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SECTION 3 : GENERAL CONDITIONS

3.1 Intent .................................................................................................................. 3-4

3.2 Supplies .............................................................................................................. 3-4

3.3 Standards ............................................................................................................ 3-4

3.4 Workmanship ..................................................................................................... 3-5

3.5 Warranty and Remedy of Defects ...................................................................... 3-5

3.6 Infringement of Patents ...................................................................................... 3-6

3.7 Officials Not to Benefit ...................................................................................... 3-6

3.8 Performance Security ......................................................................................... 3-7

3.9 Additional Bond Security .................................................................................. 3-8

3.10 Drawings For MEA's Approval ......................................................................... 3-8

3.11 Inspections and Tests ......................................................................................... 3-8

3.12 Inspection by Contractor .................................................................................. 3-10

3.13 Shipping and Transportation ............................................................................ 3-10

3.14 Preparation for Shipment and Handling .......................................................... 3-11

3.15 Insurance .......................................................................................................... 3-12

3.16 Duites, Taxes & Fees ....................................................................................... 3-14

3.17 Customs Clearances ......................................................................................... 3-15

3.18 Storage and Packing ......................................................................................... 3-16

3.19 Payment............................................................................................................ 3-16

3.20 Transfer of Title ............................................................................................... 3-17

3.21 Change of Requirement ................................................................................... 3-17

3.22 Contract Amendments ..................................................................................... 3-18

3.23 Assignment ...................................................................................................... 3-18

3.24 Subcontractors.................................................................................................. 3-18

3.25 Other Contracts ................................................................................................ 3-19

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3.26 Correspondence................................................................................................ 3-19

3.27 Work Execution & Supervision of Installation................................................ 3-19

3.28 Penalty for Late Completion ............................................................................ 3-21

3.29 Monthly Physical Progress Report .................................................................. 3-22

3.30 Default.............................................................................................................. 3-22

3.31 Liability of the Contractor ............................................................................... 3-24

3.32 Limitation of Liability...................................................................................... 3-24

3.33 Force Majeure .................................................................................................. 3-24

3.34 Extension of Time by Employer ...................................................................... 3-25

3.35 Right to Operate and Use Unsatisfactory Materials or Equipment ................. 3-25

3.36 Test Equipment ................................................................................................ 3-26

3.37 Spare Parts and Special Tools .......................................................................... 3-26

3.38 Protests ............................................................................................................. 3-26

3.39 Governing Language ........................................................................................ 3-27

3.40 Applicable Law ................................................................................................ 3-27

3.41 Statutory Requirements .................................................................................... 3-27

3.42 Contractor's Employees ................................................................................... 3-27

3.43 Safety and Health ............................................................................................. 3-27

3.44 Contractor's Cost Data ..................................................................................... 3-28

3.45 Export Licenses, Permits and Responsibility for Work ................................... 3-28

3.46 Work Schedule ................................................................................................. 3-28

3.47 Temporary Office for Employer's Officials .................................................... 3-28

3.48 Clearing of Obstructions .................................................................................. 3-28

3.49 Loss of and Damage to Properties ................................................................... 3-29

3.50 Electricity, Water Supplies and Facilities ........................................................ 3-29

3.51 Working Labels and Warning Signs ................................................................ 3-29

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3.52 Approval of Materials for Civil Work ............................................................. 3-29

3.53 Confirmation .................................................................................................... 3-30

3.54 Failure to Meet Performance Guarantee .......................................................... 3-30

3.55 Acceptance Test ............................................................................................... 3-30

3.56 Site Clean Up ................................................................................................... 3-30

3.57 Acceptance of Work and Final Acceptance Certificate ................................... 3-30

3.58 Contractor's Liabilities after Work Completion............................................... 3-31

3.59 Maintenance Guarantee ................................................................................... 3-31

3.60 Advance Payment Security .............................................................................. 3-32

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SECTION 3 : GENERAL CONDITIONS

3.1 Intent

3.1.1 The intent of the contract is to provide for the design, supply, delivery,
installation, test, commissioning of supplies and equipment herein specified.

3.1.2 The Contractor shall supply and incorporate into the work, all equipment and
materials and all other items that may be necessary for, or incidental to, the
satisfactory completion of the work specified under the terms of the contract
notwithstanding any omission from the drawings or specifications.

3.1.3 The Contractor shall apply to MEA for any explanation which may be required
with reference to the meaning and intent of any part of the contract and shall be
held responsible for any errors or losses he may take in consequence of failure to
obtain such explanation.

3.2 Supplies

3.2.1 The term "supplies" as used throughout the contract includes, without limitation,
raw materials, components, intermediate assemblies, end products, and work.

3.2.2 Liberal factors of safety shall be used throughout the designs, especially in all
parts subject to alternating stresses. Tolerances, fits and finish shall conform to
the best modern shop practices in manufacture of finished products of a nature
similar to those covered by these specifications.

3.2.3 All supplies furnished under the contract shall comply with the requirements of
the specifications set forth in the contract and shall be new and unused. The
materials and workmanship of the supplies shall be of the highest standard
commercial quality and free from any defect.

3.2.4 Any materials, supplies or articles required in the installation of the equipment
which are not covered by the specifications herein shall be standard products of
reputable manufacturers and suitable for the intended use.

3.2.5 Spare parts shall be identical to and interchangeable with the original parts.

3.3 Standards

Except otherwise specified in the Technical Specifications, all equipment required by

MEA shall be manufactured and tested in conformity with the following standards.
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Terminal Station Equipment : Latest revision of the relevant International

Electrotechnical Commission (IEC) publications.

Locally made materials for Civil Works: Latest revision of Thai Industrial Standard
Institute (TISI) Publications.

In case there is no International Electrotechnical Commission (IEC) publication to cover

any equipment, the manufacturer national standard may be applied and the complete
ENGLISH language copies of that standard shall be attached to the offer, otherwise such
offer shall not be considered.
3.4 Workmanship

All works shall be performed and completed in a thorough workmanship like manner and
shall follow the best modern practice in the manufacturer of high grade equipment,
notwithstanding any omission from the specifications or drawings. All works shall be
performed by mechanics skilled in their various trades. If, at any time, in the opinion of
MEA, the work of any mechanic appears questionable, such mechanic will be required to
pass qualification tests to determine his ability to perform the type of work on which he is
engaged. All parts shall be made accurately to standard gauge so as to facilitate
replacement and repairs.

3.5 Warranty and Remedy of Defects

3.5.1 The Contractor warrants that all goods supplied under the contract are new,
unused, of the most recent or current models and incorporate all recent
improvements in design and materials unless provided otherwise in the contract.
The Contractor further warrants that all goods supplied under the contract shall
have no defect arising from design, materials or workmanship or from any act or
omission of the Contractor, that may develop under normal use of the supplied
goods in the conditions obtaining in the country of final destination.

3.5.2 This Warranty shall remain valid for the period of time beginning on the
acceptance date of all supplies and services of the work specified in the Final
Acceptance Certificate and ending on the date MEA releases the Performance
Security.
3.5.3 The Contractor, after notification by MEA, shall, with all possible speed, replace,
re-furnish or otherwise correct the defective supplies or part therof to the
warehouse or installation site indicated by MEA. The Contractor shall be liable
for the full expenses of such replacing, or re-furnishing of supplies. The

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obligations of this clause shall then continue in force in respect of re-furnished

and replaced supplies for an equal period of time which is spent for such re-
furnishing or replacing and is counted from the date on which the Contractor
receives notification until the date on, which the Contractor ships or delivers to
MEA the re-furnished supplies in good working condition or the new supplies for
replacement.

3.5.4 If the Contractor, having been notified, fails to remedy the defect(s) within a
reasonable period, MEA may proceed to take such remedial action as may be
necessary, at the Contractor risk and expense and without prejudice to any other
rights which MEA may have against the Contractor under the contract.

3.5.5 The period of any guarantee offered in addition to the obligations of this Clause
may be proposed in the proposal. MEA may accept a guarantee proposal offered
by the contractor in lieu of or in addition to the obligations of this Clause.

3.6 Infringement of Patents

The Contractor at his own expense shall defend all suits or proceedings instituted against
MEA, its officers, agents, servants and employees and pay all damages awarded or
assessed against them in such suits or proceedings, in so far as the same are based on any
claim that the supplies or equipment or any part thereof furnished in performance of the
contract, or any tools, articles or process used in the completion thereof, constitute an
infringement of any patented or unpatented inventions. If such designs supplies,
equipment, tools, articles or processes in such suit are held to constitute infringement and
their use is enjoined, the Contractor at his own expense will as soon as possible either
secure for MEA the right to continue using the said designs, supplies, or obtain the
suspension of the said injunction, or by procuring a license for MEA, or will replace such
designs, supplies, equipment, tools, articles, or process with non-infringing supplies,
equipment, tools, articles or process or will modify them so that they may become non-
infringing.

3.7 Officials Not to Benefit

No official or employee of MEA shall be admitted to any share or part of the contract or
to any benefit that may arise therefrom.

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3.8 Performance Security

3.8.1 The Contractor shall, at the time of signing the contract, deposit with MEA a
Performance Security to be effective from the date of contract and be issued in the
following forms, either;

a) Cash in Baht; or

b) Certified Cheque or Bank Draft in Baht marked account payee only and in
favour of MEA payable through a commercial bank in Thailand; or

c) Bank Guarantee issued by a commercial bank in Thailand in complete

accordance with Clause 4.3 attached.

3.8.2 The amount of a Performance Security shall be equivalent to or not less than 10
(ten) percent of the total contract amount including Value Added Tax (VAT), if
any or as specified in the contract.

3.8.3 If the Performance Security is not submitted to MEA at the time of signing the
contract and/or if it is not issued in accordance with Clause 4.3, or its amount is
less than 10 (ten) percent or than the sum stated, the Bid Security will be forfeited
to MEA and MEA reserves the right to cancel the contract, in which case, MEA
shall not be held responsible for any direct or consequential loss and/or damage
that may be sustained by the Contractor as the result of cancellation of the
contract, and in no event shall MEA entertain any claim for compensation lodged
by the Contractor in respect thereof.

In this respect MEA reserves the right to award the contract to the next lowest
substantial responsive bidder and the bidder who defaults shall have his Bid
Security forfeited in favour of MEA.

3.8.4 If the Contractor refuses or fails to make delivery of supplies or work conforming
to the contract specifications within the time of completion of the work or any
extension thereof, or to perform faithfully any contract conditions, or to fulfill any
of his obligations construed under the contract, the Performance Security shall
promptly without recourse be fully or partially forfeited as may be deemed
appropriate, and MEA without prejudice to its other rights may, by written notice,
terminate the contract.

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3.8.5 The Performance Security shall remain in force for the period of time beginning
on the date of award of contract and ending (3) three years after the acceptance
date of all supplies and services of the work, provided, however, that the
Contractor shall fulfill the obligations under Clause 3.5.3.

3.9 Additional Bond Security

If any surety furnished in connection with the contract becomes unacceptable to MEA or
if any such surety fails to furnish reports as to his financial condition from time to time
when requested by MEA, the Contractor shall promptly furnish such additional security
as may be required to protect the interest of MEA.

3.10 Drawings For MEA's Approval

Unless stated otherwise in the specification, all drawings and data required as listed in
Section 5 shall be submitted, in 10 (ten) copies, to MEA within the time specified in
Clause 5.6. Delay in submitting any or all of the required drawings and data will be
subject to penalty sum assessed at THB 5,000.00 (Baht Five Thousand Only) per
calendar day of delay.

3.11 Inspections and Tests

3.11.1 All supplies shall be subject to inspections and tests by MEA to the extent
practicable at all times and places including the period of manufacture and in
any event prior to the acceptance. The Special Conditions of bidding documents
and/or Detailed Specifications shall specify what inspections and tests are
required and where they are to be conducted.

3.11.2 MEA will appoint the inspector or inspection agency to perform the inspection
services. The name of the inspection agency will be advised to the Contractor.
The cost of inspection shall be paid by MEA. The Contractor shall cause MEA
and MEA's inspector to be advised for the purposes of progress inspections
when approximately one-third and approximately two-thirds of the production
period have been reached and of a specific date at least 20 (twenty) calendar
days prior to packing for shipment when the supplies are ready for final
inspection.

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3.11.3 MEA's independent inspection, or waiver thereof does not relieve the
Contractor's responsibility to furnish supplies in conformity with the contract
requirements and free of all defects.

3.11.4 MEA's inspector, for the purpose of inspection, shall have access to those parts
of the Contractor's plant associated with the contract, to the plants of the
Contractor's suppliers, and to the site at all times. All facilities and assistance
shall be furnished to the inspector at no charge to MEA.

3.11.5 MEA's inspector shall have the authority to reject any items which are found to
be defective in materials, workmanship or otherwise not in conformity with the
requirements of the specifications. If MEA's inspector rejects any supplies, the
Contractor shall either replace the rejected supplies or make all alterations
necessary to meet specification requirements free of cost to MEA.

3.11.6 In the event of any irregularity in test reports, specifications and/or packing as
found by MEA's inspector, the Contractor shall immediately upon the inspector's
notification, make necessary modifications, repairs, and/or even re-manufacture
prior to delivery of the supplies ex-factory for shipment. Fees and all expenses
incurred for re-inspection on the supplies which have been modified or repaired
or re-manufactured, as the case may be, shall be for the Contractor's account. If
there is delay in delivery as a result of such re-inspection, the Contractor shall
not deem the re-inspection as a cause of waiving the penalty against delay.

3.11.7 If rejection is made at a point other than the Contractor's premises, the
Contractor shall promptly, upon request by MEA, remove the rejected articles or
supplies, at the Contractor's expense.

3.11.8 No supplies shall be shipped until all required tests, analysis and shop
inspections are completed, and certified copies of reports of tests or analyses are
accepted or MEA is otherwise satisfied that the materials and work satisfy the
requirements. The cost of making all of the above required tests shall be borne
by the Contractor.

3.11.9 MEA's right to inspect, test and, where necessary, reject the supplies after the
supplies' arrival in Bangkok shall in no way be limited or waived by reason of
the supplies having previously been inspected, tested and passed by MEA or its
inspector prior to the supplies' shipment from the country of origin.
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3.11.10 Nothing in this Clause shall in any way release the Contractor from any
Warranty or other obligations under the contract.

3.11.11 Certificate(s) of Inspection issued by MEA's authorized inspector and certifying

that the goods comply with the contract in all respects, shall, where applicable,
be furnished to the Contractor for his use as one of the documents to obtain
payment under the Letter of Credit.

3.12 Inspection by Contractor

The Contractor shall provide and maintain an inspection system acceptable to MEA
covering supplies furnished under the contract. Records of all inspection works by the
Contractor shall be kept completely and available to MEA during the performance of the
contract and for one more year after the issuing date of Final Acceptance Certificate.

3.13 Shipping and Transportation

3.13.1 The Contractor shall be responsible for delivery of all supplies and equipment to
the installation site, unloading, handling, storage and preparation for assembly
and/or installation. The Contractor shall be responsible for all damages in transit
to the destination. However, MEA shall have access to make physical inspection
for damages due to transportation.

3.13.2 For work on Supply-Equipment Basis, the Contractor shall be responsible for the
transportation from the point of origin to the work site. All equipment from the
shipping ports of SINGAPORE, JAPAN, KOREA, TAIWAN, HONG KONG,
NORWAY, SWEDEN, FINLAND, DENMARK, THE UNITED KINGDOM,
IRELAND, GERMANY, THE NETHERLANDS, BELGIUM, FRANCE, SPAIN,
USA, ITALY, PORTUGAL, MALAYSIA & THE PEOPLES REPUBLIC OF
CHINA, shall be shipped on Thai vessel or other vessel that enjoys equal rights.
In case there is any circumstance(s) causing the goods cannot be shipped on Thai
vessel or other vessel that enjoys equal rights, an exemption can be granted by
presenting the form asking for a permission to ship on a non-Thai vessel from the
Maritime Promotion Bureau at least 10 days before shipment. Otherwise the
Contractor shall be liable to compensation fees amounting to twice as much as the
ocean freight based on conference rates ruling at the time such non-complying
shipment takes place. In this connection, the Contractor may use the service from
the following Thai Freight Forwarder or Thai Shippers:-
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Thai Maritime Navigation Co., Ltd.

Manorom Building, 15 th Floor.
3354/51 Rama IV Road, Klong Toey
Bangkok 10110, Thailand
Telephone : (66) 26728690
Facsimile : (66) 2249-7578

Unithai Line Public Company Limited

Alma Link Building, 11 th Floor.
25 Ploenchit Road, Pathumwan
Bangkok 10330, Thailand
Telephone : (66) 2254-8400-10
Facsimile : (66) 2255-1155, (66) 2254-8424

List of Thai Vessel and other vessels that enjoy equal right can be viewed via
www.mpb.md.go.th (The Maritime Promotion Bureau Website)

3.14 Preparation for Shipment and Handling

3.14.1 The Contractor shall prepare all materials and articles for shipment in such
manner as to protect them from danger and in addition shall be responsible for and
make good any and all damages due to improper preparation or loading for
shipment. Heavy and bulky parts of equipment shall be provided with eyebolts,
lugs or other lifting devices to facilitate handling with a crane, and if necessary
shall be mounted on skids or crate. Where parts are boxed or crated, slings shall
be attached to the parts and the slings shall project through the box or crate so that
attachment can be readily made. Instructions for handling and lifting all parts,
boxes and crated shall be clearly painted on or attached to the part or crate. Any
articles or materials that otherwise might be lost shall be boxed or bundled and
plainly marked for identification. All finished ferrous surfaces shall be coated
with a rust preventive compound, and all finished non-ferrous metal work and
devices subject to damage shall be suitably wrapped or otherwise protected from
damage during shipping and storage.

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3.14.2 The Contractor shall take all necessary precautions to exclude from the supplies
and materials any moisture, acid fume, saline water due to the weather or other
causes.

3.14.3 The spare parts shall be adequately protected to permit extended storage in a hot
and humid location. A complete description of the contents shall be plainly
marked on the exterior of each shipping container.

3.14.4 Each individual package, box, crate of each shipment shall be plainly marked for
identification as follows:-

MEA
BANGKOK, THAILAND
CONTRACT NO. ..............
CASE NO. .................

The cases shall be consecutively marked from No. 1 upwards till the last case to
be shipped under this project.

3.14.5 Shipping documents shall be made in English and incorporate descriptive

information required for Customs' purposes. Any godown rent caused by delay or
discrepancies of the shipping documents shall be for the Contractor's
responsibility.

3.14.6 Delicate equipment, material, instruments and tools shall be shipped by airfreight.

3.14.7 For highway transport in Thailand, the Contractor shall be responsible for
obtaining the highway department's permit which will relax the restriction. The
Contractor shall exercise due care in packing the equipment to meet the following
transport limitations:-

Width : 3.5 Meters

Length : 10.0 Meters
Height : 4.0 Meter
Weight : 70.00 Metric tons

3.15 Insurance

3.15.1 The Contractor shall obtain and maintain in effect the following insurance all
risks coverage.

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a) Marine insurance for all items to be delivered under the contract from the
Port of Shipment to the Port Authority of Thailand. The sum insured shall be
110 (one hundred and ten) percent of the CFR-Bangkok invoiced value of
each shipment.

b) Inland Transportation of all equipment, machinery and supplies from Port

Authority of Thailand to the installation site. Coverage shall be for the net
landed cost of the equipment, machinery and supplies.

c) Fire, earthquake, flood, loss and such other perils as the Contractor may deem
necessary for protection of the work and all equipment or other things
intended to form part of the work up until 6 (six) months after the contractual
completion date. Coverage shall be for the net landed cost of all the
equipment and supplies being stored in the site or the other storage places
plus the total value of the construction plant.

The terms of coverage shall include at least the following clauses:-

Marine Insurance

Institute cargo clauses, (A)

Institute war clauses, and

Institute strikes clauses.

Contract Work Insurance

Cross liability clause,

Principals employees and representatives clause,

Strikes, riot and commotion clause,

Extended maintenance clause,

Escalation clause, and

Consequence of faulty design clause.

3.15.2 The above insurance shall be effected by a single reputable and local insurance
company acceptable to MEA, and the insurance policies shall be submitted to
MEA within 60 days after signing the contract. MEA reserves the right to demand
the Contractor to modify and amend, if necessary, the terms and conditions
stipulated in the insurance policies in order to protect the interest of MEA.

3.15.3 The Contractor shall insure against liability to third parties for any death or
personal injury and loss of or damage to any physical property arising out of the

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performance of the Contractor and occurring before the issuance of the Final
Acceptance Certificate.

The beneficiary of the insurance compensation shall be MEA, which will use the
compensation money to cover the cost of the replacement item(s).

3.16 Duties, Taxes & Fees

3.16.1 Import Duties, as well as value added tax levied on the import of supplies,
equipment and tools to be permanently installed and used in the work under the
contract shall be paid by the Contractor, and MEA shall reimburse the Contractor
the equal sum approximately 30 (thirty) days after MEA receives notice and proof
of payment in the form of receipts issued by government offices concerned. Taxes
and duties, if paid in excess of the actual, shall be for the Contractors account.
Customs clearance shall be processed by the Contractor.

The Contractor shall make out the invoice for each shipment with the actual and
correct value of the goods in accordance with the contract price. If not, the
Contractor shall be held responsible for compensation or reimbursement to MEA
if the import duties and taxes paid on the invoice for importation of the goods
exceeding the import duties and taxes required by the contract price of such
goods.

3.16.2 The Contractor shall pay, in local currency, the following:-

a) All costs, if any, related to procuring import permit.

b) All taxes and duties on any supplies that are not to be permanently used or
installed in the Work under the contract.

c) Duties on personal effects of the Contractor's employees, such as personal

articles, household furnishings and appliances, and other commissary goods
imported by the Contractor or by his employees.

3.16.3 All local taxes, fees and duty stamps imposed by the Government of Thailand, on
the Contractor or his employees shall be paid by the Contractor. MEA will pay
only the Value Added Tax (VAT) to be imposed on both goods and services,
provided the Contractor shall submit the VAT Registration certificate upon
signing the contract, and submit the Tax Invoice upon presenting the documents
for each payment. In case change of the Value Added Tax (VAT)s rate after

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the Date of Contract, the rate announced by the Revenue Department,

Thailand shall be applicable without any amendment of the Contract.

The Contractor shall specify whether he is a VAT registered company or not a

VAT registered company or exempted, and submit together with the proposal,
copies of VAT registration and VAT Identification Number. If the Contractor,
who is not a VAT registered company, is registered as a VAT registered Company
after he has been awarded by MEA, he shall promptly notify MEA of his
registration; otherwise he shall be responsible for penalty and surcharge incurred.

3.16.4 Withholding Tax at the rate of 1 (one) percent of the total contract price, will be
deducted by MEA from each payment in both foreign currency and Baht
currency.

3.16.5 Equipment, tools, instruments and machinery which are required for construction,
installation, test and commissioning of the work at the site, and are to be re-
exported after completion of the work, are exempted from duty for only the
difference of the amount of duty chargeable at the time of importation and the
amount of duty calculated by the time the goods staying in the Kingdom of
Thailand at the rate of 1 (one) per cent per month (fraction of month regarded as a
month) of duty chargeable at the time of importation. The duty liable shall be paid
before re-exportation of goods. MEA will provide a letter of confirmation on such
temporary import of equipment if needed. All imported equipment shall be in the
name of the Contractor, and shall be subject to a deposit of a bank guarantee
issued in favour of the Thai Customs Department in the amount to be specified by
the beneficiary thereof. The bank guarantee will be released upon re- exportation
of all the said equipment, etc., and upon payment of duty liable to the Thai
Customs Department, by the Contractor.

3.16.6 Adjustments will be made in the final payment to the Contractor to compensate
for any discrepancies that are disclosed by an audit of the supplies consumed.

3.17 Customs Clearances

Customs clearances shall be accomplished by the Contractor in the name and on behalf of
MEA, as such an import entry, shipping documents and other documents relating to
customs clearances shall be prepared by the Contractor and be submitted to MEA for
approval and signing.
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The Contractor shall be responsible for godown rent, if any, and shall bear all costs for
handling of all supplies, equipment and tools from ship to the land transportation
vehicles.

3.18 Storage and Packing

3.18.1 All relays and electronic equipments shall be protected against any direct contact
with water, condensation water and humidity by suitable packing and moisture
absorber.

3.18.2 The position of moisture absorber shall be marked on outside of each individual
packing or container for easily inspection.

3.18.3 The storage and maintenance of equipment shall be strictly in accordance with
manufacturers recommendations and requirements of the Technical
Specifications. The Contractor shall provide all materials, equipment, storage
areas and labor required for such storage and maintenance.

3.18.4 The Contractor shall be responsible for any damage and deterioration of
equipment resulting from improper storage, maintenance or handling and he shall,
at his expenses and subject to MEAs approval, recondition, repair or replace, to
the satisfaction of MEA, all equipment so damaged or deteriorated. All proposed
methods of reconditioning or repair shall be submitted for MEAs approval prior
to commencing or repairing unless otherwise all risks shall be borne by the
Contractor.

3.19 Payment

3.19.1 Payment to the Contractor will be made in the currency (ies) as specified in the
contract.

3.19.2 Payment of the required foreign currency (ies) as per LIST OF FOREIGN
CURRENCIES attached shall be made through a Letter of Credit upon
presentation at a bank of all the required documents listed in the Letter of Credit.
The Letter of Credit will be issued approximately 15 (fifteen) days after signing
the contract, and the beneficiary (ies) of the L/C will normally receive it in about
20 (twenty) days time from the issuing date provided that MEA has already
received all pertinent details in L/Cs opening. All banking charges incurred

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outside Thailand shall be for the Contractors account. Domestic Letter of Credit
is not allowed.

Payment of the local currency portion shall be made by and at the Finance
Department.

The Contractor who enters the contract with an amount equal to THB
2,000,000.00 ( Baht Two Million Only) or more, must do the received/paid
payment via the bank account, except that the total amount of each payment not
exceeding THB 30,000.00 (Baht Thirty Thousand Only) can be made by cash.

In case the goods have to be imported, the Contractor shall submit along with the
delivery Bill of Lading certifying that the goods have been shipped on Thai
vessels or other vessels that enjoy equal rights. If the goods were not shipped by
a Thai vessel or by a chartered non-Thai vessel which has equal rights and
benefit as Thai vessel, the Contractor must also submit to MEA a document
showing that the purchased goods were exempted by the Maritime Promotion
Bureau for shipment on a non-Thai vessel or a document showing that the
Contractor has paid the compensation fees due to the Contractors failure in
using a Thai vessel for shipment of the purchased goods.

3.19.3 Penalty sum against late delivery, if any, or any claim amount remaining unpaid
shall, if deemed evident by MEA, be deducted from payment of the invoiced
amount or the amount of the Invoice/Debit Note.

3.19.4 Deviation in payment schedule from those specified above will lead to rejection of
the proposal.

3.20 Transfer of Title

The title of ownership for the equipment furnished under the contract shall be passed to
MEA at the time of the Final Acceptance Certificate issued.

3.21 Change of Requirement

3.21.1 MEA may at any time instruct, in writing, the Contractor, to make necessary
changes within the general scope of the contract.

3.21.2 If any such change causes an increase or decrease in the cost of, or the time
required for, the Contractor's performance of any part of the work under the

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contract, an equitable adjustment shall be made in the contract price or delivery

time, or work completion time, or all, subject to mutual agreement by both parties.

If the unit price has already been stated in the offer, the cost of adjustment shall be
calculated according to the unit price. The contract and the Letter of Credit shall
accordingly be amended.

3.21.3 Any claim by the Contractor for such adjustment as stated in the preceding
paragraph must be asserted within 30 (thirty) days from the date of the
Contractor's receipt of the MEA's written instruction for the changes, otherwise
that claim will not be entertained.

3.22 Contract Amendments

No variation in or modification of the terms of the contract shall be made except by

written amendment signed by the parties.

3.23 Assignment

The Contractor shall not assign, in whole or in part, its obligations to perform under the
contract, except with MEA's prior written consent.

3.24 Subcontractors

3.24.1 The Contractor shall not assign or transfer the contract or any part thereof or any
benefit or interest therein or there under, any money due or become due under the
contract to any other person or persons.

3.24.2 The Contractor shall not be allowed to subcontract the whole of the work under
the contract. Except where otherwise provided by the contract, the Contractor
shall not subcontract any part of the work without prior written consent of MEA.
Such consent if given shall not relieve the Contractor from full and entire
responsibility under the contract.

If the Contractor desires to subcontract any part or parts of the work called for by
the contract, he shall notify MEA in writing to that effect and shall state in such
notice the nature and extent of the part or parts of the work called for by the
contract proposed to be subcontracted and name of the person proposed as
Subcontractor. Unless and until written approval which shall not be unreasonably
withheld is given by MEA, the Contractor shall not subcontract any part of the

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work. All requirements specified in the bidding documents shall be applicable to

Subcontractors also.

3.24.3 No contractual relation shall exist between MEA and the Subcontractors, and the
Subcontractors are not to enjoy any privileges conferred to the Contractor in the
contract.

Any work done by any subcontractor who has not been approved by MEA shall
be subject to rejection and/or stoppage. In such case the Contractor can not claim
delay or request for time extension of the contract completion date and/or make
financial claim to MEA.

3.25 Other Contracts

While work under the contract is in progress, MEAs forces may also be working in the
area or MEA may award other contracts for additional work. The Contractor shall
cooperate with other Contractors and MEA's employees and each shall coordinate his
own work to such other work as may be directed by MEA.

3.26 Correspondence

All written communications from the Contractor to MEA concerning this contract shall
be in triplicate and shall be addressed to:-

Director of Procurement Department

Metropolitan Electricity Authority
Building No.6, 4th Floor
121 Chakpetch Road
Bangkok 10200, Thailand.
Facsimile Nos. 66-2225-9990, 66-2225-5618, 66-2224-2468

3.27 Work Execution & Supervision of Installation

3.27.1
Unless specified otherwise in the Technical Specification, the Contractor shall, at
his own expense, provide all labor, power, tools, equipment, materials and
temporary work, including supervision, transportation of his personnel to or from
the project site(s), required for completion of the work. All loading, transporting
from the point of origin to the site(s) inclusive of landing, handling charges,
warehouse rent, customs clearance, and unloading, storage at the site(s), and
installation of all equipment, shall be the responsibility of the Contractor.

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3.27.2 The Contractor shall absolutely refrain from proceeding with the work without
MEA's approved drawings and/or specification which shall be kept at the
installation site where MEA's Acceptance Committee or MEA's Authorized
Supervisor may use them at any time.

3.27.3 The Contractor shall assign his authorized representative(s), acceptable to MEA,
to be on duty at the site throughout the period of the contract to supervise proper
performance of the works under the contract, and to carry out MEA's written
instructions given to the Contractor, and to solve all the problems at the site.

3.27.4 The Contractor's site representatives shall be one electrical engineer responsible
for supervision of construction/installation, erection and testing of the equipment.
The representative shall be qualified and having experience at least 3 years in the
similar work and shall be competent to supervise such work in careful, orderly
and systematic manner to a satisfactory completion, and shall be capable of
speaking, reading, writing and understanding English or Thai fluently.

3.27.5 The scope of responsibility of the Contractor's representative(s) is as follows:-

a) Supervise and be responsible for the installation, erection, adjustment, field

testing and commissioning of the equipment.

b) Prepare formulation sheets for a check list, test sheet, release form and field
report which are to be discussed with MEA before performing installation
work.

c) Submit a report summarizing the work performance from the beginning to the
completion of the supervision period together with any monthly physical
reports to MEA within one month after completion of the installation work or
final inspection. The report shall include the following:-

- Note on pending matters, i.e. faulty and omitted equipment, performance

deficiency, etc.

- Problems concerning installation performance.

- Photographs showing progress of installation work periodically until the

work is completed.

3.27.6 Each Contractor's representative shall remain on t he job site for at least 10 (ten)
working days after the work under the contract has been satisfactorily completed
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unless otherwise agreed upon by MEA. MEA may, in writing, withdraw its
approval on any selected Contractor's representative, and the Contractor shall
immediately change his representative without whatsoever demanding
compensation against any possible damage resulting from such change or without
taking the change as a relative cause for extending the work completion period. If
the Contractor wishes to change his representative, he shall in writing notify MEA
of such change.

3.27.7 MEA's Acceptance Committee or the Authorized Supervisor shall have the right
to inspect, at all times, the work during preparation or the work in progress and
the Contractor or his representative shall therefore provide necessary facilities and
assistance. The Contractor agrees that inspection by the Acceptance Committee or
the Authorized Supervisor does not, in any way, relieve the Contractor of his
liabilities under the contract.

3.27.8 If, before or during the progress of this work, inconsistencies or deviations are
found in the drawings and/or specifications attached to the contract, the
Contractor agrees to comply with the decision of the Acceptance Committee
or the Authorized Supervisor. The decision of the Acceptance Committee or
the Authorized Supervisor, if being in line with any of the contract drawings or
specifications, shall be regarded as final. The Contractor agrees to perform, at
no extra charge to MEA, the work which is not specified in the drawings or
specifications but is necessary for the completion of the work. Further, the part
which is inconsistent or not specified in the drawings or specifications shall not
be the main part, depending however on MEA's discretion.

3.27.9 The Acceptance Committee or the Authorized Supervisor shall have the authority
to inspect and supervise the execution of the work in accordance with the contract
drawings or specifications and to order any necessary change, modification,
addition and reduction of the work so as to conform to the stipulations in the
contract drawings & specifications. The Acceptance Committee or the Authorized
Supervisor has the right to temporarily order stoppage of the work. If the
Contractor refuses or fails to comply with his order and the delay occurred shall
not be taken as a cause for a request to extend the work completion period.

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3.28 Penalty for Late Completion

If the Contractor fails to meet any of the guaranteed completion date set forth in the
contract plus any extensions of time thereof authorized by MEA as provided in the
contract, the Contractor shall be subjected to the following actions to be taken by MEA:-
3.28.1 To penalize the Contractor at the rate of 0.2% (one-fifth of one percent) of the
total contract amount including Value Added Tax (VAT) per day of delay
until the date of the Work under the contract is completed.
3.28.2 To penalize the Contractor at the rate of 0.2% (one-fifth of one percent) of the
total contract amount including Value Added Tax (VAT) per day of delay until
the Substation Automation (SA) has successfully passed the Availability test.
However, the total penalty sum under sub-clause 3.28.1 and 3.28.2 shall not exceed 10%
(ten percent) of the total contract amount including Value Added Tax (VAT). Once
the maximum is reached, MEA may consider termination of the contract.
3.28.3 To claim the damages (if any), as a result of the delay, from the Contractor.

3.28.4 To claim the expenses as a result of the delay and in supervising the Work during
the period of delay until the Contractor delivers the completed work, at the rate of
THB 3,000.00 (Baht Three Thousand Only) per day.

Should, during the course of penalty, it appears that the Contractor may no longer be able
to complete the work in accordance with the contract, MEA reserves the rights to
terminate the contract.

3.29 Monthly Physical Progress Report

The Contractor shall submit to MEA within the first week of every month, a report on the
physical progress of the work. The report shall cover, but not be limited to, the
followings:-

a) Schedule of shipment and follow-up of shipment status.

b) Original and revised working schedules, payment schedules.
c) Actual work progress and payment both accumulated and monthly.
d) Invoices submitted in the month.
e) Foreseen obstacles and problems not yet solved and solution methodology.
f) Completion expectation of each stage.
g) Safety plan and agenda.
h) Other outstandings.

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3.30 Default

3.30.1 The Contractor shall be considered to be in default if he :

a) Fails to carry out the work in accordance with the contract within the time
specified herein or any extension thereof.

b) Refuses or fails to prosecute the work or any separable part of the work with
such diligence as will insure its completion within the time specified or fails to
complete the said work within such time.

c) Commits any breach or fails to comply with or observe the provisions of the
contract.

d) Notifies MEA in writing that he is unable or unwilling to complete the work.

e) Becomes insolvent or bankrupt or makes an arrangement or compositions with

its creditors, or being a corporation go into liquidation whether compulsory or
voluntary (except for the purpose of reorganization).

f) Gives or offers any money or benefit or forbearance to any employee of MEA.

3.30.2 Should the Contractor be in default under the contract, MEA, at its sole discretion,
may take any one or more of the following actions:-
a) Suspend payments under the contract. Suspension may be continued until the
default has been rectified.
b) Take part of the work out of hands of the Contractor. MEA may either
complete the work itself or may contract with or employ any persons other than
the Contractor to execute and complete the said work or portion thereof.
c) Use its own forces or permit others to take possession and use any complete or
partially complete supplies and equipment the Contractor has specifically
produced or acquired for the contract, for the purpose of completing the work
required under the contract.
d) Proceed in accordance with SECTION 4.

3.30.3 The Contractor shall be liable to MEA for all damages, liquidations under the
terms of the contract and otherwise, including increased administrative costs
suffered by MEA as a result of the Contractor's default.

3.30.4 Upon direction of MEA, the Contractor shall protect and preserve property in his
possession which MEA may use in completing the contract.

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3.30.5 On completion of the work, all properties of the Contractor used in accordance
with Clause 3.30.2 and are not incorporated in the work and the surplus supplies
belonging to the Contractor which are appropriated for the work shall be returned
to the Contractor, but MEA will not make any payment or allowance to the
Contractor for the fair wear and tear sustained by the property while in MEA's
possession.

3.30.6 If the Contractor is in default under the contract, and if MEA does not terminate
the contract, the Contractor shall proceed with the work or with that part of the
work that has not been terminated by MEA, as the case may be, but shall remain
liable to MEA for all damages, liquidations and otherwise, occurring to MEA by
reason of the Contractor's default.
3.30.7 The afore-mentioned damages may be recovered by MEA from the Contractor by
judicial action, or without prejudice to that right, deducted from any money due or
becoming due to the Contractor under the contract, or obtained from any
Performance security on deposit with MEA, or after use of the property and
materials of the Contractor for completion of the work, as provided in the contract
such property and materials may be sold and the proceeds applied to any
remaining obligations of the contract.

3.30.8 Termination of the contract shall revoke the Contractor's right to proceed with the
work and shall discharge MEA from future performance of its part of the contract
but will not relieve the Contractor from liability in damages for his default or
prejudice any rights of MEA.

3.30.9 MEA may exercise any or all of the foregoing rights to the extent necessary to
satisfy the full amount of any obligations of the Contractor, and if any balance
remains owing to MEA, the balance may be collected by suit against the
Contractor.

3.31 Liability of the Contractor

The Contractor shall be liable for damages of whatsoever nature in respect of death or
injury of any person or loss of or damage to any property caused by any act or
negligence of the Contractor or the Contractors employees, subcontractors or agents
arising in any manner connected with the performance of the Contract.

3.32 Limitation of Liability

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Neither the Contractor nor MEA shall be liable for indirect or consequential loss or
damage, namely loss of use, loss of production, loss of profits and interest cost as a result
of the performance or non-performance of the obligations imposed pursuant to this

Contract.

3.33 Force Majeure

3.33.1 The Contractor is not responsible for delay or non-delivery of all or any part of the
materials or equipment not due to the Contractor's fault, but caused by war,
blockade, revolution, insurrection, civil commotions, riots, mobilizations, strikes,
lockouts, Acts of God, plague or similar epidemics, embargo, or Acts of
Government. However, any extended delay which is consequential to the delay
caused by Force Majeure does not relieve the Contractor's responsibility. The
Contractor shall, within fifteen (15) days after such Force Majeure has ended,
notify MEA in writing accompanied by the relevant documentation of cause of
delay. MEA shall decide the facts and extent of delay or non-delivery and the
decision shall be binding upon the Contractor. Statement notifying such Force
Majeure shall be notarized or attested by reliable institution and also be legalized
by the Royal Thai Embassy.

3.33.2 The time allowed for Force Majeure shall not exceed 3 (three) consecutive
months, otherwise the contract may be terminated and the liability of MEA under
the contract shall end on such termination.

3.34 Extension of Time by Employer

3.34.1 If, by reason of any of the following:-
a) negligence, default, or delay on the part of MEA,
b) any unpreventable accident or fire,
c) a lawful order of civil or military authorities,
d) war, insurrection, riot or civil commotion or delay caused thereby,
e) strikes,
f) delay caused by late or non-delivery of supplies for reasons listed under
FORCE MAJEURE, or
g) late approval from the Authorities concerned,
h) any other circumstances beyond the Contractor's control,

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the Contractor claims that he has been unduly delayed in the progress of work, he
shall make written request to MEA for an extension of time for completion of the
work if such is sizable.

3.34.2 Should MEA consider such claim to be valid, MEA will grant extension of time
as may deem reasonable, without thereby prejudicing or in any manner affecting
the validity of the contract. No grant will be made unless the Contractor makes
written request within 15 (fifteen) days from the occurrence of the event which is
claimed to have caused the delay, loss or damage has ended.

3.34.3 MEA will not pay money compensation due to any circumstances.

3.35 Right to Operate and Use Unsatisfactory Materials or Equipment

If, after installation, the operation or use of the materials or equipment proves to be
unsatisfactory, MEA shall have the right to operate or use such materials or equipment
until correction of defects, errors or omissions by repair or by partial or complete
replacement can be made without unreasonable interference with MEAs operations.

3.36 Test Equipment

The Contractor shall furnish all test equipment necessary in performing site tests and
commissioning test.

All test equipment used by the Contractor on site shall be made available to MEA by the
Contractor during the period of the tests but they shall remain the property of the
Contractor.

3.37 Spare Parts and Special Tools

The Contractor shall furnish the spare parts and special tools for maintaining and
repairing work.

The list of recommended spare parts and special tools complete with prices shall be
elaborated by the bidder under the appropriate PRICE SCHEDULE in SECTION 6. The
Contractor shall submit a guarantee for spare parts availability during a period of 10 (ten)
years after issuance of final acceptance of the work.

The spare parts and special tools shall be packed separately from materials and
equipment to be installed, otherwise the contractor shall be responsible for repacking and
all damages cost.

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3.38 Protests

If the Contractor considers any work demanded of him to be outside the requirements of
the contract, or considers any record or ruling of MEA or of the inspector to be unfair, he
shall immediately upon such work being demanded or such record or ruling being made,
ask in writing, for written instructions or decision, and upon receipt of such written
instructions or decision, he shall proceed without delay to perform the work or to
conform to the record or ruling. Within 30(thirty) calendar days after date of receipt of
the written instructions or decisions (unless MEA shall grant a further period of time
prior to commencement of the work affected) he shall file a written protest with the
MEA, stating clearly and in detail the basis of his protest. Except for such protest as are
made of record in the manner herein specified and within the time limit stated, the
records, rulings, instructions or decisions of MEA shall be final and conclusive.
Instructions or decisions of MEA contained in letters transmitting drawings to the
Contractor shall be considered as written instructions of decisions subject to protest as
herein provided.

3.39 Governing Language

3.39.1 The Contract shall be written in English.

3.39.2 All literatures, correspondences and other documents pertaining to the contract
which are exchanged by the parties shall be written in English.

3.40 Applicable Law

The contract shall be construed and governed by the LAWS OF THE KINGDOM OF
THAILAND.

3.41 Statutory Requirements

The Contractor shall abide by all laws currently enforced in Thailand and to all
regulations, by-laws, city ordinances or orders made thereunder, and to the lawful
requirements of any Government authorities, in anyway effecting or applicable to the
Contractor or his operations in Thailand.

3.42 Contractor's Employees

Employment of all workmen by the Contractor shall conform to the provisions of the
Labour Act currently applied in The Kingdom of Thailand.

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3.43 Safety and Health

3.43.1 The Contractor shall follow the laws, regulations and city codes, etc. concerning
safety and health which are applicable in BANGKOK, Thailand.

3.43.2 The Contractor shall hold a training course of safety procedure during the
performance of the work and the warranty period.

3.43.3 The Contractor shall maintain an accurate record of, and shall report to MEA all
cases of death, occupational diseases or traumatic injury arising out of or in the
course of employment incident to performance of work under the contract.

3.43.4 The Contractor shall indemnify and held MEA harmless for any and all losses,
damages, or liability on account of personal injury, death or property damage, or
claims for personal injury, death, or property damage of any nature whatsoever
and by whomsoever made, arising out of the activities of the Contractor, his
employees, subcontractors, or agents under the contract. Such indemnity shall
include, but shall not be limited to, the failure of the Contractor, his employees,
subcontractors, or agents to comply with the safety requirements contained in this
solicitation.

3.44 Contractor's Cost Data

For work performed at the site, MEA, through authorized agents, shall have access to all
payrolls, records of personnel, invoices of materials, records of plant and equipment, and
any and all other data relevant to the performance of the contract or necessary to
determine its cost.

3.45 Export Licenses, Permits and Responsibility for Work

The Contractor shall be responsible for obtaining export licenses and permits required for
the prosecution of the work. He shall be responsible for all damages to persons or

properties that occur as a result of his fault or negligence in connection with the
prosecution of the work. He shall also be responsible for all materials delivered and work
performed until the issuance of the Final Acceptance Certificate(s).

3.46 Work Schedule

3.46.1 All materials and equipment shall be readily procured on hand by the Contractor to
enable the work smooth timely. Failure to comply with the aforesaid requirement
cannot be claimed for any leniency from MEA, in any case.

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3.46.2 The detailed work schedule as well as breakdown costs of installation equipment
shall be made available by the Contractor and approved by MEA prior to the
work.
3.47 Temporary Office for Employers Officials
Prior to the construction, the Contractor shall build the temporary office in the project
area or rent an office space in nearby area of adequate working space together with
running water, sewer connection, flushing W.C., electric wiring fixtures, outlets, air
conditioner and all necessary office supplies for MEA officials in charge of construction
supervision.

The Contractor is to ensure that no labour camps are established within the project area.

3.48 Clearing of Obstructions

All materials and properties at the site shall belong to MEA, except as otherwise
specified.

3.49 Loss of and Damage to Properties

The Contractor shall bear full responsibility for prompt compensation of any loss and
damage that occurred to MEA's or others' properties relevant to this work. Failure to
comply with the aforesaid requirement can cause suspension of payment to the
Contractor until such action has been fulfilled.

The Contractor shall also provide security guards to prevent any loss and damage to
MEAs properties during installation phase until MEA accepts the work.

3.50 Electricity, Water Supplies and Facilities

Electricity and water supplies and any other facilities to be used for this work shall be
under the responsibility of the Contractor. The Contractor shall apply temporary
electricity (30 (100A) 3 phase 4 wires) from MEAs district office.

3.51 Working Labels and Warning Signs

The Contractor shall make and install working labels and warning signs that can be
clearly visible during both day time and night time. Particularly the working labels and
warning signs shall conform to the regulations of providing sign and signal for road
construction and repair including public utility work of government service and state
enterprise of National Safety Council of Thailand. In case of any accidents or damages
caused to the properties/workers of the Contractor, or to the others properties/others, the
Contractor shall take full responsibilities.

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3.52 Approval of Materials for Civil Work

The Contractor shall supply data and samples of materials to MEA for approval at least
21 (twenty-one) days in advance before actual construction. Delay in granting approval
caused by slow submission of or incorrect data or samples on the Contractors part shall
not be claimed for any compensations thereof or any extension of the contract.

In case of force majeure and the Contractor is unable to supply the materials specified in
this Clause, a written notice together with evidences shall be at an earliest date submitted
to MEA for further consideration and approval to supply materials and equipment of
equal or better quality at no extra charges. Also the incident shall not be claimed by the
Contractor for an extension of the contract.

3.53 Confirmation

In order to have the work done in conformity to the contract and meet the requirements
and intent of these specifications, if the Contractor does not understand or has any doubts
about the work being done, he shall seek the clarification and confirmation from MEAs
supervisor before proceeding.

3.54 Failure to Meet Performance Guarantee

If MEA elects to accept work which does not meet any performance guarantee or which
does not meet other requirements of the contract documents, as may be determined by
factory test, field test or operation under service conditions, appropriate adjustment
will be made of the contract price for such equipment, provided that no such adjustment
will be made until after the Contractor has been given a reasonable opportunity to repair,
improve, or replace defective work or parts thereof wherever practicable.

3.55 Acceptance Test

When the installation, all clean-up work, adjustment and individual equipment tests have
been fulfilled, the Contractor shall perform the field test and commissioning of the
equipment, at his own expense, to the satisfaction and in the presence of MEA's
Acceptance Committee.

If tests show that the requirements or guarantees have not been met, the Contractor shall
at own expense, make all necessary corrections. Additional tests shall then be made to
demonstrate to MEA's satisfaction the effectiveness of these corrections.

All expenses incurred by labour cost and equipment necessary for the tests and additional
test shall be for the Contractor's account.

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3.56 Site Clean Up

After the work has been completed, the Contractor shall clean-up and maintain the site in
a clean and sanitary condition for MEAs use.

Surplus of all imported materials and equipment paid by MEA, as well as surplus of
materials and accessories accompanied with the local supplied equipment shall belong to
MEA's properties. Nevertheless, in case whichever of the said surplus are found
inessential to MEA, the Contractor himself shall be responsible for their removal during
the site clean-up.

3.57 Acceptance of Work and Final Acceptance Certificate

Within 30 (thirty) days after MEA is satisfied that all materials and equipment have been
assembled, installed and tested and other related works are completed in accordance with
the requirements of the contract, or agrees to accept the equipment under the provision
"Failure to Meet Performance Guarantee", it will issue a written "Final Acceptance
Certificate". The issuance of the Final Acceptance Certificate shall not relieve the
Contractor of his obligations and responsibilities as set out in SECTION 5. SPECIAL
CONDITIONS of this solicitation.

3.58 Contractor's Liabilities after Work Completion

In case of defects or damages to the work and equipment within the warranty period
through the Contractor's faults or due to inferior quality of the equipment, or
workmanship, the Contractor shall, with all possible speed, remedy the defects or
damages, to MEA. If the Contractor fails or refuses to make the remedy within 7 (seven)
days counting from the date of MEA's written notice or cannot complete the remedy
within the time stipulated by MEA, MEA reserve the rights to employ a new Contractor
to continue the remedial work.

The Contractor's liabilities shall continue for an extension of time as specified in Clause
3.5.3. If MEA exercises the right to employ a new Contractor as stipulated in Clause
3.30, the Contractor agrees to pay to MEA the wages, the costs of materials, cost of work
supervision and other expense (if any) that MEA has incurred and the Contractor is still
under the liability in accordance with this clause as if the work performed by the new
Contractor was performed by himself.

3.59 Maintenance Guarantee

The Contractor shall deposit with MEA a Maintenance Guarantee Security to guarantee
prompt maintenance and repair of any defects and failure that occurring during a period
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of 3 (three) years after the expiration date of the Performance Security, as specified in
Clause : Maintenance Guarantee Security, Section 5. The Maintenance Guarantee shall
be issued in the following forms, either;

a) Cash in Baht; or

b) Certified Cheque or Bank Draft marked account payee only, and in favour of MEA
payable through a commercial bank in Thailand; or

c) Bank Guarantee issued by a commercial bank in Thailand in complete accordance

with Clause 4.5 attached.

3.60 Advance Payment Security

The Contractor shall deposit with MEA an Advance Payment Security in the same
currencies and equivalent amount as the advance payment being made by MEA under the
contract. The security shall be issued in the followings forms, either;

a) Cash in Baht; or

b) Certified Cheque or Bank Draft marked account payee only, and in favour of MEA
payable through a commercial bank in Thailand; or

c) Bank Guarantee issued by a commercial bank in Thailand in complete accordance

with Clause 4.4 attached.

The security for the advance payment shall be valid and remain in full effect from its date
of advance payment under the contract until all supplies and services of the work have
been successfully completed as specified in the Contract.

SECTION 3: GENERAL CONDITIONS (e-Auction: T/K) OCT 2016