2 5 E ITION
 

  ontents
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Articles of Agreement 5 55 Nominated Supply Contract

documents
Attestation 8 56 Further drawings, details,
descriptive schedules and similar
The General Conditions documents
57 Documents to be provided to
1 Interpretation and definitions 9 Contractor on time
58 Electronic copies of drawings
11 Governing law· 59 Documents on Site
12 Singular, plural, masculine and 5 10 Return of drawings
feminine 5 11 Submission of manuals and
13 Method of reference to clauses and assignment of warranties
Articles 5 12 Submission of as-built drawings
14 Articles of Agreement, Conditions 5 13 Limits to use of documents
and Appendix to be read as a whole 5 14 Issue of Architect s certificates
15 Clauses divided into sub-clauses to 5 15 Copy of notice to be given
be read as a whole to Employer
16 Definitions
17 The role of the Engineer 6 Statutory obligations 24
18 Sectional completio n of the Works
19 Communications 61 Statutory Requirements
1 10 Notices of default or determination 62 Compliance with the Statutory
to be sent by special delivery Requirements
1 11 Parties to act reasonably and 63 Fees or charges
expeditiously 64 Statutory undertakers and utility
companies
2 Contractor s obligations 16
7 Setting out the Works 25
21 Contractor s obliga tions
2 2 Contractor s responsibility Setting out and levels
23 Contractor s skill and care
2 4 Contractor to inform Architect if 8 Materials, goods, workmanship
he finds ambiguities n documents and work 25

3 Master programme 17 81 Types, standards and quality

82 Inspection and tests
31 Master programme to be submitted 83 Materials, goods, workmanship
32 Programmes to be up dated or work not in accordance with
33 Programme and other document s Contract
not to be documents forming 84 Rectifying defects
the Contract 85 Dismissal from the Works

4 Architect s instructions 19 9 Intellectual property rights 27

41 Architect may issue instructions up to 91 Intellectual property n design of the

the issue of the Final Certificate Works
42 Architect to issue instructions n writing 92 Intellectual property n materials and
43 Compliance with Architect s goods
instructions 93 Intellectual property in plant and
44 Contractor to carry out preventative equipment
work Payment of royalties included n
Valuation
5 Documents forming the Contract
and other documents 2 1 Contractor s site management team 27

51 The documen ts forming the Contract 10 1 Contractor s site management team

52 Architect and Quantity Surveyor to 10 2 Construction manager
keep documents available
53 Copies of documents for 11 Access for the Architect to the
Contractor Works 28
54 Nominated Sub-Contract
documents Contractor to give access

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12 Architect s representative 28 18.4 Liquidated and ascertained damages

18.5 Damage by a Special Peril
12 1 Architect s representative
12.2 Delegation of duties and powers 19 Assignment and sub-letting 37
12.3 Instruction to bind parties
19 1 Assignment
13 Variations, Provisional Quantities, 19.2 Sub-letting
Provisional Items and Provisional i

Sums 29 2 Injury to persons and property and

indemnity to Employer 38
13 1 Architect s authority to issue
instructions requiring a Variation Contractor to indemnify Employer
13.2 Instructions for Provisional Quantities,
Provisional Items and Provisional 21 Insurance against injury to persons
Sums or property 39
13.3 Valuation of Contractor s work
13.4 Valuation rules 21 1 Employees Compensation Insurance
13.5 Adjustment of Contract Sum 21.2 Third party liability insurance
13.6 Contractor s right to be present during 21.3 Insurers and terms to be approved
measurement on Site 21.4 Policies to be produced
13.7 Variation necessitated by fault of 21.5 Event of failure to insure
Contractor 21.6 No prejudice to Contractor s indemnity
13.8 Valuation of Nominated Sub-
Contractor s work or Nominated 22 Insurance o f the Works 40
Supplier s materials and go ods
22 1 Alternative clauses for Contractors
14 Contract Bills 33 All Risks Insurance of the Works
22.2 Basic requirements for Contractors
14 1 Quality and quantity of work included All Risks Insurance of the Works
in Contract Sum 22.3 Specific requirements for Contractors
14.2 Standard Method of Measurement of All Risks Insurance of the Works
Building Works 22.4 Insurance of the Works to be in joint
14.3 Errors in Contract Bills names and period of insurances
22.5 Parties obligations if loss or damage
15 Contract Sum 34 o urs

22.6 Contractor s payment not more than

Adjustment of Contract Sum insurance proceeds
22.7 Insurance without prejudice to
16 Materials and goods on o r off-site 34 Contractor s obligations

Property in materials and goods 22A Insurance of the Works by the

Contractor 43
17 Substantial Completion and
defects liability 34 22A 1 Contractor to effect Contractors All
Risks Insurance of the Works
17 1 Substantial Completion Certificate 22A.2 Insurer to be approved and remedy
for the Works if Contractor fails to insure
17.2 Separate Defects Liability Period for 22A.3 Use of annual policy maintained by
each Section and Relevant Part Contractor
17.3 Rectifying defects
17.4 Defects Rectification Certificate for 228 Insurance of the Works by the
the Works Employer 44
17.5 Separate certificate for each Section
or Relevant Part 22B 1 Employer to effect Contractors
17.6 Damage by a Specified Peril All Risks Insurance of the Works
17.7 Other rights and remedies 22B.2 Remedy if Employer fails to insure

18 Partial possession by Employer 36 22C Insurance of existing building and

insurance of the Works by the
18 1 Part·lal possession Employer 44
18.2 Substantial Completion
18.3 Completion of rectifying defects 22C 1 Employer to effect insurance against
Specified Perils to the existing building
 

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22C.2 Employer to effe t Contractors 29 Nominated Sub Contractors and
All Risks Insurance of the Works Nominated Suppliers 57
22C.3 Remedy if Employer fails to insure
29 1 Nomination of a sub-contractor or a
23 Possession, commencement and supplier
completion 45 29.2 Contractor s right of reasonable
objection
23 1 Posse:;sion of Site 29.3 Sub-con tractor and supplier w2:1Tanty
23.2 Commencement and completion to Employer
23.3 Postponement or suspension 29.4 Contractor s tender for work provided
for by a Prime Cost Sum
24 Damages f o r non completion 45 29.5 Nomination using the standard
conditions
24 1 Architect to certify Contractor s failure 29.6 Contractor s responsibility for
to complete on time Nominated Sub-Contra ctors and
24.2 Liquidated and ascertained damages Nominated Suppliers
24.3 Refund if Completion Date revised 29.7 Quantity Surveyor s notification of
interim payments
? ) Extension of time 46 29.8 Direct payment of Nominated Sub-
Contractors and Nominated Suppliers
25 1 Contractor s first notice of delay 29.9 Extension of time for completion
25.2 Contractor s second no tice of Nominated Sub-Contract works or
25.3 Fixing new Completion Date delivery of Nominated Supply
25.4 Contractor s default involved in the Contract goods
delay 29.10 Substantial completion of Nominated
25.5 Rate of progress Sub-Contra ct works
25.6 Nominated Sub-Contractors and 29.11 Architect to certify Nominated Sub-
Suppliers to be kept informed Contractor s failure to complete on
time
26 Delay recovery measures 51 29.12 Early final payment to Nominated
Sub-Contractor or Nominated
26 1 Delay recovery measures Supplier
26.2 Delay recovery proposals 29.13 Re-nomination
26.3 Contractor to carry out delay recovery 29.14 Architect s consent
me sures 29.15 Employer not liable to a Nominated
26.4 Extension of time to cover shortfall in Sub-Contractor or Nominated
recovering delay Supplier
26.5 Contractor to be reimbursed for the
cost of preparing the proposal if delay 3 Persons engaged by Employer 63
recovery not instructed
30 1 Persons for whom the Employer is
27 Direct loss and/or expense 53 responsible
30.2 Access to Site and permission to
27 1 Contractor s not ice of claim for carry out work
additional payment 30.3 Contractor to fulfil his obligations to
27.2 Quantity Surveyor s ascertainment of persons engaged by the Employer
Contractor s claim
27.3 Contractor s defaul t involved in the 31 Facilities for statutory undertakers
delay or disruption and utility companies 64
27.4 Nominated Sub -Contractor s claim
for additional payment Access to Site and facilities to canry
out work
28 Notice of claims for additional
payment 55 32 Certificates and payments 64

28 1 Contractor to give notice of claim 32 1 Interim Certificates and interim

28.2 Contractor to submit particulars valuations
28.3 Condition precedent to Contractor s 32.2 Estimate of amount due in Interim
entitlement to additional payment Certificate
32.3 Off-site materials or goods
 

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32.4 Calculation of Retention 37.4 Quantity Surveyor to prepare final
32.5 Retention Rules account
32.6 Quantity Surveyor to prepare final 37.5 The final settlement
account 37.6 Architect to notify sub-contractors
32.7 Adjustment of the Contract Sum and suppliers
32.8 Issue of Final Certificate
32.9 Effect of Final Certificate 38 Fluctuations 84
32.10 Proceedings comme nced before
Final Certificate 38 1 Fluctuation provisions only appli cable
32 11 Proceedings commence d after Final if expressly stated to be
Certificate 38.2 Adjustment fluctuations occurri ng
32.12 Effect of Architect s certificates after the Completion Date
32.13 Late payment
39 Notices certificates and other
Surety Bond 73 communications 85

33 1 Contract or to obtain guarantee from Submission of notices, certificates and

insurance company or bank other communications
33.2 Release of insurance company or
bank 4 Recovery of money due to the
33.3 Employer s remedy if Contractor fails Employer 85
to deliver bond
Employer s pow er to recover damages
34 Antiquities 73 . etc.

34 1 Effect of finding antiquities 4 Settlement of dispu1es 85

34.2 Architect s instructions concerning a
fossil, antiquity or object 41 1 Procedures and Designated
Representatives
35 Detenmination by Employer 74 41.2 Reference to Designated
Representatives
35 1 Default by Contractor 41.3 Reference to mediation
35.2 Insolvency of Cont ractor 41.4 Reference to arbitration
35.3 Employer s rights upon notice of 41.5 Timing of arbitration
default or determination 41.6 Arbitrator s powers
35.4 Consequences of determination 41.7 The place of arbitration
35.5 Quanti ty Surveyor to prepare final 41.8 Contractor to continue to proceed
account diligently
35.6 The final settlement
35.7 Delayed commencemen t of Appendix 89
completion works Schedule 1 90
35.8 Other rights and remedies Form of Surety Bond to be given y
the Contractor to the Employer
6 Determination by Contractor 78
Schedule 94
36 1 Default by Employer Form of Warranty to be given by the
36.2 Insolvency of Employer Nominated Sub-Contractor to the
36.3 Consequences of determination Employer in consideration of
36.4 Contractor to submit final account Nomination
36.5 Quantity Surveyor to check final
account Schedule 3 97
36.6 The final settlement Form of Warranty to be given y the
36.7 Architect to notify sub-contrac tors Nominated Supplier to the Employer
and suppliers in consideration of Nomination
36.8 Other rights and remedies
Index to The General Conditions
7 Detenmination by Employer or
Contractor 82

37 1 Grounds for determination

37.2 Site security
37.3 Consequences of determination

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~ f u : ~
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  rticles of greement
This greement is made on the ................................ day of ................................ 20 ..... .
l
t
between

of ......................................................................................................................................................

( the Employer ) and f

j

r ····················································································································································

( the Contractor )
I
Whereas the Employer wishes to have work carried out comprising:

( the Works )

at ......................................................................................................................................................

and has had Tender Documents comprising:

a) a form of tender ( The Form of Tender );

b) drawings ( the Cont ract Drawings );
c) a specification ( the Specification ); and
d) bills of quantities

showing and describing the work to be carried out prepared by or under the direction of or at
therequest of the Architect;

and where s the Contractor has, based on the Tender Documents made in the Form of
Tender his calculation of the sum that he will require for carrying out the Works by pricing the
bills of quantities;

5
 

The General Conditions

1 Interpretation and definitions

Governing law
11 The Contract shall be governed by and construed according to the laws for the time
being in force in Hong Kong.

Singular plural masculine and feminine

12 Words in the singular include the plural and vice versa and words in the masculine
include the feminine and the neuter.

Method o f reference to clauses and Articles

1 3 Unless stated otherwise a reference in the Articles the Conditions or the Appendix to
any clause means that clause of the Conditions and a reference an Article means
that Article of the Articles of Agreement.

Articles o f Agreement Conditions and ppendix to be read as a whole

1 4 The Articles of Agreement the Conditions and the Appendix are to be read as a whole.
Therefore unless stated otherwise each one must be read subject to any relevant
qualification or modific ation in any other one.

Clauses divided into sub-clauses to be read as a whole

1 5 Where a clause is divided into sub-clauses the clause is to be read as a whole and
each su b-cla use shall relate to the others as if there was no division between them.

Definitions
16 The following words and phrases in the Articles of Agreement the Conditions and the
Appendix shall have the meanings given belo w unless the context in which they appear
requires otherwise or the Articles the Conditions or an item or entry in the Appendix
provides otherwise:

Appendix: the ppendix to the Conditions.

Architect: the person named as the Architect in Article 3 or any successor appointed
under Article 5.

Articles or Articles o f Agreement: the Articles of Agreement to which the Conditions are
annexed.

Commencement Date: the date stated in the Appendix for the commencement of the
Works.

communication: the giving submitting or issuing of without limitation any agreement

approval authorisation certificate confirmation consent decision delegation direction
dissent determination endorsement instruction notice notiftcation opinion request
requirement or statement.

Completion Date: the date stated in the Appendi x by which the Works or a Section are
to be completed or such later date to be fixed by the Architect under clause 25.

9
 

Interpretation and definitions (Cont d)

Conditions the Conditions o f Agreement and Schedule of Conditions of Building Contract

lor use in the Hong Kong Special Administrative Region, Private Edition With Quantities
and any Special Conditions.

Contract: the Articles of Agreement, the Appendix, the Form of Tender submitted by
t ~ Contractor, the Employer s letter of acceptance of the Contractor s ten oer and any
correspondence between the parties expressed to form part of the Contract, the Special
Conditions, if any, the Conditions, the Contract Drawings, the Specification and the
Contra ct Bills.

Contract Bills the priced bills of quantities referred to in the recitals of the Articles and
submitted by the Contractor with his tender, or a certified true copy of those bills of
quantities.

:I Contract Drawings the drawings referred to in the first and fourth recitals of the Articles
and enumerated as such in the Contra ct Bills or the Specification.

Contract Sum: the sum stated in Article 2, or such other sum that becomes payable in
accordance with the Contract.

Contractor the person named as the Contractor in th e Articles.

Contractors All Risks Insurance o f the Works insurance which provides cover against
physical loss of or damage to the Works, temporary works and materials and goods, as
described in clause 22.

Date for Possession o f the Site the date or dates for the possession of the whole or
parts of the Site stated in the Appendix under the reference to clause 23.1.

Date o f Substantial Completion the date stated in the Substantial Completion Certificate
for the Works or a Section, issued by the Architect under clauses 17 1 and 17.2.

day a calendar day and includes Sundays and other days which are general holidays
by virtue of the General Holidays Ordinance (Chapter 149, Laws of Hong Kong).

Defects Liabilit y Period the period stated in the Appendix under the reference to clause
17.3, commencing on the da y after the Date of Substantial Completion o f the Works or
a Section or the d ay after the Relevant Date of Substantial Completion of a Relevant
Part.

Defects Rectification Certificate a certificate issued by the Architect to the effect that
all defects, shrinkages and other faults have been rectified in accordance with the
Contract, as described in clauses 17.4 and 17.5.

direct /ass a n d / o r expense the monetary consequences that flow naturally without
other intervening cause and independently of special circumstances because of the
direct consequences of a qualifying event and which are not otherwise reimbursed to
the Contractor.

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  Interpret ation and definitions (Cont d)

Domestic Sub Contractor: a person, other than a Nominated Sub-Contractor, to whom

the Contractor sub-lets an y part of the Works and includes a labour only sub-contractor.

Employer: the person named as the Employer in the Articles.

Engineer: a person engaged as a member of the Employer s design team for the design
and supervision of one or more of the geotechnical, civil, structural or building services
elements of the Works, as referred to in clause 1. 7.

Excepted Risks: a) Any consequence o f war (whether war be declared or not) in which
Hong Kong is actively engaged, the invasion of Hong Kong, acts of terrorists in Hong
Kong, civil war, rebellion, revolution or military or usurped power in Hong Kong, riot,
commotion or disorder in Hong Kong other than amongst the employees of the
Contractor or any person for whom the Contractor is responsible;
b) the Architect s design of the Works insofar as damage, loss or
injury is the direct conseq uence of the design;
c) a cause due to any neglect or default of the Architect, the Employer
or any person for whom the Architect or the Employer is responsible;
d) ionizing radiation or contamination by radioactivity from any nuclear
fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic
explosive or other hazardous properties of any explosive nuclear assembly or nuclear
component thereof;
and e) pressure waves caused by aircraft or other aerial devices travelling
at sonic or supersonic speeds.

Final Certificate: the certifica te issued by the Architect stating the Final Con tract Sum
and the total of the amounts of Interim Certificates to be set off against that sum, as
described in clause 32.8.

Final ontract Sum: the sum resulting from the adjustment of the Contract Sum in
accordance with the Contract.

Form o f Tender: the form of tend er referred to in the first recital of the Articles as being
part of the Tender Documents.

Hong Kong: the Hong Kong Special Administrative Region.

Interim Certificate: a certificate issued by the Architect stating the amount of an interim
payment due to the Contractor, as described in clause 32.1.

Limit o fRetention: the amount stated in the ppendix under the reference to clause
32.4 as the limit to the amount of Retention to be held by the Employer on the payment
for the Contr actor s work in progress.

Nominated Sub Contract: the sub-co ntrac t between the Contractor and a Nominated
Sub-Contractor.

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5 Documents forming the Contract and other documents (Cont d)

Submission o f manuals and assignment o f warranties

5.11 1) The Contractor shall submit to the Architect all the operation and maintenance
manuals received by the Contractor.

2) The Contractor shall assign to the Employer (so far as he is lawfully able to do so)
the benefits of all suppliers and sub-contractors warranties, guarantees or other ancillary
agreements fo r materials, goods or work insofar as they are required by the Contract,
Nominated Sub-Contracts or Nominated Supply Contracts, other than the direct
warranties to the Employer required under the Nominated Sub-Contracts and Nominated
Supply Contracts, within 60 days after the issue of the Substantial Completion Certificate
for the whole of the Works.

-  3) Where the Contractor assigns the benefit of a suppliers or sub-contractors

warranty, guarantee or other ancillary agreement for materials, goods or work to the
Employer, the Employer shall exhaust all remedies under the warranty, guarantee or
ancillary agreement before enforcing the terms of the Contract against the Contractor
in respect of any matter for which a cause of action exists against the sub-contr actor or
supplier under the warranty, guarantee or other ancillary agreement.

Submission o f as built drawings

5.12 1) The Contr actor shall submit to the Architect 2 copies of a complete set of the as
built drawings that are required by the Contract, Nominated Sub-Contracts or Nominated
Supply Contracts within 60 days of the issue of the Substantial Completion Certificate
for the whole of the Works.

2) Where the drawings referred to under clauses 5.3, 5.4, 5.5 and 5.6 have been
issued electronically, th e Contractor shall, if so required by the Architect, provide the
as-built drawings electronically.

Limits to use o f documents

5.13 1) The Contrac tor shall not use any of the documents referred to in clause 5 for any
purpose ot her than the Works and any proceedings relating to the Contract.

2) Neither the Employer, the A rchitect nor the Quantity Surveyor shall divulge any of
the rates or prices in the Contract Bills or use them except for the purposes of the
Contract and any proceedings relating to the Contract.

Issue o f Architect s certificates

5.14 The Archi tect shall issue all certifica tes to the E mployer and shall, at the same time,
issue a copy of each certificate to the Contractor.

Copy o f notice to be given to Employe r

5.15 Whenever the Architect issues a notice to the Contractor by special delivery, he shall
issue a copy of the notice to the Employer at the same time.

3
 

6 Statutory obligations

Statutory Requirements
6.1 The Contractor shall comply with and give the notices required by any Ordinance,
regulation, rule, order or by-law applicable to the Works ('the Statutory Requirements')
which are to be complied with by the Contractor.

ompliance with the Statutory Requirements

6.2 1) The Contractor shall immediately notify the Architect if the Contractor finds that
carrying out the Works in compliance with the Contract or with an Architect's instruction
requiring a Variation will infringe the Statut ory Requirements.

2) If the Archi tect agrees with the Contractor, he shall issue an instruction to resolve
•

1
the infringement as soon as practicable afte r receipt of the notice and the instruction
shall, if appropriate, require a Variation.

Fees o r charges
6.3 1) The Contractor shall pay all fees or charges legally demandable under the Statutory
Requirements.

2) The net amount of those fees or charges paid by the Contractor shall be added to F
the Contract Sum unless they: l
l
a) are fees or charges that the Contractor is liable to pay under the Statutory
Requirements, and the liability was known prior to the date for submission of tenders
f
r
I and has not been increased;

b) are priced, or are required to be allowed for, in the Contract Bills;

c) are provided for by a Provisional Sum; or

d) arise out of a default, delay or failure by the Contractor or a sub contractor to

comply with the Statutory Requirements or the Contract

Statutory undertakers nd utility companies

6.4 1) Statuto ry undertakers or utility companies carrying out work in pursuance of their
statutory obligations and not having a contractual relationship with the Employer, the
Contractor or any person for whom the Contractor is responsible shall be classified as
statutory undertakers or utility companies and not Nominated Sub Contractors or
persons engaged by the Employer under clause 30 and the fees or charges for their
work shall be regarded as fees and charges legally demandable under the Statutory
Requirements and processed in accordance with clause 6.3.

2) The Contractor shall all ow those persons reasonable access to the Site, per mit
them to carry out their work and provide them with the facilities referred to in clause 31.

3) Statutory undertakers utility companies engaged under contracts with the

Employer to carry out work directly connected with or ancillary to but n ot forming part
of the Works shall be classified as Specialist Contractors as referred to in clause 30.1.

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6 Statutory obligations (Cont d)

4) tatutory undertakers or utility companies engaged under contracts with

Contractor or a Nominated Sub-Co ntractor to carry out work forming part of the Works
shall be classified as sub-contractors or sub-su b-cont ractor s as the case may be.

7 Setting out the Works

I
etting out nd levels
1) The Architect shall provide the Contractor with accurately dimensioned setting out Ii
drawings containing the informatio n and levels necessary for him to set ou t the Works.

2) The Contracto r shall be responsible for accurately setting out the Works and shall
correct any error arising from inaccurate setting out at his own cost unless the Architect
accepts the error without correction subject to a reasonable reductio n in the Contract
I
Sum having regard to the Employer s loss of value of the Works and any expenses that
he may incur arising from the inaccurate setting out.

8 Materials goods workmanship and wor

Types standards nd quality

81 1) The Contractor must provide all materials and goo ds of the types, standards and
quality described in the Contr act to the Architect s satisfaction that the Contrac tor has
met these requirements.

2) Where the Con tractor is responsible for the selection of the materials and goo ds in
accordance with a performance specification or otherwise, the materials and goods
must be fit for the purpo se stated in the Contract.

3) If any of the specified materials or goods are not procurable, then the Contractor
shall sub mit alternative proposals for materials or goods of similar type and standard
and of comparable quality and price to the Architect for his approval; and

a) if the proposed alternative materials or good s are of similar type and standard and
of comparabl e quality and price to those specified, and the Architect approves
them, the substitution of the alternative materials or goods for those specified
shall be made with no adju stment to the Contract Sum; or

b) if the proposed alternative materials or goods are not of similar type and standard
or comparable quality or price to those specified, and the Architect approves them,
he shall instruct a Variation to adjust the type, standard, quality or price.

4) The Contractor shall provide the Architect, upon his request, with vouchers, test
certificates or othe r evidence to satisfy the Architect that the materials and goo ds comply
with the Contract.

5) The Contractor s workmanship must be of the standard and quality described in

the Contract to the Ar chitect s satisfaction.

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8 Materials goods, workmanship and work (Cont d)

6) All work must be carried out in a proper and workmanlike manner in accordance
with the Contract or, in the absence of any specific performance requirements, to the
Architect s satisfaction.

Inspection nd tests
8 2 1) The Contra ctor shalf carry out or, if so required by the Contract, arrange for a third
party to carry out, the tests specified in the Contract in compliance with the specified
testing procedures.

2) In addition to the tests specified in the Contract, the Architect may instruct the
Contractor open up for inspection any work covered up and carry out, or arrange
for a third party to carry out, tests of materials and goods {whether or not already
incorporated in the Works) and work which has been carried out.

3) The cost of the testing, the opening up for inspection and any consequential making
good shalf be added t o the Contr act Sum unless:

a) the inspection or test is provided for in the Contract Bills;

b) the inspection or test shows that the materials, goods, workmanship or work are
not in accordance with clause 8;

c) the inspection or test was considered necessary by the Architect because, as a

result of the failure of a previous inspection or test, further investigation of similar
materials goods or work was required to establish to his satisfaction their
compliance with clause

d) the work was carried out without the inspection notice required by the Contract.

Materials goods workmanship or work not in accordance with Contract

The Architect may, if any materials, goods, workmanship or work are not in accordance
with the Contract, instruct:

a) the removal from the Site and the replacement of materials and goods that are not
in accordance with clause 8;

b) the repair or demolition, removal and reconstruction of work which, in respect of

materials, goods or workmanship, is not in accordance with clause 8;

c) the acceptance without replacement or reconstruction of some or all of the

materials, goods or work that are not in accordance with clause 8, subject to a
reasonable reduction in the Contract Sum having regard to the reduction in the
value of the materials, good s or work; and

d) a Variation for alternative remedial work to sorne or all of the materials, goods or
work as is reasonably necessary in consequence of them not being in accordance
with clause 8, with no extension of time or addition to the Contract Sum.

6
 

Materials, goods, workmanship and work (Cont d)

8

Rectifying defects
8 4
The Architect may instruct the Contractor to rectify defects which appear before the
commencement of the Defects Liability Period.

Dismissal from the Works

85 The Architect may instruct the Contr actor to dismiss any individual from the Works for
incompetence, misconduct or othe r similar reasons.

9 Intellectual property rights

Intellectual property in design o f the Works

9.1 The Contractor shall pay the cost of any royalty, license fee or other sum legally
demandable for the use of intellectual property in connection with the design of the
permanent Works ot her than works und er a Nominated Sub-Contract or materials and
goods supplied under a Nominated Supply Contract, and the cost shall be added to
the Contract Sum.

Intellectual property in materials nd goods

92 The Contractor shall pay the cost o any royalty, license fee or other sum legally
demandable for the use of intellectual property in connection with the incorporation of
materials and g oods into th e permanent Works other than materials and goo ds supplied
under a Nominated Sub-Co ntract or a Nominated Supply Contract. The cos t shall be
added to the Contract Su m unless the Contractor was responsible for the selection of
the materials and go ods in accor dance with a performance specification or otherwise
in which case the cost shall be deemed to be included in the Contract Sum.

Intellectual property in pl nt nd equipment

93 1) The payment of all royalties, license fees or other sums legally demandable for the
use of intellectual property in respect of plant, equi pment, machinery, methods or
anything whatsoever used in carrying out the Works shall be deemed to be included in
the Contract Sum.

2) The Contractor shall indemnify the Employer from and against all claims,
proceedings, damages, costs and expense arising from the Contractor or any sub-
contractor or supplier infringing or being held to have infringed any of the intellectual
property rights referred to in clause 9.3 1 ).

Payment o f royalties included in Valuation

9.4 If the Contractor uses any intellectual property in compliance with an Architect s
instruction requiring a Variation, any royalty, license fee or other sum legally chargeable
which the Contractor pays in connection with that instruction shall be included in the
Valuation of the Variation.

10 Contractor s site management team

Contractor s site manage ment team

10.1 1) The Contr actor shall maintain the site management and supervisory team (referred
to in clause 10 as the team ) listed in clause 3.1 1 )(c) on the Site for as long as is
necessary for the satisfactory fulfilment o f his obligations under the Contract.

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10 Contractor s site management team (Con ' d)

2) The team shall be of sufficient strength with personnel of appropriate qualifications,

seniority and experience, having regard to the size, complexit y and nature of the Works,
to properly organise, manage, plan, supervise and co-ordinate the carrying out of the
Works.

Construction manager
10.2 1) The team shall be headed by an experienced and compet ent construction manager
approved by the Architect.

2) An instruction issued by the Architect to the construction manager shall be deemed

to have been issued to the Contractor.

3) The Architect may instruct the Contractor to replace the construction manager or
a member of the team for incompetence or misconduct.

4) The Contractor shall not remove or replace the construction manager or any member
of the team unless requested by or agreed to b y the Architect.

11 Access for the Architect to the Works

ontractor to give access

The Contractor shall give the Architect and any person authorised by the Architect
access, at all reasonable times, to the Works or any place where materials or goods are
being manufactured or stored, work is being prepared or design is being carried out,
and shall ensure that all his sub-contractors and suppliers do the same.

12 Architect s representative

Archite ct s representative
12.1 The Arch itec t and/or the Employer may appoint an architect, engineer, clerk of works
or other person as the Architec t's representative to be resident on the Site and actin g
under the direction of the Architect.

The Architect' s representatives' duties shall be to:

a) watch and inspect the Works;

b) inspect and test materials and goods;

c) check that the types, standards and quality of the materials and goods, t he standard
and quality of the Contrac tor s workmanship and the quality of his work are in
accordance with the requirements of the Contract;

d) check, amend as necessary, and where appropriate sign the records submitted to
him by the C ontra ctor for approval; and

e) carry out the duties and exercise the powers delegated to him by the Architect
under clause 12.2,

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13 Variations, Provisional Quantities, Provisional Items and Provisional Sums (Cont d)

(b) under clause 13.2(a) for the remeasurement of Provisional Quantities and Provisional
Items in any bills of quantities included in the sub-contra ct or supply contract; and

c) under clause 13.2(b) to expend Provisional Sums included in the sub-contract or

supply contract;

shall be made in accordance with the Nominated Sub-Contract or Nominated Supply

Contract.

14 Contract Bills

Quality and quantity o f work includ ed in Contrac t Sum

14 1 The quality and quantity of the work included in the Contract Sum stated in Article 2
shall be deemed to be that which is set out in the Contract Bills which shall be read in
conjunction with the Specification to amplify and supplement the d escriptions in the
Contract Bills.

Standard ethod o f Measurement o f uilding Works

14 2 1) The Contract Bills, except where expressly stated to the contrary in those bills,
have been prepared in accordance with the procedures set out in the Hong Kong
Standard Method of Measurement of Building Works current at the t ime the Tender
Documents were issued.

2) A departure from the Standard Method of Measurement of Building Works in

measuring any work shall be specifically stated in the preliminaries or preambles
sections of the Contract Bills and the same method as used to measure that work shall
be used for the measurement o f any similar work that may be required to be measured
and valued under clause 13.

Errors in Contract ills

14 3 1) An error in description or in quantity or the omission of an item from. the Co ntra ct
Bills shall not vitiate the Contract no r release the Contra ctor from any of his obligations
or liabilities.

2) The error in quantity or omission referred to in clause 14.3(1) shall be corrected

and shall, for the sole purpose of adjusting the ontract Sum, be deemed to be a
Variation required by the Architect and valued in accord ance with the Valuation rules
under clause 13.4.

3) An error in description of an item shall be corrected, and if in the Quantity Surveyor s

opinion the rate for that item in the Contract Bills is no longer fair by reason of that
correction, he shall fix a new rate that is fair to both parties.

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15 Contract Sum

djustment o f ontract Sum

1) The Contract Sum stated in Article 2 shall only be adjusted in accordance with the
Contra ct and as soon as the amount of the adjustment is calculated in whole or in part
the amount so calculated shall be taken into account in the next Interim Certificate
following the calculation.

2) Subject to clause 14.3 the parties are deemed to have ac cepted any error whether
of arithmetic or not in the calculation of the Contract Sum stated in Article 2.

16 Materials and goods on or off site

Property in materials and goods

1) Materials and goods delivered to or adjacent to the Site or stored off-site shall
become the property of the E mployer once their value has been included in an Interim
Certificate and paid for by the Employer.

2) Materials and goods delivered to or adjacent to the Site shall not be removed
without the consent of the Architect. If they have become the property of the Employer
the Contractor shall remain responsible for loss or damage to them except to the extent
that the loss or damage is due to an act or neglect o f the Employer or any person for
whom the Employer is responsible.

3) The Contractor shall indemnify the Employer against loss or damage to materials
and goods stored off site that have become the property of the Employer shall be
responsible for the cost of their storage handling and insurance and shall not remove
them from where they are being stored e xcep t for use upon the Works.

17 Substantial Completion and defects liability

Substantial ompletion ertificate for the Works

17.1 The Archit ect shall issue the Substantial Completion Certificate for the Works when he
is satisfied that the Works have been substantially completed and have passed the
inspections and tests .that are required b y the Contract to be carried out and completed
before Substantial Completion and all unfinished items of work shall be completed as
soon as practicable after the issue of the Substantial Completion Certificate or as
instructed by the Architect and in any case before the expiry of the Defects Liability
Period.

Separate Defects Liability Period for each Section and Relevant Part
17.2 1) If sectional completion of the Works is provided for in the Contract or the Employer
takes possession of a Relevant Part each Section or Relevant Part shall have its own
separate Defects Liability Period.

2) The Architect shall issue a Substantial Completion Certificate upon Substantial

Completion of each Section or Relevant Part except for the last one. Upon Substantial
Completion of the last Section or Relevant Part the Arc hitect shall issue the Substantial
Completion Certificate for the Works and Substantial Completion of the whole of the
Works shall be deemed to have taken place on the date stated in that certificate.

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 7 Substantial Completion and defects liability (Cont d)

3) The requirements for the issue of a Substantial Completion Certificate under clause
17.2(2) shall be the same as those under clause 17.1.

defe ts

17 3 1) The Contractor shall rectify all defects, shrinkages or other faults which are identified
during the Defects Liability Period of the Works, a Section or a Relevant Part stated in
the Appendix, and are caused either by materials, goods or workmansh ip which are not
in accordance with the Contract, by natural causes or as a result of a Specifie d Peril
occurring during the construction period prior to Substantial Completion.

2) The Architect shall list the defects to be rectified in schedules of defects which he
shall issue to the Contractor as Architect s instructions from time to time during the
Defects Liability Period. The final schedule of defects shall be issued not later than 14
days after expiry of the Defects Liability Period.

3) The Con tractor shall rectify the defects specified in the schedules of defects to the
Architect s satisfaction within a reasonable time after receipt o f those schedules.

4) If the ontractor does not comply with the Architect s instruction to rectify the
defects listed in a schedule of defects within a reasonable time the provisions of clauses
4.3(3) and 4.3(4) shall apply.

5) The Archi tect may instruct the Contract or not to rectify some or all of the defects
specified in the schedules of defects, in which case a reasonable reduction to the
Contract Sum shall be made for the defects not rectified.

Defects Rectificat ion ertificate for the Works

17 4 The Architect shall issue the Defects Rectification Certificate for the Works when:

a) the Defects Liability Period for the Works has expired;

b) the Contra ctor has satisfactorily completed all the uncompleted items of work on
the list issued with the Substantial Completion Certificate; and

c) all defects required to be rectified under clause 17.3 have been satisfactorily rectified.

Separate certificate for each Section o r Relevant Part

17 5 1) Where sectional completi on of the Works is provided for in the ontract or the
Employer takes possession of a Relevant Part, the Architect shall issue a separate
Defects Rectification Certificate in accordance with clause 17.4 for each Section or
Relevant Part except for the last Section or Relevant Part.

2) Upon the completion of rectifying defects to the last Section or Relevant Part in
accordance with clause 17.4 the Architect shall issue a Defects Rectification Certificate
for the Works and the completion of rectifying defects for the whole of the Works shall
be deemed to have taken place on the date stated in the certificate.

5
 

21 Insurance against injury to persons or property (Cont d)

2) The insurance cover shall be against the liabilities referred to in clause 21.2(1)
sustained during the period from the Commencement Date until the Defects Rectification
Certificate for the whole of the Works has been issued and the Con tracto r has finally
left the Site.

3) The insurances shall include:

a) a cross l iability clause to the effect that the insurances shall cover the Employer,
the Contractor, his sub-contractors and their sub-contractors of all tiers as separate
insured, and

b) a waiver of any right of subrogation which the insurers may have against any of the
insured.

4) The third party liability insurances against injury or death to any person and injury
or damage to real or personal property under clause 21.2(1) shall each be effected with
the limit of indemnity stated in the ppendix for any one occurrence or series of
occurrences arising out of one event but unlimited in the aggregate amount for the
period of the insurance.

Insurers and terms to be approved

21.3 1) The insurances under clause 21 shall be placed with insurers acceptable to both
parties and approved in writing by the party not responsible for effecting the insurances.

2) The cover shall be in terms approved by the Architect but in any case cannot be
beyond the best terms currently available.

Policies to be produced
21.4 The party responsible for effecting the insurances under clause 21.2 shall pro vide
evidence of cover to the other party prior to the Commencement Date and shall produce
the policies of insurance and the premium receipts for inspection and approval by the
other party as soon as practicab le afterwards.

Event o f failure to insure

21.5 If either party defaults in effecting or in maintaining the insurance cover required by
clause 21, the othe r party may effect and maintain this insurance and the premium shall
be recoverable from the defaulting party as a debt.

No prejudice to Contractor s indemnity

21.6 The effecting and maintaining of insurances by either the Employer or the Contractor
under clause 21 is without prejudice to the Contracto r s obligation to indemnify the
Employer under clause 20.

22 Insurance of the Works

Alternative clauses for Contractors ll Risks Insuranc e o f the Works

22.1 Either clause 22A, 228 or 22C shall apply according to which of those clauses is specified
in the Appendix and both parties shall comply with all the conditions in the insurance
policy effected by either party.

4
 

22 Insurance of the Works (Cont d)

Basic requirements for Contractors ll Risks Insurance o f the Works

22.2 The basic requirements for Contr actors All Risks Insurance of the Works are, unless
otherwise set out in the Specification or Contract Bills or as agreed between the parties,
to provide insurance cover against any physical loss of or damage to the Works, existing
construc tions on the Site, temporary works or materials or goods th at are the property
of the insured or for which the insured is responsible while on the Site, being fabricated
or stored off-Site or in transit by read, rail, air or marine craft within Hong Kong or its
territorial waters including:

a) costs and expenses in respect of shoring and prepping up, testing, dismantling or
demolishing part of the Works, existing constr uctions on the Site or temporary
works, removing and disposing of debris and damaged materials or goods and
protecting the Works, existing constructions on the Site, temporary works and
materials or goods;

b) professional fees at the percentage stated in the Appendix;

c) all necessary extra costs of express freight or airfreight; and

d) all necessary extra overtime la bour costs,

incurred in the repair, reinstatement, redesign and supervision fol lowing damage to
the Works, existing constructions on the Site, temporary works or materials or goods
from any cause excluding:

e) the cost of repairing or replacing proper ty which is defective solely due to natural
wear and tear resulting from ordinary use or deterioration, rusting or corrosion;

f) loss or destruction of or damage to cash, banknotes, treasury notes, cheques,

stamps, deeds, bonds, bills of exchange, promissory notes or securities;

g) loss or damage solely due to the total suspension of carrying out the Works where
the insured failed to take reasonable precautions to protect the property insured
and to avoid or reduce the a mount of loss or damage;

h) loss of any property by disappearance or by shortage where the loss is revealed

only by the making of an inventory or periodic stocktaking and is not traceable to
an identifiable event;

i) loss or damage to materials, goods or work directly resulting from its own defect in
materials, goods or workmanship or fault, defect, error or omission in design, plan
or specification but not excluding resultant damage to any other materials, go ods
or work which are lost or damaged as a consequence of those defective materials,
goods or work;

Q loss or damage to property during the period between 14 days after Substantial
Completion and the date of issue of the Defects Rectification Certificate other than
loss or damage arising from a cause occurring prior to the commencement of that
period or caused in the course of remedying defects or the testing and
commissioning of building services or other installations;

41