合合合合VINASHIN/YMC-TRANSTECH/DQ-001
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INDEX 工工
ARTICLE 1合 DEFINITIONS AND INTERPRETATION
ARTICLE2合 CONTRACT DOCUMENTS
ARTICLE 3合 DESCRIPTION OF WORK
ARTICLE 4合 CONTRACT PRICE
ARTICLE 5合 PAYMENT
ARTICLE 6合 RESPONSIBILITY AND OBLIGATION
ARTICLE 7合 TIME FOR PREFORMANCE
ARTICLE 8合 EQUIPMENT AND MATERIALS
ARTICLE 9合 SITE
ARTICLE 10合MAINTAIN AND CARE OF THE WORKS
ARTICLE 11合CO-ORDINATION WITH OWNER AND OTHER EPC CONTRACTORS
ARTICLE 12合TRANSPORTATION
ARTICLE 13合LIABILITY FOR DEFECTS
ARTICLE 14合INSURANCE
ARTICLE 15合CERTIFYING AGENT
ARTICLE 16合COMPLETION AND ACCEPTANCE
ARTICLE 17合LIQUIDATED DAMAGES
ARTICLE 18合FORCE MAJEURE
ARTICLE 19合INDEMNIFICATION
ARTICLE 20合CHANGES IN THE WORKS
ARTICLE 21合REPAYMENT GUARANTEE PERFORMANCE BOND AND WARRANTY BOND
ARTICLE 22合SUSPENSION
ARTICLE 23合TERMINATION
ARTICLE 24合SUBCONTRACTOR
ARTICLE 25合CONTRACTOR’S PERSONNEL
ARTICLE 26合STATUTORY OBLIGATIONS
ARTICLE 27合GENERAL ARTICLE
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LEGAL AND PARTIES
LEGAL:
- Pursuant to State-Law on Economic Contract of Government’s Council issued dated 25 th
September 1989, and Decree No 17/HDBT issued dated 16, January 1990 of Council of
Ministers (now is Government) defined in detail performance of State- Law on Economic
Contract;
- Pursuant to The Bidding Regulation issued together with Government’s Decree No
88/1999/ND-CP of September 1,1999, and Government’s Decree No 14/2000/ND-CP of
May 5, 2000 of Government;
- Pursuant to The Regulation on Investment and Construction Management issued together
with the Government’s Decree No 52/1999/ND-CP of July 8, 1999, and the Government’s
Decree No. 12/2000/ND-CP of May 5, 2000;
Pursuant to Decision No. 17/2000/ QĐ-BXD dated 2 nd August 2000 of Ministry of
Construction on construction quality management
- Pursuant to Circular Letter No 1/2002/ TT-BXD dated 7th January 2002 of Ministry of
Construction on instruction for implementation of projects under Engineering –
Procurement - Construction Contract ( EPC);
- Pursuant to the Decision No. 3763 QD-GTVT dated 14 November 2002 issued by
Ministry of Transportation of Vietnam to permit Vietnam Shipbuilding Industry
Corporation for preparation of Feasibility Study of Dung Quat Shipyard Project (Quang
Ngai province)
- Pursuant to Memorandum of Agreement dated 16th October 2003 in Beijing, China
between Vietnam Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery
Import and Export Co. Ltd (YMC)
Pursuant to Memorandum of Agreement dated 4 th June 2004 in Hanoi, Vietnam between
Vietnam Shipbuilding Industry Corporation and YMC-TRANSTECH Consortium
- Pursuant to Payment Agreement dated 25th November 2005 between Vietnam
Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery Import and Export
Co. Ltd (YMC), TRANSTECH Engineering Corporation, are jointly and severally called
the YMC-TRANSTECH Consortium.
- Pursuant to The Letter No. 438/TTg-CN dated 15 April 2005 issued by the Prime
Minister to authorize the BOM of Vietnam Shipbuilding Industry Corporation to
approve Dung Quat Shipyard Project.
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THIS CONTRACT is made and entered into force
This 25th day of November,2005
BY AND BETWEEN
: +84 4 8439811
+84 4 7330167
E-mail:
[email protected]
: Pham Thanh Binh
+86-871-3164879合 3131794: +86-871-3136829合3149945
Email:
[email protected],
[email protected]
Address: No.18 Tongjin Road, Chengdu 610032, PR China
Tel: +86-28-86396039
Fax: +86-28-86396079
Email:
[email protected]
hereafter jointly and severally called as the (CONTRACTOR)
NOW THEREFORE, the parties hereto agree as follows:
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Article 1: DEFINITIONS AND INTERPRETATION
The following definitions shall apply to this CONTRACT except where the context
otherwise explicitly requires:
a.“PLANT” means Dzung Quat Shipyard construction Project-Phase 1 to be constructed by
the CONTRACTOR at Dzung Quat Shipyard, except the Dry Dock item executed by the
OWNER as defined in Exhibit 1 and Exhibit 4 of Contract.
b.“OWNER” means VIETNAM SHIPBUILDING INDUSTRY CORPORATION”, their
legal successors in title and any assignee of VINASHIN.
c.“CONTRACTOR” means Yunnan Machinery Import and Export Co. Ltd (YMC) /
Transtech Engineering Corporation (TRANSTECH) hereafter refer as (YMCTRANSTECH Consortium).
d. “SUBCONTRACTOR” means any person, organization or company having a contract
directly or indirectly with CONTRACTOR for the supply of services and construction
work, or the supply of services and EQUIPMENT AND MATERIALS and other things,
for the WORK.
e. “CERTIFYING AGENT” means a society who shall provide certification services and
finally a safety certificate thereto for the PLANT via the Sub-Contract duly signed by
between CONTRACTOR and CERTIFYING AGENT.
f. “TIME FOR PERFORMANCE” means a period of time for performance of
Engineering, Procurement, Construction and Initial Acceptance by CONTRACTOR as
defined in ARTICLE 7 of CONTRACT.
g. “CONTRACT” means Terms and Conditions of Contract consisting of ARTICLE 1
through 27, Exhibits 1 through 14 thereto, all other supplement documents agreed in
writing by Parties.
h. “CONTRACT PRICE” means the total of all sums payable by the OWNER to
CONTRACTOR in United State Dollar as provided in ARTICLE 4 herein.
i. “SITE”means land within which the PLANT is to be constructed as defined in the
PROJECT SPECIFICATION and such additional areas in the vicinity as may be used by
CONTRACTOR for the WORK, such area should have been leveled and smooth, while
water, electricity, transportation, communication should be available.
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j. “WORK or Works” means the work to be performed and the design as well as the
services to be provided by CONTRACTOR in connection with the realization of the
PLANT as described under ARTICLE 3.
k. “MILESTONE” means an activity or an event, or a combination of activities or events,
the achievement of which is used in assessment of progress of the WORK.
l. “TEMPORARY WORKS” means all temporary works of every kind required in or
about the execution or maintenance of the Works.
n. “PERMANENT WORKS” means all the permanent works to be executed and
maintained in accordance with the Contract.
m. “COMMENCEMENT DATE” means the actual date for executing the WORKS
confirmed by the both Parties in accordance with Article 7
o. “BUSINESS DAY” means a day other than a Saturday or Sunday upon which the banks
in Hanoi are open for transaction of the necessary type of business. p. “EFFECTIVE
DATE” means the date upon which the matters provided in ARTICLE 27 hereof are duly
completed
q. “EQUIPMENT AND MATERIALS” means any machinery, equipment, materials and
other items of whatever nature to be supplied by CONTRACTOR under this CONTRACT
intended to become a part of the PERMANENT WORKS of the PLANT in accordance
with the PROJECT SPECIFICATION.
r. “PARTIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by
CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
the part of WORK in accordance with Schedule has achieved completion in conformity
with the CONTRACT and PROJECT SPECIFICATION
s. “PROVISIONAL ACCEPTANCE CERTIFICATE” means the certificate prepared by
CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
no less that 15% of WORKS of the PLANT have been done by CONTRACTOR.
t “INITIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by
CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
WORK in accordance with Schedule has achieved completion in conformity with the
CONTRACT and PROJECT SPECIFICATION
u
“FINAL ACCEPTANCE CERTIFICATE” means the certificate prepared by
CONTRACTOR in the format given in Exhibit 7 and approved by OWNER and
CERTIFICATE AGENT to certify that WORK in accordance with Schedule, obligations as
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defined in CONTRACT and guarantee has achieved completion in conformity with the
CONTRACT and PROJECT SPECIFICATION
v “SCHEDULE” means the proposed schedule of WORK furnished by the
CONTRACTOR, modified as necessary and agreed with OWNER , as included in Exhibit
2.
w “ENGINEERING RECORD” means the PROJECT SPECIFICATION together with the
drawings, specifications, standards and all other data necessary for the realization of the
PLANT as developed by the CONTRACTOR from the PROJECT SPECIFICATION
x “ORGANIZATION CHART” means the PROJECT Organization Chart to be prepared
by CONTRACTOR for Project performance.
y “PMU” means Dzung Quat Shipyard construction Project Management Unit or such
replacement as may be nominated from time to time by the OWNER and notified in writing
to the CONTRACTOR to act as OWNER’s Representative for the purposes of the
Contract.
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Article 2: CONTRACT DOCUMENTS
2.1 This Contract consists of the following documents:
- Terms and conditions of Contract consisting of ARTICLE 1 through ARTICLE 27.
- Payment Agreement No. VINASHIN/YMC-TRANSTECH/DQ-002 dated 25 th November
2005
EXHIBITS:
Exhibit 1: Bill of Quantities
Exhibit 2: Project Construction Schedule 合Milestone Date合
Exhibit 3: Plan for performance Work
Exhibit 4: Project Specification
Exhibit 5: Prices for changes in the work
Exhibit 6: Document form of Contract
Exhibit 7: Equipment list of Contract
Exhibit 8: Project organization Chart for performance Work
Exhibit 9: Technology method for performance of Work
Exhibit 10: Schedule of approval and delivery of detail working drawings
Exhibit 11: Curriculum Vitae of CONTRACTOR and Manpower plan
Exhibit 12合Price List
Exhibit 13合VENDOR and SUB-CONTRACTORS’ List
Attachment 1: Particular Conditions of Contract合to be discussed and agreed later合
Attachment 2: General Condition of Contract合to be discussed and agreed later合
2.2 Documents are arranged in order as follows:
a) Contract terms and conditions consisting of ARTICLE 1 through ARTICLE 27 thereto.
b) Payment Agreement
c) Exhibits consisting of exhibits 1 through 13 thereto; and
d) Attachments consisting of Attachment 1 through 2 thereto.
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e) Others.
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Article 3: DESCRIPTION OF WORK
CONTRACTOR shall, in accordance with the CONTRACT, be responsible for design,
procurement, civil work (EPC) including but not limited to the following activities,
hereinafter collectively referred to as the WORK, all of which shall be performed in
accordance with the requirements of the CONTRACT, in particular the PROJECT
SPECIFICATION. The detail execution of works shall be performed in accordance with
the Bill of Quantities and PROJECT SPECIFICATION in Exhibit 1 and Exhibit 4 attached
hereto. All the WORK or WORKS under this CONTRACT shall not include the Dry Dock
Item as specified in Exhibit 1-Bill of Quantity.
3.1 Within the Scope of the CONTRACT, provide or arrange to have provided all services,
labor, supervision, management, equipment, materials, tools and supplies needed to
perform the WORK;
3.2 Provide engineering and other services in connection with the supply of EQUIPMENT
AND MATERIALS, as defined in the PROJECT SPECIFICATION;
3.3 Purchase, expedite and inspect and arrange for delivery to site of all EQUIPMENT
AND MATERIALS for the PLANT including materials, spare equipments, and
instructions for operation and maintenance, all temporary facilities, all in conformity with
the PROJECT SPECIFICATION;
3.4 Construct, erect and hand-over the PLANT as described in the PROJECT
SPECIFICATION;
3.5 Establish and operate adequate efficient and properly coordinated material control
systems for dispatch, receipt, handling, storage and distribution to ensure all EQUIPMENT
AND MATERIALS are preserved and available as necessary for the progress of the
PROJECT to ensure efficient completion of the PLANT;
3.6 Construct and provide all temporary facilities and maintain all such facilities in a safe
and effective fashion as necessary for the execution of the WORK up to INITIAL
ACCEPTANCE of the PLANT;
3.7 Establish adequate procedures and control and reporting systems to provide close
control of the quality and progress of the WORK and provide sufficient information to
OWNER to enable independent assessment of the physical progress of the WORK;
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3.8 Provide, control and regulate transportation in the area of the SITE and from the SITE
for personnel including field labour, administrative and supervisory staff, SITE
management staff, VENDORs', SUBCONTRACTORs' and CONTRACTOR's personnel in
a safe and orderly manner;
3.9 Provide temporary offices and all associated facilities within OWNER's premises and
other locations where the WORK is being performed for CONTRACTOR's personnel as
defined in the PROJECT SPECIFICATION for the duration of the CONTRACT;
3.10 Scope of work consists of works as defined in Exhibit 1 of Contract and any part of
work and/or service not expressly referred to in this Contract provided that it is reasonable
and inherently necessary to complete WORKS for 1st Phase under this CONTRACT and be
agreed by the Parties.
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Article 4: CONTRACT PRICE
4.1 Contract price shall be paid in United State Dollar (USD): 99,800,000.00.
(In word: Ninety-nine million eight hundred thousand United States Dollar).
4.2 Contract price shall be Lump sum price included all of the essential expense for
performance of Engineering, Procurement, Construction, Installation, Commissioning,
hand-over acceptance PLANT, the Insurance Premium paid to the China Export and Credit
Insurance Corporation by the CONTRACTOR on behalf of the OWNER in favor of the
Contractor and all obligations as specified in this Contract by CONTRACTOR (excluding
any adjustments to the CONTRACT PRICE as specified in Article 20).
4.3 The Contract Price specified in Exhibit 1 and all unit rates, lump sums and prices set
out in Exhibit 1 and in the Bills of Quantities are fixed, firm and not subject to cessation,
nor revision, nor any adjustment up to the issue of the Completion and Acceptance
Certificate for the whole of WORKS for the CONTRACT WORKS, except otherwise
provided herein.
4.4 CONTRACTOR shall bear all taxes, duties, and levies including but not limited to
withholding tax in connection with the implementation CONTRACT in conformity with
the Circular No.169/1998/TT-BTC dated 22 December 1998 issued by Ministry of Finance
of Vietnam and other relevant of Vietnamese law.
4.5 The CONTRACT PRICE shall be payable only in the currencies as stated unless
otherwise mutually agreed in writing between the parties hereto. The CONTRACT PRICE
should be fixed unless the following case occurred: if the fluctuation of Chinese Yuan
(RMB) against U.S. Dollars exceeds 5% during the construction period of the project, both
sides acknowledge it’s an important influence to the project, in principle, agreed to make
compensation to the party which suffered resulting losses in a reasonable scope. The
detailed agreement should be discussed and determined at the future available time.
4.6 Contract price as mentioned above includes WORK as defined in Exhibit 1 and in other
Exhibits (excluding amendment or CHANGE of WORKS), necessary drawings to perform
PLANT.
4.7 The CONTRACT PRICE shall include all expenses and fees in connection with
obtaining licenses, permits, and other permissions required to do business in Vietnam and
elsewhere and/or to perform the WORK.
4.8 The cost of executing the WORK shall be at the sole risk of CONTRACTOR who shall
carefully study all information obtained and taken into account all circumstances that may
affect the cost in establishing the CONTRACT PRICE.
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4.9 CONTRACT PRICE stated above shall be final and adequate price of payment for
performance of the WORK as defined in CONTRACT.
4.10 OWNER shall pay CONTRACTOR the CONTRACT PRICE in accordance with the
terms of payment as set forth in ARTICLE 5 and Payment Agreement.
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Article 5: PAYMENT
5.1 OWNER shall pay in advance fifteen per cent (15 %) of the Contract price equal to
USD 14,970,000.00(In word :Fourteen million nine hundred seventy thousand Untied
States Dollar) to CONTRACTOR upon receiving invoices of CONTRACTOR by the
OWNER as follows:
- Letter for proposal payment in advance;
-
Repayment guarantees covering the amount of Advance Payment as defined in
ARTICLE 21.
5.2 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 equal to
USD84,830,000.00(In word: Eighty-four million eight hundred thirty thousand United
State Dollar) shall be made to CONTRACTOR by deferred payment in the Contract Price
in accordance with the Payment Agreement dated 3rd November 2005 and specified in
Schedule of Payments set forth in Payment Agreement and the following terms.
5.3 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 shall be made by
OWNER to CONTRACTOR upon received the documents as defined in the drawn down
Schedule in Payment Agreement.
5.3.1 GENERAL CONDITIONS
a) All payments by OWNER to CONTRACTOR shall be denominated in United State
Dollar to the bank account(s) designated by the CONTRACTOR.
b) OWNER shall have at any time the right to question or dispute the correctness and
accuracy of the amounts invoiced by the CONTRACTOR for a period of up to 12 months
after INITIAL ACCEPTANCE CERTIFICATE.
c) OWNER shall have the right to withhold, set-off or deduct from payments made to the
CONTRACTOR any sum the CONTRACTOR may owe to OWNER according to the
provisions of the CONTRACT.
d) The CONTRACTOR shall maintain all records and accounts pertaining to the WORK
performed by the CONTRACTOR under this CONTRACT for a period of five (5) years
after FINAL ACCEPTANCE CERTIFICATE.
e) The CONTRACTOR shall issue the official receipts of all payments under this
CONTRACT and deliver such receipts promptly after receipt of such payment and the total
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value of these installments to OWNER.
f) OWNER shall assess, approve and sign PARTIAL CETIFICATE for MILESTONE
performed by CONTRACTOR. These Certificates shall be used to collectively
acknowledge the indebtedness to CONTRACTOR by Owner in conformity with schedule
of payments as defined in PAYMENT AGREEMENT by OWNER.
5.3.2 INVOICES
All invoices issued by CONTRACTOR at the time when the Owner acknowledges the
indebtedness to Contractor as indicated on Annex-1 Drawn Down Schedule as specified in
Payment Agreement shall be Commercial Invoices as required by the current law of
Vietnam.
The Commercial invoices shall be based on Pro-forma Invoices collected on the basis of
the progress of Works. The Pro-forma Invoices shall clearly state the amount of the Works
completed in accordance with MILESTONE Schedule and Partial Acceptance Certificate,
as well as the cumulative amount of the works done as of the last day of that MILESTONE.
b) Any and all invoices
submitted shall be accompanied by the Acceptance Certificate Protocol documents.
b) CONTRACTOR shall submit the Pro-forma Invoice to OWNER by the twentieth (20th)
day of the month following achievement of the MILESTONE. In the event OWNER
disputes any invoiced amounts, OWNER shall notify the CONTRACTOR in writing
within fifteen (15) days of receipt of the invoice, stating the reason OWNER dispute the
amount invoiced. For the disputed portion if reasonable, the CONTRACTOR shall
make the appropriate corrections or changes and resubmit such invoiced amounts to
OWNER together with the succeeding Pro-forma invoice.
c) The CONTRACT PRICE will be adjusted to take account of changes in the work
agreed between the parties as defined in ARTICLE 20. Each CHANGE shall specify
the schedule of payments applicable thereto. CONTRACTOR shall issue a separate
invoice in respect of any CHANGES.
5.3.3 TERMS OF PAYMENT
a) The face value of each invoice shall be the earned payment for the installment to be
invoiced. The CONTRACTOR shall, in accordance with MILESTONES and be confirm to
paid up to ninety five per cent (95%) of the CONTRACT PRICE at the INITIAL
ACCEPTANCE CERTIFICATE issued. The OWNER confirm to paid five per cent (5%)
of the CONTRACT PRICE left to CONTRACTOR after warrantee-time finished and
FINAL ACCEPTANCE CERTIFICATE issued. CONTRACTOR confirm to hand in a
Bank- Warrantee Bond covering the amount of five percent (5%) Contract Price to
maintain PLANT, the OWNER shall release such 5% balance during the Guarantee Period
provided the CONTRACTOR furnishes to the Owner a Bank Warrantee Bond with same
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percentage to maintain Plant. The Performance Bond shall automatic expire the validity
upon OWNER received Warrantee Bond as specified in Article 21.
b) The bank transfer drawn to CONTRACTOR’S account quoting contract number shall
contain the following note:
"- Contract under Payment Agreement of USD 99,800,000.00(Ninety–nine million
eight hundred thousand Untied States Dollar signed on 25th November, 2005"
c) All payment of the Contract Price to be made in accordance with the Payment
Agreement
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Article 6 RESPONSIBILITY AND OBLIGATION
A. Responsibilities and obligation of OWNER:
6.1 Transfer the Site opportunely to CONTRACTOR to perform the WORK in accordance
with the SCHEDULE.
6.2 Send off technical supervisors regularly go down the Site to solve impediments in the
performance of the WORK.
6.3 Organize pre-acceptance completed parts of work or completed work for
CONTRACTOR can performance the construction works in constant.
6.4 Check and approval drawings and technical documents to ensure that documents are in
accordance with specification of Construction works, project procedures with are stated in
Exhibit 4 of this Contract.
6.5 Pay all and in time to CONTRACTOR for pre-accepted parts of work or all preaccepted works
6.6 In OWNER-authorized rights create good conditions in order to CONTRACTOR gets
Project referents related to Construction works. The OWNER shall within 30 days after the
signing date of the CONTRACT furnish all basic materials for design and relevant
hydrographical and geology materials to the CONTRACTOR as required by the Design
Institute of the contractor as per list hereunder. OWNER shall assist CONTRACTOR for
availability of water, electricity, transportation, communication provision of construction
oils at CONTRACTOR’s costs and expenses.
B.Responsibilities and obligation of CONTRACTOR:
6.7 Responsible for design of WORKS. The OWNER shall not be responsible for any
error, inaccuracy or omission on design and drawings. The technical design which is
provided by CONTRACTOR shall be approved by CERTIFYCATE AGENT and the
OWNER as per Article 6.18
6.8 Any data or information received by the CONTRACTOR, from OWNER or otherwise,
shall not relieve the CONTRACTOR from his responsibility for the design and execution
of the WORKS.合
6.9 If errors, omission, ambiguities, inconsistencies, inadequacies or defects are found in
the design and drawings, they and the WORKS shall be corrected at the CONTRACTOR’s
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cost, notwithstanding any consent or approval from the OWNER.
6.10 Execute comply with all duty and responsibilities to accomplish the WORK in
accordance with the conditions herein of the Contract. The Dry Dock item of which the
construction parts of the main body of the dry dock in accordance with basic design shall
be executed by OWNER, however all executed WORKS 1st phase under this CONTRACT
shall be comply and in connection with Dry Dock and other items under certain supporting
and conditions through 1st phase, 2nd phase and 3rd phase in accordance with Exhibit 4.
6.11 Execute comply with all applicable laws, governmental regulations, ordinances, bylaws, rulings and orders of governments and of any other public authority having
jurisdiction. Construct in accordance with approved design. OWNER shall provide
CONTRACTOR above mentioned law and regulations.
6.12 CONTRACTOR shall abide by all procedures in Exhibit 1 and Exhibit 4 of Contract.
6.13 In the performance of the WORK, CONTRACTOR shall operate a quality assurance
system that complies with the PROJECT SPECIFICATION and international standards
appropriate for PLANT engineering and construction. CONTRACTOR shall be responsible
throughout the WORK for quality control and proper quality assurance of materials and of
WORK, whether performed by CONTRACTOR, SUBCONTRACTORS and/or
VENDORS.
6.14 CONTRACTOR shall observe all safety regulations or construction regulations
specified by Vietnamese law or in the PROJECT SPECIFICATION or other regulations
generally recognized in the China shipbuilding Industry to be appropriate to the PLANT or
the WORK, and shall ensure that all other members of CONTRACTOR,
SUBCONTRACTORS and VENDORS observe such regulations. CONTRACTOR shall, if
so required, produce for OWNER's inspection any certificate or other document which is
required to obtain by Vietnamese regulations or by Vietnamese authorities and which
relates to PLANT, TEMPORARY FACILITIES or EQUIPMENT AND MATERIALS.
6.15 CONTRACTOR shall complete the basic design, working drawing design,
procurement, supply of EQUIPMENT AND MATERIALS, construction and
COMMISSIONING skillfully in accordance with generally accepted professional
engineering and construction practice incorporating quality assurance procedures with the
ultimate aim of providing a PLANT which conforms with the ARTICLE 15 of this
CONTRACT.
6.16 CONTRACTOR shall be responsible for executing and accomplishing in accordance
with Article 7 and in the event that any damage loss or injury which is caused by the
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CONTRACTOR shall happen to any part of the building in accordance with the
CONTRACT, the CONTRACTOR shall, repair and make good the same at his cost.
6.17 CONTRACTOR shall be responsible for checking himself all information used in the
WORK, provided by OWNER in the PROJECT SPECIFICATION and/or all the terms in
the CONTRACT, including all duties and questions relates to executing and accomplishing
the building, and including repair damages.
6.18 CONTRACTOR shall be responsible completing the working drawing design of the
building in accordance with rate of progress in Exhibit 2 of the CONTRACT. The
CONTRACTOR shall finish and then get approved by the CERTIFYING AGENT, all the
working drawing design calculations and the CONTRACTOR’S DRAWINGS provided for
by the CONTRACT before submitting the same to and for approval of the OWNER.
6.19 CONTRACTOR has responsible to cooperate with OWNER for protecting working
drawing design before evaluated and approval CERTIFYING AGENT and has responsible
to amend according to opinion of the CERTIFYING AGENT by his cost.
6.20 Notwithstanding that the ENGINEERING RECORD shall be complete in all respects,
should any work or material be required which is not denoted in such ENGINEERING
RECORD either directly or indirectly but which is nevertheless necessary for the proper
carrying out of the WORK upon agreed by the Parties through discussion, CONTRACTOR
shall perform all such work and procure all such materials as fully as if they were
particularly delineated or described in the ENGINEERING RECORD. All the WORK that
may be called for in the ENGINEERING RECORD and not shown on drawings or which is
shown on drawings and not called for in the ENGINEERING RECORD shall be executed
and performed as though described in both. CONTRACTOR shall also amend the relevant
documents or drawings and submit copies to OWNER for review and APPROVAL.
Without releasing CONTRACTOR from his obligation hereunder, if any drawings or
specifications are known by CONTRACTOR to be at variance therewith, CONTRACTOR
shall give NOTICE to OWNER thereof before performing such work.
6.21 CONTRACTOR shall forthwith notify OWNER of any error, omission or
inconsistency, which he may discover in the basic design or in the PROJECT
SPECIFICATION. CONTRACTOR shall be responsible clarify the reasons and promote a
plan to solve. All of the changes have to be approved by OWNER before performing such
work.
6.22 CONTRACTOR has to keep secret and no inform to any third parties the equipments,
machines, technical information either directly or indirectly which including but not limited
to DRAWINGS, ENGINEERING RECORD… except in the event that OWNER agreed in
writing and vice versa.
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6.23 CONTRACTOR has to himself supervise process of Contract performance, construct
the construction works, manufacture, fabrication materials and equipments to ensure that
which are accordance with signed Contract, check for defects and repair all defects in
process of fabrication, packed, loading and unloading and installations and precommissioning activities.
6.24 In accordance with the procedures stated in addendum 4, CONTRACTOR has to
organize weekly meetings with OWNER and at least one time in per month with the leader
board of OWNER in order to regularly control schedule and handle problems arise in
process of construction.合
6.25 In accordance with the quality assurance procedure, before performance construction
works CONTRACTOR has to submit OWNER the list of technical documents related to
process of construction for approval.
6.26 CONTRACTOR also undertakes that all Sub-CONTRACTOR observe the above
regulations.
Article 7 TIME FOR PERFORMANCE
7.1 Time for performance of the WORKS under this Contract is of twenty-four (24) months
starting from the COMMENCEMENT DATE (excluding the CHANG OF WORK or
changes of SCHEDULE as required by the OWNER in accordance with Article 20, and
delay in SCHEDULE caused by FORCE MAJEURE in accordance with Article 18).
CONTRACTOR shall prepare and submit to OWNER such detailed schedules, including
critical path networks, as are required by the PROJECT SPECIFICATION covering each
phase of the WORK as specified in Exhibit 2 of the CONTRACT. CONTRACTOR shall
maintain in an up-to-date condition all project control documents and schedules, in
accordance with the PROJECT SPECIFICATION. Progress of such schedules and the
SCHEDULE and any amendment thereto shall be reported to OWNER in accordance with
the requirements of the CONTRACT and PROJECT SPECIFICATION.
7.2 Except Force MAJEURE cases in according to the ARTICLE 18, CHANGES IN THE
WORK in accordance to the ARTICLE 20, or delay by the OWNER’S faults. During the
time of CONTRACT performance, CONTRACTOR has to performance works as schedule
stated in Exhibit 3 of this Contract.
7.3 From time to time as the WORK continues, CONTRACTOR shall examine the
progress of the WORK and shall promptly give NOTICE to OWNER if any condition
exists that might prevent CONTRACTOR from obtaining satisfactory results in his
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