection or
test showed that the work, materials or goods were not in accordance with the Main Contract;
or (vii) following the Architect’s instructions and complying the provision under Clause 34 of
the Conditions of Contract; and (d) in the event of the Main Contractor becoming bankrupt or
making a composition or arrangement with his creditors or having a winding up order made or
(except for purposes of reconstruction) a resolution for voluntary winding up passed or a
receiver or manager of his business or










 



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	 	 	undertaking duly appointed, or possession taken, by or on behalf of the holders of any
debentures secured by a floating charge, of any property comprised in or subject to the
floating charge. (Clauses 26(1) and (2) of the Conditions of Contract)
	 
	28.	 	At the Period of Interim Certificates named in the appendix to the Conditions of Contract the
Architect shall issue a certificate stating the amount due to the Main Contractor (including
the amount due to the Nominated Sub-Contractors and Nominated Suppliers) from the Employer
(Clause 30(1) of the Conditions of Contract). The amount stated as due in an Interim
Certificate shall, be the estimated value of the work properly executed and of the materials
and goods delivered to or adjacent to the Works for use thereon up to and including a date not
more than fourteen days before the date of the said certificate less any amount which may be
retained by the Employer (as provided in Clause 30(3) of the Conditions of Contract) and less
any instalments previously paid under this Condition. Provided that such certificate shall
only include the value of the said materials and goods as and from such time as they are
reasonably, properly and not prematurely brought to or placed adjacent to the Works and then
only if adequately protected against weather or other casualties (Clause 30(2) of the
Conditions of Contract).
	 
	29.	 	So soon as is practicable but before the expiration of three months from the end of the
Defects Liability Period stated in the appendix to the Conditions of Contract or from
completion of making good defects under Clause 15 of the Conditions of Contract or from
receipt of the documents referred to in paragraph (b) of Clause 30(6) of the Conditions of
Contract, whichever is the latest, the Architect shall issue the Final Certificate. The Final
Certificate shall state: (a) The sum of all amounts previously certified, and (b) The
Contract Sum adjusted as necessary in accordance with the terms of the Conditions of
Contract, and the difference (if any) between the two sums shall be expressed in the said
certificate as a balance due to the Main Contractor from the Employer or to the Employer from
the Main Contractor as the case may be. Subject to any deductions authorised by the
Conditions of Contract, the said balance as from the fourteenth day after presentation of the
Final Certificate by the Main Contractor to the Employer shall be a debt payable by the
Employer to the Main Contractor or as the case may be as from the fourteenth day after issue
of the Final Certificate shall be a debt payable by the Main Contractor to the Employer.
(Clause 30(6) of the Conditions of Contract)
	 
	30.	 	The Main Contractor shall obtain a bond (the “Bond”) from of an Insurance Employer or Bank
to be jointly and severally bound with the Main Contractor to the Employer in a sum as stated
in the appendix to the Conditions of Contract for the due performance of the Main Contract
under the terms of a Bond; the said Insurance Employer or Bank and the terms of the said Bond
shall be to the approval of the Employer and the cost of obtaining the Bond shall be borne by
the Main Contractor. (Clause 31 of the Conditions of Contract)
	 
	31.	 	Provided always that in case any dispute or difference shall arise between the Employer or
the Architect on its behalf and the Main Contractor, either during the progress or after the
completion or abandonment of the Works, as to the construction of the Main Contract or as to
any matter or thing of whatsoever nature arising thereunder or in connection therewith
(including any matter or thing left by the Main Contract to the










 



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	 	 	discretion of the Architect or the withholding by the Architect of any certificate to which
the Main Contractor may claim to be entitled or the measurement and valuation mentioned in
Clause 30(5)(a) of the Conditions of Contract or the rights and liabilities of the parties
under Clause 25, 26, 32 or 33 of the Conditions of Contract), then such dispute or
difference shall be and is hereby referred to the China International Economic and Trade
Arbitration Commission (CIEIAC), Shanghai Sub-Commission for arbitration in accordance with
its Rules of Procedure. Such reference, except on article 3 or article 4 of the Articles of
Agreement, or on questions whether or not the issue of an instruction is empowered by the
Conditions of Contract, whether or not a certificate has been improperly withheld or is not
in accordance with the Conditions of Contract, or on any dispute or difference under
Clauses 32 and 33 of the Conditions of Contract, shall not be opened until after Practical
Completion or alleged Practical Completion of the Works or termination or alleged
termination of the Main Contractor’s employment under the Main Contract, or abandonment of
the Works, unless with the written consent of the Employer or the Architect on his behalf
and the Main Contractor. The Main Contractor shall comply and continue to comply with any
instruction or decision related to the dispute or difference referred to arbitration, until
the giving of award by the Arbitrator. (Clause 35 of the Conditions of Contract)
	 
	32.	 	The Main Contract shall be governed by and construed in accordance with the laws of the PRC.
(Clause 36 of the Conditions of Contract)





Part III — Omitted Terms



The following is a description of the terms of the subject contract that have been omitted from
this summary:-





	1.	 	The contract documents provision lists out all documents in relation to the Works together
comprising the Main Contract. (Clause 3 of the Conditions of Contract)
	 
	2.	 	The provision in relation to the levels and setting out of the Works imposes obligations on
the part of the Employer to determine the levels of the Works. (Clause 5 of the Conditions of
Contract)
	 
	3.	 	The provision in relation to materials, goods and workmanship specifies that all materials,
goods and workmanship shall be of the respective kinds and standards described in the
Contract Drawings/Specification. It also provides that it is the Architect’s right to issue
instructions requiring the Main Contractor to open up for inspection any work covered up or
to arrange for or carry out any test of any materials or goods or of any executed work.
(Clause 6 of the Conditions of Contract)
	 
	4.	 	The provision in relation to the foreman-in-charge sets out two requirements of a competent
foreman-in-charge: (a) English-speaking and Putonghua-speaking or, an interpreter through
whom the Architect may give instructions shall be employed constantly on the site of the
Works; and (b) approved by the Architect before employment and shall not be replaced without
the approval of the Architect. (Clause 8 of the Conditions of Contract)










 



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	5.	 	The access provision entitles the Architect and his representative to have access to the
Works and to the workshops or other places of the Main Contractor where work is being
prepared for the Contract, and when work is to be so prepared in workshops or other places
of a Sub-Contractor, the Main Contractor shall by a term in the sub-contract so far as
possible secure a similar right of access to those workshops or places for the Architect
and his representative. (Clause 9 of the Conditions of Contract)
	 
	6.	 	The provision in relation to the Bill of Quantities provides that the quality and quantity
of the work included in the Contract Sum shall be deemed to be that which is shown upon the
Contract Drawings and the Bill of Quantities. It also provides that any error in or omission
of items from the Bill of Quantities shall not vitiate the Main Contract but shall be dealt
with and deemed as the variation of the Works required by the Architect. (Clause 12 of the
Conditions of Contract)
	 
	7.	 	The provision in relation to the unfixed or off-site materials and goods provides for the
sole risk of the Main Contractor to be responsible for the plant, tools, equipment, or other
property belonging to or provided by the Main Contractor, his servants or agents and any loss
or damage to the same or caused by the same shall be the sole responsibility of the Main
Contractor. (Clause 14 of the Conditions of Contract)
	 
	8.	 	The provision in relation to the Nominated Sub-Contractors provides for the definition of
the Nominated Sub-Contractor of the Works and sets out his obligations under the Main
Contract. (Clause 27 of the Conditions of Contract)
	 
	9.	 	The provision in relation to the Nominated Suppliers provides for the definition of the
Nominated Supplier of the Works and sets out his obligations under the Main Contract. (Clause
28 of the Conditions of Contract)
	 
	10.	 	The provision in relation to the direct contractor provides that the Main Contractor shall
permit the execution of work not forming part of the Main Contract by the direct contractor
engaged by the Employer. The Employer shall be responsible for every such person and none of
them shall be deemed to be a Sub-Contractor. (Clause 29 of the Conditions of Contract)
	 
	11.	 	The outbreaks of hostilities provision sets out the mechanism of crisis management of the
Main Contract where there is an outbreak of hostilities in which the PRC is involved on a
scale involving the general mobilisation of the armed forces of the Government in the PRC.
(Clause 32 of the Conditions of Contract)
	 
	12.	 	The war damage provision sets out the management mechanism of the Main Contract when the
Works or any materials or goods is sustaining war damage. (Clause 33 of the Conditions of
Contract)
	 
	13.	 	The provision in relation to antiquities provides that all fossils, antiquities and other
objects of interest or value which may be found on the site or in excavating the same during
the progress of the Works shall become the property of the Employer. (Clause 34 of the
Conditions of Contract)










 



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The forgoing is a fair and accurate English translation of the summarized Main Contract.




	 	 	 	 	 
	 

	 	 

JSM