Section C Contract Conditions

SECTION C - CONTEACT CONDITIONS
JUBAIL-3B INDEPENDENT WATER PROJECT
SECTION C CONTRACT CONDITIONS
For
Civil Package A of ESF
(Contract No. JUBAIL3B-SS-008-00)
July-**-2021
1
SECTION C -CONTRACT CONDITIONS
CONTENT
PART I - PROVISIONS GOVERNING THE PERFORMANCE OF THE WORK..............................................................................1
CLAUSE 00: DEFINITIONS, INTERPRETATIONS AND ABBREVIATIONS...................................................................................1
CLAUSE 01: CONTRACTOR’S REPRESENTATIVE.....................................................................................................................5
1 Duties of the Contractor’s Representative...........................................................................................................5
2 Contractor’s Responsibility..................................................................................................................................5
3 Decisions, Instruction and Orders of the Contractor’s Representative...............................................................5
4 Contractor’s Instructions in Writing.....................................................................................................................5
CLAUSE 02: THE SUBCONTRACTOR’S DUTY TO OBTAIN FULL INFORMATION......................................................................5
CLAUSE 03: ASSIGNMENT, SUBLETTING, SUBCONTRACTORS, OTHER CONTRACTS.............................................................6
1 Assignment...........................................................................................................................................................6
2 Subletting (Contracts)..........................................................................................................................................6
3 Other Contracts....................................................................................................................................................6
CLAUSE 04: NOTICES.............................................................................................................................................................7
CLAUSE 05: CONTRACTOR’S GENERAL OBLIGATION............................................................................................................7
CLAUSE 06: SUBCONTRACTOR’S GENERAL OBLIGATION......................................................................................................8
1 Responsibility of the Subcontractor.....................................................................................................................8
2 Negligence and Default/Forfeiture......................................................................................................................9
3 The Subcontractor's Liability..............................................................................................................................10
4 Design.................................................................................................................................................................11
CLAUSE 07: INTERFERENCE AND COOPERATION WITH OTHER CONTRACTORS OR SUBCONTRACTORS...........................13
CLAUSE 08: PERMIT...........................................................................................................................................................13
CLAUSE 09: COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK.................................................................14

1 Commencement.................................................................................................................................................14
2 Progress..............................................................................................................................................................14
3 Expediting of Progress.......................................................................................................................................15
4 Time for Completion..........................................................................................................................................15
5 Period of Contract..............................................................................................................................................15
CLAUSE 10: PERFORMANCE OF THE WORK.......................................................................................................................15
CLAUSE 11: NECESSARY WORK, ERROR, INCONSISTENCY..................................................................................................16
CLAUSE 12: SITE MEETINGS................................................................................................................................................16
CLAUSE 13: WORK IN SHIFT, OVERTIME WORK.................................................................................................................17
CLAUSE 14: THE SUBCONTRACTOR'S PERSONNEL.............................................................................................................17
CLAUSE 15: EQUIPMENT, TOOLS AND MATERIALS.............................................................................................................18
CLAUSE 16: PROTECTION OF EXISTING FACILITIES.............................................................................................................20
1 Protection of Roads, Highways, Bridges, etc......................................................................................................20
2 Making Good all Damage and Services to Earthwork, etc.................................................................................20
CLAUSE 17: WARRANTIES...................................................................................................................................................20
1 Materials, Equipments and Workmanship.........................................................................................................20
2 Warranty Period and the Extension of Warranty Period...................................................................................20
3 Execution of Work of Repair..............................................................................................................................21
4 The Subcontractor to search..............................................................................................................................21
5 Completion of Warranty Certificate...................................................................................................................21
6 Cessation of the Contractor's liability................................................................................................................21
7 Decennial Warranty...........................................................................................................................................21
CLAUSE 18: QUALITY OF THE WORKS.................................................................................................................................22
CLAUSE 19: SAFETY CLAUSES..............................................................................................................................................22

1 General...............................................................................................................................................................22
2 HSE Management...............................................................................................................................................23
3 Liquidated damage for violating of Safety Rules and Regulations.....................................................................25
4 The other items refer to Appendix 2 of this Contract........................................................................................25
CLAUSE 20: CLEANING........................................................................................................................................................25
1 Cleaning Up the Site of the Work.......................................................................................................................25
2 Cleaning the Site after Work Completion..........................................................................................................25
3 Surplus Materials...............................................................................................................................................25
CLAUSE 21: SUSPENSION OF THE WORK............................................................................................................................25
CLAUSE 22: DELAYS.............................................................................................................................................................26
CLAUSE 23: WITHDRAWAL OF THE WORK FROM THE SUBCONTRACTOR OR TERMINATION OF THE CONTRACT............26
CLAUSE 24: CONSEQUENCES OF WITHDRAWAL OR TERMINATION...................................................................................27
CLAUSE 25: CLAIMS............................................................................................................................................................27
CLAUSE 26: CONSEQUENTIAL DAMAGE.............................................................................................................................28
CLAUSE 27: FORCE MAJEURE ............................................................................................................................................28
CLAUSE 28: LAW AND ARBITRATION OF THE CONTRACT...................................................................................................30
CLAUSE 29: INSURANCE......................................................................................................................................................30
1 Subcontractor's Insurance.................................................................................................................................30
2 Insurance to be Maintained by Subcontractor’s suppliers................................................................................31
3 Evidence of Cover...............................................................................................................................................31
4 Right to Insure....................................................................................................................................................32
5 Providing Information........................................................................................................................................32
6 Losses within Deductibles..................................................................................................................................32
CLAUSE 30: INTELLECTUAL PROPERTY RIGHTS AND CLAIMS.............................................................................................32

1 Indemnity Against Infringement........................................................................................................................32
2 Conduct of Proceedings.....................................................................................................................................32
CLAUSE 31: PUBLICATIONS AND PICTURES OF THE WORK................................................................................................32
CLAUSE 32: ANTIQUES AND OBJECTS OF VALUE................................................................................................................33
PART II - FINANCIAL CONDITIONS.......................................................................................................................................34
CLAUSE 33: PRICE & ELEMENT OF PRICE............................................................................................................................34
1 The Subcontractor to Inform Itself Fully............................................................................................................34
2 Price .................................................................................................................................................................34
3 Elements of Price...............................................................................................................................................34
CLAUSE 34: PRICE ADJUSTMENT........................................................................................................................................35
CLAUSE 35: PAYMENTS......................................................................................................................................................36
1 Methods of Payment..........................................................................................................................................37
2 Invoices..............................................................................................................................................................39
3 Certificates of Payment......................................................................................................................................39
4 Deductions from Payments Due to the Contractor...........................................................................................39
5 Retention Money...............................................................................................................................................40
6 Warranty Money................................................................................................................................................40
7 Discharge............................................................................................................................................................40
CLAUSE 36: BANK GUARANTEE..........................................................................................................................................40
1 Advance Payment Bank Guarantee....................................................................................................................40
2 Performance Bank Guarantee............................................................................................................................40
CLAUSE 37: LIQUIDATED DAMAGES...................................................................................................................................40
CLAUSE 38: TAXES...............................................................................................................................................................41
CLAUSE 39: RIGHT TO SET OFF...........................................................................................................................................42

PART III - SUPERVISION, TESTS AND ACCEPTANCE OF THE WORK.....................................................................................43
CLAUSE 40: SUPERVISION OF THE WORK...........................................................................................................................43
1 Control of the work............................................................................................................................................43
2 Loading, unloading, transportation, and storage at the site.............................................................................43
3 Protection of the works.....................................................................................................................................43
4 Removal of rubbish............................................................................................................................................44
CLAUSE 41: MEASUREMENT OF THE WORK.......................................................................................................................44
1 Works to be Measured.......................................................................................................................................44
2 Method of Measurement..................................................................................................................................45
3 Measurement of Extra-works............................................................................................................................45
CLAUSE 42: NON APPARENT WORKS..................................................................................................................................45
CLAUSE 43: INSPECTION.....................................................................................................................................................46
CLAUSE 44: DEFECTIVE WORK............................................................................................................................................47
CLAUSE 45: PROVISIONAL AND FINAL ACCEPTANCE OF THE WORK..................................................................................47
PART IV – MISCELLANEOUS................................................................................................................................................50
CLAUSE 46: BRIBERY...........................................................................................................................................................50
CLAUSE 47: SUPERVISION OF CORRUPTION.......................................................................................................................50
CLAUSE 48: SECRECY AND CONFIDENTIALITY....................................................................................................................50
1 Confidential Information....................................................................................................................................50
2 Disclosure of Confidential Information..............................................................................................................50
CLAUSE 49: LIST OF SPARE PARTS.......................................................................................................................................51
CLAUSE 50: NO OTHER UNDERSTANDINGS........................................................................................................................51
CLAUSE 51: CONTRACT LANGUAGE....................................................................................................................................51
CLAUSE 52: OTHERS............................................................................................................................................................52

CLAUSE00: DEFINITIONS, INTERPRETATIONS AND ABBREVIATIONS
In this Subcontract Documents (as hereinafter defined) the following words, phrases, terms, expressions and
abbreviations shall have the meaning hereby assigned to them, except where the context requires otherwise.
"Applicable Permit" means any consent, licence, approval, permit or other authorisation of whatsoever nature which
is required to be granted by any Competent Authority, for such matters as may be necessary in connection with the
Works or the performance of the Subcontractor’s and/or the Contractor’s obligations under this Contract.
"Actual Completion Date" means that date when the Subcontractor received official notification from the Contractor to
the effect that the work involved has been completed in accordance with the Subcontract and has satisfactorily passed
all required tests which will be indicated in the Appendix 3 .
"Approved" or “Approval” means approved in writing by the Contractor without in any way diminishing the
Subcontractor’s responsibility for completeness or compliance with the Contract requirements. The Contractor's
approval of document shall not be interpreted as an approval for the Contract or scope change.
“Business Day” means any day on which scheduled banks are open for normal banking business in the country of
Project.
“Main Contract” or “EPC Contract” shall mean the contract between the Contractor and the Owner for the execution
of the JUBAIL 3B INDEPENDENT WATER PROJECT.
"Subcontract “or “Contract” means the formal binding Subcontract, signed by the Contractor and the Subcontractor for
execution of all works specified in the Subcontract Documents.
“Contractor” means SEPCOIII Electric Power Construction Co., Ltd. Branch, includes its legal successors and permitted
assignee. All references to “SEPCOIII” shall mean the “Contractor".
"Contractor’s Project Manager" means the person of the Contractor's Representative in charge of the Project for the
purpose of liaison, coordination and supervision.
“Contractor's Engineer” or “SEPCOIII Engineer” means the person named by the Contractor who in charge of the
Works for the purpose of liaison, coordination and supervision.
Client means Saudi Electricity Company, (hereinafter called the “Company” or “Client”)
"Completion Time" means the time for completion of the works from the commencement date as specified in the
“Letter of Award” (LOA) issued by Contractor until the date of taking over of the total the Contract work and issuance
of Provisional Acceptance Certificate.
“Committee of acceptance” shall mean the Contractor, the Subcontractor, the Owner and any third party that might be
appointed by the Owner or as per local regulations.
“Competent Authority” means the Municipality, the government of Saudi Arabia, or any ministry, department or
political subdivision thereof, any court or tribunal or any other governmental entity, instrumentality, agency, authority,
committee or commission, under the direct or indirect control of the government of Saudi Arabia, or any department
or political subdivision thereof, or any independent regulatory authority relating thereto, having jurisdiction under the
Law over the Contractor and the Subcontractor within Saudi Arabia.
“Change in Law” means any of the following events: (a) the introduction, adoption, enactment or promulgation of any
new Law by a Competent Authority; (b) the change or repeal by any Competent Authority of any Law [or any change in
the interpretation or application of any Law by any Competent Authority] ; (c) the introduction, adoption, change or
repeal by any Competent Authority of any material condition in connection with the issuance, renewal, or modification
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of any Approval; (d) the repeal, replacement of or [any change in the Grid Code](or, the same in respect of any
replacement thereof) and including the issuing of any revision of the same;
That: (i) occurs after effective date of the Contract; and (ii) results in change in or repeal of any of the requirements for
the Works.
"Drawings" means the drawings of the works, as included in the Contract, and any additional and modified drawings
issued by the Subcontractor or Contractor in accordance with the Contract, will be employed as the basis for the
assembly, erection and/or construction of the Work.
“EPC Contract” means the contract which was signed between the Contractor and the Owner.
“Final Acceptance” means the final acceptance of the Works by the Contractor, Owner and Client.
“Final Acceptance Certificate” means a certificate that issued by the Contractor, Owner to prove the performance of
the Subcontractor’s obligation in respect of this Contract has been completed.
"Goods, Material and Equipment" shall mean all plant, equipment, materials and things to be supplied by the
Subcontractor under the Contract other than the Subcontractor owned Construction Machine.
“Industry Practice” means the exercise of that degree of skill, diligence and prudence which would reasonably and
ordinarily be expected from a skilled and experienced Subcontractor, equipment manufacturer or operator applying
the standards generally adopted by international Subcontractors, equipment manufacturers and operators in the
construction or operation of power generation facilities or the manufacture of equipment therefore, except insofar as
(i) necessary to comply with any Applicable Law and/or Applicable Clearances or (ii) reasonably appropriate to take
account of the location of or meteorological conditions affecting the Site or conditions affecting the grid system.
“Intellectual Property” means copyright, all rights conferred under Law, common law or equity in relation to inventions
(including patents), registered and unregistered trademarks, registered and unregistered designs, circuit layout and
confidential information, and all other rights resulting from intellectual activity in the industrial, scientific, literary or
artistic fields.
"Letter of Award" means the Contractor’s letter notifying the Award to the Subcontractor, containing special
instructions to the Subcontractor concerning the submittals required.
"Limited Notice to Proceed" or "LNTP" means the limited notice to proceed referred to in appendix 14
(Limited notice to proceed) of the Contract. (if applicable)
LNTP Performance Bond has the meaning given to it in appendix 14. (if applicable)
LNTP Payment has the meaning given to it in appendix 14(if applicable)

LNTP Works has the meaning given to it in appendix 14; (if applicable)
“Local Content” in respect of the Contractor refers to “Local Co ntent (Contractor)” as defined in appendix 12 (Local
Content)
"Month", "Week", "Day" means the Calendar month, week and day.
"Noted" or "Reviewed" means that the document has been reviewed by the Contractor for general compliance with
the design concept of the work and the Subcontractor meets the Technical Specification requirements. Such review by
the Contractor will not in any way relieve or diminish the Subcontractor’s responsibility for compliance with the
Contract requirements. The Contractor’s approval of the Contract Documents does not constitute an approval for a
change of the Contract.
"Noted with Exceptions" means that the document has been reviewed by the Contractor for general compliance with
the design concept of the Work, and that the Contractor has taken exception to part or parts of the document. It shall
be the Subcontractor's responsibility to review the exceptions, and to correct or change the document to bring the
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documents into compliance with the Technical Specifications. If the Subcontractor consequently alters the document,
the subcontractor shall resubmit the revised document to the Contractor prior to proceeding with any manufacture,
fabrication or construction of the parts of the work involved. Such review by the Contractor will not in any way relieve
or diminish the Subcontractor's responsibility for compliance with the Contract requirements.
"Owner" means JAZLAH WATER DESALINATION COMPANY, it also includes the legal successors and permitted assignees
in title to the Owner defined as the Kingdom of Saudi Arabia with commercial registration no. 1010636414 and
registered address at Business Gate Complex, P.O. Box 22616, Riyadh 11416, Kingdom of Saudi Arabia.
"Or equal", "or similar", "or approved equivalent", "or approved equal", when used after a material or piece of
equipment specified by name shall mean that the Subcontractor may substitute for the specified goods such as
materials or equipment which are substantially equivalent in function, performance, dimension, quality and durability,
provided that the substitution is proposed to the Contractor in writing, supported with all relevant catalogue sheets,
test data, specifications, etc., with sufficient notice so as not to preclude the timely delivery of the originally specified
goods in the event that the Subcontractor's proposed substitution is not approved. The aforesaid shall also apply to
testing procedures, construction methods, etc. Any money saved by acceptance of such a substitution shall be credited
to the Contractor's account. It shall be the sole judgment of the Contractor as to the acceptability of any item offered
as an "equal" to that specified.
“OTS” shall mean the Owner’s Technical Specification issued by the Owner
“Party” means the Contractor and the Subcontractor, as the case may be, and “Parties” means both of them.
"Project Schedule" has the meaning set forth in Section G Project Schedule & Milestone of Contract hereof.
“Provisional Acceptance” means the provisional acceptance of the Works by the Contractor.
“Provisional Acceptance Certificate” means a certificate that issued by the Contractor to prove the Work has been
completed in accordance with the Contract and is provisional accepted by the Contractor.
"Subcontractor" means (name of Subcontractor), includes the Subcontractor's official personal representatives,
successors and permitted assignees.
“Subcontractor’s Personnel” means the Subcontractor’s Representative and all personnel whom the Subcontractor
utilises on Site, who may include the staff, labour and other employees of the Subcontractor and of each Sub-
Subcontractor; and any other personnel assisting the Subcontractor in the execution of the Works.
“Sub-Subcontractor” or “Subcontractor’s Subcontractor” means any person, persons, firm, other than the
Subcontractor named in the Contract to whom any part of the Contract has been sublet by the Subcontractor with the
consent in writing of the Contractor, including the legal personal representatives, successors and permitted assignees.
"Specification" means the documents entitled specification, as included in the Contract, and any additions and
modifications to the specification in accordance with the Contract. Such document specifies the Works.
"Site" means the actual place where work is to be done by the Subcontractor together with so much of the area
surrounding the said place as the Subcontractor shall with the consent of the Contractor actually use in connection
with the Works otherwise than merely for the purpose of access to the said place.
"Site Tests" means such tests to be carried out by the Subcontractor at Site as provided for in the Specifications, and
such other tests as may be agreed upon between the Contractor and the Subcontractor.
“Tax” means the taxes, duties, welfares and social insurance according to applicable laws and regulations.
"The Contract Documents" means the documents which comprise the Contract, agreement or amendment that signed
by the Contractor and the Subcontractor.
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Section A - Agreement
Section B - Letter of Award
Section C - Contract Conditions
Section D - Scope of Work
Section E - Technical Specification
Section F - Drawings
Section G - Milestone Payment List and Project Work Schedule
Section H – Bill Of Quantity
Section I - Appendix
Appendix 1: QA&QC
Appendix 2: HSE Agreement
Appendix 3: Forms
Appendix 4: Procedure Management
Appendix 5: Index of excerpt from Main Contract
Appendix 6: Measures on Finished Product and Equipment Protection
Appendix 7: Construction Technique Manual
Appendix 8: Agreement of Safety Management for Rental Machinery
Appendix 9: Subcontract Integrity Agreement
Appendix 10: Schedule and Report
Appendix 11: Subcontractor's Key Personnel
Appendix 12 Local Content
Appendix 13 Local Content Calculation for water tank
Appendix 14. Manpower Mobilization Plan
Appendix 15. Equipment mobilization Plan
SectionJ - Subcontractor’s Technical Proposal
In the case of ambiguities or discrepancies within or between such documents which cannot be resolved by reference
to the order of priority, and the Parties cannot agree on a solution to resolve such ambiguity or discrepancy, the
provision which in the reasonable view of the Contractor is the most stringent shall apply.
"subcontract Price" means the sum named in the Contract as the Contract Price.
“As Built Drawings” shall mean the finally marked up construction drawings showing all the approved changes and
modifications made on Site. Totally of As Built Drawing shall be prepared by the Subcontractor comply with the
related requirement in the Subcontract.
"Work" or "Works" means all plant to be provided and work to be done by the Subcontractor under the Contract.
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"Writing" shall include any manuscripts, typewritten, or printed statement, under seal or hand as the case may be.
INTERPRETATION
In this Contract:
a) References in the singular shall include the plural and vice versa.
b) The terms include, includes and including shall be deemed to be qualified by a reference to "without limitation"
within the terms of Subcontract.
c) All periods of time shall be based on and computed according to the Gregorian calendar.
d) References to a third party in connection with a person shall not include affiliates of such person.
e) Headings used in this Agreement are for convenience only and are to be ignored for the purposes of construction
or interpretation.
References in this Agreement or the Subcontract Conditions to Clause are to Clauses in the Subcontract Conditions and
reference in this Agreement Deed or the Subcontract Conditions to Article are to Articles in the Agreement.
CLAUSE 01: CONTRACTOR’S REPRESENTATIVE
1. Duties of the Contractor’s Representative
The Contractor’s Representative will carry out such duties in issuing certificates, decisions, instructions and orders as
are specified in the Contract to be carried out by the Subcontractor and, except to the extent otherwise stated in the
Contract or notified to the Subcontractor by the Contractor from time to time, the Contractor’s Representative will
have full authority to act on behalf of the Contractor for all purposes in connection with the Contract and will be the
Subcontractor’s primary point of Contact with the Contractor in relation to the execution of the Works.
2. Contractor’s Responsibility
The Contractor will cause the Contractor’s Representative to perform every act required under the Contract to be
performed by the Contractor’s Representative and any obligation stated under the Contract to be an obligation of the
Contractor’s Representative will be deemed to be an obligation of the Contractor. The Contractor will be responsible
for any act, neglect or omission of the Contractor’s Representative as if it was an act, neglect or omission of the
Contractor.
3. Decisions, Instruction and Orders of the Contractor’s Representative
The Subcontractor shall proceed with the Works in accordance with the written decisions, instructions and orders
given by the Contractor’s Representative subject to and in accordance with the Contract, including provisions for
Variations as set out in Clause 34 hereof.
4. Contractor’s Instructions in Writing
No decision, instruction or order given by the Contractor’s Representative will be effective until written confirmation
thereof has been received by the Subcontractor. Provided that, in any exigency of work, the Contractor’s
Representative may issue oral instructions with which the Subcontractor shall immediately comply, the Contractor’s
Representative will confirm any such oral instruction in writing within 48 (forty-eight) hours of its issuance.
CLAUSE 02: THE SUBCONTRACTOR’S DUTY TO OBTAIN FULL INFORMATION
The Subcontractor shall be deemed to have inspected the Site and its surroundings and to have satisfied itself as to all
technical, commercial, social and general condition of and all circumstances affecting the Site and the Works including
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the nature of the ground, sub-soil and sea bottom geology, the form and nature of the Site, the extent and nature of
the work and materials necessary for the carrying out and completion of the Works, the means of communication with
and transportation and access to the Site, the accommodation it may require and in general all risks and contingencies
influencing or affecting the Works.
The Subcontractor is deemed to know well all the difficulties, which may arise due to the erection of equipment and
the working in the area of other Subcontractors, and/or may interfere with the work or impede his work during the
completion of Works.
The Contractor will not be responsible for any non-availability of the data, information received from the Contractor or
failure to acquaint itself with all such data and information will in no way relieve the Subcontractor from his
responsibility for supplying the equipment and material and executing his work in accordance with the terms of the
Contract. The Subcontractor's work shall include all details, incidental work, and supply of all materials, accessories
and apparatus which may not have been specifically mentioned in the Contract Documents, but which are necessary
for proper completion and safe and efficient performance.
The Subcontractor, having taken into consideration all of the above conditions, has included the relevant expenses
and / or damages in his estimate (rate). The Subcontractor shall not, be entitled to any extension to any Project
Schedule or to any adjustment of the prices (rates) in the Bill of Quantities on grounds of misinterpretation or
misunderstanding of any above condition.
No consideration will be given to any claims for extra payments requested as a result of the Subcontractor's failure to
obtain complete and reliable information.
No claim will be admitted, either on account of difficulties due to the work performed by the Contractor or any other
Subcontractor, involved in the construction of the power station and the Subcontractor will conform to the
Contractor’s instructions in this matter, without any claims for damages.
It shall be clearly understood that the Subcontractor, having prepared and submitted his proposal, is deemed to have
fully and completely taken account of all above contingencies, and that his proposal is based upon such knowledge. In
no case shall he be entitled to any indemnity or compensation for a reason or cause related to or in connection with
such contingencies.
Except where expressly provided otherwise under the Contract , the Contractor gives no warranty as to the accuracy,
completeness, sufficiency or suitability of any Documents supplied by or on behalf of the Contractor to the
Subcontractor. The Subcontractor hereby confirms that it is fully satisfied with all Documents provided to it by or on
behalf of the Contractor (including any documents issued by the Owner and Client) and that it shall be responsible for
any discrepancies, errors or omissions in all such Documents as if they had been prepared by the Subcontractor and
any delays arising therefrom.
CLAUSE 03: ASSIGNMENT, SUBLETTING, SUBCONTRACTORS, OTHER CONTRACTS
1. Assignment
The Subcontractor shall not assign or transfer the Subcontract or any part thereof or any benefit, obligation or interest
therein or thereunder otherwise than by a change in favour of the Subcontractor's Bankers of any monies due or to
become due under the Subcontract or the subrogation of insurers to the Subcontractor's rights and to any other
person without the prior written consent of the Contractor which shall not be unreasonably withheld. In such case of
approved assignment, the Subcontractor shall be responsible, together with the assigned party, jointly and severally,
for fulfilling all the Contract obligations.
2. Subletting (Subcontracts)
The Subcontractor shall not sublet (contract) the Subcontract for the any Work without the prior written consent of
the Contractor, and the Subcontractor shall submit all documents required by the Contractor for approval.
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Any such consent, if given, shall not relieve the Subcontractor from any responsibility, liability or obligation under the
Contract and he shall be responsible for the acts, defaults, and neglect of any Sub-Subcontractor, his agents,
employees or workmen, which caused all the loss and any consequences, shall be borne by Subcontractor.
All Sub-Subcontractors are subject to the Contractor written approval before commencement of any work assigned to
them. Rejection of any Sub-Subcontractor by the Contractor shall not incur any additional cost to the Contractor.
If an approved Sub-Subcontractor participates and executes the Work, which in the opinion of the Contractor is not in
accordance with the Subcontract Document, the Contractor will be entitled to reject the Work of the Sub-
Subcontractor by giving the Subcontractor notice in writing. The Subcontractor shall take all remedial action necessary
immediately on receipt of such notice. No measure ordered by the Contractor in accordance with this Clause shall
relieve the Subcontractor of his obligations nor shall he be entitled to claim damages, extension of time for
completion, etc.
Names and addresses of all Sub-Subcontractors shall be submitted to the Contractor including complete details of the
materials and work assigned to them. The Subcontractor shall make sure that all materials and equipment supplied by
his Subcontractor are furnished as specified and installed on schedule. The Subcontractor shall be duly responsible for
the actions and performance of the Sub-subcontractor. In no way shall he be relieved of any Sub-Subcontractor
default.
The Subcontractor shall submit to the Contractor copies of technical ordering specifications and principal commercial
terms (un-priced) of the major sub-subcontracts as the Contractor may reasonably request from time to time.
Each sub-subcontract shall provide that, pursuant to terms in form and substance satisfactory to the Contractor, the
rights of the Subcontractor under such sub-subcontract are assignable to the Contractor, its successors and assigns
upon the Contractor’s written request following termination of this Contract.
The permitted subcontracting

The Subcontractor shall submit the vender list and the sub-subcontractor list to the Contractor for approval companies
with the efficient qualification documents required by the Contractor for approval by Client. The approval from the
Contractor are not deem to exempt the subcontractor’s responsibility
3. Other Contracts
The Contractor has a right to place other Contracts in connection with this Project. The Subcontractor shall afford such
other Subcontractors reasonable opportunity for the introduction and storage of their material and for the execution
of their work simultaneously with his own and shall properly connect and coordinate his work with theirs as required.
CLAUSE 04: NOTICES
All written notices and communications between the parties to the Contract shall be deemed to have been duly
served if delivered to the duly authorized representative of the Contractor or of the Subcontractor, or other
representatives nominated by the Contractor or the Subcontractor’s Representative from time to time, as the case
may be, and in the absence of such representative, of delivered at, or send by registered mail or fax, telegraph or
cable to the last business address known to the sender of the notice.
Any notice required or permitted to be given by Contractor to Subcontractor hereunder shall be addressed to:
SEPCOIII site office, Jubail 3B Independent Water Project ____ (Address)
Fax No: ______________________
Telephone No: _______________________
E-mails: _______________________
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Any notice required or permitted to be given by Subcontractor to Contractor hereunder shall be addressed to:
__________________________________________ (Address)
Fax No: ______________________
Telephone No: _______________________
E-mails: _______________________
CLAUSE 05: CONTRACTOR’S GENERAL OBLIGATION
Save and except the obligations which are specifically mentioned herein, the Contractor will have no other
obligation/liabilities for the execution of the Works by the Subcontractor for completion of the Works.
1. The Contractor will make timely payments to the Subcontractor of all amounts due to the Subcontractor in
accordance with the terms and provisions of this Subcontract ， the Subcontractor shall not submit any claim may
result from any delay of paying of his dues.
2. The Contractor, at its discretion and for the duration of the execution of the subcontract, will make available at site,
free of charge land for construction of field office, workshop, stores, assembling yard etc. required for the
Subcontractor to execute the Subcontract. Levelling and dressing at site, any construction of temporary roads, offices,
workshops, etc. as per proposal approved by the Contractor shall be done by the Subcontractor at its own cost. The
Contractor, at his discretion, has the right to adjust such land provided to the Subcontractor without any
compensation or extra payment to the Subcontractor.
3. not applicable
4. The Contractor will provide at site one point of free construction water system. The Subcontractor shall draw water
from the water supply mains/tank provided in the project at one point to be indicated by the Contractor. All pipe lines,
pumps and other accessories required for taking the water from mains to the Site of Work shall be provided by the
Subcontractor at its own cost. No charges shall be levied on the Subcontractor for drawing of water for construction
purposes only. However, it is clarified that water shall not be used for any other purposes. The Contractor do not
guarantee uninterrupted supply of water and in case of any interruptions of such supply of water, the Subcontractor
shall be responsible for making the alternative arrangement at its own cost. It is advised that Subcontractor should
make arrangement for necessary storage of water. The Contractor also reserves the right to limit the quantity of water
to be drawn by the Subcontractor. No claim for damages in this regard shall be entertained in future. Further, it is the
responsibility of the Subcontractor to ensure that water drawn by Subcontractor for Construction purposes is fit for
construction and it is Subcontractor’s responsibility to treat it suitably at its own cost if it is found not to be suitable for
construction purposes.
CLAUSE 06: SUBCONTRACTOR’S GENERAL OBLIGATION
Except as otherwise expressly excluded in this Contract, the Subcontractor shall, in accordance with the provisions of
the Contract carry out such work and other services as may be required for the execution of the Works.
1. Responsibility of the Subcontractor
1.1 The Subcontractor shall, within the stipulations of the Subcontract, be fully responsible for the engineering,
procurement, supply, testing, transport, storage, construction/erection, completion checking, testing Commissioning
and supervision of maintenance of the Work, following all necessary safety measures at the Site as well as of all
applicable laws, statutes and regulations, until the date of issuance of the Final Acceptance Certificate.
1.2 The Subcontractor being a constructor shall provide for satisfactory performance in all respects. The Subcontractor
shall be responsible for other unmentioned matters which are considered to be supplementary and essential to the
efficient completion of the Work as indicated on the drawings and provided for in the specifications.
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1.3 The Subcontractor shall start the Work at the time specified by the Contractor and authorize his representative at
the Site with full responsibility to negotiate matters relating to the execution of the Work in order to complete the
Work to comply with the Subcontract requirements.
1.4 The Subcontractor shall be solely responsible for executing the Work according to the provisions of this the
Contract and all supplementary documents, drawings which provided by the Subcontractor that approved by the
Owner, Specifications and as otherwise required for the proper completion of the Work.
1.5 The Subcontractor shall be solely responsible to the government and others for all accidental deaths and injuries to
workers or any person on the Work, and for property damage occurring during the Work. The Subcontractor shall
guarantee to compensate for all claims made by the government and its employees and others due to accidental
deaths, injuries and damages and also for expenditures paid to defend or settle these matters.
1.6 All material, equipment, constructional plant, etc. brought on Site shall be exclusively for use under this the
Subcontract and shall not be removed from the Site without the prior written permission of the Contractor.
1.7 The Subcontractor shall provide at his expenses for his personnel first aid station.
1.8 The Subcontractor shall set out the works in relation to original points, lines and levels of reference specified in the
Contract or notified by the Contractor and shall be responsible for the accuracy of the same. The Subcontractor shall
protect and preserve all benchmarks in correct position, and shall rectify any error in the positions, levels, dimensions
or alignment of the Works till the issuance of the Final Acceptance Certificate unless Subcontractor direct their earlier
removal.
1.9 All water which may accumulate on the Site during execution of the Works in trenches and excavation shall be
removed from the Site to the satisfaction of the Contractor.
1.10 All other arrangements that require executing the work shall be made by Subcontractor at its own cost.
1.11 Subcontractor shall fill and submit to Contractor a request to issue Employer Identification Cards for all employees
that will work within the Site. Upon issue of Employer Identification Cards, Subcontractor shall abide by Employer
policies and procedures related to Identification Cards (including but not limited to cost of issuing and fines for loss of
said Identification Cards). Subcontractor shall also abide by Ministerial Decrees and Government regulations regarding
identification cards. The employees of Subcontractor are not entitled to entry the site in the event of the
Subcontractor failure to approved by the Contractor.
1.12 The Subcontractor acknowledges that upon being awarded this Contract, they are part and parcel of the project.
As part of Corporate Social Responsibility, the Subcontractor shall undertake the required PR (Public Relations) and CSR
(Corporate Social Responsibility) initiatives which shall include, amongst others, the following:
a) Maintaining cordial relationship with opinion makers at local and state level in close association with the
Contractor/the Owner.
b) Proactive efforts in ensuring on time clearances/ approvals/ consents from relevant authorities applicable under this
Contract to the extent those are in the Subcontractor scope.
c) Assist the Contractor/the Owner to contribute to the general improvement of the local community.
d) Generate employment opportunities in the locality as per the skill available, give preference in the employment of
unskilled labourers at the Site to persons living locally.
In the event constructions for such facilities are necessary at the Site area, such constructions shall be erected at the
Subcontractor's expenses on the basis of detailed proposal, prepared by the Subcontractor and approved by the
Contractor.
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The Subcontractor shall with the Contractor prior approval, leave any suitable buildings or workshop facilities already
existing for above purposes.
The operation of said facilities for the personnel may, upon the Contractor approval, be assigned to third parties, in
which case the relevant the Contract will be subject to the prior written approval of the Contractor.
The Subcontractor shall direct and be responsible for operation and maintenance of said facilities, in strict accordance
with the pertinent laws, decrees, regulations and/or ordinances regarding public order, safety and health and shall
maintain strict discipline on its personnel.
The Subcontractor shall prepare the strategy and management plan for the epidemic and coronavirus to the
Contractor for approval within 30 Days on or before the date of award the works. The management procedure shall
include but not limited for the temporary facilities ,the workers, the accommodation and other requirement required
to executed the works.
The Subcontractor shall be take all the responsibility for any inflected person and the necessarily and efficient practise
shall be taken by the Subcontractor with own cost to protect the workers.
The Subcontractor shall ensure timely payment of wages (salaries or any other statutory payments) of their
employees, labour, Sub-subcontractor. The Contractor may at any time require the Subcontractor to provide proof of
payment of amounts due to employees, the sub-subcontractors or suppliers engaged by the Subcontractor. In the
event the Subcontractor fails to provide such proof within seven (7) days from being requested so to do, the
Contractor may, without further reference to the Subcontractor, settle such amounts as are claimed to be due and
recover the amounts so paid from monies due or to become due to the Subcontractor from the Contractor under this
Contract or any other agreement. The Subcontractor warrants no payment and liability will be borne by the Contractor
for Subcontractor’s failure above.
The Subcontractor shall pay rates of wages and observe hours and conditions of labour not less favourable than those
established by agreement between Contractor and/or other recognised authorities for similar trades or industries in
the district where this Contract work is to be carried out. Where there are no such established rates and conditions in
the trade or industry in the district, established rates in other districts for similar trades or industries carried on under
similar circumstances shall be adopted. Without prejudice to the generality of the provision of this clause the
Subcontractor shall be responsible for the observance of the terms of this clause by any sub-subcontractor.
The Subcontractor shall keep proper wages books showing the wages paid to labour in and about the execution of the
Contract together with such other records as are required by any statute, ordinance, law, regulation or by-law in force
governing the employment of labour and shall be bound whenever required to produce such wages books and other
records for the inspection of any person authorised by the Contractor, government authorities or third party
authorized by government.
1.13 Conflict of Interest
a) Subcontractor warrants that it did not have a conflict of interest in competing for the Contract and shall not have a
conflict of interest in executing the Contract.
b) Subcontractor may be considered to have a conflict of interest in the execution of the Contract with one or more
parties, if any Subcontractor’s director, officer, agent, employee, appointed representative or independent consultant
has a conflict of interest in award of a subcontract for a portion of the Work, or a purchase order for supply of
material or equipment for the Project. Where any Subcontractor’s director, officer, agent, employee, appointed
representative or independent consultant has interest (personal, professional, financial or otherwise), directly or
indirectly being considered for a subcontract or purchase order for a portion of the Work under the Contract,
Subcontractor shall present relevant evidence to Contractor demonstrating that no conflict of interest has occurred in
bid solicitation and award of the subcontract or purchase order, and that competition was fair and transparent
c) Subcontractor shall promptly report to Contractor any actual or potential occurrence of conflict of interest.
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d) Subcontractor agrees that any violation of this paragraph 1.12 shall constitute a substantial breach of the Contract,
which without prejudice to Contractor’s right to enforce any other remedy provided by law, Contractor shall have the
right to terminate the contract for cause as set forth in Article 23 of this Contract and claim damages including, -for
example- but not limited to, any increased costs incurred by Contractor as a result of such breach.
1.14 The Subcontractor shall not import, sell, give, barter or otherwise dispose of any alcoholic liquor or drugs or
permit or suffer any such importation, sale, gift, barter or disposal by his staffs, agents or employees . The Contractor
shall not give barter or otherwise dispose of to any person or persons any arms or ammunition of any kind or permit
or suffer the same as aforesaid. Otherwise it shall constitute a substantial breach of the Contract and Article 23 shall
prevail.
1.15 The Subcontractor shall, upon approval by Contractor, search for and take materials/equipment supplied by
Contractor from Contractor’s warehouse. Subcontractor has no right to claim any additional costs arising out of
searching for and taking materials/equipment supplied by Contractor from Contractor’s warehouse such as costs for
idle time and so on.
1.16 The Subcontractor shall bear all the costs related to his personnel’s accommodation and food.
2. Negligence and Default/Forfeiture
2.1 In the event the Subcontractor delays or fails in one or several parts of the Work for a total period in excess of
3(three) weeks to meet the main schedule or the monthly schedule submitted by the Subcontractor as requested in
Clause 09 or in the event the Subcontractor fails in the Contractor opinion to execute and complete the work with the
utmost care, attention and diligence or to perform timely and faithfully any of his obligations under the Contract or to
conform to any of the instructions and orders of the Contractor, then in any one or more of the above events, the
Contractor may, without prejudice to any other right accruing to it under the Contract by a written notice to the
Subcontractor, invite him, under termination of the Contract for cause, to perform his obligations according to the
terms of the Contract.
2.2 Or if the Subcontractor neglects to execute the Work expeditiously and with due diligence, or refuses to comply
with any reasonable orders given to him in writing by the Contractor in connection with the Work, or refuses to abide
by the provisions of the Contract, the Contractor will give notice to him in writing calling upon him to make good the
failure, neglect or refusal cited within a period of time fixed in this notice.
2.3 Should the Subcontractor fail to comply with such a notice within the said period of time, the Contractor will
without notarial warning or legal proceedings be at liberty to take the Work wholly, or in part, out of the
Subcontractor's hands and carry on the Work either by himself or by his agents, or at his option, may reconstruct the
work at the available price with any other person or persons to execute the Work or any part thereof and provide any
other equipment, materials, tools, tackle or labor for the purpose of completing the Contract.
2.4 In such an event, the Contractor will be entitled to invoke rights to any guarantees submitted by the Subcontractor
and seize and take possession and have free use of all equipment, material, tools, tackle and other items which may be
on the site for use in connection with execution of such work, to the exclusion of any right of the Subcontractor over
the same without being responsible to the Subcontractor for normal wear and tear of the same.
2.5 The Contractor will be entitled to retain and apply any balance, which may otherwise be due to the Subcontractor
under the Contract, or such part thereof as may be necessary to provide for payment of the cost of execution of such
aforesaid Work.
2.6 The Subcontractor shall be automatically forfeited and the Contract shall be considered as having been
automatically terminated for cause in the event the Subcontractor is declared bankrupt, or in the event he is dissolved
or put under liquidation in case the Contract is a legal entity or in the event the Subcontractor is put under forced
administration (receivership) or in case, in violation of Clause 03, he has contracted, sublet, assigned or otherwise
substituted himself in the performance of the work in total or in part.
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2.7 In the event of termination of the Contract and forfeiture of the Subcontractor as stated in paragraph 2.1, 2.2 and
2.3 then all rights of the Contractor for indemnity being reserved, the Retention money shall be forfeited in favour of
the Contractor as an potential claim and the Contractor may proceed itself to the performance of the Work, or assign
same to another Subcontractor. In such event the Contractor and/or the other Subcontractor may use all the
equipment, machinery, tools, materials and supplies, installations or facilities imported or erected by the
Subcontractor at the Site or at adjacent thereto areas without payment of any indemnity or compensation thereof ,
until the completion of the Works.
2.8 It is understood that beside above consequences, the Subcontractor shall be also responsible to remedy any
damage and to the payment of any additional expenses or extra costs, to be incurred by the Contractor for the
performance of the work until its final completion, either by the Contractor itself or by any other Subcontractor.
2.9 Within 5 (five) days after the termination of the Contract, the Subcontractor shall submit a list of all work carried
out up to that moment, as well as of all existing materials and equipment handed over. A proposal covering this list
shall be signed between the Contractor and the Subcontractor.
2.10 The work carried out up to the moment of termination of the Contract shall be accepted as per Clause 35.
2.11 The Contractor is entitled to terminate this Contract, in total or in part, at any time, with or without reason or
cause whatsoever, provided it shall notify in writing the Subcontractor of such termination at least 15 days prior to the
effective date of the termination. In case the Contractor terminates the Contract without reason or cause due to the
Subcontractor, The Contractor shall pay to the Subcontractor the cost incurred by the Subcontractor till the date of
termination as compensation after adjusting payments already made till the termination. No consequential damages
shall be payable by the Contractor to the Subcontractor in the event of such termination.
2.12 In this case, the Subcontractor is obliged to clean the Site and remove all his tools, equipment etc. according to
the provision of Clause 20 herein within 30 (thirty) days as from the effective date of the termination. If the
Subcontractor refuses to carry out above obligation, the Contractor is entitled to perform such work by itself at the
Subcontractor's expenses. The Subcontractor irrevocably and unreservedly agrees and accepts hereby-such action of
the Contractor.
3. The Subcontractor's Liability
3.1 The Subcontractor shall take every reasonable precaution, until issuance of Provisional Acceptance Certificate of
Work, to protect any section or portion of the work against loss or damage from any cause.
3.2 All losses of and damage to any section or portion of the work, arising from or being occasioned by the
Subcontractor, shall be made good and at the sole expense of the Subcontractor to the satisfaction of the Contractor.
3.3 The Subcontractor hereby assumes entire responsibility and liability for any and all damage, loss or injury of any
kind of nature to persons or property caused by or resulting from the execution of the Work provided for in this the
Contract or in connection therewith and the Subcontractor agrees that the Subcontractor will indemnify and hold
harmless the Contractor, and any and all of the Contractor's officers, agents, servants, representatives (all hereinafter
referred to as the Contractor) from and against any and all claims, loss, damage, charge or expense, whether direct or
indirect and whether to persons or property to which the Contractor may be put or subjected by reason of any
negligence or default on the part of the Contractor or any of his subcontractors.
3.4 In case any suit or other proceedings caused by the Subcontractor are brought against the Contractor, the
Subcontractor agrees to assume the defence thereof and to defend the same at the Subcontractor 's own expense and
to pay any and all costs, charges that may be incurred by or obtained against the Contractor.
3.5 The Subcontractor shall not interfere with the Contractor's, or any other Subcontractor's supplies and services on
Site of whatsoever nature such as, but not limited to, water, electric power and light, telephones, buried cable and
sewerage. If any such supply of service is interfered with and/or damaged, the Subcontractor shall report it
immediately to the Contractor’s Representative verbally and in writing. The Subcontractor shall be responsible for any
damage caused on the Site to such supplies or services of the various parties concerned.
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3.6 The Subcontractor shall not without prior written approval from the Contractor contact or meet with the Owner,
otherwise, Clause 24 shall apply.
4. Design
4.1 General Design Obligations
The Subcontractor shall be deemed to have scrutinized, prior to the contract signing date, the Contractor’s
Requirements (including design criteria and calculations, if any). The Subcontractor shall be responsible for the design
of the Works and for the accuracy of such Contractors Requirements (including design criteria and calculations), except
as stated below.
The Contractor shall not be responsible for any error, inaccuracy or omission of any kind in the Contractor’s
Requirements as originally included in the Contract and shall not be deemed to have given any representation of
accuracy or completeness of any data or information. Any data or information received by the Subcontractor, from the
Contractor or otherwise, shall not relieve the Subcontractor from his responsibility for the design and execution of the
Works.
The Subcontractor must be obtained the approval by SEC for all the procedure or plan, drawings, calculation
documents within the required time.
The Subcontractor are not entitled to claim any cost or time from the Contractor due to any variation or comments
provided by the Owner in the event of the Contractor failure to receive any accordingly relief from the Owner or the
SEC.
The Subcontractor are not entitled to claim any cost or time from the Contractor due to any variation or comments
provided by the Owner in the event of the Contractor failure to receive any accordingly relief from the Owner or the
SEC. If the Contractor receive relief from the Owner or the SEC.，then implement the following provisions
1） If the total amount of variation less than or equal to 5% of the contract amount，the subcontractor shall have no
right to claim any cost.
2） If the total amount of variation more than 5% of the contract amount，the subcontractor shall have right to
claim the part of excess 5% of the contract .
4.2 Subcontractor’s Documents
The Subcontractor’s Documents shall comprise the technical documents specified in the Contractor’s Requirements,
documents required to satisfy all regulatory approvals, and other documents. Unless otherwise stated in the
Contractor’s Requirements, the Subcontractor’s Documents shall be written in the language for communications
defined in relevant provision.
The Subcontractor shall prepare all Subcontractor’s Documents, and shall also prepare any other documents necessary
to instruct the Subcontractor’s Personnel.
If the Contractor’s Requirements describe the Subcontractor’s Documents which are to be submitted to the Contractor
for review, they shall be submitted accordingly.
The Contractor may give notice to the Subcontractor that a Subcontractor’s Document fails (to the extent stated) to
comply with the Contract. If a Subcontractor’s Document so fails to comply, it shall be rectified, resubmitted and
reviewed at the Subcontractor’s cost.
If the Subcontractor wishes to modify any design or document which has previously been submitted for review, the
Subcontractor shall immediately give notice to the Contractor. Thereafter, the Subcontractor shall submit revised
document to the Contractor in accordance with the above procedure.
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Any such agreement (under the proceeding paragraph) or any review (under this Subcontract or other-wise) shall not
relieve the Subcontractor from any obligation or responsibility.
4.3 Subcontractor’s undertaking
The Subcontractor undertakes that the design, the Subcontractor’s Documents, the execution and the completed
works will be in accordance with
1) The Laws in the Country, and
2) The documents forming the Contract, as altered or modified by Variations.
4.4 Technical Standards and Regulations
The design, the Subcontractor’s Document, the execution and the completed Works shall comply with the Country’s
technical standards, building, construction and environmental Laws, Laws applicable to the product being produced
from the Works, and other standards specified in the Contractor’s Requirements, applicable to the Works, or defined
by the applicable Laws.
If changed or new applicable standards come into force after the contract signing date, the Subcontractor shall give
notice to the Contractor and (if appropriate) submit proposals for compliance. In the event that:
The Contractor determines that compliance is required, and
The proposals for compliance constitute a variation,
Then the Contractor shall initiate a Variation in accordance with Clause 34.
4.5 As-Built Documents
The Subcontractor 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 for the purposes of this Sub-Clause. Two copies shall be provided to the
Contractor prior to the commencement of the Tests on Completion.
Before issuance of the Provisional Acceptance Certificate, the Subcontractor shall submit to the Contractor the As-Built
Drawings and disc copies (CDs) that meet the requirements of the Contractor and Subcontract, and actively assist the
Contractor in the compilation and sort-out of other documents related to the Subcontractor’s work. The Contractor
have right to require the Subcontractor to provide more copies or other document, data, information without extra
payment, as the case may be, required by Owner at any time.
4.6 Operation and Maintenance Manuals
Prior to commencement of the Tests on Completion, the Subcontractor shall submit to the Contractor provisional
operation and maintenance manuals in sufficient detail for the Contractor to operate, maintain, dismantle,
reassemble, adjust and repair the Plant.
4.7 Design Error
If errors, omissions, ambiguities, inconsistencies, inadequacies or other defects are found in the Subcontractor’s
Documents, the Subcontractor shall be corrected at the Subcontractor’s cost, notwithstanding any consent or approval
under this Clause.
5 Persons in the Service of Contractor
The Subcontractor shall not recruit, or attempt to recruit, staff and labour from amongst the Contractor’s Personnel.
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6 Training
The Subcontractor should train the Contractor and Employer’s staff, and provide guidance to them on operation and
maintenance of the Work if necessary related to Subcontractor’s scope.
CLAUSE 07: INTERFERENCE AND COOPERATION WITH OTHER CONTRACTORS OR SUBCONTRACTORS
The Subcontractor shall aware that the Site or at areas adjacent thereto Work related to his own Work, in connection
with the whole desalination water plant may be carried out also by the Contractor’s other subcontractor. The
Subcontractor shall be obliged to cooperate in harmony with Contractor’s other subcontractor and their personnel,
to provide them any possible help and assistance, if the case arises, and to conform strictly in this respect to all
relevant instructions or directives of the Contractor. The Contractor shall settle any disputes or differences between
the Subcontractor and Contractor’s other subcontractor finally and irrevocably acting in this respect as arbitrator
between the parties in dispute.
If the Subcontractor damages the Work or property of any other Subcontractors, the Subcontractor shall promptly
attempt to settle and resolve any dispute in this regard with the other Subcontractors. In the event of any legal
proceedings in this regard, the Subcontractor shall indemnify, defend and hold harmless the Contractor or its agents,
directors or employees from any loss or liability at the Subcontractor’s own expense.
If any part of the Subcontractor's Work depends upon the work of any other Subcontractor, the Subcontractor shall
inspect and report in writing to the Contractor any defect in such Works within 3 days. Upon receipt of the
Subcontractor’s report, the Contractor will be responsible to make coordination which shall be regarded as
conclusive. Subcontractor’s failure to do so shall constitute an acceptance of other Subcontractor's work and No
extension of time will be awarded by the Contractor in case of any influence on the Subcontractor's work from the
work of any other Subcontractor.
In no way shall the Subcontractor disturb the operation of existing plant managed by the Owner.
The Subcontractor shall be held liable for all extra expense caused by any failure on his part to properly integrate,
program, or co-ordinate the Works with the work of others.
The Subcontractor should strictly follow the Contractor’s instruction about general layout and arrangement of the
Work to carry out construction layout management and clearly appoint responsibility areas, responsible persons, and
safety directors, including the sequence of any Work during the period of this Contract. The layout management of
all areas shall be in accordance with the requirements and planning of the general layout and shall be submitted for
review and approval. If the Subcontractor has to enter the responsibility area of another Subcontractor, he shall obey
the management of the Subcontractor of that responsibility area, go through the entry and exit procedures,
obtained the signed approval by the Subcontractor of that responsibility area and the approval by the Contractor
before being allowed to execute the construction. The Subcontractor shall not claim for any extra payment caused by
the Contractor’s general site arrangement (including the sequence of any work) and management. The
Subcontractor shall protect all completed work during the work without extra payment or compensation.
CLAUSE 08: PERMIT
The Subcontractor shall be responsible to obtain and maintain in effect all Applicable Permit required in connection
with execution of the Works and pay all fees required to be paid to any Competent Authorities, the certificates of
which shall be delivered to the Contractor and will become the property of the Contractor.
CLAUSE 09: COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK
1. Commencement
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1.1 The effective date of the Contract shall be the date of receiving of the Letter of Award by the Subcontractor.
The commencement date of the Contract shall be the date of “Full notice to proceed” (FNTP) issued by
Contractor. The Full Notice to Proceed shall not be issued until each of the following conditions precedent has
been satisfied, or waived by the Contractor:
(a) the Contractor has received a certificate in respect of each of the following entities signed by a duly
authorised officer of such entity:
(b) The Contractor received the “Full Notice Of Proceed “ which issued by the Owner.
1.2 The Contractor will issue to the Subcontractor the necessary execution information at least 7 days before Work is
to commence for the Work as indicated in the Project Schedule.
1.3 The Subcontractor shall not be entitled to claim for any expenses, losses or costs whatsoever for any materials
purchased or for any Work which has performed prior to the NTP.
2. Progress
The Subcontractor shall fulfil his obligations in the most efficient and diligent manner, in case of negligence or
violation of any said obligations, he shall make good any damage caused thereby to the Contractor.
The Work shall progress in accordance with time schedule set forth in this Contract, “Project Schedule”. The Project
Schedule determines the orders of precedence, the progress and the time of completion of each major component
part of the Work, further dates on which certain buildings and structures shall be handed over to the Contractor
ready either for erection, operation or other purposes.
The Subcontractor shall at monthly intervals prepare formal written and quantitative reports to the Contractor on
the progress of the Works by reference to the Project Schedule in a format approved by the Contractor and in
sufficient detail to permit the Contractor to assess performance, plan witness dates and evaluate forecasts, including
reports on key sub-subcontracts (as applicable). Within 10 (ten) days of the submission of each such report and at
such other times as the Contractor may reasonably request, the Contractor and the Subcontractor shall meet to
discuss progress. Each monthly progress report shall be submitted no later than the 2nd day of the month following
that in respect of which it is made, but may report on actual progress only up to the end of the month and
anticipated progress thereafter. Monthly progress reports shall include the followings:
a) executive summary;
b) description of the Work and services performed during the preceding month;
c) updated current project schedule showing progress to the end of month compare with the Project Schedule and
the targets schedule for the next month, Submit measures to expedite project progress suppose the schedule is
delayed.;
d) updated billing schedule showing the payment become due to the end of next three months;
e) identification of areas with foreseeable problems relating to progress of the Works; and
f) such other information and supporting documentation as the Contractor may reasonably request;
g) Number of manpower, including their type of work on site last month and that to be available and be
demobilized next month. Number of major machinery and tackles, including their specifications.
h) Status of materials supply and order for this Project.
The Subcontractor shall submit the progress report every month and in 6 (six) hard copies and one soft copy. The
Contractor has the right to depute his representative at the premises of the Works of the Subcontractor or any of its
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Sub-Subcontractors to ascertain the progress of the Works. The Subcontractor shall as and when required by the
Contractor give the Contractor access to all scheduling information prepared by the Subcontractor in respect of the
Works and shall permit the Contractor’s Representative to attend and fully participate in scheduling and progress
meetings.
Above revisions can in no case amend the basic terms for the completion of component part of the Works and of the
entire Works as such terms are stated in the Project Schedule or under the main construction dates as determined in
the Contract.
In the event of such delay whatsoever reasons in the progress, Subcontractor shall be obliged to take all necessary
measures for accelerate progress and Completion Time stay the same.
3. Expediting of Progress
If for any reason which does not entitle the Subcontractor to an extension to the Completion Schedule, the rate of
progress of the Works at various stages is at any time in the reasonable opinion of the Contractor, which shall be
conclusive, too slow to ensure that completion of Work will occur on or before the scheduled Completion Time in
relation thereto, or the Subcontractor neglect to execute the Contract with due diligence and expedition or
contravene the provisions of the Contract, the Contractor may give notice of the same in writing to the
Subcontractor calling upon him to expedite the progress, make good the failure, neglect or contravention
complained. The Subcontractor shall respond within 7 (seven) working days with its plan (including but not limited to
re-planning task sequences, increasing manpower or other resources of the Subcontractor or any Sub-Subcontractor
employed on the Works or the addition of Sub-Subcontractors) to accelerate the progress of the Works so as to
achieve completion time no later than the scheduled Completion Time. The Subcontractor shall not be entitled to
any additional payment for taking such steps. If the Subcontractor fail to comply with such notice within this period
of time, the Contractor will be at liberty to take the Contract wholly or in part out of the Subcontractor’s hand and
make alternative arrangements at the risk and cost of and recover from the Subcontractor all extra cost plus 15%
management cost incurred by the Contractor on this account. In such event Contractor will not be responsible for
any loss that the Subcontractor may incur and Subcontractor shall not be entitled to any gain. The Contractor shall, in
addition, have right to encash Performance Bank Guarantee in full or part. Any letter or minutes of the meetings with
reference to expediting the Works shall not be construed as revision to the Project Schedule or Completion Time of
the Works unless the agreement signed by the Parties.
4. Time for Completion
The Works shall be completed and shall have passed all tests to the satisfaction of the Contractor within the period
or periods stated in the Contract, calculated from the date of receiving of the notice to proceed (NTP) issued by
Contractor. The time for completion shall include Friday, Saturday, Sunday, Holidays and bad weather days. The
Subcontractor shall not be entitled to request extension of time or any rights or damages due to unfavourable
weather or unsuitable ground conditions or from any other similar cause except in case of force majeure.
The completion date means the date stipulated in appendix I for the achievement of provisional acceptance date.
5. Period of Contract
The total Contract Period shall be according to the following:
(i) Completion Time for the Contract shall be as per Project Schedule （Section G – Project Schedule & Milestone）.
The Subcontractor undertakes to complete all the Works relevant to the present Contract until Provisional
Acceptance of the Works in accordance with Clause 45.
(ii) The present Contract remains valid until Final Acceptance of the Works in accordance with Clause 45.
6. Limited notice to proceed (If required)
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Notwithstanding any provision of this Agreement or the Contract to the contrary, the Parties acknowledge that, prior
to the issuance of the Full Notice to Proceed, the Owner may after the date of this Contract issue a limited notice to
proceed requiring the Contractor to proceed with certain portion of the Works (the "Early Works"). The scope and
timing of completion of the Early Works and the price to be paid for the performance thereof are described in the
LNTP Agreement. The Owner and the Contractor acknowledge and agree that:
any amounts paid by the Owner to the Contractor pursuant to the LNTP Agreement shall form part of the Contract
Price;
the Early Works shall be deemed to be part of the Works under this Agreement and the Contract; and
the performance by the Contractor of the balance of the Works not otherwise made part of the Early Works shall
commence upon the issue of the Full Notice to Proceed.
CLAUSE 10: PERFORMANCE OF THE WORK
The Subcontractor shall be fully responsible for the perfect, workmanlike, timely economical performance and
completion of the Work in strict accordance with the Contract, the Schedule, drawings, specifications attached to the
Contract and which make a part thereof, as well as with any and all drawings, data, instructions, directives and orders
to be furnished or given by the Contractor during the execution of the Work.
If any remaining Works or defect Works by Subcontractor was found during performance of the Works and the
Subcontractor refuses to continue performance, Contractor shall be entitled to appoint other subcontractors to
complete these remaining Works or defect Works, and deduct no less than three times of the cost incurred by the
remaining Works or defect Works from payment due to the Subcontractor. If the amount of money due to the
Subcontractor is not enough to be deducted, the Subcontractor shall pay directly to the Contractor, without affecting
other rights of the Contractor under this Contract.
If, at any time, the way in which the Subcontractor is working, or the materials, work force, machinery and
equipment used, do not prove in the Contractor’s opinion to be adequate or capable to secure the perfect quality of
the Work or the required rate of progress and of completion of same, then the Contractor have the right to order the
fulfilment of the Subcontractor's obligation under the Contract. The Subcontractor shall be obliged to comply with
such orders, without such intervention of the Contractor, whether actually exercised or not, not diminishing in any
way the responsibilities of the Subcontractor.
In the event the Subcontractor persist not to comply with the Contractor’s order, the Contractor will perform that part
of the work ordered at the Subcontractor's own expense plus 15% management cost and without the Subcontractor
being released from his responsibility. The Subcontractor will be informed of relevant expenses, the level of which the
Subcontractor here by accepts unreservedly and which shall be deducted from the following payment. Except as
expressly set forth above, the Contractor will also be entitled to adjust the Subcontractor’s work scope or terminate
the Contract or other action which stated in the Contract.
The Subcontractor shall indemnify and hold harmless the Contractor from any fine, fees, payment, loss, damages,
claims, sue or any legal procedure including directly or indirectly caused by Subcontractor’s performance.
CLAUSE 11: NECESSARY WORK, ERROR, INCONSISTENCY
Any Work is not shown on the drawings being released to the Subcontractor (the drawing which was furnished by the
Subcontractor and approved by the Owner and Engineer) for engineering, procurement, construction but particularly
described in the EPC Contract and/or in this Contract, shall be executed by the Subcontractor and the omission from
both the specifications or drawings of any detail of work necessary and obviously intended, shall not relieve the
Subcontractor from furnishing the same.
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Moreover, should any error or inconsistency appear in the specification, construction drawings or any other
contractual document, or should the Subcontractor be uncertain as to the work, he shall, before proceeding with the
work, inform the Contractor of the same in writing and then proceed with the Work as directed in writing by
Contractor.
CLAUSE 12: SITE MEETINGS
The Subcontractor shall be required to attend regular Site meetings and report in writing to the Contractor on the
following and any other relevant matters:
a) Flow of information between the parties.
b) Design
c) Off Site fabrication and testing.
d) Deliveries.
e) Progress achieved giving reasons for delays (if any) and action being taken.
f) Progress programmed stating action taken to avoid any likely delay.
g) Labour and Plant Resources and any action to rectify shortages.
h) Staffing.
i) Welfare and services.
j) Industrial relations.
k) Quality control.
h) Safety.
If Subcontractor fail to attend any Site meeting, or any report document is not duly submitted within such required
time, or any mistake or false is found in any such report document, the Contractor will be entitle to compensation
from the Subcontractor as per Contractor's relevant regulations.
In addition to the above, the Subcontractor shall attend at his cost, all the meetings with the Owner, Contractor,
other Subcontractor and the Consultants of the Owner for the Project. The Subcontractor shall attend such meetings
as and when required and fully co-operate with such persons and agencies involved.
CLAUSE 13: WORK IN SHIFT, OVERTIME WORK
As advising by letter from the Contractor and/or upon requirement of the Contractor when the Subcontractor does not
meet the Schedule, the Subcontractor shall perform or shall be obliged to perform work in day shifts and at night in 24
hours without extra cost to the Contractor.
For the same reasons and after authorization of the appropriate governmental Agency under the local laws, requested
by or given to the Subcontractor, and also in accordance with the relevant provisions of local laws and the terms and
conditions to be determined by the competent authority, the Subcontractor shall work overtime and/or Friday
Saturday, Sunday, and holidays without extra cost to the Contractor.
During the period of Ramadan or legal holidays required by the government, the subcontractor shall arrange the
working duty time reasonably to guarantee the working time more than 8 hours each day, and guarantee manpower
quantity shall not less than 80% of manpower at normal time. The Subcontractor shall perform work in day shifts and
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at night in the necessary area to meet the time schedule at its expense and the Contractor will not take any
responsibility for these accelerating actions which the Subcontractor may proceed.
At least one month before Ramadan or legal holidays required by the government, the Subcontractor shall store
enough material including consumable material in advance and submit the special construction schedule to the
Contractor for approval. The Subcontractor shall not delay the work due to the shortage of manpower or material.
According to the actual situation of the delay which may be caused by the period of Ramadan or legal holidays
required by the government, that one month before and after the Ramadan or legal holidays required by the
government, the Subcontractor shall submit the accelerating plan in written which should incorporate measures and
take necessary actions to put forward the Project and completed on schedule. The measures that Subcontractor may
take including but not limited to increase manpower & machinery, extend work hours, improve the construction
methods, improve labor efficiency, add work shift etc. It is the Subcontractor's responsibility to arrange, during night
work, for sufficient light to be provided both for the main work and for the safety of the workmen and their personnel
as well as for the movement of materials and other supplies of the Work and for a proper inspection at the Contractor
convenience.
In pursuant to the epidemic and pandemic occurred in the Saudi Arabia, the Subcontractor shall take the efficient and
reasonable practices in manpower and material to eliminate the impact of the epidemic or pandemic like the
coronavirus including the likely delay completion of the construction and the likely additional cost include but not
limited as following which will be incurred by the Subcontractor：
i） demobilization and mobilization for the equipment and manpower

ii） the practice taken by the Contractor to protect the equipment and material
The subcontractor not entitled to claim any cost or time caused by the epidemic and pandemics under the
Subcontract.
Any failure of the Subcontractor to comply with above responsibility will hold him liable for all indemnity and/or penal
and/or civil charges to be eventually filed against the Contractor and/or their personnel and in all way the
Subcontractor shall keep the Contractor harmless and will provide legal aid in case Contractor is sued by a third party
as the Owner / Engineer of the Work.
It is necessary that the Contractor's permission shall be obtained before such work is commenced save when the work
is unavoidable or absolutely necessary for the saving of life or property or for the safety of the Work, in which case the
Subcontractor shall immediately advise the Contractor in writing. The Contractor may be withheld without the
necessity for the Contractor to give his reason for withholding permission and the Subcontractor shall not entitled to
ask for indemnity of any sort as a result of withholding this permission or cancelling it.
CLAUSE 14: THE SUBCONTRACTOR'S PERSONNEL
The Subcontractor shall furnish to the Contractor, within 14 (fourteen) days after award of Contract, a manpower
planning showing the number of men estimated to work each week during the duration of the project as well as the
curriculum vitae of Subcontractor Authorized Representative and key-personnel.
The subcontractor’s key people, who are planning works for this project, shall attend the Interview and exam required
by the Contractor companies the CV. The key person are entitled to enter the site only after approved by the
Contractor.
The manpower planning shall be updated with the actual manpower on a weekly basis and transmitted to the
Contractor before the Weekly Site Meeting.
Subcontractor shall appoint competent and qualified project manager, construction manager, site engineer, site quality
engineer and site safety engineer on a full time basis. The Subcontractor shall also appoint qualified foremen-
supervisors.
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Subcontractor’s project manager & construction manager or his appointed representative shall be present on the Site
during all working hours and shall not without prior approval from the Contractor leave the Site, any orders and
instructions issued by the Contractor to the Subcontractor’s site manager shall be deemed issued to the Subcontractor
himself.
It is clearly understood that Project Manager, Construction Manager, Site Engineers, Quality Engineer and Foremen are
fully responsible to the Contractor Project Manager or Construction Manager for the progress and quality of the works
carried out by the Subcontractor and the Subcontractor's Subcontractor, if any.
The Subcontractor shall at his own charge and expenses employ such personnel as is required in number and by job
classifications for the progress and completion of the work within the time periods specified in the Contractual Time
Schedule.
The personnel, both manual and non-manual to be employed by the Subcontractor for the performance of the work
shall be competent faithful, qualified, according to the requirements of the relevant local laws and regulations, orderly
and faith obedient. If the Contractor comes to notify the Subcontractor in writing that any employee, manual or non-
manual, employed by him, is in the Contractor opinion incompetent, unfaithful, unqualified, disorderly or otherwise
unsatisfactory, the Subcontractor shall at his own expense, discharge such Employee from the work and shall not re-
employ him unless with the written approval of the Contractor If directed by the Contractor, the Subcontractor shall
have to substitute the discharged employee by another qualified one, subject to the approval of the Contractor. Any
such person so removed from the Site shall be replaced without delay by a competent substitute without extra cost to
the Contractor.
Strict discipline shall be maintained by the Subcontractor at the Site, the work yards and all other installations or Sites
where Work is progress. All personnel employed in the performance of the work shall enter or leave the job or Sites
only through the gates and exits designated for that purpose.
The Subcontractor shall ascertain the availability of labour (skilled and unskilled), personnel and Sub-Subcontractor in
the vicinity in which the Site is located and shall, to the extent possible, engage such labour (skilled and unskilled),
personnel and Sub-Subcontractor, as the Subcontractor’s Personnel. Provided that, the Subcontractor shall not recruit
or attempt to recruit any labour or personnel already employed with the other Subcontractors, Contractor and/or the
Owner. The Subcontractor shall provide information in this regard in the weekly reported submitted to Contractor or as
required by Contractor from time to time. The Subcontract guarantee the saudization of the subcontract will be
executed comply with the related government regulation and law.
The appendix 11 will be applicable for the Subcontract.
CLAUSE 15: EQUIPMENT, TOOLS AND MATERIALS
The Subcontractor is obliged to procure, maintain and operate at his own expense any and all facilities, equipments,
tools, materials and supplies, storehouses, work yards and any installations and facilities in general required for or
pertinent to, or in connection with the execution of the Work in accordance with the Contract.
The Subcontractor is fully responsible for the supply in due quantities and in due time of any and all materials and
equipment needed for carrying out the Works in accordance with the Contract specifications and drawings. No claim
will be admitted on account of shortage of materials in the local market.
Said equipment, machinery, tools, materials and supplies, as well as any installations, scaffoldings, auxiliary buildings,
etc. constructed therewith, shall be of excellent quality, free of any defect or encumbrance and suitable in every
respect for the use for which they are intended and must present absolute safety for the Work and the personnel.
Manufacturers of materials and equipments to be purchased by the Subcontractor shall be approved by the Contractor
and the Owner. The Contractor will be entitled to enquire with the manufacturers if necessary. Before placing orders,
the Subcontractor shall submit to the Contractor a list of the chosen manufacturers in the required form for approval.
Products of manufacturers that are not approved by the Contractor or the Owner shall not allow to be used in the
Works. The Subcontractor shall submit to the Contractor’s Engineer a material and facility supply schedule 40 (forty)
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days in advance stating the requested quantities and time of supply for the Contractor to examine and approve. If the
material or facility schedule is changed due to modifications to the design and variations in material or facility, the
modified material or facility supply schedule shall be reviewed and approved by the Contractor. The Subcontractor
shall purchase such equipments and materials under the Contract, design, relevant Standard Requirements and
provide conformity certificates of these products, and shall be responsible for the quality of such equipments and
materials.
It is clearly understood that the Subcontractor shall deploy the manpower, equipment and machinery no less than the
list of manpower, equipment and machinery in this Contract, the Contractor is entitled to deduct the manpower,
equipment/machinery fee which not deployed from the payment due to the Subcontractor when the actual quantity
of manpower, equipment/machinery dose not reach 95% as listed in the Contract, and any additional manpower,
equipment/machinery required to meet the time schedule shall be provided by the Subcontractor at its own cost
when required by the Contractor.
Consequently, if in the opinion of the Contractor the equipment, machinery, tools, materials and supplies brought at
any time by the Subcontractor to the Site or the storehouse & work yards, installations and facilities in general, are
insufficient, inadequate, unsuitable, improper, defective or incapable to warrant the perfect, timely and economical
performance of the work according to the requirement of the Contract, then the Contractor will, by written order to
the Subcontractor, require that he procures such equipment, machinery, tools, materials and supplies or replaces the
same, as in said representative's opinion shall be sufficient to assure the timely performance of the work according to
the terms of the Contract. It is understood the Subcontractor shall be obliged to conform to such written orders of the
Contractor without being entitled to any additional payment, compensation increase in prices or extension of delivery
time.
In case of non conformity of the Subcontractor to the Contractor’s orders within a reasonable time fixed by the
Contractor, it is understood that the Contractor is entitled to bring to the work, additional equipment, machinery, tools
at the expense of the Subcontractor plus 20% management cost.
The Subcontractor shall not remove from the Site any piece of equipment, machinery, tool, facility, material or supply
or any installation, etc. constructed therewith without the prior approval in writing of the Contractor.
In the event the Subcontractor fails to comply with this obligation, by omitting to request said approval or if approval is
not granted, a liquidated damage in favour of the Contractor would be made.
This liquidated damage will be equal to the rate decided by the Contractor relevant to the equipment removed
without authorization and applied until the aforesaid equipment is brought back to the Site.
The Subcontractor may lease such material, equipment, tools, etc., to Contractor if available.
At the Contractor’s request, the Subcontractor shall be obliged to put at the disposal of and allow the use thereof by
the Contractor and/or the other contractors or suppliers engaged in the performance of works connected with the
project, any part, section or piece or of the whole of his equipment, machinery, tools, materials, supplies or installation
etc. before the completion and final acceptance thereof.
The Subcontractor, during the whole period of the performance of the Work, shall allow free use of the scaffoldings
constructed or erected by him, to other subcontractors or suppliers doing similar work to his own. No compensation
whatsoever shall be paid to the Subcontractor for such use of his scaffoldings by others, as long as it is being used by
the Subcontractor.
In the event the Subcontractor is requested in writing by the Contractor not to remove his scaffolding for as long a
period of time as the Contractor may determine, even after the date the same shall not be required by the
Subcontractor, for the performance of the Work, then the Subcontractor is obliged to conform to such the Contractor
request.
It is understood that the Subcontractor is not entitled to an extension of the progress and completion dates in the
event his equipment is used by any other contractor or subcontractor after his approval.
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The Subcontractor shall be responsible for any loss, destruction or damage to the said equipments and material which
may occur thereto unless the fault lies with the Contractor.
The Subcontractor shall be preparing a local content analysis report within 55 Days to the Contractor for approval after
the Subcontractor award the LOA. The Subcontractor shall, and the Subcontractor shall procure that its local
Subcontractors shall, subject to the requirements of Decision No. 50 and other applicable Legal Requirements, provide
to the Contractor not later than fifty five (55) days prior to the beginning of each calendar year . The Subcontractor are
required to provide the Local Content scorecard higher than 55% in accordance with the appendix 12 and appendix 13.
The Subcontractor is required to submit the related documents evidencing the result of calculation Local Content
scorecard in monthly basis. The evidence document include the copy of the purchase order ， salary ， sub-
subcontracting works.
CLAUSE 16: PROTECTION OF EXISTING FACILITIES
1. Protection of Roads, Highways, Bridges, etc.
The Subcontractor shall, in collaboration with the appropriate government or other authorities or the Owner thereof,
in accordance with their instructions and at his own expenses, take such steps as may be necessary or advisable to be
taken for the free and undisturbed use by the public, of the public, municipal or communal and the Contractor owned
roads and highways and/or bridges and/or railway tracks, and/or electric or telephone lines, and for the protection of
the same in the event they may be damaged, interfered with or submitted to undue wear and tear by reason of the
work, in connection therewith or as a result thereof. Similarly the Subcontractor shall repair and make good at his own
expense to the complete satisfaction of the governmental or other authorities or the Owner thereof, any and all
damages which might be caused to the aforesaid roads and highways and/or bridges, and/or railway tracks and/or
electric or telephone lines.
2. Making Good all Damage and Services to Earthwork, etc.
The Subcontractor shall make good, at his own cost, all damage to telephone, and electric cables or wires, sewers,
conduit, raceways, ducts, water or other pipes and other services encountered. The cost incurred in so doing shall be
paid by the Subcontractor to the Contractor, or other concerned authority or private party on demand. All injury to the
surface of the land or sea where disturbed by the works shall be repaired by the Subcontractor or the parties
concerned, as the partied elect, at the Subcontractor's expense. All such repairs shall be to the approval of the
Contractor and the concerned parties.
CLAUSE 17: WARRANTIES
1. Materials, Equipments and Workmanship
1.1 The Subcontractor shall guarantee that materials and equipments incorporated into the Works are new and
unused for the service intended, that all items are free from inherent defects in workmanship and material.
1.2 The Subcontractor shall be responsible for any defect arising from materials, workmanship, or any act of
negligence on the part of the Subcontractor within the times stated in the Contract.
1.3 If the Works performed or equipments or materials or equipment provided by the Subcontractor fails to comply
with the requirement of this Contract, the Subcontractor shall repair, replace, or make other remedies as required by
the Contractor. Otherwise, the following clause 3 in this Clause shall apply.
2. Warranty Period and the Extension of Warranty Period
2.1 The period of warranty on Work shall be at least 24 months starting from the date of the issue of the Provisional
Acceptance Certificate and shall be extended for the replaced part as per the following sub-clause no.2.2.
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2.2 If during the warranty period, any defects are found in the Work performed by the Subcontractor, the
Subcontractor shall, in any event no later than 7 days from the receipt of the notice from the Contractor to make
remedies to such defects or any other period as may be agreed by the Contractor, correct, repair, replace or otherwise
make good (as the Contractor shall, at its discretion, determine) such defects, at the cost and expenses of the
subcontractor. The Warranty Period shall be extended for 24 months from the date of the completion of repair,
replacement or other remedies to the satisfaction of the Contractor.
3. Execution of Work of Repair
3.1 Execution of Work of Repair
The Subcontractor shall supply all replacements and materials and immediately execute all such work of repair or
adjustment as required for reconstruction, rectification, and making good of defects, imperfections, and other faults as
may be required of the Subcontractor in writing by the Contractor during the period of warranty.
If it becomes necessary for the Subcontractor to replace any or renew any defective portions of the Work under this
clause, the provisions of this clause shall apply to the portions of the plant so replaced or renewed until the end of the
warranty period for renewed and replaced parts. Additional 3 months warranty period for the renewed and replaced
part shall begin on the date of satisfactory renewal or replacement or, where applicable, on the date of completion of
subsequent testing that may be required to assure proper operation. If defects are not remedied within 10 days or
other period approved by the Contractor, the Contractor may proceed to do the work at the Subcontractor's risk and
expense without prejudice to any other rights which the Contractor may have against the Subcontractor in respect to
such defects.
3.2 Removal of Defective Work
The Subcontractor may with the consent of the Contractor, which consent shall not be unreasonably withheld, remove
from the Site at his own cost any part of the Work that is defective, if the nature of the defect is such that repairs
cannot be expeditiously carried out on the Site.
3.4 Remedy on the Subcontractor's failure to carry out work of repair
If the Subcontractor fails to perform any such repair work required by the Contractor, the Contractor will be entitled to
carry out such work by his own workmen or by other the Subcontractors at the Subcontractor's risk and expense and
without prejudice to any other rights which the Contractor may have against the Subcontractor in respect to such
failure, the Contractor will be entitled to recover from the Subcontractor the cost plus 15% management cost thereof
or may deduct the same from any monies due or that becomes due to the Subcontractor or by invocation of the
Contractor's rights to the Subcontractor's Warranty Money, without any notarial warnings or judicial proceeding's. For
the avoidance of doubt, it is clarified that any work undertaken by the Contractor hereunder shall not extinguish the
Subcontractor's liabilities arising pursuant to the terms and conditions of this Contractor.
4. The Subcontractor to search
The Subcontractor shall, if required by the Contractor in writing, search for the cause of any defect, imperfection or
fault under the directions of the Contractor. The cost of searching for the aforesaid shall be borne by the
Subcontractor.
5. Completion of Warranty
The Contract shall not be considered complete until Final Acceptance Certificate has been issued by the Contractor
based on that all Works have been completed and maintained and the Subcontractor has fulfilled all his obligations
under the Contract.
ARTICLE 18: QUALITY OF THE WORKS
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1. The Subcontractor guarantees that the quality of the Works shall be as stipulated by the Technical Specifications,
drawings and particular data and instructions given by the Contractor. On the other hand, the quality of the Works
shall be according to agreed standards in the country.
It is understood that the Subcontractor shall provide the required quality report throughout the works in order not to
delay the handing over of the Works to the Contractor.
2. In the event at any time during the performance of the Work, until the final acceptance of the same, or any part
thereof, or the workmanship, or the materials used or to be used for the performance of the same are in the
Contractor’s opinion defective, imperfect or inadequate and in general not in strict and complete accordance with the
requirement of the Technical Specification, then the terms and conditions of Clause 44 of the Subcontract Conditions
shall apply.
3 The other items refer to related Appendix of this Contract.
CLAUSE 19: SAFETY
1. General
1.1The Subcontractor shall comply with all the requirements of OSHA/International Standards and all necessary safety
measures at the Site as well as of all applicable Country laws, statutes and regulations.
1.2The Subcontractor and his employees shall be subject to rules and regulations for the conduct of the Work at the
Site, and all the activities shall comply with the “Health and Safety Plan” and “Construction Environment Management
Plan” compiled by the Subcontractor, and approved by the Contractor and Owner.
1.3 The Subcontractor shall be responsible for the enforcement among his employees and his Sub-Subcontractors of
the Subcontractor's instructions regarding signs, advertisements, the prevention of fires and accidents and other
general regulations.
1.4 The Subcontractor shall point the approved Safety, Health and Environment Policy in respect of safety and health
of building workers and it shall be circulated widely and displayed at conspicuous place in English language understood
by the majority of the workers. A copy of the safety policy shall be submitted to the Contractor.
1.5 Documents to be submitted to the Contractor by Subcontractors
NO. Title Time Language Memo
１ Before commencement of the

Safety Management Plan English
Work
2 Before commencement of the

Safety training Plan English
Work
3 Environment management Before commencement of the

English
Plan Work
4 Before commencement of the

Fire fighting Plan English
Work
5 Safety Personnel Before commencement of the English 1.Safety Engineer

Qualification Work
2.Fire coordinator
3. First Aider
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4. Environment coordinator
6 Such as driver license, crane

Before commencement of the
Staff Qualification English operator, Electrician, Scaffolder,
Work
Rigger e.t.
1.6 The Subcontractor shall ensure proper safety of all the workmen, materials, plant and equipment belong to him or
to the Contractor or to others, working at the Site.
1.7 All equipments used in construction and erection by the Subcontractor shall meet OSHA/International Standards
and where such standards do not exist, the Subcontractor shall ensure these to be absolutely safe. All equipments shall
be strictly operated and maintained by the Subcontractor in accordance with manufacturer’s operation manual. The
Subcontractor should also follow Guidelines/ Rules of Contractor/Subcontractor in this regard.
1.8 The Subcontractor shall provide suitable latest Personal Protective Equipments of OSHA/International Standards or
prescribed standard to all their employees according to the requirement. The Subcontractor should examine these
safety equipments to determine their suitability, reliability and adaptability before their use at Site.
1.9 The Subcontractor shall provide safe working conditions to all workmen and employees at this workplace including
safe means of access, railings, stairs, and ladders, scaffolding, work platforms, toe boards etc. the scaffoldings shall be
erected under the control and supervision of an experienced and competent person. For erection of scaffolds, access,
work platforms etc. shall be good and the Subcontractor shall use standard quality of material according to Country/
International regulations.
1.10 The Subcontractor shall follow and comply with all rules, regulations and orders made by Contractor, Owner, the
government or any other statutory authority, and relevant provisions of Applicable Laws pertaining to the safety of
workmen, employees, plant and equipment as may be prescribed from time to time without any protest or contest or
reservation. In case of any unconformity between statutory requirement and the safety rules of the Subcontractor
referred above, the latter shall be binding on the Subcontractor unless the statutory provisions are more stringent. All
the safety rules, standards, code of practices formulated by Subcontractor shall not be contrary to relative laws,
statutes and regulations of International Standards.
1.11 The Subcontractor will review “Inspection Notice” or “Deviation Notice Form Inspection” if safety issues exist in
the Site, and shall take immediate action to rectify in limited time.
1.12 Emergency Action Plan
The Subcontractor shall prepare an emergency action plan approved by his competent authority to handle any
emergency occurred during construction Work. Regular mock drills shall be organized to practice this emergency plan.
The Emergency Action Plan should be widely circulated to all the employees and suitable infrastructure shall be
provided to handle the emergencies. In addition, the Emergency Action Plan shall be submitted to Contractor when
requires.
2. HSE Management
2.1 Construction Safety Agreement
The Subcontractor shall strictly follow the construction safety requirement in the Contract. The Subcontractor shall
make an overall plan of the safety and civilized construction on the Site, and actively make relevant arrangements and
execute the plan. And the Subcontractor shall strictly execute the applicable local laws and regulations related to
construction safety, take all necessary measures to strengthen construction safety management, and draw up strictly
management safety management rules to ensure the safety and health of the construction personnel during the
construction.
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The Subcontractor shall indemnify and hold the Contractor harmless against any losses or claims due to any personnel
casualties and losses or damages to properties.
Such personnel casualties or property losses refer to those occurring or caused during the execution and completion of
the Work or during the remedying of any defect of the Work, the Subcontractor shall also indemnify and hold the
Contractor harmless against all claims, legal suits, liquidated damages, legal costs, accusation costs, and other
expenses for or related to such personnel casualties or property losses.
The Subcontractor must comply with the regulations established by the Contractor (Project Health and Safety Manual,
Construction Environment Management Plan etc.) and the Owner.
2.2 On-Site operation and safety rules
The Subcontractor shall provide a sufficient, stable, and safe construction Site. The Subcontractor shall make sure that
all his employees, agents, and his Sub-Subcontractors comply with the on-Site safety rules and relevant Applicable
Laws and regulations while performing any operations on the Site. The Subcontractor shall strengthen the
management of the transportation, loading & unloading, and storage of hazardous products and chemicals during the
construction, set up independent chemical warehouses to store such hazardous products and chemicals, store and
clearly mark hazardous products and chemicals in different areas in accordance with their categories and
characteristics, set up necessary ventilating, anti-sunlight, temperature regulation, fire protection, fire extinguishing,
anti-explosion, pressure relief, anti-poisonous, sterilizing, neutralizing, anti-moisture, anti-electrostatic, anti-corrosion,
anti-seepage, and anti-radiation safety measures and devices, and perform maintenance and repairs in accordance
with the national standards and relevant regulations of the country where the Works are located. The Subcontractor
shall notify the Contractor of any major casualties and equipment safety accidents during the construction and report
to the Contractor the investigation results and treatment opinions of such accidents within the required time limits,
and also report such accidents to the local authorities according to relevant procedures. Compensation for all such
accidents shall be attributable to the Subcontractor.
2.3 Safety supervision
The Subcontractor shall be responsible for the safety and accident prevention of on-Site labor which includes staff,
service personnel, agents, or any personnel related to the Subcontractor, its Sub-Subcontractors, Contractor or the
Owner. The safety supervision personnel shall be qualified for the job and have the right to make instructions and take
protective measures.
2.4 Health and safety records and reports
The Subcontractor shall keep complete safety and health records on the Site. The property loss records shall meet the
applicable relevant industry standards. The Subcontractor shall make a report of all the details under any circumstance
which shall, include the location, situation, personnel and equipment losses or damages of the accident. The
Subcontractor shall put the accident on record at the earliest possible opportunity.
2.5 Health and safety measures
The Subcontractor shall make sure that all acts within the scope of this Contract completely comply with the
Applicable Laws and regulations on health and safety, and such acts of the Subcontractor shall be maintained until the
final completion of the Work.
The Subcontractor shall be responsible for the safety protection of its employees and labors in accordance with the
obligations required by Applicable Laws related to health and safety protection. The Subcontractor ensures the
availability of local medical personnel, emergency treatment devices, stored medical equipment, clinics and
emergency services. The prevention of epidemic diseases and necessary welfare and health conditions shall be
properly arranged for, during the fulfilment of this Contract. Upon the outburst of any epidemic disease, the
Subcontractor shall abide by the rules, orders, and requirements issued by the Competent Authority in order to control
and fight the disease.
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2.6 On-site safety protection
The Subcontractor shall ensure the protection, supervision, and establishment of lighting, firefighting, and temporary
safety protection equipment on the construction Site within the scope of this Contract, and provide temporary roads,
protective fences, and security guards within the scope of the construction to protect the personnel and property of
the on-Site personnel.
2.7 Maintenance of the construction Site
2.7.1 According to the prevalent good practice in all industries, the Subcontractor shall follow the instructions of the
Contractor to clear and remove waste material, scraps, and other garbage on the Site during the construction.
2.7.2 The Subcontractor shall keep the construction Site and equipments clean, safety, and decent, and dispose of all
garbage at his own cost at any time, especially after the completion.
3. Notification ，warning and penalty for violating of Safety Rules and Regulations
Subcontractor violations of safety regulations are not subject to Contractor safety engineer’s management will be
given punishment as Appendix 2 of Contract.
4 The other items refer to Appendix 2 of this Contract.
CLAUSE 20: CLEANING
1. Cleaning Up the Site of the Work
The Subcontractor shall maintain all his areas in as clean a condition as practicable. Housekeeping work shall be
performed at frequent and regular intervals. The work shall include but not be limited to:
- Providing metal containers for waste and rubbish.
- Removing and disposing of accumulations of waste and rubbish.
- Sweeping working areas, walkways and stairs and removing spilled liquids from such surfaces.
2. Cleaning the Site after Work Completion
Upon completion of the Work, the Subcontractor shall demolish all auxiliary installations that he has used buildings or
Works and remove and clean up the Site or Sites of Work from any and all such installations, buildings or Works,
equipment, machinery, materials and supplies and any remnants thereof, and/or any and all rubbish, waste or refuse
caused by the work or as a result thereof, all such demolishing, removing and cleaning up Work to be done at his own
cost with the prior approval in writing of the Contractor and in accordance with the Contractor’s instructions.
3. Surplus Materials
No usable equipment or material purchased for the Work or construction tools and equipment shall not be removed
from the Site without the written consent of the Contractor.
After completion of all Work required to be carried out under the Contract, any equipment, material or consumable
supplies remaining surplus shall become the property of the Contractor except for the construction equipment.
Upon completion of the Work, all surplus materials and equipment (including rolling stock) other than the
Subcontractor’s Equipment whether or not required in connection with the performance of the Subcontractor’s
obligations shall be the property of the Contractor.
4. Dust Control
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The Subcontractor on the Site shall be responsible for dust control and shall carry out proper and efficient measures
wherever and as often as necessary to prevent construction operations from producing dust in amounts harmful to
persons or the Existing Power Plant, damaging to property, hazardous to public traffic, or causing a nuisance to persons
working on, living nearby or occupying buildings in the vicinity of the Works. The Contractor will at all times be entitled
to direct the Subcontractor as to areas requiring additional attention.
5. Other
All surplus earth shall be removed beyond the Works area and dumped in a place(s) as directed by the Contractor.
Should the Subcontractor fails to remove these surplus earth within forty-eight (48) hours after being required by the
Contractor, these shall be removed by others and the cost plus 15% management cost shall be charged by the
Subcontractor.
CLAUSE 21: SUSPENSION OF THE WORK
The Contractor may, at its sole option, decide to suspend at any time the performance of all or any portion of the
Works to be performed under the Contract.
The Subcontractor will be notified of such Contractor decision in writing. Such notice of suspension of the Works may
also designate the amount and type of the Works and construction equipment to be committed to work at the Site
during the period of suspension. The Subcontractor shall use its best efforts to utilize its construction equipment and
labor in such manner as to minimize costs associated with suspension.
Upon receipt of any such notice, the Subcontractor shall, unless the notice requires otherwise:
(1) Immediately discontinue the work on the date and to the extent specified in the notice.
(2) Place no further orders or sub-subcontractor or construction equipment with respect to suspended work other
than to the extent required in the notice.
(3) Promptly make every reasonable effort to obtain suspension upon terms satisfactory to the Contractor of all sub-
subcontractor, to the extent they relate to performance of work suspended.
(4) Continue to protect and maintain the Works including those portions, which has been suspended.
The Contractor may also notify the cause for suspension, if and to the extent that the cause is notified and is the
responsibility of the Subcontractor, the following Clauses shall not apply.
In the event such suspension affects the entire work and exceeds 30 (thirty) continuous Days in total, the
Subcontractor shall be entitled to an extension of completion time only. If the Subcontractor fails to give notice of a
claim within such period of 7 (seven) days since the Date of suspension of the Work, the time for completion shall not
be extended, and the Contractor shall be discharged from all liability in connection with the claim.
Upon receipt of notice from the Contractor to resume suspended work, the Subcontractor shall immediately resume
performance of the suspended work to the extent required in the notice.
In no event shall the Subcontractor be entitled to suspend any work except that it will happen or possibly happen the
event related with personnel safety or work quality or other risk events upon Contractor's sole discretion.
The provisions for extension of time above will not apply in the event the Contractor order was occasioned by the
Subcontractor's non-conformity to the provisions of the Contract.
CLAUSE 22: DELAYS
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The Subcontractor shall be solely and exclusively responsible for the completion of each component part of the
Work, as well as of the entire Work within the dates of progress and completion of same as specified in the Contract
or any mutually agreed amendment thereto.
The Subcontractor shall not be granted any time extension or extra cost except they have got the writing variation
order from Contractor.
Failure or delay of the Subcontractor to meet such dates, for any reason or cause whatsoever, with the exception
only of the Contractor’s delay or suspension of the work as herein below in Clause 21 is set forth or for reasons due
to Force Majeure, entails the application to the Subcontractor of the liquidated damages for delayed work provided
in Clause 37 hereunder.
In the event the Subcontractor delays or fails to provide the space with all materials, labor and proper equipment,
necessary for ensuring a progress of the Works in accordance with the Project Schedule, or any mutually agreed
amendment thereto, or should the Subcontractor fail to execute the Works in accordance with the specifications; in
this case the Contractor will give the Subcontractor a 7 (seven) Days written notice to ensure the good execution of
the Works. Should the Subcontractor fail to proceed with the Works in accordance with this notice, the Contractor
will then proceed the Works at the Subcontractor’s expense, 7 (seven) days after the notification, with the
engagement of labor, purchase of materials and purchase or hire of the equipment, that the Contractor shall deem
necessary.
Such action shall not relieve the Subcontractor of any of his obligations hereunder and relevant expenses plus 20%
(thirty percent) added for the Contractor’s management cost shall be deducted from the Subcontractor’s due
payments.
Except as expressly set forth above, the Contractor shall also be entitled to cancel, decrease or withdraw any scope of
work at his discretion without extra payment or compensation to Subcontractor or terminate the Contract.
CLAUSE 23: WITHDRAWAL OF THE WORK FROM THE SUBCONTRACTOR OR TERMINATION OF THE CONTRACT
Without prejudice to other provisions of the Contract Documents, or the Contractor's rights prescribed by applicable
law, the Contractor will have the right to withdraw the Works, or any part thereof, from the Subcontractor or decide
to terminate the Contract by a notice in writing from the Contractor to the Subcontractor without the need for any
notarial warning of court action and without any compensation to the Subcontractor, under the following conditions
and circumstances:
1. Failure of the Subcontractor to start the Work within 14 (fourteen) Days after receiving written order thereto.
2. If the Subcontractor abandons or deserts the Work or part of the Work.
3. If the Subcontractor suspends the Work completely for a period of 7 (seven) days, unless he proves that the reason
for suspension is attributable to Force Majeure.
4. If the Subcontractor makes slow progress in doing the Work, in a manner which gives the Contractor evidence that
the Subcontractor will not be able to complete the Work within the contractual Completion Schedule.
5. If the Subcontractor breach any the Contract term and does not make good the breach within 1 (one) week after the
Subcontractor’s receipt of a notice in writing from the Contractor to do so.
6. If the Subcontractor gives bribe in the form of a bonus, loan or present to any of the Owner’s /the Contractor's or
other subcontractor’s staff who have a direct connection with the Contract.
7. If the Subcontractor has failed to remove materials from the Site or to pull down and replace Work for 7 (seven)
days after receiving from the Contractor written notice that the said materials or Work had been condemned and
rejected by the Contractor.
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8. If the Subcontractor is not executing the Works in accordance with the Contract or is persistently or flagrantly
neglecting to carry out his obligations under the Contract.
9. If the Subcontractor had, without the prior written approval of the Contractor, contracted or assigned any part of
the Contract.
10. If the Subcontractor had, without prior written approval from the Contractor, contacted or met with the Owner.
11. If the Subcontractor strike in Site or block the Site activities or block Site entrance/office.
12. Whatsoever reason causes termination of the contract between Contractor and Owner.
CLAUSE 24: CONSEQUENCES OF WITHDRAWAL OR TERMINATION
1. In the event of terminating the Contract or withdrawal of the Works, or any part thereof, from the Subcontractor as
stated above or under any other condition in the Contract, the Contractor will have the right to confiscate the
Subcontractor’s Retention money without notarial warning or court action or encash the bank guarantee. Such losses
will not prejudice the Contractor’s right to claim additional compensation for losses and damages incurred.
2. In addition to the above, the Contractor will have a right to:
- Perform the incomplete work or part thereof, itself, at the Subcontractor’s expense,
- Put out all, or part of the incomplete work on tender, or
- Directly negotiate and award to some other subcontractors, the incomplete work or any part thereof.
3. The Contractor will have the right to seize all or part of the Subcontractor’s equipment to protect against losses due
to the Contract termination. The Subcontractor shall compensate the Contractor in full any amount that exceeds the
Contract Value, including administrative expenses incurred by the termination of the Contract, withdrawal of the Work
and the execution thereof directly by the Contractor or by another party. The said administrative expenses will be in
the amount of at least 20% (twenty percent) of the cost of the Work left incomplete by the Subcontractor. In
connection with this matter, the Contractor will withhold all payments due or to become due to the Subcontractor
until a final settlement of losses and other expenses has been reached.
CLAUSE 25: CLAIMS

25.1 Contractor’s Claims
The Contractor shall be entitled to make claims against the Subcontractor on account of any losses incurred by it
caused due to the Subcontractor’s failure to fulfil its obligations.
25.2 Subcontractor’s Claims
If the Subcontractor considers himself to be entitled to any extension of the time for completion and/or any additional
payment, under any clause of these Conditions or otherwise in connection with the Contract, the Subcontractor shall
give notice to the Contractor, describing the event and circumstance giving rise to the claim. The notice shall be given
as soon as practicable, and not later than 7 (seven) days after the occurrence of the event or circumstance. The claim
notice shall include the detail issue description, responsibility Identify, the time or cost affection, support contract
clause and evidence. Any content missing or obviously mistake shall not be considered as a effective claim notice.
The Subcontractor shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or
circumstance.
If the Subcontractor fails to do so within such a period, the Time for Completion shall not be extended and the
Subcontractor shall not be entitled to additional payment, the Contractor shall be discharged from all liability in
connection with the claim.
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The Subcontractor shall also submit any other notices which are required by the Contract, and supporting particulars
for the claim, all as relevant to such event or circumstance.
However, the Subcontractor acknowledges and agrees that, for the avoidance of doubt, in connection with claiming
any additional costs or extension of the Time, it shall only be entitled to the equivalent relief granted to the Contractor
under the contract between Contractor and Owner.
The Subcontractor shall proceed the Work in accordance with all the obligations under the Contract without
suspension. Otherwise the Subcontractor shall bear all costs, charges, time and the responsibility of damage to the
project.
CLAUSE 26: CONSEQUENTIAL DAMAGE
Except as expressly provided in the Contract, in no event shall any party hereto be liable to the other party by way of
indemnity or by reason of any breach of the Contract or otherwise for any loss of profit, loss of use, loss of contracts,
idle labour or for any indirect, incidental or consequential damages whatsoever that may be suffered by the other
party.
It is hereby agreed that this exclusion of liability shall not apply in respect of:
Statutory penalties and sanctions and legal expenses for which the Contractor is indemnified; or
The indemnity against infringement given under Clause 30 hereof; or
Special and exemplary damages actually awarded in personal injury claims and legal expenses for which an indemnity
is given.
CLAUSE 27: FORCE MAJEURE
Part1. Political Force Majeure
27.1 If the Affected Party desires to invoke a Political Force Majeure Event as a cause for delay or failure in
performance of any of its obligations under the Contract, the Affected Party shall:
(a) as soon as reasonably practicable and in any event no later than eight (8) Days after the Affected
Party first had knowledge of the occurrence of the Political Force Majeure Event, as a condition
precedent to its entitlement under this clause 37, give notice to the other Party of the circumstance,
event or condition which it alleges constitutes the Political Force Majeure Event and an estimate of its
likely duration (“Political Force Majeure Notice”). If the Affected Party does not deliver such Political
Force Majeure Notice in accordance with the terms hereof, such Affected Party shall not be entitled
to invoke the benefits of this clause 37;
(b) within eight (8) Days of serving the Political Force Majeure Notice, provide a written report
identifying the Political Force Majeure Event and the Affected Party’s understanding of its effects,
including particulars of the circumstance, event or condition, a general description of the obligations
likely to be affected, an estimate of its likely duration and costs, and a statement of the actions to be
taken in order to comply with its obligations under this clause 37. If the Affected Party does not
deliver such report in accordance with the terms hereof, such Affected Party shall not be entitled to
invoke the benefits of this clause 37; and
(c) from time to time at reasonable intervals and upon any reasonable request from the other Party,
provide updates as to the matters set out in clause 37.1(b).
27.2 The Affected Party shall:
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27.2.1 make all reasonable efforts to prevent and reduce and mitigate the effect of any delay occasioned by
any Political Force Majeure Event, including recourse to alternate sources of services, equipment and
materials;
27.2.2 as soon as reasonably possible, and in accordance with Good Utility Practice, ensure the resumption
of normal performance of this Contract after the cessation of any Political Force Majeure Event or its
effects and shall otherwise perform its obligations under this Contract to the extent not excused
under this clause ; and
27.2.3 within two (2) Days following the complete cessation of any Political Force Majeure Event, submit to
the Owner reasonable proof of the nature of such delay and its effect upon the performance of its
obligations under this Contract.
27.3 With respect to the Contractor only, if a Political Force Majeure Event occurs that affects the Contractor, such
event may only be invoked with respect to the part of the Works affected by such event and not with respect
to any other part of the Works not so affected, provided that, with respect to the operation of any part of the
Works not so affected, such part of the Works is capable of being carried out independently or partially in
accordance with Good Utility Practice.
27.4 The Affected Party shall not be liable for any delay or failure in performing its obligations under this Contract
due to a Political Force Majeure Event, provided that no relief shall be granted to the Affected Party pursuant
to this clause 37 to the extent that such failure or delay:
27.4.1 would have nevertheless been experienced by the Affected Party had such Political Force Majeure
Event not occurred;
27.4.2 was caused by the failure of the Affected Party to comply with its obligations under Clause 27.2.1; or
27.4.3 where the Affected Party has failed to comply with its obligations under clause 27.1(a).
27.5 The Contractor shall, acting as a Reasonable and Prudent Contractor, diligently and proactively manage all
claims in respect of which a Political Force Majeure Notice is issued by the Contractor on the basis of a claim
notified to the Contractor by a Subcontractor. The Contractor shall take all reasonable steps to review and
verify the underlying claim notified to the Contractor by such Subcontractor and all supporting evidence
relating thereto and shall promptly communicate its findings based on such review and verification to the
Owner. The process of review and verification by the Contractor of Subcontractor claims shall include but not
be limited to the issue of information requests to the Subcontractor and/or other parties with which the
Contractor has a contractual relationship, and, if appropriate, the engagement of independent consultants
and all other reasonable steps as may be requested by the Owner.
27.6 The following shall not constitute a Political Force Majeure Event:
27.6.1 failure to make a payment of money in accordance with the Party's obligations under this Contract;
27.6.2 any failure by the Owner or the Contractor to obtain or maintain any Approval due to negligence or
default by the Owner or the Contractor;
27.6.3 any failure to research, consider, plan for or take into account reasonably foreseeable conditions at
either Site;
27.6.4 any failure by a Subcontractor which results in the failure or inability of the Contractor to perform its
obligations under this Contract where the cause of such failure by the Subcontractor would not
otherwise constitute a Political Force Majeure Event pursuant to this Contract;
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27.6.5 late performance by the Contractor or a Subcontractor caused by the failure of such parties to
engage qualified subcontractors and suppliers or to hire an adequate number of personnel or labour;
27.6.6 late delivery of equipment, machinery, plant or materials caused by negligent acts or omissions on
the part of the Contractor or any Subcontractor;
27.6.7 inability to obtain or maintain adequate funding for the Project or the Works;
27.6.8 mechanical or electrical breakdown or failure of equipment, machinery or plant owned or operated
by the Contractor or a Subcontractor due to the manner in which the equipment, machinery or plant
has been operated or maintained;
27.6.9 delays resulting from reasonably foreseeable unfavourable weather or sea conditions or other
similar reasonably foreseeable adverse conditions; and
27.6.10 submission of documents and/or drawings for approval by the Client at a time which does not leave
sufficient time for review thereof by the Client within the time periods provided therefor under the
WPA.
Part2. Natural Force Majeure
27.7 If the Affected Party desires to invoke a Natural Force Majeure Event as a cause for delay or failure in
performance of any of its obligations under the Contract, the Affected Party shall:
27.7.1 as soon as reasonably practicable and in any event no later than eight (8) Days after the Affected
Party first had knowledge of the occurrence of the Natural Force Majeure Event, as a condition
precedent to its entitlement under this clause 38, give notice to the other Party of the circumstance,
event or condition which it alleges constitutes the Natural Force Majeure Event and an estimate of its
likely duration (“Natural Force Majeure Notice”). If the Affected Party does not deliver such Natural
Force Majeure Notice in accordance with the terms hereof, such Affected Party shall not be entitled
to invoke the benefits of this clause 38;
27.7.2 within eight (8)Days of serving the Natural Force Majeure Notice, provide a written report identifying
the Natural Force Majeure Event and the Affected Party’s understanding of its effects, including
particulars of the circumstance, event or condition, a general description of the obligations likely to
be affected, an estimate of its likely duration and costs, and a statement of the actions to be taken in
order to comply with its obligations under this clause 38. If the Affected Party does not deliver such
report in accordance with the terms hereof, such Affected Party shall not be entitled to invoke the
benefits of this clause 38; and
27.7.3 from time to time at reasonable intervals and upon any reasonable request from the other Party,
provide updates as to the matters set out in clause 38.1(b).
27.8 The Affected Party shall:
27.8.1 make all reasonable efforts to prevent and reduce and mitigate the effect of any delay occasioned by
any Natural Force Majeure Event, including recourse to alternate sources of services, equipment and
materials;
27.8.2 as soon as reasonably possible, and in accordance with Good Utility Practice, ensure the resumption
of normal performance of this Contract after the cessation of any Natural Force Majeure Event or its
effects and shall otherwise perform its obligations under this Contract to the extent not excused
under this clause 38; and
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27.8.3 within two (2) Days following the complete cessation of any Natural Force Majeure Event, submit to
the Owner reasonable proof of the nature of such delay and its effect upon the performance of its
obligations under this Contract.
27.9 With respect to the Contractor only, if a Natural Force Majeure Event occurs that affects the Contractor, such
event may only be invoked with respect to the part of the Works affected by such event and not with respect
to any other part of the Works not so affected, provided that, with respect to the operation of any part of the
Works not so affected, such part of the Works is capable of being carried out independently or partially in
accordance with Good Utility Practice.
27.10 The Affected Party shall not be liable for any delay or failure in performing its obligations under this Contract
due to a Natural Force Majeure Event, provided that no relief shall be granted to the Affected Party pursuant
to this clause 38 to the extent that such failure or delay:
27.10.1 would have nevertheless been experienced by the Affected Party had such Natural Force Majeure
Event not occurred;
27.10.2 was caused by the failure of the Affected Party to comply with its obligations under Clause 27.2.1; or
27.10.3 where the Affected Party has failed to comply with its obligations under clause 27.1(a).
27.11 The Contractor shall, acting as a Reasonable and Prudent Contractor, diligently and proactively manage all
claims in respect of which a Natural Force Majeure Notice is issued by the Contractor on the basis of a claim
notified to the Contractor by a Subcontractor. The Contractor shall take all reasonable steps to review and
verify the underlying claim notified to the Contractor by such Subcontractor and all supporting evidence
relating thereto and shall promptly communicate its findings based on such review and verification to the
Owner. The process of review and verification by the Contractor of Subcontractor claims shall include but not
be limited to the issue of information requests to the Subcontractor and/or other parties with which the
Contractor has a contractual relationship, and, if appropriate, the engagement of independent consultants
and all other reasonable steps as may be requested by the Owner.
27.12 The following shall not constitute a Natural Force Majeure Event:
27.12.1 failure to make a payment of money in accordance with the Party's obligations under this Contract;
27.12.2 any failure by the Owner or the Contractor to obtain or maintain any Approval due to negligence or
default by the Owner or the Contractor;
27.12.3 any failure to research, consider, plan for or take into account reasonably foreseeable conditions at
either Site;
27.12.4 any failure by a Subcontractor which results in the failure or inability of the Contractor to perform its
obligations under this Contract where the cause of such failure by the Subcontractor would not
otherwise constitute a Natural Force Majeure Event pursuant to this Contract;
27.12.5 late performance by the Contractor or, a Subcontractor caused by the failure of any of such parties
to engage qualified subcontractors and suppliers or to hire an adequate number of personnel or
labour;
27.12.6 late delivery of equipment, machinery, plant or materials caused by negligent acts or omissions on
the part of the Contractor or a Subcontractor;
27.12.7 inability to obtain or maintain adequate funding for the Project or the Works;
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27.12.8 mechanical or electrical breakdown or failure of equipment, machinery or plant owned or operated
by the Contractor or a Subcontractor due to the manner in which the equipment, machinery or plant
has been operated or maintained;
27.12.9 delays resulting from reasonably foreseeable unfavourable weather or sea conditions or other
similar reasonably foreseeable adverse conditions; and
27.12.10submission of documents and/or drawings for approval by the Client at a time which does not leave
sufficient time for review thereof by the Client within the time periods provided therefor under the
WPA.
The Subcontractor shall take the efficient and reasonable practices in manpower and material to eliminate the impact
of the epidemic or pandemic without any additional cost.
CLAUSE 28: LAW AND ARBITRATION OF THE CONTRACT
If the Parties fail to settle any dispute amicably within half year, either Party may refer such dispute to be determined
by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules").
The seat of arbitration shall be HONGKONG. The language used in the arbitration proceedings shall be English.
Each Party shall appoint one arbitrator. The arbitrators shall then appoint an umpire jointly before entering upon the
reference. The umpire appointed by the Parties’ arbitrators shall act as chair of any such three-arbitrator panel. The
costs of the arbitration shall form an issue between the Parties to the relevant dispute and be borne by the Parties in
accordance with the arbitration award.
The arbitration award shall be final and binding and there shall be no appeal therefrom to any court. The Parties shall,
and shall procure that their employees and representatives shall, keep the existence, content and results of the
arbitration strictly confidential. The Parties hereby unconditionally and irrevocably agree that any proceedings
required for the purpose of converting an arbitral award into a judgment or for obtaining an order for enforcement
with respect thereto may be heard in any court lawfully entitled to accept such award and issue such order.
Any arbitration pursuant to the Contract shall be an international arbitration and the award shall be regarded as a
foreign award relating to a Dispute arising out of a commercial, legal relationship, to which the New York Convention
on the Recognition and Enforcement of Foreign Arbitral Awards 1958 applies, and shall not be deemed to be a
domestic arbitration under English law, Saudi Arabic law or the law of any other country.
Notwithstanding any reference to arbitration herein, the Parties agree that the Subcontractor shall continue to
perform their respective obligations under the Contract. Unless the Parties agree otherwise, no arbitrator appointed
pursuant to above shall be a national of the jurisdiction of either Parties or of any investor that directly or beneficially
owns or more of the ordinary share capital of either Party. It is further clarified that the Contractor will be entitled to
retain any sum or portion of the Contract Price which has become due and payable for any unfinished Works or any
subject matter under arbitration.
CLAUSE 29: INSURANCE
1. Subcontractor's Insurance
a) Commencing on the entry into force of the Contract and continuing, until the end of the Warranty Period, the
Subcontractor shall maintain the following types of insurance in accordance with applicable Laws.
i. Workers' Compensation, Occupational Disease and Employer's Liability Insurance: Workers' Compensation
and Occupation Disease insurance in compliance with the laws of all jurisdictions in which any portion of
the Works is performed, covering the Subcontractor's obligations to all individuals employed by the
Subcontractor on all works to be performed under this Contract.
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ii. Automobile Third Party Liability Insurance: Automobile Liability insurance against claims of bodily injury
(including personal injury and death) and property damage covering all owned (if any), leased, non-
owned, and hired vehicles used in the performance of the Works under this Contract with a minimum sum
insured as required under the relevant Legal Requirements.
iii. Aircraft/Watercraft Insurance: If the performance of the Works requires the use of any aircraft/watercraft
that is owned, leased, or chartered by the Subcontractor or any Supplier, Aircraft/Watercraft Liability
insurance including passengers and crew.
iv. Machinery and Equipment: Machinery and Equipment insurance in respect of all items of construction
machinery and equipment, special testing apparatus and other items used in the carrying out of the Works
that do not form a part of the permanent Works.
v. Other insurances as required by any law of (Kingdom of Saudi Arabic) and the Contractor as per the
contract executed with the Owner.
The aforesaid insurance policy/policies shall not be cancelled till the Contractor has agreed to their cancellation. If
the Subcontractor and/or his Sub-Subcontractor fail to effect, keep in force or maintain the insurance referred to
above or other insurance which he/they may be required to effect under the terms of the Contract then and in
any such case the Contractor may, without being bound to, effect and keep in force any such insurance and pay
such premium or premiums as may be necessary for that purpose at Subcontractor’s expense plus 20%
management cost and from time to deduct the amount so paid by the Contractor from any moneys due or which
may become due to the Subcontractor or recover the same as a debt due from the Subcontractor.
The Subcontractor shall ensure that similar insurance policies are take out by his Sub-Subcontractors and shall be
responsible for any claims or losses to the Contractor resulting from their failure to obtain adequate insurance
protection in connection thereof. The Subcontractor shall produce or cause to be produced by his Sub-
Subcontractors as the case may be, the relevant policy or policies receipts as and when required by the
Contractor.
For any loss or damage to material, equipment, machinery, etc. supplied by Contractor and Owner, however
which is not within insurer’ indemnity scope, the Subcontractor shall be liable to indemnify.
b) Prior to commencing the Works, and annually upon renewal or otherwise in accordance with the terms of the
relevant insurance policy, the Subcontractor shall provide to the Contractor for its review and approval, which
approval shall not be unreasonably withheld, certificates of insurance evidencing the policies. The Subcontractor
shall also provide to the Contractor copies of policies and receipts or statements from its insurers evidencing
payment of the annual premiums in respect of the insurance coverage and endorsements or that such premium
are not overdue. The Subcontractor is responsible of any damage caused to existing property. In no event shall
the Contractor or their officers, directors, employees, or agents be responsible for the payment of the premium
with respect to such insurance coverage.
c) Subcontractor is obliged to provide relevant claim documents and help Contractor to finish the claim. The
Contractor has the right to deduct Subcontractor's payment which equal to the loss of the claim, and the
deduction will be returned to Subcontractor only after the completion of the claim successfully.
2. Insurance to be maintained by Subcontractor’s suppliers
Before permitting any of its Subcontractor’s suppliers to perform any Works, the Subcontractor shall obtain a
certificate of insurance from such Subcontractor’s suppliers evidencing that such Subcontractor’s suppliers has
obtained the insurance required by the Subcontractor, which shall be substantially the same type as the insurance
required of the Subcontractor under Clause 17.1(a) with limits as applicable to the work performed by the
Subcontractor’s suppliers.
3. Evidence of Cover
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a) Not later than 30 (thirty) days after the date of any of the insurance policies and coverage required to be in effect
in accordance with relevant provisions are issued or renewed in accordance with their terms, but in any case no
later than at the date of entry into force of the Contract, the Subcontractor shall cause its insurers or agents to
provide the Contractor or, upon request of the Contractor with certificates of insurance evidencing the terms and
conditions of such policies and coverage.
b) The Subcontractor shall provide the Contractor or, upon request of the Contractor with copies of policies and
receipts or statements from the Subcontractor's insurers evidencing payment by the Subcontractor of the
premiums in respect of such insurance policies and cover.
4. Providing Information
To the extent that such disclosure is within its control, each party shall ensure that full disclosure is made to those
insurers providing insurance coverage pursuant to EPC Contract. Such disclosure shall include:
a) all reasonable information that the insurers specifically request to be disclosed;
b) all reasonable information which is of a type which insurance brokers in relation to the relevant policy advise in
writing should be disclosed to the insurers;
c) without prejudice to the above, all reasonable technical specifications required to be provided under the terms of
EPC Contract to those insurers; and
d) all other information such party, acting in accordance with Prudent Industry Practices, could reasonably consider
to be significant to the relevant insurance coverage, which shall include shipping programs.
5. Losses within Deductibles
The Subcontractor shall be responsible for any losses that are not compensated by the insurances due to the
deductible amount.
CLAUSE 30: INTELLECTUAL PROPERTY RIGHTS AND CLAIMS
1. Indemnity against Infringement
The Subcontractor shall indemnify the Contractor from and against any demands, claims, suits and causes of action
and any liability, legal costs, expenses, settlements arising from or incurred by reason of any infringement or alleged
infringement of letters patent, registered design, unregistered design right, copyright, trade mark or trade name by the
use or possession of any plant. The Subcontractor hereby represents to the Contractor that, as of the date of signing of
the Contract, the Subcontractor has received no notification of any rightful patent infringement claim, which would
prejudice the Contractor’s right to use or maintain the Work.
2. Conduct of Proceedings
In the event of any claim being made or action brought against the Contractor which is covered by the indemnity set
out in above paragraph hereof, the Contractor will promptly notify the Subcontractor thereof and the Subcontractor
may at its own expense conduct all negotiations for the settlement of the same, and any litigation that may arise
therefrom. The conduct by the Subcontractor of such negotiations or litigation shall be conditional upon the
Subcontractor having first given to the Contractor such reasonable security as shall from time to time be required by
the Contractor to cover the amount ascertained or agreed or estimated, as the case may be, of any compensation,
damages, expenses and costs for which the Contractor may become liable. The Contractor will not, unless and until the
Subcontractor shall have failed to take over the conduct of the negotiations or litigation, agree to any settlement of
such negotiations or litigation or make any admission, which might be prejudicial thereto.
CLAUSE 31: PUBLICATIONS AND PICTURES OF THE WORK
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It is strictly forbidden for the Subcontractor without the prior approval in writing of the Contractor to make any
announcements or publications either verbally or in writing or in the form of pictures, movies or in any other means or
forms whatsoever, of the Work or of any part or section thereof or of any information in connection therewith.
The Subcontractor for his own use and records may take pictures or movies of the Work and shall be obliged if and
when requested to furnish copies of such pictures or movies to the Contractor and Owner.
No visitors shall be allowed to any Site where the Work is performed unless with the prior approval in writing of the
Contractor.
CLAUSE 32: ANTIQUES AND OBJECTS OF VALUE
All ruins, relies, coins and other artistic objects of value of any nature discovered during the performance of the Work
or as a result thereof, belong to the Owner. The Subcontractor, upon discovery of such objects, shall immediately
inform the Contractor in writing and the appropriate authorities and, pending action on their part, shall take all
indicated measures, including suspension of the Work if necessary, for preserving intact and guarding said objects.
No rights whatsoever shall accrue to the Subcontractor and no compensation or reward of any nature shall be due to
him for the discovery of the aforesaid objects, if any, according to the law.
CLAUSE 33: PRICE & ELEMENT OF PRICE
1. The Subcontractor to Inform Itself Fully
The Subcontractor shall be deemed to have satisfied himself before entering in to the Contract as to the correctness
and sufficiency of the awarded lump –sum price which shall include all his obligations under the Contract matters and
things necessary for the proper completion and maintenance of the Works.
2. Price
The Contract Price stated above is firm and final, and not liable to any change under whatever reasons.
Such Contract Price shall include provision of all labour, constructional plant, materials, equipment, Temporary Work
and all that is necessary, whether during engineering, procurement, construction, completion, handing over or
maintenance of the Work.
3. Elements of Price
The Subcontractor shall be deemed to have guaranteed the accuracy and adequacy of Contract Price to cover any,
every and all expenses, directly and indirectly related to or in connection with the Work including but not being limited
to the following items:
• the development, financing, design, engineering, procurement, manufacture, factory testing, transportation,
construction, erection, installation, completion, testing, commissioning, insurance, ownership, operation and
maintenance of the Plant and other if necessary for the works ;
• Cost of all material and equipment used in the Works or required for its fabrication or construction or maintenance.
• Payments, salaries and all other remuneration of labour and personnel of all kinds.
• Costs of transporting materials and equipment wherever necessary.
• Costs of Tax and other chargers as applicable.
• Transport costs of constructional plant from point of origin to the Site, on Site transport (including Site secondary
transport), return transport; and all expenses related to the same.
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• All charges, payments, costs and expenses attendant of usage of this constructional plant during the execution of the
Contract.
• Transport costs of technicians for the operation and maintenance of construction plant including all incidental costs
attendant thereon.
• Labour costs for personnel of all categories for the duration of the Work.
• Costs of repair and maintenance.
• Overhead costs for the Subcontractor's administration and execution of the Work
• Costs of setting out and measurements including all instruments, tools, materials and labour.
• Costs of samples and testing including all instruments, materials, laboratory fees, labour and personnel.
• Costs of setting up and dismantling all installations, stores, offices of the Subcontractor and maintenance of the
Subcontractor's offices.
• All labour indemnity costs and corresponding insurance costs.
• Cost of approach access road from the Main access road on site.
• Cost of lighting, guarding, provision and all sanitary facilities or his works on Site and that required for construction
plant and for the Works.
• Cost of installing,, protecting and maintaining base line and bench mark for setting-out work and all other signs and
signals for work in progress including the cost of moving the same when and as necessary.
• Costs of all Temporary Works as may be necessary.
• Cost of insurance policy premiums whether mentioned in the Contract or not.
• Cost of all technical reports and of all calculations required for the execution of the Contract.
• Cost in connection with patent rights and royalties manufacturers trademarks commercial names and other
protected rights in (Kingdom of Saudi Arabic) and abroad.
• Depreciation of his construction plant or equipment.
•Cost for the Laboratory/hospital testing report
•Cost for the isolated in separate isolation room for 14 days with the food, accommodation and related cost.
•Cost for the storage of the material,
•Cost for the material and equipment testing in factory ,
•Cost for the installation and dismantling of temporary facilities
• Other cost not list above but may occur during the execution of the Contract.
Consequently unless otherwise specifically stated to the contrary, either in the Contract or herein, or in any
subsequent amendment thereof, the payment to the Subcontractor of the prices given in the Contract shall be
considered as constituting full and complete payment for the Work performed, releasing the Contractor from any and
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all additional payments and from any, every and all the Subcontractor's claims in connection with the Work or as a
result thereof for any reason or cause whatsoever.
CLAUSE 34: PRICE ADJUSTMENT AND VARIATIONS
1. The Subcontractor declares that the Contract Price are firm and not subject to any adjustment. The Contractor will
have the right to make:
(i) Alterations in, omissions from, additions to, or substitutions for the original specifications, drawings, designs and
instructions that may appear to him to be necessary or advisable during the progress of Work, and
and the Subcontractor shall be bound to carry out the Works in accordance with any instructions given to him in
writing by the Contractor and such alterations, omissions, additions or substitutions shall form part of the Contract
as if originally provided therein and any altered, additional or substituted work which the Contractor may be
directed to do in the manner above specified as part of the Works shall be carried out by the Subcontractor on the
same conditions in all respects including price in which he agreed to do the Work. Any alteration, omission or
substitution which radically changes the original nature of the Contract, nevertheless Subcontractor shall carry out
the same without any suspension or objection and disagreement, if any as regards to the nature of Work or rates
shall be resolved in accordance with relevant provisions elsewhere provided in the Contract.
However, If any changes are required for completeness of the Works as per relevant provision of the Contract or due
to any default of the Subcontractor or due to any misrepresentation relating to warranties of the Subcontractor, the
Subcontractor shall not be entitled to any addition in the price or time; in the event of deviations resulting in to
additional cost exceed the Contract Price, Completion Schedule may be adjusted upwards after mutual agreement.
However, it is explicitly made clear that the Subcontractor shall not be entitled to any extension of time unless solely
in the opinion of Contractor, such changes materially affect the time schedule.
If the Contractor seeks any change or variation in the scope of Work as specified in the Contract hereto which is due
to any default of the Subcontractor or due to any misrepresentation relating to warranties of the Subcontractor, the
Subcontractor shall not be entitled to any addition in the price or time. Otherwise, Clause 37 shall be applicable.
The Subcontractor shall not vary or alter any of the Works, except in accordance with a Variation Order from the
Contractor. However, the Subcontractor may, at any time propose Variation to the Contractor for its consideration
and approval. For the avoidance of doubt, it is clarified that the Subcontractor shall continue to perform its
obligations under this Contract, whilst awaiting a response from the Contractor in relation to such proposal.
In the event a Variation is unavoidable, the Subcontractor shall not postpone and object executing variation with
taking any excuse. Under such circumstance, the Contractor reserves the right to appoint other subcontractor to
complete variation, and deduct no less than three times of the cost incurred by the above from payment due to the
Subcontractor. If the amount of money due to the Subcontractor is not enough to be deducted, the Subcontractor
shall pay directly to the Contractor, without affecting other rights of the Contractor under this Contract. The Contract
Price and/or Completion Schedule will be adjusted upwards or downwards as the case may be. However, the
Subcontractor shall not be entitled to any extension of time unless such changes materially affect the time schedule.
KCS COMMENT: The BOQ is the document of priority and must be mentioned before conditions of
contract in 1.1. Any adjustment to the Scope of Work must be mutually agreed by Contractor and
Subcontractor. 10% increase or decrease in final provisional total contract price can be adjusted without
any change in price. Any change beyond the 10% shall be in accordance with a price adjustment formula
mutually agreed and mention in the Agreement.
2. Valuation of Variations/ Extra Items
If, in the course of Work, the Contract rate of some additional / altered / substituted items arise which are not
covered in the Price, the Subcontractor shall be given proper written instructions by the Contractor, which shall be
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binding on the Subcontractor and shall be observed by him in full, regarding specifications, drawings, etc., the rate
for such item shall be fixed as per the following procedure:
The additional / altered / substituted item rates shall be fixed on the basis of the cost of materials, consumable
materials, machinery hire charges and labour expenses plus 15% (fifteen percent) towards management, over heads
and profits. The unit rate of the labour and machine shall be used & valued at prevailing market rates. Subcontractor
shall not request and insist on unreasonable price for such kind of item. If the Works suffer delay due to
Subcontractor’s unreasonable request on the unit rate for new item in the opinion of the Contractor, it shall be
deemed as Subcontractor’s default.
It shall be the entire responsibility of the Subcontractor to initiate action well in time with regard to extra /
substituted / deviated items before taking up such items. Subcontractor’s failure in this regard shall be entirely at his
own risk and cost.
CLAUSE 35: PAYMENTS

The Contract Price is a fully inclusive fixed lump sum price for the carrying out of the Works by the Subcontractor and
shall not be adjusted in any way whatsoever, other than as expressly provided for in the Contract. For the avoidance
doubt, the Contract Price is exclusive of input and output value-added tax payable within Saudi Arabia. The Contractor
shall be deemed to have satisfied itself as to the correctness and sufficiency of the Contract Price. The Contract Price is
payable by the Owner to the Contractor in accordance with section G (Payment Milestone Schedule). The Parties
acknowledge that the Contractor has been paid a portion of the Contract Price pursuant to the LNTP Agreement
(“LNTP Payments”) if required.
In general, payments under this Contract will be effected and made in the currency of (currency name). Application
for payment becoming due and payable by the Contractor shall be reviewed, modified as required and approved by
the Contractor and then issue direct payment to the Subcontractor. The Subcontractor should comply with the
payment procedures and instructions issued by the Contractor.
35.1 Methods of Payment
The following will regulate the method of payment by the Contractor to the Subcontractor.
35.1.1 Advance Payment
The advance payment of 10% (ten percentage) of the Contract Price will be paid within 30 (thirty) days from the date
of receipt of the correct invoice and the documents stated in paragraph below after signing the Contract.
For each interim payment based on the payment schedule, pro-rata 10% (ten percent) will be deducted as the
repayment of the said Advance Payment, the Advance Payment Guarantee will be reduced accordingly every six
months, and all the Advance Payment shall be paid back before the issue of Provisional Acceptance of Work.
35.1.2 Progress Payment
Each progress payment will be made base on the completion of milestone basis as “Section G Schedule of Milestone
Payment”.
For each progressive payment based on the milestone basis, the Milestone Payment Schedule shall be used as the
basis for preparation of invoices by the Subcontractor, Partial milestone payments shall not be allowed for partial
achievement of milestones. Payments to the Subcontractor shall be made on the basis of milestone invoices
prepared by the Subcontractor, according to a format approved by the Contractor. The format shall indicate the Total
Contract Price of items, the total amount of the current application and the value outstanding. Computations of
quantities, relevant measurements, relevant quality inspection documents and drawings approved by the Owner /
Engineer and Contractor/Contractor’s Engineer, milestone completion certificate approve by the Contractor and
other Contractor required documents shall be attached to the invoices.
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If milestones are achieved and invoiced prior to the month for which such milestones are scheduled to be achieved,
the Contractor will pay for the milestones in the payment for the month scheduled; provided that progress in
accordance with the Project Schedule is in general being achieved, and provided further that in no event shall the
cumulative amount invoiced as of any month exceed the maximum cumulative amount set forth opposite such
month in the Milestone Payment Schedule. If the amount validly invoiced for any month would, if paid, cause the
cumulative amount paid to exceed the maximum cumulative amount set forth opposite such month in the Milestone
Payment Schedule, the excess amount shall be carried over to the next month or months and invoiced in accordance
with the Milestone Payment Schedule.
a. Payment of Invoices
Within 45 Days following the date of receipt of Subcontractor's invoices and required documentation, the Contractor
will return a copy of the invoice marked either approved or if any item of the invoice is disputed or disapproved such
item shall be marked disapproved on the returned copy. The Contractor will pay the amount to Subcontractor's bank
account in accordance with Contractor direct disbursement procedures within 45 calendar days from the date of
receipt of Contractor's invoice and required documentation.
b. Disapproval of Subcontractor Invoices
The Contractor may disapprove Subcontractor invoices. In the event any or all items from Contractor's invoices are
disapproved by the Contractor, the Contractor will notice its explanation for such disapproval to Subcontractor within
45 Days from the date of receipt of such invoices. For the disapproved items, the Subcontractor shall clarify or justify
the disputed items and the Contractor agrees to resolve the disputed or disapproved items within a period of 15
Days from the date of receipt of Subcontractor's written justification of the disputed or disapproved items. Upon
Parties resolution of the disapproved items, the Subcontractor will only invoice the agreed upon items on a separate
invoice and the Contractor agrees to approve such invoice within 21 Calendar Days following the date of receipt of
the agreed invoice and request payment in accordance with the provisions of paragraphs above.
c. Submittal of Invoice
On or before the 26th of each month the Subcontractor shall submit to the Contractor the Invoice for the Work
completed. It is understood that such cost covered by each invoice shall be determined on the basis and only on the
basis of the entries made in the "Payment list of completed Works" for the month covered by the invoice.
d. Deductions from Payments Due to the Contractor
All payments due by the Subcontractor to the Contractor under the Contract, whether in the form of liquidated
damages compensations, expenses, or any others, will, if not paid by the Subcontractor, be deducted from any
payment due to the Subcontractor as payment to the Contractor or the Contractor shall be entitled to encash any
bank guarantee submitted by the Subcontractor and seize and take possession and have free use of all equipment,
materials, tools, tackle or other items which may be on the Site, for use in connection with execution of such work to
the exclusion of any right of the Subcontractor over the same. All deductions shall be made with no opposition from
the Subcontractor and without any previous notice or court action.
35.1.3 warranty money（retention payment）
The warranty money will be deducted from the monthly invoice in the event of the Subcontractor failure
to submit the Warranty Bond.
Subject to the foregoing, the Contractor shall obtain and maintain in full force and effect the Warranty
Bond until the Warranty Bond Expiry Date, and, accordingly, if the Warranty Bond is due to expire on any
date prior to the Warranty Bond Expiry Date, the Contractor shall procure that the Warranty Bond be
extended or provide not later than thirty (30) Days prior to its expiry a bond of like amount in a form
acceptable to the Owner and in accordance with Contract. For the purposes of this Agreement, the
Warranty Bond Expiry Date means the date which is twenty (20) Days after the Final Completion Date
provided that the Contractor has no liabilities outstanding under the Contract at that time.
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35.1.4 Documentation for Invoices
a. For each invoice of advance payment
(1) Advance Payment Guarantee of 10% (ten percent) of the Contract Price, the Advance Payment Guarantee shall
be issued by a recognized first class bank approved by the Contractor.
(2) Performance Bank Guarantee of 20% (twenty percent) of the Contract Price valid up to Final Acceptance, the
Performance Bank Guarantee shall be issued by a recognized first class bank approved by the Contractor
(3) Copies of insurance certificates or insurance policies under the Contract. Insurance certificates or insurance
policies shall be issued by a recognized first class insurance company approved by the Contractor.
(4) Organization chart, safety management regulations.
(5) Environmental Management Scheme.
(6) Scheduled plan.
b. For each invoice of completion milestone
(1) Milestone completion certificate in accordance with the agreed milestones for the progress of the Works
(2) Quantity list of completed Works
(3) Payment list of completed Works
(4) Quality inspection documents
c. For each invoice of Provisional Acceptance Certificate
(1) Provisional Acceptance Certificate
(2) Release of liens
(3) No claim certificate
d. For each invoice of Warranty money
(1) Final Acceptance Certificate
(2) Warranty money application sheet
(3) Quality inspection documents
35.1.5. Discharge
At the time of submitting the Statement in respect of payment on retention money, the Subcontractor shall also
submit a written declaration confirming that the total of the statement represents full and final settlement of all
moneys due to the Subcontractor from the Contractor under or in connection with this Contract. This discharge
becomes effective when the Subcontractor receives back out-standing payable under this statement.
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Notwithstanding the above provisions under this Clause , no payment of the Contract Price or part thereof, made by
the Contractor, shall be deemed to constitute acceptance by the Contractor of the Works or any part(s) thereof and
shall not relieve the Subcontractor of any of its obligations under this Contract.
CLAUSE 36: BANK GUARANTEE
1. Advance Payment Bank Guarantee
An advance payment bank guarantee for an amount representing 10% (ten percent) of the total Contract price as per
appendix 3, shall be furnished to the Contractor by the Subcontractor within 15 (fifteen) days of award of the
Contract, and valid up to Provisional Acceptance. The Contractor will release this guarantee after recovery of
advance payment.
For the avoidance of any doubt, it is clarified that release of the advance payment guarantee shall in no way relieve
the Subcontractor of its obligations under this Contract.
2. Performance Bank Guarantee
A performance bank guarantee to guarantee the Subcontractor performance over the entire period of the Contract
for an amount representing 20% (twenty percent) of the total Contract price as per appendix 3, shall be furnished to
the Contractor by the Subcontractor within 15 (fifteen) days of award of the Contract, and valid up to Final
Acceptance.
3 Warranty Bond
A warranty bank guarantee to guarantee the Subcontractor performance over the entire period of the Contract for
an amount representing 5% (five percent) of the total Contract price as per appendix 3, shall be furnished to the
Contractor by the Subcontractor within 15 (fifteen) days of award of the Contract, and valid up to Final Acceptance.
The warranty periods are 24 monthly after the Subcontractor received the preliminary acceptance certificate issued
by the Contractor.
In lieu of reducing the Performance Bond in accordance with Contract, the Contractor may, as a pre-
condition to the issuance of the Administrative Completion Certificate, deliver to the Contractor an on-
demand Warranty Bond prior to the Final Completion date. Any Warranty Bond issued pursuant to this
Contract shall be issued by a Qualifying Bank and in a form and substance acceptable to the Contract and
the Lenders in an amount equal to 5% of Contract Price.
Subject to the foregoing, the Contractor shall obtain and maintain in full force and effect the Warranty Bond until the
Warranty Bond Expiry Date, and, accordingly, if the Warranty Bond is due to expire on any date prior to the Warranty
Bond Expiry Date, the Contractor shall procure that the Warranty Bond be extended or provide not later than thirty
(30) Days prior to its expiry a bond of like amount in a form acceptable to the Owner and in accordance with this
clause 26 (Performance Bond and Other Security). For the purposes of this Agreement, the Warranty Bond Expiry Date
means the date which is ten (10) Days after the Final Completion Date provided that the Contractor has no liabilities
outstanding under the Contract at that time.
Upon expiry of the Defects Liability Period, the Warranty Bond shall be reduced to a value equal to one hundred and
fifty percent (150%) of the value of any repaired or replaced works remaining under warranty, as determined by the
Owner acting reasonably.
Without prejudice to the other remedies available to it under the Contract, the Owner shall be entitled to call on the
entire amount of the Warranty Bond and hold such amounts as security against the Contractor's potential liability
under this Contract if:
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 the Warranty Bond is due to expire and the Contractor fails to replace or extend the same in accordance with
clause above not later than thirty (30) Days prior to the relevant expiry date; or
 the Contractor fails to procure the re-issuance of the Warranty Bond in the circumstances required by clause
Error: Reference source not found above within thirty (30) days of a request to do so from the Owner; or
 the bank or financial institution issuing the Warranty Bond ceases to be a Qualifying Bank and the Contractor fails
to procure the issuance of a new Warranty Bond from a Qualifying Bank within thirty (30) Days of a request to do
so from the Owner; or
4. Wording of Bank Guarantee
The above mentioned guarantees shall be issued by a first class bank （ SABB or NCB ） to be approved by the
Contractor and shall be gratuitous, irrevocable, unconditional and payable upon first demand of the Contractor.
All Bank Guarantees furnished by the Subcontractor shall be unconditional, irrevocable. No interest, tax and other
fees will be paid by Contractor to Subcontractor on the Bank Guarantee.
All the Bank Guarantees shall have a claim period of 2 (two) months from the date of expiry and shall be extended at
the instance of the Contractor, if required.
CLAUSE 37: LIQUIDATED DAMAGES
In the event the Subcontractor fails for any reason or cause whatsoever except for causes due to Force Majeure and/or
to the reason referred to in Clause 22 and 09 above and/or to prove fault of the Contractor, to meet one or more of
the milestone referred to under Clause 09 above and determined either in the Project Schedule, or in the completion
date of any Extra-Work fixed in the relevant Extra-Work Authorization, the Subcontractor, allowance being made from
the Contractor rights for full and complete indemnity for any loss or damage occasioned to them thereby, shall pay to
the Contractor liquidated damages.
If the performance of the Contract is delayed, caused by the Subcontractor, beyond the dates stipulated on the
Milestone Schedule, the Subcontractor agrees for payment of liquidated damages not as a penalty at a rate of 2% (two
percent) of the Contract price per week per Milestone of delay.
The maximum amount of DELAY liquidated damages payable by the Subcontractor is limited to a maximum of 15%
(Fifteen percent) of the Contract price of the work.
In the event the Subcontractor’s work fail to meet any of the guaranteed technical data specified in Technical
Specification. The parties agree that Subcontractor shall pay to Contractor as liquidated damages a sum based on the
difference between the actual and guaranteed technical data for the specific items below (the “Shortfall”), Liquidated
damages will be assessed as per:
(a) Capacity shortfall: not applicable
(b) Net Heat Rate overshoot: not applicable
(c) The maximum amount of PERFORMACE liquidated damages payable by the Subcontractor is limited to a
maximum of 10% (ten percent) of the Contract price of the work. （not applicable）
The maximum amount of PERFORMACE & Delay liquidated damages payable by the Subcontractor is limited to a
maximum of 20% (twenty percent) of the Contract price of the work.
The Contractor may, without prejudice to any other method of recovery, deduct the amount of such liquidated
damages due to proven delay from any money due or which becomes due to the Subcontractor. The payment or
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deduction of such liquidated damages shall not relieve the Subcontractor from the obligation to complete the Works
or from any other of his obligations or liabilities under the Contract.
CLAUSE 38: TAXES
1. The Subcontractor and his personnel are subject to income tax and in general to any and all, according to the local
legislation each time, in force, taxes, duties, contributions, dues, retention and charges in favour of the Country and
any third part on all their earnings, compensation and income of any nature whatsoever deriving from the
performance of the Contract of the Work or in connection therewith.
2. The Subcontractor is charged with any and all stamp duties, deduction contributions, custom duties and charges in
general, in accordance with the local Legislation each time in force, in favour of the Country and any third party, in
connection with all purchases, businesses, affairs and payments effected by him for the performance of the Contract or
of the Work or in connection therewith.
3. The Subcontractor shall comply with any and all of his tax and fiscal obligations according each time to the standing
legislation. No payments whatsoever shall be made to the Subcontractor unless the Subcontractor presents to the
Contractor appropriate evidence that he is up-to-date in respect to his income tax or any other tax or fiscal obligation
either existing at the day of the signature of the Contract or to be enacted at any time during the term thereof.
4. The Subcontractor solely is charged with any and all contributions, charges, deduction and payments in general in
favour of the Social Insurance Fund or in favour of any other institution, organization of fund or main or auxiliary
insurance and in general in favour of any third party, legal entity or public or private law, deriving from or in connection
with the Contract or the Work performed thereby.
5. The Subcontractor is obliged to proceed promptly and unfailingly to all above payments and upon request of the
Contractor shall submit to it the supporting data of each payment. The refusal or delay or unwillingness of the
Subcontractor to submit to the Contractor above data grants to the latter the right to retain the moneys to be paid
from any and all sums due or that may be due to the Subcontractor. No final settlement of the Subcontractor's
accounts can be made according to Clause 35 herein unless the Subcontractor submits to the Contractor appropriate
receipts and evidence that he has complied with any and all of his obligations deriving from this Clause and particularly
from this paragraph.
6. If in future any new taxes are levied by the Saudi Arabia government after the date of subcontractor received the
LOA ,the subcontractor are not entitled to claim the extra and contract price in the event of the Contractor failure to
receive any accordingly relief from the Owner.
7. Exemptions and Concessions
a) The benefit of any Tax exemption, concessions, rebate or any other incentives available when the Subcontractor or
its Sub-Subcontractors are performing their obligations under the Contract, shall be passed onto the Contractor.
b) The benefit of any Tax exemption or concessional rate available when the Subcontractor purchases construction
equipment must, as far as possible, is passed onto the Contractor if the cost of the relevant construction equipment is
charged to the Contractor in accordance with the Contract.
c) Where the Subcontractor are entitled to an exemption or concession concerning any Tax in respect of the execution
of the Works under the Contract, the Contractor will use reasonable endeavours to enable the Subcontractor to avail
such concession or exemption.
d) In the event the Subcontractor fails to obtain a concession or exemption to which it is entitled, the cost of the Tax
payable as a result will not be paid by or passed onto the Contractor but will be the solely responsibility of the
Subcontractor.
e) For facilitating the avail of a refund, exemption, rebate, set-off, credits, incentives, drawback or like facility available
to the Contractor, the Subcontractor shall facilitate the Contractor by providing the necessary documentary and/or
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procedural support. In any process of assessment or re-assessment, of Taxes payable by the Contractor, the
Subcontractor shall facilitate the Contractor by providing the necessary documentary or procedural support;
f) The Subcontractor warrants that any incremental cost in relation to any Taxes, duty, liability, denial, refund,
exemption, rebate, set-off, credits, incentives and any compensation or interest related thereto arising on account of
any lapse in relation to the notification of its Sub-Subcontractor shall be borne by the Subcontractor.
CLAUSE 39: RIGHT TO SET OFF
The Contractor is entitled to retain any and all sums which shall be due and payable to the Subcontractor under the
Contract and against any and all Bank Guarantee furnished by the Subcontractor or retention of the Subcontractor's
moneys, any, every and all sums which the Subcontractor may owe to the Contractor for compensations, indemnities,
refunds of excess payment and in general for any reason or cause whatsoever under the Contract. It is understood that
the Contractor shall have the right to demand payment from the Subcontractor of any debt or amount which may
remain outstanding after above Setting Off.
CLAUSE 40: SUPERVISION OF THE WORK
1. Control of the Work
Allowance is made for any provisions of the Contract hereunder referring to the control of the Work by the Contractor.
It is expressly stated that the performance of the Work and any and all activities of the Subcontractor in connection
therewith shall be placed under the control of the Contractor to the extent required in its opinion, such control to be
exercised by its Site Representative or by any other person specifically appointed by it to that effect.
In exercising above control, the Contractor shall be entitled, among other things, to have access at all times to all
places and Sites where Work is performed, to the buildings, storehouses, work yards, etc utilized by the Subcontractor,
to examine any and all accounting and other books, records and any other data relating to the purchase of any
materials, to the number, wages and salaries of the personnel engaged in the Work, to the hours and conditions of
labour, to the leases or purchases of machinery and equipment to carry out statistical surveys and in general to
examine any and all of the Subcontractor's data relating to or affecting the progress and performing of the Work.
Under no circumstances and for no reason whatsoever shall the above mentioned control or the instruction and
approvals given to the Subcontractor by the Contractor, as a result thereof, relieve the Subcontractor from any of his
obligation under the Contract.
If at any time the Subcontractor disagrees with any instruction or directive given to him by the Contractor, he shall so
state timely and in writing to the Contractor setting forth at the same time the reasons for such disagreement. In the
event the Contractor, not-withstanding the Subcontractor's above written exceptions, insists in writing to the
performing of its instructions, the Subcontractor shall be obliged to comply therewith and shall not be relieved from
the responsibility deriving from such compliance, provided he has faithfully complied with the Contractor’s
instructions or directives.
The Subcontractor is obliged to furnish to the Contractor any information and data requested in connection with the
Work.
2. loading, unloading, transportation, and storage at the site
The Subcontractor shall be entirely responsible for loading, unloading, transportation and storage of all material,
equipment and plant etc., in connection with the Works, and for hoisting and/or lowering as necessary, and without
any extra cost to the Contractor. The handling and moving of such plant and materials from arrival on Site to the
agreed temporary holding areas or staging and moving to the final positions and necessary secondary moving shall be
the responsibility of the Subcontractor and shall be subject to the prior approval of the Contractor's Representative.
Items for permanent installation shall be properly and neatly stored in areas previously approved by the Contractor for
such use by the Subcontractor and shall be protected to prevent damage or deterioration of any type. Storage method
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shall be such as to cause minimum inconvenience to others and storage shall be arranged to facilitate inspection and
withdrawing of equipment/material from stores.
The Subcontractor shall be solely responsible for the storage and protection of the materials and equipment against
deterioration, corrosion, sand and mechanical damage, theft etc., during storage and erection at the Site.
3. Protection of the Works
The Subcontractor shall be responsible for the protection of the Works against any damage from whatever cause
arising, and shall take all necessary precautions in carrying out the Works to prevent damage to other existing work
provided always that the Subcontractor's responsibility for protection from damage by others as defined in the
Contract shall cease as from the date of Provisional acceptance of the Works, or parts thereof.
The Subcontractor shall ensure that all necessary adequate temporary works and measures are provided or
precautions taken to protect the Works from injury from adverse weather, including the provision of all tarpaulins,
temporary roofing, coverings, temporary chutes, spouting, gutters, down pipes, drains, runoffs, ditches etc, required
to carry off surface water and for all coverings, screens, temporary heating, etc, required to protect any of the Works
or materials liable to be damaged by frost, winds, excessive humidity or changes in humidity.
The Subcontractor will be held entirely responsible for the adequacy of the protection afforded and he shall make
good or re-execute any damaged work at his own expense. The Subcontractor may be required to leave the
protection described after completion of the Works and return to remove this at a date to be agreed with the
Contractor, at no additional cost by the Contractor.
The Subcontractor is obligated to ensure that his operatives take reasonable precautions to avoid damaging other's
Works.
The Subcontractor shall be responsible for the temporary protection against weather and ingress of water, of any
holes or openings formed in the external skin or roof of the buildings. The Subcontractor shall also be responsible for
any safety measures associated with any such holes or openings.
CLAUSE 41: MEASUREMENT OF THE WORK
1. Works to be measured
Whenever the Contractor requires any part of the Works to be measured, reasonable notice shall be given to the
Subcontractor, Subcontractor shall:
a) Promptly either attend or send another qualified engineer to assist the Contractor in making the measurement,
and
b) Supply any particulars/information requested by the Contractor.
c) Without extra charge, provide assistance with every appliance, labour and other things necessary for
measurement.
The Contractor shall, except as otherwise stated, ascertain and determine by measurement the value in accordance
with the Contract work done. All items having a financial value shall be entered in to a measurement book, level
book prescribed by Contractor so that complete record is obtained of all the works performed under the Contract.
Measurement shall be taken jointly by Contractor or his authorised representative and by the Subcontractor or his
authorised representative. In case, Subcontractor’s representative fails to be present on the day of measurement
after reasonable notice is served by Contractor or fails to counter sign the measurements, then in any such event
measurements taken by Contractor’s representative shall be taken to be correct measurements of the Work.
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Measurement shall be signed and dated by both the parties on completion of the measurement. If the Subcontractor
objects to any of the measurements recorded by the Contractor’s representative a note that effect shall be recorded
in the measurement book against the item objected to and such note shall be signed by both the parties.
Measurement shall be signed and dated by both the parties on completion of the measurement. If the Subcontractor
objects to any of the measurements recorded by the Contractor’s representative a note that effect shall be recorded
in the measurement book against the item objected to and such note shall be signed by both the parties, any such
dispute or difference or interpretation shall be discussed mutually by both parties and resolved in good faith.
2. Method of Measurement
Measurement shall generally be taken in accordance with the Bill of Quantity/Technical specifications not
withstanding any provision in the relevant standard method of measurement or any general or local custom.
Measurement should be made of the net actually completed quantity of each item of the permanent Works as per
the Drawing.
3. Measurement of Extra-works
For extra-works only, the means of measurement of the work is the following:
The measurement of the Work each time accomplished as well as of the quantities of each material, supply or other
items incorporated each time in the Work or used and consumed for the performance of same or stipulation of this
Contract, shall be made in the field as the Work progresses. Above measurements shall always be geometric and
decimal excluding any other way or system, and shall always be based on the dimensions shown in the Extra-Work
Authorizations or in any written instructions of the Contractor.
Data necessary for the above measurements shall be taken jointly by the Contractor and the Subcontractor's Site
Engineers or their appointed and shall be recorded by the Contractor in suitable loose sheets which, when duly
signed, shall be bound in a book or books to be kept by the Contractor Site Engineer. Upon each entry in the books
in question, the part of the work each time considered shall be accurately determined and the drawing or drawings
and any eventual written directions from the Contractor on the basis of which the Work has been performed and
will be measured, as well as any eventual future approval of smaller dimensions or proportions as above stated, and
any other data deemed necessary for this purpose shall be mentioned, as well as the item or items of the List of
Prices according to which the Work shall be paid.
It is understood that any entries made in above books can in no way be used or construed as evidence of satisfactory
workmanship, materials or work, any possible faults, defects, omissions and/or imperfections there to being
governed by Clause 44 herein-below.
In the event the Subcontractor's Site Engineer or his appointee disagrees with any of the statements of the
Contractor Site Engineer or his appointee, as recorded in the book, then the Subcontractor's Site Engineer shall
notify the Contractor of his disagreement and the reasons which prompted the same, and shall sign thereafter with
reservation the Contractor relevant entry in the book. In the event the Subcontractor fails to sign with or without
reservations any entry in the book made by the Contractor within 7 (seven) calendar days from the notice therefore
of the Contractor then the Subcontractor shall be deemed to have accepted unreservedly the Contractor relevant
entry in the book.
All disagreements referred to in the preceding paragraph, which cannot be settled between the Contractor and the
Subcontractor, shall be referred for settlement to the expert first then Arbitration Tribunal provided for by Clause 28
herein-above by the party desiring such arbitration.
Calculation of quantities shall be prepared by the Subcontractor on the Basis of entries as recorded in the aforesaid
book or books and shall be submitted for the Contractor cross-check and approval. It is clarified that in the event of
disagreement between the Contractor and the Subcontractor with respect to any entries made in the book, as stated
in the here-above paragraphs, the relevant measurements shall be rectified only if and after the disagreement has
been settled in favour of the Contractor.
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CLAUSE 42: NON APPARENT WORKS
Under the meaning of present Clause, the term "non-apparent" refers to all the parts of the Work for which, owing
to the fact that they have been covered or on account of their place in the Work or for any other reason whatsoever,
control and/or taking of measurements data is not possible or in any case not easily accomplished. In this sense even
some apparent parts of the work such as items for which payment is to be made per kilogram or other measurement
and which cannot be weighted after having been embedded shall also be considered as "non-apparent".
In the event of such works, the Subcontractor shall invite in writing the Contractor before 7 (seven) days and in any
case before said work become non apparent, to proceed to the Site in order to check the Works and take the
necessary measurement data. This check is always carried out in the presence of the Subcontractor, but also in the
presence of the Contractor and/or the Owner. The two attending representatives sign the relevant protocol, at each
time, on Site, and each of them shall receive one copy thereof. Any data necessary for completing the book as well as
any eventual difference or objection of the Subcontractor to be entered in the book shall be recorded in the
protocol. Only after signature of said protocol shall the Subcontractor have the right to cover the Work.
Parts of the Work accepted as above should in no way be considered as finally accepted. These parts shall be finally
accepted together with the entire Work.
At any time until the Final Acceptance, the Contractor and/or the Owner are entitled to order the uncovering of such
accepted parts of the Work if they suspect that the parts contain defects, inadequacies, deterioration and/or decays.
The uncovering expenses shall be borne by the Subcontractor, except if the uncovered part or parts shall not present
any defect, inadequacy, deterioration and/or decay.
For extra Works only, data concerning Works or parts of the Work which shall not be apparent upon their completion
or which are to become non-apparent at any time before their acceptance shall also be recorded according to the
stipulations of the preceding Clause but in a separate book under the title of "Non apparent works".
CLAUSE 43: INSPECTION
The Subcontractor shall compile construction scheme strictly in accordance with the Contractor’s technical
requirement and submit to Contractor before 14 (fourteen) days of NTP for approval, which shall include but not
limited to setup of technical department, deployment of resource, construction craftsmanship, working procedure,
progress etc.
The Contractor is entitled to remedy and adjust the Subcontractor’s construction scheme based on the requirement
of Contract and his experience, with which the Subcontractor shall strictly comply, and no claim and cost increase
shall be entertained by the Contractor.
The Subcontractor shall give due notice to the Contractor, when he is satisfied his Works are complete and ready, of
any Work requiring inspection. The Subcontractor will be required to uncover any such work which may have been
covered up without being inspected and reinstate the covering after inspection at his own expense.
No work shall be covered up or put out of view without notifying the Contractor. The Subcontractor shall afford full
opportunity for the Contractor to examine and measure any work which is about to be covered up or put out of view
and to examine foundations before permanent Work is placed thereon. the Subcontractor shall give due notice to
the Contractor whenever any such Work is or is about to be ready for examination and the Contractor shall without
unreasonable delay, unless he considers it unnecessary and advises the Subcontractor accordingly, attend for the
purpose of examining such Work.
The Subcontractor shall allow access to the Contractor in order to make detailed inspection and measurement of the
Works during manufacture, assembly and construction at all reasonable times
The Subcontractor to ensure that Site conditions are suitable for the execution of the Works shall carry out
inspections of areas prior to commencement of any Work.
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Should there be any reason for the area not being suitable, the Subcontractor shall notify the Contractor in writing
stating the reason.
The Subcontractor shall make sure that the Works done by others are suitable to him. Where his materials have to be
applied to Work executed by others, the Subcontractor will satisfy himself by visual inspection that the Work executed
by others is such that his own Works will not be adversely affected. If he is not so satisfied, the Subcontractor will notify
the Contractor in writing 7 (seven) days prior to commencement of his own Works to that effect, stating the reasons
before commencing the Works.
No additional cost will be allowed due to the failure of the Subcontractor to comply with the above requirements.
CLAUSE 44: DEFECTIVE WORK
The Subcontractor shall strictly implement above quality indicator, quality assurance programme and quality control
plan. If any quality issues in the construction, the Subcontractor shall borne the liability for breach of Contract and the
Contractor shall be entitle to proceed penalty as listed but not limited in Appendix 1 QA & QC, and the Subcontractor
shall borne all costs of the rework or mark good for quality defects.
In the event at any time during the performance of the Work, until the final acceptance of the Work, or any part
thereof, or the workmanship, or materials used or to be used for the performance of same, are in the Contractor’s
opinion defective, imperfect or inadequate and in general not in strict and complete accordance with the requirement
of the Contract, then the Contractor shall be entitled to order the Subcontractor in writing, giving full particulars
thereof, to proceed to any corrections, replacement or additional Work, it may be decided and the Subcontractor shall
be obliged for with, to comply strictly to the Contractor with all due diligence and at his own expense, the required
supplementary work for remedying and eliminating the defective, imperfect, incomplete or inadequate material,
workmanship and Work or any part thereof.
In the event that a defect cannot be repaired and if the Contractor deems that the Work performed is nevertheless
acceptable, a reduction of price commensurate to the importance of the defect shall be applied.
In the event the Subcontractor disagrees with the Contractor’s order, in total or in part, he is obliged within a
peremptory period of 7 (seven) Days from the receipt of the Contractor’s order to submit to the Contractor in writing
his objections or reservations stating at the same time the reasons for same. In the event the disagreement refers to
defective material, then such disagreement shall be settled finally and irrevocably by a laboratory test, at the request of
the most diligent party. The expenses of the laboratory tests shall be at the Subcontractor’s charge. In the event the
disagreement refers to any point other than defective material, then, the most diligent party shall refer the matter or
matters under dispute, to the Arbitration Board provided for by Clause 28. It is understood that the Subcontractor
pending the Settlement of the dispute, as above stated, shall be obliged to conform at its own expense, to the
Contractor’s order.
If the Subcontractor fails to do so in respect of any defect and such failure poses an imminent danger to the health
and/or safety of persons engaged in carrying out the Works, the Contractor may, take such steps as may in all the
circumstances be reasonable to remedy such defects including appointment of third parties for rectification of such
defects and the Subcontractor shall pay to the Contractor three times of the cost of doing so. It is further clarified that
the Contractor shall have the right to deduct such sum from any sum due and payable to the Subcontractor including
encashment of any bank guarantee.
The Subcontractor shall be fully responsible for any delays in the progress or completion of the work, as a result of the
application of this Clause, unless the outcome of the laboratory test and/or the arbitration proceeding referred to in
Clause 28 above shall be in the Subcontractor's favor.
CLAUSE 45: PROVISIONAL ACCEPTANCE CERTIFICATE AND FINAL ACCEPTANCE CERTIFICATE
1. Provisional Acceptance Certificate
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The Subcontractor shall notify the Contractor upon the completion of the Works including satisfactory completion of
the tests included in the Technical Specifications. Such notice shall be in writing and shall be deemed to be a request by
Subcontractor for Contractor to issue Provisional Acceptance Certificate. The Subcontractor will, within 30 Calendar
Days of the delivery of such notice, conduct inspection of the Works and either issue to Contractor the Provisional
Acceptance Certificate indicating the date on which, the Works for which Provisional Acceptance Certificate is issued
were completed or notify Subcontractor of the unfinished portions of the Works or specify the deficiencies which are
required to be completed by Subcontractor before the issuance of such certificate. Upon completion of specified
unfinished portions of the Works or correction of specified deficiencies, the Subcontractor shall so notify the Contractor
in writing and the Contractor will, within 10 Calendar Days of the date of receipt of such notice either issue a Provisional
Acceptance Certificate or give Subcontractor notice of failure to complete the specified unfinished portions of the
Works or correct the specified deficiencies. In the latter instance, the foregoing procedure with respect to such specified
unfinished portions of the Works or specified deficiencies shall be repeated.
The Provisional Acceptance Certificate will be issued when all following items occur:
(1) The Work has been fully completed by the Subcontractor.
(2) A Provisional Acceptance Certificate or Taking-Over Certificate has been issued to the Contractor by the Owner.
(3) Correction of any deficiencies and/or agreement of punch list items identified by the Contractor which affect the
safe and reliable operation of the Plant as considered major and mutually agreed with the Contractor.
(4) Performance criteria for the Work are reached.
(5) All spare part and special tools identified in the Contract has been delivered to the Contractor in accordance with
the Subcontract.
(6) Final operation and maintenance manuals have been submitted to the Contractor.
(7) A reasonable correction plan for Punch items has been submitted and got approval by the Contractor.
(8) As built Document has been submitted to the Contractor.
(9) Receipt of liquidation damage amount by the Contractor.
(10) Certificate of being current on payments with the Social Security submitted to the Contractor.
(11) Certificate of being current on payments with the Tax Agency submitted to the Contractor.
(12) Others requested by Contractor.
The date of issuance of any specific Provisional Acceptance Certificate indicates the beginning of the Warranty Period.
However, the issuance of the Provisional Acceptance Certificate dose not constitute final acceptance of the Works or
acknowledgement by the Contractor that the Subcontractor has satisfactorily completed performance of its obligations
under the Contract.
2. Final Acceptance Certificate
The Subcontractor may notify Contractor to issue a Final Acceptance Certificate at any time after the end of the
Warranty Period provided the Subcontractor has satisfactorily performed its obligations under the Contract including,
but not limited to, furnishing of social insurance clearance certificate and clearances from tax authorities and customs
authorities evidencing the payment of income taxes and customs duties to the extent set forth in Contract due under
the laws and regulations of the (name of country), Subcontractor's evidence of customs regularization of all imported
shipments. Such notice shall be in writing and shall be deemed to be a request by the Subcontractor for the Contractor
to issue Final Acceptance Certificate. If during the Warranty Period, it has become necessary for the Subcontractor in
respect of replaced or renewed Works to replace or renew any portion of the Works, the obligations of the
Page 59 of 61
Subcontractor shall continue in accordance with Article 17 and the right to Contractor to apply for a Final Acceptance
Certificate in respect to the remaining Works or portions thereof, other than the portions so replaced or renewed, shall
not be affected, and after the Subcontractor has ceased to be under any obligation in respect of the portions replaced
or renewed, the Subcontractor may apply for a Final Acceptance Certificate in respect thereof.
The Contractor will, within 30 Calendar Days of the delivery of such notice, verify the completion of the Works and
either issue to the Subcontractor the Final Acceptance Certificate indicating the date on which the Works for which Final
Acceptance Certificate is issued were completed or specify the deficiencies which are required to be completed by
Subcontractor before the issuance of such Certificate. Upon completion of specified deficiencies, the Subcontractor
shall notify the Contractor in writing and the Contractor will, within 10 Calendar Days of the date of receipt of such
notice either issue a Final Acceptance Certificate or give the Subcontractor notice of failure to complete the specified
deficiencies. In latter instance, the foregoing procedure with respect to such specified deficiencies shall be repeated.
The Final Acceptance Certificate will be issued when all following items occur:
(1) All deficiencies, defect or Punch items has been corrected and the Warranty Period has ended.
(2) issuance by the Contractor of all reports required to be issued pursuant to the Subcontract
(3) A Final Acceptance Certificate has been issued to the Contractor by the Owner.
(4) expiry of the Defects Liability Period;
"The issuance of Final Acceptance Certificate signed by the Contractor indicates that the Subcontractor has performed
all of its obligations under the Clause entitled "Warranty" and shall be deemed to constitute the final acceptance of the
Works, or the portion thereof to which the Final Acceptance Certificate is issued.
CLAUSE 46: BRIBERY
Any commission, advantage, gift, gratuity, reward or bribe given, promised or offered by or on behalf of the
Subcontractor, or his agent, or servant, or any other person on his or their behalf, to any officer, servant,
representative, or agent of the Contractor or to any person on their behalf or on behalf of any of them in relation to
the obtaining of to the execution of this or of any other the Contract with the Contractor will, in addition to any
criminal liability which may be thereby incurred, subject to the Subcontractor to the cancellation of this and of all
other contracts which he may have entered into with the Contractor and also to the payment of any loss or damage
resulting from such cancellation.
1.1 Prohibited Acts
“Prohibited Acts” means any corrupt practices, bribery, corruption or other similar prohibited acts under the legal requ
irements, the laws of all relevant jurisdictions and other requirements or conventions of national and international age
ncies regarding anti-corruption, anti-bribery and anti-money laundering laws, such as the anti-corruption guidelines of
the IFC (part of the World Bank Group).
1.2 Responsibilities of parties
Each party represents, warrants, agrees and undertakes to the other party that it will ensure that neither it nor any of i
ts affiliates, owners, officers, directors, employees, agents, the subcontractors or other representatives during the ter
m of this Contract have performed or will perform any prohibited acts in relation to the projects.
1.3 Consequences for corrupt practices
1.3.1 The Contractor is committed to conducting business in an ethical and honest manner, and is also committed to i
mplementing and enforcing systems that ensure bribery is prevented and has zero-tolerance for prohibited acts. Theref
ore, Contractor is having dedicated email ID to investigate and resolve such cases, if any violation of prohibited acts, it
should be escalated by Subcontractor to Email ID: anticorruption@SEPCOIII .com.cn
1.3.2 Notwithstanding any other provision or clauses in this contract, if the Subcontractor is involved in any kind of pro
hibited acts, it is considered as breach of term of clause, that breach shall be deemed a material breach of this Contrac
t, and to the fullest extent permitted by law, the Contractor may, at its sole discretion, terminate this Contract immedia
tely without any further obligation or liability to the Subcontractor, however, the Subcontractor has liability to pay for d
amages or losses to the Contractor, if any.
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CLAUSE 47: SUPERVISION OF CORRUPTION
Please report the following corruptions, briberies or rule violations of Contractor's personnel at the telephone
number XXXXXXX, who will be dealt with seriously if the report turns out to be true.
1. Taking advantage of his position, any relevant personnel of Contractor claim or receive rebate, cash, securities,
valuables, etc. from Subcontractor or apply for reimbursement any cost from the Subcontractor which should be paid
by the Contractor or himself.
2. Any personnel of Contractor privately join high standard dinner or entertainment arranged by the Subcontractor
or privately accepts any communicating tools, transportation or high-level office supplies from the Subcontractor.
3. Any personnel of Contractor claim hint or accept any convenience provided by the Subcontractor for personal
issues such as house decoration, wedding or funerals, job placement for his/her mate or children, going abroad,
travel, etc.
4. Any personnel of Contractor arrange his/her mate or children undertake any economic activity such as supply
facilities or materials, subcontracting, labour service, etc relevant to the contract of the project of the Subcontractor.
5. Any personnel of the Contractor privately recommend any sub-subcontractor to the Subcontractor or privately
require the Subcontractor to purchase any facility, material, tool and service which is not in the provisions of the
Contract.
CLAUSE 48: SECRECY AND CONFIDENTIALITY
1. Confidential Information
The Contractor and the Subcontractor shall treat the details of the Contract and any information made available in
relation thereto as private and confidential and neither of them shall publish or disclose the same or any particulars
thereof (save insofar as may be necessary for the purposes of the Contract), without the previous written consent of
the other Party, provided that nothing in this Clause shall prevent the publication or disclosure of any information that
has come within the public domain otherwise than by breach of this Clause.
2. Disclosure of Confidential Information
Either Party shall not be entitled to disclose the terms and conditions of this Contract and any data or information
acquired by it under or pursuant to this Contract without the prior written consent of the other Party:
 to any Affiliate of such Party or, in the case of the Contractor, to Owner or any Competent Authorities having
jurisdiction over the implementation of the Project;
 to any outside consultants or advisers engaged by or on behalf of such Party in connection with the Works or the
implementation of the Project and acting in that capacity;
 to any Persons from whom the Subcontractor intends to invite tenders in respect of the sub-contracting of any
element of the Works;
 to any security trustee, any bank or other financial institution and its advisers from which such Party is seeking or
obtaining finance;
 to the extent required by the Applicable Law or pursuant to an order of any court of competent jurisdiction,
provided that the original disclosing Party is given notice and adequate time to seek a protective order applicable
to the information before it is disclosed;
 to any insurer under a policy of insurance required to be taken out by either Party under the Contract; or
Page 61 of 61
 to directors, employees and officers of such Party;
Provided that:
 The disclosing Party determines in good faith that the recipient has a legitimate need to see such data or
information;
 The recipient has been made aware of and has agreed to be bound by the requirements of this Clause.
CLAUSE 49: SPARE PARTS
The Spare parts will be provide and approved by Owner and Contractor in accordance with the Section E technical
specification.
CLAUSE 50: NO OTHER UNDERSTANDINGS
There are no understandings between the parties other than as set forth or referred to in the Contract and its
appendices attachments or sections.
CLAUSE 51: CONTRACT LANGUAGE
1. The official language employed during the progress of the Work for all matters concerned therewith shall be in
English language. The Subcontractor’s Representative and lead personnel on the Site shall be fluent in the English
language.
2. All the Contract related Documents, correspondence, technical information, manuals, standards, etc. shall be
exclusively in English language.
3. All weight, measurements and other units shall be in the metric system unless otherwise noted such as in matters
related to compliance with codes and standards.
CLAUSE 52: OTHERS
1. The Subcontractor will provide for approval within 60 (sixty) days after signing of the Contract and after the
preliminary drawings was approved by Owner and Client, two samples from each brochures or documents proposed
material from the local market to be incorporated in the permanent work. Such material shall be as per Technical
Specifications and the best qualities available in the local market/imported, subject to the approval of the Contractor
and Owner.
2. Subcontractor shall conform in all respect with the provisions of any national or state laws, labor standards,
ordinance, other law or amendments, or any regulation or by-law of any local or duly constituted authority that shall
be applicable to the Work and in effect at time and place of execution of the Work. In case any lawsuit arise due to
illegal behavior of Subcontractor, Subcontractor shall take this responsibility solely, Contractor shall be released any
responsibility arising from the Subcontractor’s illegal behavior. In case any lost or damage of Contractor arise due to
illegal behavior of Subcontractor, Contract has the right to deduct the cost of above loss and damage from any
payment to Subcontractor accordingly.
3. At any time, by giving prior written notice to the Subcontractor, the Contractor shall have the right to use and
operation any portion of the Work. In such event, care, custody and control, and risk of loss and damage, for such
portion of the Work shall pass to the Contractor, effective as of the date of such notice or upon the date of actual use
of such portion of the Facility, whichever is earlier. Such use of a portion of the Work shall not be deemed to be
Provisional Acceptance of the Work.
(The end of Subcontract Conditions)
Page 62 of 61

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SECTION C - CONTEACT CONDITIONS

JUBAIL-3B INDEPENDENT WATER PROJECT

SECTION C CONTRACT CONDITIONS

Civil Package A of ESF

(Contract No. JUBAIL3B-SS-008-00)

PART I - PROVISIONS GOVERNING THE PERFORMANCE OF THE WORK..............................................................................1

CLAUSE 00: DEFINITIONS, INTERPRETATIONS AND ABBREVIATIONS...................................................................................1

CLAUSE 01: CONTRACTOR’S REPRESENTATIVE.....................................................................................................................5

1 Duties of the Contractor’s Representative...........................................................................................................5

3 Decisions, Instruction and Orders of the Contractor’s Representative...............................................................5

4 Contractor’s Instructions in Writing.....................................................................................................................5

CLAUSE 02: THE SUBCONTRACTOR’S DUTY TO OBTAIN FULL INFORMATION......................................................................5

CLAUSE 03: ASSIGNMENT, SUBLETTING, SUBCONTRACTORS, OTHER CONTRACTS.............................................................6

CLAUSE 04: NOTICES.............................................................................................................................................................7

CLAUSE 05: CONTRACTOR’S GENERAL OBLIGATION............................................................................................................7

CLAUSE 06: SUBCONTRACTOR’S GENERAL OBLIGATION......................................................................................................8

1 Responsibility of the Subcontractor.....................................................................................................................8

2 Negligence and Default/Forfeiture......................................................................................................................9

3 The Subcontractor's Liability..............................................................................................................................10

CLAUSE 07: INTERFERENCE AND COOPERATION WITH OTHER CONTRACTORS OR SUBCONTRACTORS...........................13

CLAUSE 08: PERMIT...........................................................................................................................................................13

CLAUSE 09: COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK.................................................................14

4 Time for Completion..........................................................................................................................................15

CLAUSE 10: PERFORMANCE OF THE WORK.......................................................................................................................15

CLAUSE 11: NECESSARY WORK, ERROR, INCONSISTENCY..................................................................................................16

CLAUSE 12: SITE MEETINGS................................................................................................................................................16

CLAUSE 13: WORK IN SHIFT, OVERTIME WORK.................................................................................................................17

CLAUSE 14: THE SUBCONTRACTOR'S PERSONNEL.............................................................................................................17

CLAUSE 15: EQUIPMENT, TOOLS AND MATERIALS.............................................................................................................18

CLAUSE 16: PROTECTION OF EXISTING FACILITIES.............................................................................................................20

1 Protection of Roads, Highways, Bridges, etc......................................................................................................20

2 Making Good all Damage and Services to Earthwork, etc.................................................................................20

CLAUSE 17: WARRANTIES...................................................................................................................................................20

1 Materials, Equipments and Workmanship.........................................................................................................20

2 Warranty Period and the Extension of Warranty Period...................................................................................20

3 Execution of Work of Repair..............................................................................................................................21

4 The Subcontractor to search..............................................................................................................................21

5 Completion of Warranty Certificate...................................................................................................................21

6 Cessation of the Contractor's liability................................................................................................................21

CLAUSE 18: QUALITY OF THE WORKS.................................................................................................................................22

CLAUSE 19: SAFETY CLAUSES..............................................................................................................................................22

3 Liquidated damage for violating of Safety Rules and Regulations.....................................................................25

4 The other items refer to Appendix 2 of this Contract........................................................................................25

CLAUSE 20: CLEANING........................................................................................................................................................25

1 Cleaning Up the Site of the Work.......................................................................................................................25

2 Cleaning the Site after Work Completion..........................................................................................................25

CLAUSE 21: SUSPENSION OF THE WORK............................................................................................................................25

CLAUSE 22: DELAYS.............................................................................................................................................................26

CLAUSE 24: CONSEQUENCES OF WITHDRAWAL OR TERMINATION...................................................................................27

CLAUSE 25: CLAIMS............................................................................................................................................................27

CLAUSE 26: CONSEQUENTIAL DAMAGE.............................................................................................................................28

CLAUSE 27: FORCE MAJEURE ............................................................................................................................................28

CLAUSE 28: LAW AND ARBITRATION OF THE CONTRACT...................................................................................................30

CLAUSE 29: INSURANCE......................................................................................................................................................30

2 Insurance to be Maintained by Subcontractor’s suppliers................................................................................31

6 Losses within Deductibles..................................................................................................................................32

CLAUSE 30: INTELLECTUAL PROPERTY RIGHTS AND CLAIMS.............................................................................................32

CLAUSE 31: PUBLICATIONS AND PICTURES OF THE WORK................................................................................................32

CLAUSE 32: ANTIQUES AND OBJECTS OF VALUE................................................................................................................33

PART II - FINANCIAL CONDITIONS.......................................................................................................................................34

CLAUSE 33: PRICE & ELEMENT OF PRICE............................................................................................................................34

1 The Subcontractor to Inform Itself Fully............................................................................................................34

CLAUSE 34: PRICE ADJUSTMENT........................................................................................................................................35

CLAUSE 35: PAYMENTS......................................................................................................................................................36