Our Ref : QJE&C(M)/FORESTCITY-P30-1/LOA-03

23.4. If the Sub-Contractor shall execute any work to or in connection with Sub-Contract Works
(whether permanent or temporary) as required by the Architect or rendered necessary by
reason or any defects, shrinkages or other faults in the Main Contract works due to, but
not limited to, materials or workmanship not being in accordance with the Main Contract,
then the Contractor shall pay to the Sub-Contractor the cost of the execution of such
work.

24.0 THIRD PARTY CLAIMS AND INDEMNITIES

24.1. The Sub-Contractor shall be liable for and shall indemnify the Contractor against any
damage, claims, liability, loss, proceedings or expense whatsoever in respect of any
personal injury to or the death of any person whomsoever arising out of or in the course
of or by reason of the carrying out of the Sub-Contract Works, insofar as it is not due to
any negligent or willful act or omission or breach of this Sub-Contract by the Contractor,
its servants or agents or any other sub-contractor directly or indirectly employed by the
Contractor or its servants or agents.

24.2. The Sub-Contractor shall be liable for and shall indemnify the Contractor against any
damage, claims, liability, loss, proceedings or expense due to injury or damage of any
kind to any property real or personal insofar as such injury or damage arises out of or in
the course of or by reason of, the carrying out of the Sub-Contract Works and insofar as it
is not due to any negligent or willful act or omission or breach of this Sub-Contract by
the Contractor, its servants or agents or any other sub-contractor directly or indirectly
employed by the Contractor or its servants or agents.

24.3. The Sub-Contractor shall indemnify the Contractor against any claim, damage, loss of
expense arising from any negligence of breach of duty or non-performance including
that of his servants or agents.

24.4. In the event of the Sub-Contractor’s repudiatory breach or withdrawal from the
performance of the Sub-Contract, the Sub-Contractor shall indemnify the Contract for all
cost, expense, damages, loss and costs incurred in relation to such repudiatory breach or
withdrawal.

24.5. For the avoidance of doubt, the indemnities under this Clause 24 shall not be defeated or
reduced by reason of any supervision afforded by the Contractor in respect of the Sub-
Contract Works.

25.0 INSURANCES

25.1. Save as otherwise provided, the Contractor shall provide the Contractor’s All Risks
Insurance and Workmen’s Compensation Insurance for the Main Contract (the
“Insurance Policies”), which includes the Sub-Contract Works. The Sub-Contractor
shall examine and satisfy himself as to the adequacy of coverage and shall procure
additional coverage which he may deem necessary to cover for any risks and liabilities
which have either been excluded from or inadequately covered by the Insurance Policies,
at his own expense. Any insurance that the Sub-Contractor may wish to procure in
relation to loss or damage to the Sub-Contractor’s plant and equipment shall be procured
at the Sub-Contractor’s own cost.

25.2. The Sub-Contractor shall bear all excesses when making any claim on the Insurance
Policies maintained by the Contractor.
Our Ref : QJE&C(M)/FORESTCITY-P30-1/LOA-03

25.3. An administrative charge of RM 30,000.00 per claim will be imposed on the Sub-
Contractor for each claim made under the Contractor’s Workmen Compensation Policy in
relation to personal injury of the Sub-Contractor’s employees and /or workers.
25.4. The Sub-Contractor shall, at all reasonable times, at the request of the other, produce for
the Contractor’s inspection the policies of insurance and the receipts for the premium
paid.

25.5. In the event of the occurrence of a reportable accident for which a claim may be made
under any of the insurance policies stated at Clauses 25.1, the Sub-Contractor shall report
the accident to the Contractor within 24 hours from occurrence.

26.0 WORK INJURY MATTERS

26.1. If a notice of accident is filed with the Commissioner For Labour in respect of death or
personal injury suffered by any of the Sub-Contractor’s workmen or employee or any
workmen or employee of its sub-sub-contractor arising from or in connection with the
performance of the Sub-Contractor works which death or injury is caused or contributed
by the negligence or default of the Sub-Contractor or the failure by the Sub-Contractor
to comply with any workplace safety and health rules, regulations, laws and /or the Sub-
Contractor obligations, the Sub-Contractor shall be liable to pay to the Contractor a sum
of RM 30,000.00 for every notice of accident filed involving workplace safety and
health violations by the Sub-Contractor which sum shall be deteimined at the sole
discretion of the Contractor depending on the severity and consequences of the
violations. The monies may be deducted from the interim progress payments payable by
the Contractor to the Sub- Contractor.

26.2. If the Sub-Contractor fails or neglects to give notice of accident of its workmen or
employee or any workmen or employee of its sub-sub-contractor to the Contractor
promptly within the time and in the manner as prescribed by the Workmen Injury
Compensation Regulations for any reason whatsoever and the Workmen Injury
Compensation insurer thereby rejects or repudiates liability under the work injury
compensation policy, the Sub-Contractor shall fully indemnify the Contractor against any
claims by the Sub-Contractor’s workmen or employee or any workmen or employee of
its sub-sub-contractor in connection with the performance of the Sub-Contract works
including all legal costs and disbursements incurred by the Contractor on a frill
indemnity basis.

27.0 PERFORMANCE BOND

27.1. Where applicable, the Sub-Contractor shall within 21 days from the instruction of the
Contractor furnish to the Contractor, or such ether period agreed upon by the Contractor
and Sub-Contractor, an unconditional performance bond in the form set out in Appendix
9 (“Performance Bond”) to secure the faithful performance of the Sub-Contract Works
and due observance by the Sub-Contractor of all the stipulations, conditions and
agreements herein contained. The Performance Bond shall be submitted to the Contractor
as a pre- condition to receiving payment under this Sub-Contract and shall:-

a be in the value stated in Appendix 1;

b be issued by a bank or insurance company approved by the Contractor; and

c shall remain in force until the expiry of the Defects Liability Period stated in
Appendix 1.

27.2. Subject to Clause 27.1, where the Performance Bond has not been provided in terms
satisfactory to the Contractor and/or the Sub-Contractor fails, neglects and/or refuses to
provide such Performance Bond, the Contractor shall be entitled solely at his discretion,
to
Our Ref: QJE&C(M)/FORESTCITY-P30-1/LOA-
03

withhold such sums equivalent to the value of the Performance Bond from any monies due
or which may become due to the Sub-Contractor under this Sub-Contract.

28.0 PROGRESS AND COMPLETION

28.1. The Sub-Contractor shall commence the Sub-Contract Works within seven (7) days after
the receipt of an instruction under this Sub-Contract from the Contractor to do so,
including to proceed with the order and submission of all catalogues and relevant
information to approval of the Employer and/ or their Consultant. The Sub-Contractor
shall carry out the Sub-Contract Works at all times with diligence and due expedition.

28.2. The Sub-Contractor shall complete the Sub-Contract Works and each section thereof by
the date specified in Appendix 1 of this Sub-Contract (“Completion Date”).

28.3. The Sub-Contractor shall carry out and complete the Sub-Contract Works in accordance
with the Contractor’s master programme and/ or working programmes including any
revision thereof and shall take any and all necessary action at his own cost to catch up
with any delays or slippage from such relevant programmes. The Sub-Contractor shall
work overtime if instructed at no extra cost. The Sub-Contractor shall furnish a Sub-
Contract programme within two (2) weeks from the award of the Sub-Contract.

28.4. The Sub-Contractor shall maintain adequate numbers of workers and necessary
equipment/ tools on site and shall be responsible for organizing their workers to ensure
that the progress of the Sub-Contract Works is in accordance with the Contractor's master
programme and/ or working programmes including any revision thereof.

28.5. The Sub-Contractor shall work overtime as and when instructed by the Contractor to
ensure that the Contractor’s master programme and/ or working programmes including
any revision thereof can be achieved and acknowledges that the prices and rates stated in
this Sub-Contract includes any such overtime work as may be required.

28.6. The Sub-Contractor’s fabrication, delivery and installation shall be in accordance with the
Contractor’s master programme and/ or working programmes, site progress and
instructions given by the Contractor. Materials are to be delivered to the Project site only
when required for installation. The Sub-Contractor are to liaise and co-ordinate closely
with Contractor on the timing of the supply and delivery of his materials

28.7. If the rate of progress of the Sub-Contractor’s works or any section thereof is at any time
in the opinion of the Contractor too slow or unsatisfactory, the Contractor may, without
prejudice to its rights under Clause 33 and/or under general law, notify the Sub-
Contractor of the same. If the Sub-Contract Works are not expedited or progress is not
ñnproved within 3 working days of the said notice, the Contractor shall be entitled to
terminate the Sub-Contract and to complete the outstanding Sub-Contract Works whether
by itself or by appointing another contractor. The Sub-Contractor shall be liable for all
additional costs so incurred, including any administration charges arising.

28.8. If the Sub-Contractor fails to complete the Sub-Contract Works or any section thereof
within the period specified or any extended period as hereinafter provided, the Sub-
Contractor shall pay or allow to the Contractor a sum calculated at the rate in Appendix 1
as liquidated and ascertained damages for the period during which the Sub-Contract
Work remain incomplete, or (where no such rates have been stated) a sum equivalent to
any loss or damage suffered and/ or incurred by the Contractor as a result of and/ or
arising in connection with the failure of the Sub-Contractor as aforesaid, and the
Contractor may deduct such sum from any monies due or to become due to the Sub-
Our Ref: QJE&C(M)/FORESTCITY-P30-1/LOA-
03
Contractor under this Sub-Contract.
28.9. The Contractor shall be entitled to omit and/ or sub-contract any part of the Sub-Contract
Works to others if the standard or progress of the Sub-Contract Works 1s unsatisfactory.
The Sub-Contractor shall not be entitled to any claim for compensation whatsoever
including loss of profit from the Contractor in connection with such omission and/ or
reduction of the Sub- Contract Works.

28.10. If the completion of the Sub-Contract Works is delayed and such delay:-

a is caused by or due to any of the matters specified in Clause 18 of this Sub-

Contract or by or due to any act or omission of the Contractor, his other sub-
contractors or his or their respective employees or agents;

b is caused by or due to any of ground which the Main Contractor is entitled to

extension of time under the Main Contract (save only and to the extent of delays
caused or contributed to by himself); or

c is caused by an event for which the Contractor is granted an extension of the

period or periods for completion under the Main Contract;

then the Contractor, may grant a fair and reasonable extension for completion of the Sub-
Contract Works; PROVIDED ALWAYS that it shall be a condition precedent to the Sub-
Contractor's entitlement to extension of time under Clauses 28.10(a) and (b) that the Sub-
Contractor shall give written notice to the Contractor within 30 days from the occurrence
of the event, direction, instruction or matter relied upon for extension of time together
with reason why the completion of the Sub-Contract Works will be delayed and the
length of extension of time sought.

28.11. Where applicable, the Sub-Contractor shall make all necessary planning and arrangement
to handover the completed parts of the Sub-Contract Works to Contractor on a floor-by-
floor basis.

29.0 PROLONGATION COSTS

29.1. The Sub-Contractor shall be liable for all prolongation costs, loss and expense (including
extended overheads, extended machinery rental etc) and all ancillary costs incurred by
the Contractor as a result of the Sub-Contractor’s default and/ or delay.

29.2. Where the Sub-Contractor incurs prolongation and ancillary costs as a result of any of the
matters specified in Clause 28.10 of this Sub-Contract, the Sub-Contractor shall bear all
costs in connection thereto as a result in the event that such costs are not recoverable
from the Employer.

30.0 DEFECTS LIABILITY PERIOD FOLLOWING COMPLETION

30.1. The defects liability period (“DLP”) for the Sub-Contract Works shall commence upon
the issuance of the Sub-Contract Completion Certificate and shall be for the duration
specified at Appendix 1.

30.2. The Sub-Contractor shall, upon receipt from the Contractor of a written direction to
rectify any defect, omission, shrinkage or other fault in any part of the Sub-Contract
Works as a result of:

a defective workmanship or materials;

Our Ref : QJE&C(M)/FORESTCITY-P30-1/LOA-
03

b the Sub-Contract Works not having been constructed in accordance with the Sub-
Contract; or

c the Sub-Contractor’s negligence, omission, breach of contract or default,

rectify such defect, omission, shrinkage or other fault to the satisfaction of the Contractor
within 3 days from the date of receipt of the written direction by the Sub-Contractor.

30.3. If the Sub-Contractor fails to rectify such defect, omission, shrinkage or other fault to the
satisfaction of the Contractor within 3 days from the date of receipt of the written
direction by the Contractor, the Contractor may either:

a rectify such defect, omission, shrinkage or other fault itself; or

b engage another Sub-contractor to rectify such defect, omission, shrinkage or other

fault; or

c elect to allow any third party to engage another Sub-contractor to rectify such
defect, omission, shrinkage or other fault,

and the Sub-Contractor shall be liable to compensate the Contractor for the costs of such
rectification or engagement plus 15% thereon being the Contractor’s administration
charges for the same. The Contractor may deduct or set off such costs of rectification or
engagement plus 15%, in the payment response or recover the same from the Sub-
Contractor as a debt.

30.4. The written direction issued by the Contractor under Clause 30.2 above shall be deemed
to have been received by the Sub-Contractor:

a if delivered by hand, on delivery;

b if sent by prepaid post, 1 day after the date of posting;
c if sent by facsimile, when the Contractor’s facsimile system generates a message
confirming successful transmission of all pages of the written direction; and
d if sent by email, when the Contractor’s email system generates a message
confirming delivery of the email.

For the avoidance of doubt, the Contractor’s rights and remedies in this Clause 30 shall
be without prejudice to the Contractor’s other rights and remedies under this Sub-
Contract or at law.

30.5. Without prejudice and in addition to the Contractor’s other rights and remedies under this
Sub-Contract or at law, the Sub-Contractor shall be liable for and shall indemnify and
hold harmless the Contractor and its officers, employees, servants and agents from and
against all losses, damages, costs and expenses suffered as a result of any demand, claim,
suit or proceeding by any third parties arising out of and/or in connection with:

a any defect, omission, shrinkage or other fault in the Sub-Contract Works; or

b any rectification of such defect, omission, shrinkage or other fault carried out by
the Sub-Contractor or its Contractors; or

c any loss or damage to any part of the Sub-Contract Works, including without
limitation, waterproofing membranes, wall coverings, ceilings, light fittings,
furniture, carpets and the like, due to such defect, omission, shrinkage or other
fault or rectification, and the Contractor may, without prejudice to its other rights
and remedies against the Sub-Contractor for the Sub-Contractor’s breach of this
 indemnity, deduct or set off any losses, damages, costs and expenses which the
Contractor may suffer as a result of the Sub-Contractor’s breach of this
indemnity in the payment response or recover the same from the Sub-Contractor
as a debt.

31.0 SUB-CONTRACTING, NOVATION AND ASSIGNMENT

The Sub-Contractor shall not further sub-contract or novate the whole or any part of the
Sub- Contract Works to any person without the prior written consent of the Contractor.
The Sub- Contractor shall not assign its rights or liabilities or any part thereof to any
other person or company without the prior written consent of the Contractor. Any
unauthorised sub-contract, novation or assignment of the Sub-Contract Works or any
part thereof shall be null and void vis-ñ-vis the Contractor and shall not be binding on
the Contractor. All permitted/ authorised sub-contracting arrangements shall be
supported by a written sub-contract agreement.

32.0 INDEPENDENT CONTRACTOR

The Parties acknowledge and agree that the Sub-Contractor is and shall, in the
performance of its duties and obligations under this Sub-Contract, remain an independent
contractor and nothing in this Sub-Contract shall 1n any manner howsoever render the
Sub-Contractor a partner, agent or employee of the Contractor and neither of the Parties
shall hold itself out accordingly for any purpose unless otherwise specified in this Sub-
Contract.

33.0 DETERMINATION IN CASE OF DEFAULT BY SUB-CONTRACTOR

33.1. Where the Sub-Contractor:

a fails and/ or refuses to proceed with the Sub-Contract works with reasonable
care, skill, diligence and/or with due expedition;

b continued failure to comply with any written order and / or instructions by the
Contractor under the provisions of this Sub-Contract for a period of at least 3
calendar days after the Contractor has notified the Sub-Contractor in writing of
such default;

c abandons and/ or suspends the Sub-Contract Works for a period of at least 7

calendar days without reasonable cause;

d fails and /or refuses to make good defective works after notice has been given to

e fails and /or refuses to remove defective work or improper material; and

f has committed a material or fundamental breach of the terms of this Sub-Contract,

then the Contractor may issue a notice in writing (hereinafter called a "Notice of
Default") to the Sub-Contractor specifying the default and stating the Contractor's
intention to terminate the Sub-Contract unless the default is rectified within seven (7)
calendar days on receipt of the Notice of Default. If the Sub-Contractor fails to rectify
the default within seven (7) calendar days upon receipt of the Notice of Default, the
Contractor may, without prejudice to any other rights or remedies available to him under
general law, terminate the employment of the Sub-Contractor by notice in writing
(“Notice of Termination”).
Our Ref : QJE&C(M)/FORESTCITY-P30-1/LOA-03

33.2. If the Sub-Contractor commits an act of bankruptcy or makes or enters into any deed of
arrangement or composition with his creditors or being a company enters into
receivership or liquidation, whether compulsory or voluntary, except liquidation for
purposes of reconstruction or suffers or allows any execution, whether legal or equitable,
to be levied on his property or obtained against him, then the Contractor may without
prejudice to their other rights or remedies by issuance of a Notice of Termination
forthwith determine the employment of the Sub-Contractor under this Sub-Contract.

33.3. Upon determination of the Sub-Contract, the Sub-Contractor shall immediately vacate
and surrender possession of the site to the Contractor, and the Contractor shall have the
right to:-

a Take possession of all plant, equipment and materials brought to the site by the
Sub- Contractor and may use them for the purpose of executing and completing
the remaining Sub-Contract Works;

b Complete the Sub-Contract Works by himself, his servants or by employment of

a third party. In such an event, the Contractor may retain and/or deduct any
monies due or which become due to Sub-Contractor and may recover the
deficiency, if any, from the Sub-Contractor as an undisputed debt.

33.4. The right of termination conferred under this Clause 33 shall be without prejudice to the
Contractor's other rights or remedies which may be exercised by them alternatively or
additionally to the exercise of their rights under this Clause 33.

33.5. In the case of the Sub-Contractor being determined under Clauses 33.1 or 33.2 herein, the
Sub-Contractor shall be deemed to be in breach of this Sub-Contract and the Contractor
shall only be liable for:

a The value of any Sub-Contract Works actually and properly executed; and

b The value of any unfixed materials and goods delivered upon the site for use in
the Sub-Contract Works, the property of which has passed to the Contractor, and
which the Contractor has not paid for at the date of determination.

33.6. Any sums payable to the Sub-Contractor under Clause 33.5 shall be subject to the right of
the Contractor to recover, or to deduct or set off the amounts of damages suffered and/ or
the loss and expense incurred by the Contractor by reason of the determination of the
Sub-Contract.

33.7. The Contractor may, in lieu of notice of determination, take part of the Sub-Contract
Works out of the hands of the Sub-Contractor and may by himself, his servants or agents
execute, complete and maintain such part. In such an event, the Contractor may retain
and/or deduct any monies due or which become due to the Sub-Contractor and may
recover the deficiency, if any, from the Sub-Contractor as an undisputed debt.

34.0 DETERMINATION OF MAIN CONTRACT

34.1. If for any reason the Contractor's employment under the Main Contract is determined
(whether by the Contractor or by the Employer and due to any default of the Contractor or
otherwise) then the Sub-Contract shall there upon also be determined and the Sub-
Contractor shall be entitled to be paid the following, less all deductions and/or set off
allowed hereunder:
Our Ref : QJE&C(M)/FORESTCITY-P30-1/LOA-03

a the value of the Sub-Contract Works properly and satisfactorily completed at the
date of such determination;
 b the value of the Sub-Contract Works begun and executed but not completed at
the date of such determination; and

c the value of any unfixed materials and goods delivered upon the site for use in
the Sub-Contract Works, the property in which has passed to the Contractor.

35.0 DISPUTE RESOLUTION

35.1. In the event of any difference, discrepancy or dispute arising in respect of interpretation
and performance of this Sub-Contract, or of any matters arising during or after the
duration of this Sub-Contract, the Parties shall endeavour to resolve such difference
amicably.

35.2. Subject to Clause 35.4 below, any dispute which is not resolved pursuant to Clause 35.1
above, including any question as to the existence, validity, interpretation or termination
of this Sub-Contract, shall be referred to and finally resolved by arbitration in Malaysia
in accordance with the Malaysia Arbitration Act for the time being in force which rules
are deemed to be incorporated by reference into this Clause 35.

35.3. The arbitral tribunal shall consist of a sole arbitrator agreed by the Parties within 14 days
of either Party giving written notice requiring arbitration (“Notice of Arbitration”) to the
other, or if no agreement can be reached, by an arbitrator appointed by the Chairman or
Vice Chairman for the time being of the Malaysia Arbitration Act upon application made
by either Party.

35.4. The Sub-Contractor shall not commence arbitration proceedings until after the
completion or alleged completion of the Sub-Contract Works, unless the Contractor
provides its consent in writing.

35.5. The language of the arbitration shall be English.

36.0 WAIVER
The Contractor's restraint or failure to enforce, at any time any of the provisions of this
Sub- Contract or any of its rights shall not waive any such right or provision or in any
way affect the validity of this Sub-Contract. The exercise by the Contractor of any of its
rights under the terms of this Sub-Contract shall not preclude or prejudice the Contractor
from thereafter exercising the same or any other right it may have under this Sub-
Contract irrespective of any previous action taken by the Contractor.

37.0 SEVERABILITY

If any provision of this Sub-Contract is held to be invalid, illegal or unenforceable for

any reason, such provision shall be severed and the remaining provisions of the Sub-
Contract shall continue in full force and effect.

38.0 GOVERNING LAW

The law governing this Sub-Contract and any arbitration commenced hereunder shall be
the Laws of Malaysia without regard to principles of conflicts of laws. The contra
proferentem rule shall not apply.
Our Ref : QJE&C(M)/FORESTCITY-P30-1/LOA-03

39.1 SUB-CONTRACT DOCUMENTS

The following documents included hereunder shall form part and parcel of this Sub-Contract.

a) Appendix 1 - General

b) Appendix 2 - Scope of Works

c) Appendix 3 - Cost Breakdown

d) Appendix 4 - Specifications

e) Appendix 5 - List of Drawings

f) Appendix 6 - Letter of Undertaking For Restriction of Employment of Foreign Workers

g) Appendix 7 - In-House Safety Rules & Regulation

h) Appendix 8 - General Site Requirement

i) Appendix 9 - Specimen of Performance Bond

j) Appendix 10 - Preambles for Reinforced Concrete Works

k) Appendix 11 - Compensation for Events of Default

 Our Ref : QJE&C(M)/FORESTCITY-P30-1/LOA-03

Please signify your agreement by signing below in duplicate at our office with seven (7) days from
the date of this letter.

（Company Name）
（Company Stamp）

(Authorised Signature) (Authorised Signature)

Name: Name:

Designation: Designation:

Date Date

IN THE PRESENCE OF:

(Authorised Signature)

Name:

Designation:

Date:

I/We confirmed the acceptance of the above-mentioned term & conditions

IC No:
（Company Name）
Date:

(Authorised Signature)

Name:

Designation:
 Our Ref : QJE&C(M)/FORESTCITY-P30-1/LOA-03

（Company Stamp）

IN THE PRESENCE OF:

(Authorised Signature))

Name:

Designation:

IC No:

Date: