Tender Ref.

: A0600352015

ANNEX D

FORM OF WARRANTY AGREEMENT

THIS DEED OF WARRANTY is made on the ……….....…… day ….…..…..…… of 20 …

BETWEEN

[….….…………….…………………………………….…..] [of]/[whose registered office is at]

[….….…………….…………………………………….…..] (“Sub-contractor”)

AND

The Government of the Hong Kong Special Administrative Region of the People’s Republic
of China (“Government”)

WHEREAS

(A) By a contract dated [……………….] (“Contract”) made between (1) the

Government and (2) […………………………….……………….] (“Contractor”),
the Contractor has agreed to supply liquefied petroleum gas light buses
(“Vehicles”) to the Government upon the terms and conditions contained in the
Contract.

(B) The Sub-contractor has had an opportunity of reading and noting the provisions of
the Contract (other than details of the Contractor’s prices and rates).

(C) Pursuant to the Contract, the Contractor wishes to enter into an agreement with the
Sub-contractor (“Sub-contract”) for the Sub-contractor to carry out and complete a
part of the Vehicles or to provide maintenance and after-sales services for the
Vehicles as more particularly described in the Sub-contract (“Sub-contract Work”).

(D) It is a term of the Contract that the Contractor shall procure the Sub-contractor to
execute this deed of warranty (“Warranty”) in favour of the Government.

Now IT IS AGREED as follows–

(1) The Sub-contractor warrants and undertakes to the Government that–

(a) it has executed and completed and will execute and complete the Sub-contract
Work, and has carried out and will carry out each and all of the obligations, duties
and undertakings of the Sub-contractor under the Sub-contract when and if such
obligations, duties and undertakings shall become due and performable, in
accordance with the terms of the Sub-contract (as the same may from time to time
be varied or amended with the consent of the Government); and

(b) it will supply the Government with all information as the Government may
reasonably require from time to time in relation to progress of the Sub-contract
Work.

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(2) The Sub-contractor undertakes to indemnify the Government against each and
every liability which the Government may have to any person whatsoever and
against any claims, demands, proceedings, loss, damages, costs and expenses
sustained, incurred or payable by the Government provided that the Sub-contractor
shall have no greater liability to the Government by virtue of this Warranty than
the liability of the Contractor to the Government under the Contract in so far as
and to the extent that the same has arisen by reason of any breach by the Sub-
contractor of its obligations under the Sub-contract or any negligence or willful
default on the part of the Sub-contractor, its employees, agents, and sub-sub-
contractors.

(3) No allowance of time by the Government hereunder or by the Contractor under the
Sub-contract nor any forbearance or forgiveness in or in respect of any matter or
thing concerning this Warranty or the Sub-contract on the part of the Government
or the Contractor, nor anything that the Government or the Contractor may do or
omit or neglect to do, shall in any way release the Sub-contractor from any liability
under this Warranty.

(4) The Sub-contractor agrees that it will not without first giving the Government not
less than 21 days’ prior notice in writing exercise any right it may have to
terminate the Sub-contract or treat the same as having been repudiated by the
Contractor or withhold performance of its obligations under the Sub-contract.

(5) (a) In the event that the Contract or the employment of the Contractor under the
Contract is terminated for any reason whatsoever and if so requested by the
Government in writing 21 days of such termination, the Sub-contractor shall carry
out and complete its obligations under this Warranty and shall enter into a
novation agreement with the Government and the Contractor in which the Sub-
contractor will undertake inter alia to perform the Sub-contract and be bound by its
terms and conditions as if the Government had originally been named as a
contracting party in place of the Contractor. The said novation agreement will be
in such form as the Government may reasonably require.

(b) The Government is not bound to request the Sub-contractor to enter into a
novation agreement pursuant to Clause 5(a). Regardless of whether it does so, the
Government shall not be responsible for any losses or damage suffered by the Sub-
contractor arising from the termination of the Contract.

(6) The provisions of this Warranty shall be without prejudice to and shall not be
deemed or construed so as to limit or exclude any rights or remedies which the
Government may have against the Sub-contractor, whether in tort or otherwise.

(7) In the event of any ambiguity or conflict between the terms of Sub-contract and
this Warranty the terms of this Warranty shall prevail.

(8) Nothing contained in this Warranty shall vary or affect the Sub-contractor’s rights
and obligations under the Sub-contract.

(9) The Government shall be entitled to assign the benefit of this Warranty at any time
without the consent of the Sub-contractor being required.

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(10) The address for service of all documents arising out of or in connection with this
Warranty shall be–

(a) upon the Government at […………………………….….……………] Hong Kong.

(b) upon the Sub-contractor at [……………………….……….…………] Hong Kong.

(11) The Government and the Sub-contractor may change their respective nominated
addresses to another address in Hong Kong but only by prior written notice to each
other. All notices must be in writing.

(12) This Warranty shall be governed by and construed according to the laws for the
time being in force in Hong Kong, and each of the parties hereto submits to the
non-exclusive jurisdiction of the courts of Hong Kong in relation to any dispute
arising from this Warranty or the Contract.

(13) Unless the context otherwise requires, terms and expressions appearing herein
shall bear the same meaning given to them in the Contract.

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IN WITNESS whereof this Warranty has been executed as a deed on the date first above
written.

THE COMMON SEAL of )

[ the Sub-contractor ] )
was affixed hereto in )
the presence of : )

……………………………………………………………………
Director (Name)

……………………………………………………………………
Director/Secretary (Name)

SIGNED, SEALED AND DELIVERED )

for and on behalf of the Government by [ ] )

…………………………………………………………………
[Name]
[Occupation]

(name and appointment of officer) in the presence of : )

……………………………………………………………………
[Name]
[Occupation]

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