CONTRACT NO.

:GHANA-PIEP-AVR&UPS

SUB-CONTRACT DOCUMENT
SUPPLY AND INSTALL UPS AND AVR

FOR

PHYSICAL INFRASTRUCTURE ENHANCEMNET

PROJECT FOR PARLIAMENT OF GHANA

Employer: Parliament of Ghana

Consultant Engineer: ADK Consortium
Main Contractor: China State Hualong Construction (Gh) Ltd
Subcontractor: SOLLATEK ELECTRONICS (GH) LTD.

April 2019
 Sub-Contract Agreement
This Subcontract Agreement is made on April 2019 by and between:

China State Hualong Construction (GH) Limited, whose registered office is situated at P.O.
Box 10128, Accra-North, Ghana (hereinafter called the Main Contractor) of one party, and

SOLLATEK ELECTRONICS (GH) LTD., whose registered office is situated at P.O Box AN 8693,
Accra-North, 10 YIYIWA STREET, ABELENKPE, Accra, Ghana (hereinafter referred to as the

Sub-Contractor) of the other party.

In accordance with relevant laws and administrative regulations of Ghana, and in light of the
principles of equality, free will, fairness and reliability, it has been agreed as follows:

SUPPLEMENTAL to the Main Contract made between Parliament of Ghana (hereinafter

called the “Client”) of the one part and China State Hualong Construction (Gh) Ltd
(hereinafter called the “Main Contractor”) as the other part.

WHEREAS the Main Contractor is desirous of entering into a Contract with the Sub-
Contractor for the execution of Supply and Install UPS and AVR to the Physical
Infrastructure Enhancement Project into Parliament of Ghana (hereinafter referred to
as “Sub-contract Works”) and which form part of the works (herein referred to as the
“Main Contract Works”).

Terms and Conditions of Contract Agreement

1. Information of the Works

Project Name: Physical Infrastructure Enhancement Project.

Project Location: Parliament of Ghana, Parliament House，Accra.

Name of Client: Parliament of Ghana.

The Scope of works shall include but not limited to the following: Details in the BOQ and
Contract drawings.

The quality control of the works: The works shall be of good quality and all the material and
equipment supplied to site and the works carried on site shall meet the relevant specification
and requirement of Ghana.

2． Contract Duration

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According to the requirements of Main Contract, sub-contractor shall ensure that the main
Contract works will be completed and handed over on time for a period of Six (6) Months.

3. Contract Price

3.1 The sub-contract price for carrying out the works as specified in Bill of Quantities,
Specifications and Drawings are in the Sum of Two Hundred Eighty-Nine Thousand, Two
Hundred and Twenty-Three US Dollars, Ninety-three Cents (289,223.93 USD).

3.2 Form of Contract: This Sub-contract price is fixed and price adjustment is not applicable
herein.

3.3 All the materials required to complete the contract works shall be deemed to be included
in the contract and no claim for additional quantities and materials shall be entertained.

3.4 The contract shall be paid in Ghana Cedis with the exchange rate between US Dollars and
Ghana Cedis issued by Barclays Bank in accordance with the exchange rate of the previous
day for payment.

4. Quality of the Works and Acceptance

4.1 The works shall be conducted strictly in accordance with shop drawings and relevant
technical specification to meet the requirement of construction and acceptance standard as
well as quality control and evaluation standard. The works completed shall be in conformity
with the current acceptance standard in the Republic of Ghana.

4.2 The Main Contractor shall have the right to stop the works if quality of the works
including material and construction quality could not meet their requirement specified in the
contract and quality standard in the Republic of Ghana.

4.3 The clients Consultant shall give final approval of the works for Acceptance and
Certification.

4.4 The Sub-Contractor shall bear all the cost for re-works and rectify them without
extending the contract duration. The Sub-Contractor shall also be liable for all the
responsibilities arising from same.

4.5 The Sub-Contractor shall notify the Main Contractor and client for handing over officially
upon completion of the contract works and the Main Contractor and client shall make
arrangement for acceptance of the works within three working days and issue taking-over
certificate. The Main Contractor shall inform the Sub-Contractor in writing, if the process of

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acceptance could not be done in due course under which the Sub-Contractor shall protect
the finished products on site before handing over.

4.6 The UPS and AVR shall be SOLLATEK Brand. Before performing the contract, the Sub-
contractor shall submit technical documents to the Consultant for confirmation and written
approval, and copy the written approval to the Main Contractor.

5．Payment Terms

5.1 30% of the Sub- contract price as advanced payment shall be paid in 14 Working days
after signing the contract backed by bank as a guarantee. The guarantee of advanced
payment will be released when products are confirmed and approved on site.

5.2 40% of Sub-Contract Price shall be made upon successfully installation, testing, and
commissioning of the Contract works and when receiving taking-over certificate from the
Main Contractor, the Consultant and the Client.

5.3 20% of Sub-Contract Price shall be made in 7 working days after completion documents
are submitted to the Client and the Main Contractor.

5.4 5% tax will be withheld from the Sub-Contract from each payment, when the sub-
contractor provide tax exemption letter of 5% tax issued by GRA, the 5% tax shall not be
taken.

5.5 5% of the Sub-Contract Price shall be deducted from each payment as retention and will
be made to the Sub-Contractor without interest after defect liability period.

5.6 The Sub-Contractor shall provide the Main Contractor with valid and accepted invoice
before payment is made and the total value of invoice shall be equal to the Sub-Contract
price.

5.7 The cost of all the equipment to be supplied by the Sub-Contractor and installation shall
include 3% VAT & NHIL.

6. Main Contractor’s Right & Obligation.

6.1 The Main Contractor and client shall make the payment in compliance with the
conditions of the contract.

6.2 The Main Contractor and client will control and supervise the quality of works, contract
duration and safety production.

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6.3 The Main Contractor shall organize his team to accept the works completed by the Sub-
Contractor together with the client once the Main Contractor receives the official notification
for handing over from the Sub-Contractor.

7. Sub-Contractor’s Right & Obligation

7.1 The Sub-Contractor shall use his own tools and PPES (Including helmet, overall, reflector,
safety boots, etc.) The Sub-Contractor shall provide the safety and protective facilities for
their staff that come into the project site, and bear the responsibility to the sent staff.

7.2 The Sub-Contractor shall assign one of his engineers to coordinate with the Main
Contractor and client on site and has to be responsible for all incidents & accident caused by
his negligence and compensates for all losses.

7.3 The Sub-Contractor’s staff shall obey the field management of the Main Contractor. For
the Sub-Contractor’s personnel who do not conform to the field management directions and
instructions, the Main Contractor shall have the right to require the Sub-Contractor to
replace the personnel.

7.4 The Sub-Contractor shall abide by the site management rules made by the Main
Contractor and shall be responsible for the security of his own materials & working tools as
well as any safety and incidents which occurs during the work. The Sub-Contractor shall be
responsible for all the expenses arising from the above.

7.5 The Sub-Contractor shall submit to the Main Contractor and client technical
documentation, manuals and testing report upon completing the contract works.

7.6 The Sub-Contractor shall not change the materials specified in the Bills of Quantities and
the Specification Documents without the Main Contractor and client’s written permission.

7.7 The Sub-Contractor default terms:

(a) If without a reasonable cause he wholly suspends the carrying out of the sub-contract
works before the completion thereof; or

(b) If he fails to proceed regularly and diligently with the sub-contract works;

(c) If he refuses or persistently neglects after notice in writing from the Main Contractor to
remove defective work or improper material then if such default shall continue for ten (10)
days after notice by registered post or recorded delivery specifying the default has been
given to him by the Main Contractor, the Main Contractor may without prejudice to any

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other rights or remedies thereupon by notice by registered post or recorded delivery
determine the employment of the Sub-Contractor under this Sub-contract and take the work
into his own hands and thereupon engage other persons as Sub-Contractors to finish and
complete the same at the expense of the Sub-Contractor. And the Sub-Contractor shall in
such event be liable to pay and make good to the Main Contractor, all such sums of money as
may be extended to him in finishing and completing the said sub-contract Works aforesaid
over and as such as would have been payable to the Sub-Contractor under the agreement if
he had completed the whole works himself and shall in addition pay to the Main
Contractor ,a sum calculated at the rate stated in the Appendix as ascertained and liquidated
damages for each and every week after the final authorized date until the said work be
completely finished by such other persons as may be employed by the Main Contractor as
Sub-Contractors.

8. Quality Assurance period

8.1 Quality Assurance Period shall be 24 months from the date of signature of Handing-over
Certificate by the Client, the Consultant and the Main Contractor. The Sub-Contractor shall
carry out the repair works without additional cost to the client within the Defects Liability
Period.

9. Liquidated Damages

9.1 Liquidated damages shall be 0.05% of contract price per day in case of late completion, or
failure to complete. The maximum amount of liquidated damages is 2.5% of the Subcontract
Price.

9.2 The Main Contractor and client shall have the right to terminate the contract if the period
of delay of completing the contract works is going to affect the handing over of main contract
works.

10. Force Majeure

If the Sub-Contractor shall not complete the contract works within the contract duration due
to any force majeure, a notification shall be made available to the Main Contractor and client
in reasonable time with proof, then the contractor shall be free from claims.

11. Arbitrations/Disputes

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Both parties shall discuss and negotiate for any disputes and be in accordance with the terms
and conditions of the contract agreement. If neither party is satisfied with the arbitration
result, they may submit the dispute to any court having jurisdiction over the project.

12. Variations and Remedying Defects

The Sub-Contractor shall carry out all alterations, omissions or variations under the written
instruction from the Consultant Engineer or the Client in accordance with the provisions of
the Main Contract and submit the quotation to the Main Contractor within seven (7) working
days after receipt of the related instruction.

The Main Contractor may at any time prior to the expiry of the period stated in the contract
notify the Sub-Contractor of any defects or outstanding work. The Sub-Contractor shall
remedy at no cost to the Main Contractor any defects due to the sub-contract’s design,
Materials, Plant or workmanship not being in accordance with the sub-contract.

The cost of remedying defects attributable to any other cause shall be valued as a Variation.
Failure to remedy any defects or complete outstanding work within a reasonable time of the
Client and Main Contractor notice shall entitle the Main Contractor to carry out all necessary
work at the Sub-Contractor’s cost.

13. Extension of Time

If the Sub-Contractor shall be delayed in the execution of the sub-contract works by:

(a) Reasons of any kind of extra or additional work ordered by the consultant engineer or by
any act or omission of the Main Contractor or his agents; or

(b) any reason (except delay on the part of the Sub-Contractor) for which the Main
Contractor could obtain an extension of time for the completion of the Main Contract, then
the Main Contractor shall , but with the consent of the consultant engineer, grant a
reasonable extension of time for the completion of the works.

14. Completion

The Sub-Contactor shall commence the sub-contract works within an agreed time or if none
is agreed, then within a reasonable time after receipt by him of an order in writing under the
sub-contract from the Main Contractor to that effect and shall proceed with due expedition.
The Sub-Contractor may notify the Main Contractor and client when he considers that the
works are complete.

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The Sub- Contractor works shall be completed before November 30th, 2019.

15. Sub-Contractor to indemnify Main Contractor

The Sub-Contractor shall indemnify the Main Contractor against:-

(a) any breach, non-observance or non- performance by the Sub-

Contractor, his servants or agents of the said provisions of the Main Contract;

(b) any act, error or omission of the Sub-Contractor, his servants, or

agents which involves the Main Contractor in any liability to the client under the Main
Contract;

(c) any claim, damage ,loss or expense due to or resulting from negligence
or breach of duty on the part of the Sub-Contractor, his servants or agents;

(d) any loss or damage resulting from any claim under any statute in force
for the time being by employees of the Sub-Contractor in respect of personal injury arising
out of or in the course of his employment.

16. Provision of Water, Power and the like for Sub-Contract Works

The Main Contractor shall provide all necessary facilities for the Sub-Contractor to carry out
the Works, including scaffolding, water, lighting and security. The Sub-Contractor shall pay
the Main Contractor reasonable fees negotiated and agreed by both parties.

17. Sub-Letting of Sub-Contract Work

The Sub-Contractor shall not assign this sub-contract or sub-let the sub-Contract Works or
any portion of the same without the written consent of both the Main Contractor and the
Consultant Engineer.

18. As-Built Document

The Sub-Contractor shall submit the As-Built Document in accordance with the quantity and
detailed requirements under the Main Contract. The hard copy of the As-Built Document
shall include as-build drawings, equipment manual, maintenance manual, test report,
training record, etc. The soft copy shall contain pictures and training videos on key locations
and construction process affecting the maintenance apart from the contents of hard copy.
Equipment, pipeline, marking piles and other facilities shall conform to the relevant
regulations and be consistent with the As-Built Document. The identification and completion
data should be consistent. The marking and As-Built Document should be kept consistent.

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19. Others

The Sub-Contractor shall furnish the Main Contractor and client with Works Guarantee Form
upon handing over the project and the client has the right to extend time for settlement of
late submission.

The contract agreement shall be made in two original copies for each party with same legal
effects.

At the time of termination of Sub Contract, all Claims and Settlements due the Sub Contract
shall be effect. This is without prejudice to the Main Contractor rights to the Contract.

As nominated installer by client, the Sub-Contractor is deemed to take account for the
contractor and all the risk and shall perform their obligation strictly according to the
specification.

For any works not contracted under this contract, supplementary agreement shall be signed
by both parties to assure the smooth performance for this contract.

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In Witness whereof the parties thereto have caused this Agreement to be executed the day and year first before
written.

For the Main Contractor For the Sub-Contractor

China State Hualong Construction (GH)

SOLLATEK ELECTRONICS (GH) LTD.
Ltd

Name: Name:

Designation Designation

Signature Signature

Witnessed by Witnessed by

Name Name

Designation Designation

Signature Signature

Date: Date:

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