Appendix 7 - Subcontract Documents Long Form - 20150409

SAMSUNG ENGINEERING CO., LTD.
Samsung GEC, 26, Sangil-ro 6-gil,

Gangdong-gu, Seoul, 134-728, Korea
www.samsungengineering.co.kr
[*Note – In the event the Subcontract is to be made with a general contractor, certain additional
provisions which require the general contractor to assume the risks under back-to-back arrangements
should be reflected in STC (as additional provisions to GTC) and reviewed by Legal Dept. prior to
execution of the Subcontract.]
SUBCONTRACT AGREEMENT
FOR [ ]
OWNER :
CONTRACTOR : [SAMSUNG ENGINEERING CO., LTD.]
SUBCONTRACTOR :
PROJECT :
SITE :
SUBCONTRACT NO. :
1
SUBCONTRACT AGREEMENT
This Subcontract Agreement (the “Subcontract Agreement”) is made on this __ day of [ ],[20[ ]] by
and between:
SAMSUNG ENGINEERING CO., LTD.], a Korean company having its principal place of business at
[SAMSUNG GEC, 26 Sangil-ro 6-gil, Gangdong-gu, Seoul, 134-728, Korea] (the “Contractor”); and
[____________________________], a [___________] company having its registered office at

___________________________________________________, (the “Subcontractor”).
The Contractor and the Subcontractor are hereinafter collectively referred to as the “Parties” and
individually, a “Party”.
WITNESSETH:
WHEREAS, the Contractor has entered into a contract (the “Main Contract”) with [insert name of
owner] (the “Owner”) for the realization of [insert name/details of project] (the “Project”).
WHEREAS, the Parties hereby agree that all work specified below shall be performed by the
Subcontractor in accordance with the provisions hereinafter stated.
WHEREAS, the Subcontractor understands that this work forms part of the work and services to be
executed by the Contractor under the Main Contract.
NOW, THEREFORE, in consideration of the mutual premises and covenants contained below, the
Parties hereto hereby agree as follows:
ARTICLE 1. DEFINITIONS
Capitalised terms used herein shall have the meanings ascribed to them in Appendix 1 (Definitions and
Rules of Interpretation), unless otherwise specified below
“Effective Date” means [the date of this Subcontract Agreement][other] [*Note – Please make a choice
and delete the one that is not used.]
“Latent Defect” means any Defect, which a reasonable examination by the Contractor and/or the Owner
prior to expiry of the Warranty Period would not have disclosed. [*Note – To be deleted if there is no
Latent Defect under the Main Contract. If there is a definition of Latent Defect in the Main Contract,
this definition to be amended to match the definition of Latent Defect under the Main Contract.]
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“Latent Defects Liability Period” means (a) in respect of buildings comprised in the Work, the period of
ten (10) years commencing from the expiry of the Warranty Period; and (b) in respect of all other Work,
the period of five (5) years commencing from the expiry of the Warranty Period. [*Note – To be deleted if
there is no Latent Defect under the Main Contract. The Latent Defets Liability Period shall be amended
to match the Latent Defect Liability Period under the Main Contract.]
“Mechanical Completion” means [delete or insert as relevant to the specific Subcontract].
“Performance Test” [means the tests conducted in accordance with the Scope of Work (Appendix 2)].
“Precommissioning” means [delete or insert as relevant to the specific subcontract].

“Warranty Period” means a period of [fifteen (15) months] [*Note – should be equal to or longer than
the warranty period in the Main Contract] from the date of Initial Acceptance, as identified in Article 4
(Time for Completion).If the Subcontractor repairs, redesigns, re-performs or replaces any part of the
Work or Materials, the Warranty Period shall be extended for such repaired part for an additional period
of [fifteen (15) months] from the date of completion of such repair or replacement. In the event that the
Subcontract is terminated due to the reasons for which the Subcontractor is liable under the Subcontract,
the Warranty Period shall be [fifteen (15)] months from the date of the termination.
ARTICLE 2. SCOPE OF WORK
2.1 The Scope of Work of the Subcontractor is set forth in Appendix 2 (Scope of Work). The
Subcontractor shall perform, execute, complete, maintain and supply all Work which shall be
performed in full compliance with the requirements of the Subcontract.
2.2 The Subcontractor shall provide to the Contractor, on or before the date of execution of this
Subcontract Agreement, (i) an official company extract, or company registration certificate (or
equivalent) for the Subcontractor; (ii) a power of attorney from the Subcontractor authorizing the
representative of the Subcontractor who will execute this Subcontract Agreement (the
“Subcontractor Authorized Representative”); and (iii) the specimen signature of the
Subcontractor Authorized Representative.
ARTICLE 3. SUBCONTRACT
3.1 Subcontract Documents. The subcontract shall be comprised of the following documents (each a
“Subcontract Document” and collectively the “Subcontract Documents”) and each shall be
read and construed as an integral part of the subcontract (the “Subcontract”).
(a) This Subcontract Agreement

(b) Definitions and Rules of Interpretation (Appendix 1)
(c) Subcontract Special Terms and Conditions (Appendix 3)
(d) Subcontract General Terms and Conditions (Appendix 4)
(e) Scope of Work (Appendix 2) which includes Scope of Direct Work and Supply, Scope of
Indirect Work and Supply, and Bill of Quantity and Rates
(f) Confidentiality Agreement (Appendix 5)
(g) Letter of Undertaking (Appendix 6)
(h) Minutes of Clarification Meeting (s) (Appendix 7)
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(i) Invitation to Bid Documents (Appendix 8) which includes Definition & Measurement,
Requisition, and Form of Report
(j) Letter of Intent (Appendix 9)
(k) Forms of Bonds/ Liens and Claims Release Letter (Appendix 10)
(l) Insurance Plan (Appendix 11)
(m) Form of Power of Attorney (Appendix 12)
(n) Construction Schedule (Appendix 13)
(o) Quality Requirements (Appendix 14)
(p) Technical Documents (Appendix 15) which include Specifications, Drawings and Standards,
Subcontractor’s Data Requirements, and Temporary Facility Plan
3.2 Priority.
3.2.1 Where any conflict, inconsistency or ambiguity is believed to exist among any of the
above Subcontract Documents, the matter shall be submitted immediately by the
Subcontractor to the Contractor for determination. In general, the Subcontract shall be
read as a single document however the order of priority in interpreting the Subcontract to
resolve any conflict, inconsistency or ambiguity and the application of such Subcontract
Documents shall be in the order as listed in Article 3.1 (Subcontract Documents) above
with the first listed Subcontract Document being paramount. In case of any conflict,
inconsistency or ambiguity within any particular Subcontract Document, more stringent
requirement shall take precedence except as otherwise specifically provided in the
Subcontract .
3.2.2 For the avoidance of doubt anything mentioned in the specifications but not shown on the
drawings or vice versa shall have the same effect as being mentioned or shown in both.
ARTICLE 4. TIME FOR COMPLETION
The Subcontractor shall execute the Work in accordance with the Construction Schedule as attached to
Appendix 13 (Construction Schedule). The Subcontractor shall perform the Work required by the
Subcontract to ensure that the Work and each portion thereof (each a “Milestone”) shall be completed on
or before the date specified below (the “Milestone Date”).
Milestone Milestone Date
[Completion of Mobilization] [ ]
[Commencement of Work] [ ]
[25% Completion of Work] [ ]
[Precommissioning] [ ]
[Mechanical Completion] [ ]
[Commissioning] [ ]
[Initial Acceptance] [ ]
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ARTICLE 5. SUBCONTRACT PRICE
[* Please choose either Option 1 (use Articles 5.1,5.2, 5.3 and 5.4 on top and delete Articles 5.1, 5.2, 5.3,
5.4, 5.5, and 5.6 on bottom) or Option 2 (use Articles 5.1, 5.2, 5.3, 5.4, 5.5, and 5.6 on bottom and delete
Articles 5.1., 5.2, 5.3 and 5.4 on top) in accordance with the Project execution plan and delete the other
one.]
[Option 1: Lump Sum Fixed Price]
5.1 Subcontract Price. As full compensation for the Work to be performed by the Subcontractor, the
Contractor shall pay the Subcontractor the fixed lump sum subcontract price of
[AED][US$][other] (the “Subcontract Price”) plus any applicable value added tax.
5.2 The Subcontract Price is a fixed, lump sum price and is in full consideration for the full and
complete performance of the Work and shall be inclusive of all of the Subcontractor’s costs and
profit in connection therewith, including all costs and expenses associated with (i) engineering,
supervision, workers, labour, equipment, Materials, services, (ii) obtaining all permits and
approvals from relevant authorities, (iii) executing, completing and maintaining the Work and the
relevant bonds in accordance with the requirements under this Subcontract Agreement, (iv) all
transportation and customs fees, and (v) any other expenses, taxes, duties, fees, allowances,
contingencies and the like. The Subcontract Price shall not be adjusted or subject to price
escalation or increase for any reason whatsoever, including escalation of prices of materials, or
fluctuation of exchange rates, or any increases in taxes, etc. unless otherwise specified in this
Article 5 (Subcontract Price) or otherwise in this Subcontract.
5.3 The Subcontract Price shall only be adjusted if the Subcontractor incurs additional cost and
expense directly and solely by reason of Changes in the Work pursuant to Article 17 (Changes) of
the Subcontract General Terms and Conditions, suspension pursuant to Article 18 (Suspension of
the Work) of the Subcontract General Terms and Conditions, or a breach of this Subcontract on
the part of the Contractor. The Subcontractor shall make available all records pertaining to any
such claim to the Contractor and/or the Owner. The Contractor and/or the Owner have a right to
audit any such records.
5.4 The Subcontractor is deemed to have made provisions in the Subcontract Price to cover the cost of
all items of work necessary to complete the Work to the satisfaction of the Contractor although
the same may not be shown on or described specifically in the Subcontract Documents. The
Subcontractor shall accept the risk involved in establishing the Subcontract Price and unit rates on
the basis of data, drawings and technical information obtained from the Contractor.
5.5 The Subcontractor shall be deemed to have satisfied itself as to the correctness and sufficiency of
the Subcontract Price which shall, except as otherwise provided for in the Subcontract, cover all
of its obligations under the Subcontract.
5.6 Provisional Sum.
5.6.1 The Provisional Sum means any sum included in the Subcontract Price and so designated
in the Subcontract for the execution of the Work or the supply of the Materials or services,
or for contingencies, which may be used, in whole or part, or not at all, at the discretion of
the Contractor. The Subcontract Price shall include only such amounts as the Contractor
shall approve or determine in accordance with this Article 5.6.
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5.6.2 In respect of every Provisional Sum, the Contractor may order the works, Materials or
services to be executed or supplied by the Subcontractor. The Subcontract Price shall
include the value of such works executed or such Materials or services supplied in
accordance with the Contractor’s instruction under this Article 5.6.2.
5.6.3 The Subcontractor shall, if required by the Contractor, produce all quotations, invoices,
vouchers, account or receipts in connection with expenditure in respect of the Provisional
Sum.
[Option 2: Direct Cost Portion + Indirect Cost Portion]
5.1 Subcontract Price. In consideration of the Work performed by the Subcontractor under the
Subcontract, the Contractor shall pay certain compensation to the Subcontractor based on the
work volume achieved by the Subcontractor. The compensation estimated as of the Effective
Date of the Subcontract (the “Subcontract Price”) amounts to:
[]/USD [figure] ([]/United States Dollars [words] only)
5.2 The Subcontract Price shall consist of:
(a) The Direct Cost Portion: ________________ (the “Direct Cost Portion”); and
(b) The Indirect Cost Portion: ______________ (the “Indirect Cost Portion”).
The amount of Direct Cost Portion above represents the estimate calculated by multiplying the
estimated quantities indicated in Section 2-3 (Bill of Quantity and Rates) of Appendix 2 (Scope of
Work) by the applicable fixed unit rates given in the same Section 2-3 (Bill of Quantity and Rates)
of Appendix 2 (Scope of Work). The estimated quantities indicated in Section 2-3 (Bill of Quantity
and Rates) are only indicative and shall be subject to final adjustment in accordance with Article
5.3 below.
The Subcontract Price shall be inclusive of all compensation for accomplishing the Work and for
the performance of all obligations to be carried out by the Subcontractor under this Subcontract
and shall include, but not be limited to, all costs and expenses for labor, supervision, surveyors,
Materials, tools and consumables, equipment, taxes, fees, overhead and profit and all other
expenses whether of a like nature or not, required to perform the Work. The Subcontract Price is
in full consideration for the full and complete performance of the Work and shall be inclusive of
all of the Subcontractor’s costs and profit in connection therewith, including all costs and
expenses associated with (i) engineering, supervision, workers, equipment, Materials, services, (ii)
obtaining all permits and approvals from relevant authorities , (iii) executing, completing and
maintaining the Work and the relevant bonds in accordance with the requirements under this
Subcontract Agreement, (iv) all transportation and customs fees, and (v) any other expenses, taxes,
duties, fees, allowances, contingencies and the like. The Subcontract Price shall not be adjusted
or subject to price escalation or increase for any reason whatsoever, including escalation of prices
of materials, or fluctuation of exchange rates, or any increases in taxes, etc. unless otherwise
specified in this Article 5 (Subcontract Price) or otherwise in this Subcontract.
5.3 Direct Cost Portion. The amount of the Direct Cost Portion is subject to final adjustment based on
the work quantity as calculated from as-built drawings approved by the Contractor and by
applying the same unit rates as set forth in Section 2-3 (Bill of Quantity and Rates) of Appendix 2
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(Scope of Work). Such unit rates are fixed and inclusive of all compensation for accomplishing
the Work required in respect of the Direct Cost Portion and performing all obligations to be
carried out by the Subcontractor under this Subcontract, and are inclusive of, for the avoidance of
doubt, all transportation fees, customs duties, taxes, labour fees, allowances, contingencies and
expenses of a direct nature required to perform the Work.
The unit rates corresponding to the Direct Cost Portion are fixed and shall not be adjusted for any
reason whatsoever, including due to any fluctuations in the volume of the work to be performed,
any variations in currency exchange rates, any increase or decrease occurring by way of escalation,
inflation or fall in market prices of materials, utilities and/or labor, or to any changes in taxes.
It is emphasized that the Direct Cost Portion element of the Subcontract Price stated in Article
5.2(a) hereof is not the final sum to be paid to the Subcontractor for the execution of the Work.
The actual sum to be paid to the Subcontractor shall be calculated by the Contractor and shall be
the total amount calculated by reference to the fixed unit rates given in Section 2-3 (Bill of
Quantity and Rates) of Appendix 2 (Scope of Work) multiplied by the actual quantities attained by
the Subcontractor. For the avoidance of doubt, if any increase in the quantities of the Work is due
to the reasons for which the Subcontractor is liable under the Subcontract, in no event shall such
increase be taken into consideration in measuring the actual quantities attained by the
Subcontractor.
The Subcontractor is deemed to have made provisions in the Subcontract Price to cover the cost of
the same may not be shown on or described specifically in the Subcontract Documents.
5.4 Indirect Cost Portion.
The amount of the Indirect Cost Portion is fixed and shall not be subject to any variation in
currency fluctuation rate nor price escalation nor to any increase or decrease occurring by way of
escalation, inflation or fall in market prices of materials, utilities and/or labor. In the case of an
increase in the Direct Cost Portion as a result of the adjustment in accordance with Article 5.3
hereof, the Subcontractor shall not be entitled to any compensation in addition to the Indirect Cost
Portion stated in Article 5.2(b) hereof unless the final amount of the Direct Cost Portion is
increased by more than ten percent (10%) of the original amount of the Direct Cost Portion stated
in Article 5.2(a) hereof. In the case of a decrease in the Direct Cost Portion as a result of the
adjustment in accordance with Article 5.3 hereof, the amount of the Indirect Cost Portion stated in
Article 5.2(b) hereof shall be reduced by the Contractor. Any adjustment to the Indirect Cost
Portion as a result of any such increase of more than ten percent (10%) of the Direct Cost Portion
or any decrease of the Direct Cost Portion shall be determined solely by the Contractor. In such
event, the amount of the increase or decrease, as the case may be, of the Indirect Cost Portion shall
be adjusted using one of the following formula:
(a) For the increase of more than ten percent (10%) of the Direct Cost Portion
Adjustment for the Indirect Cost Portion = (x – y) X [FP/(FP+DC)]
Where:
x = amount of increase or decrease in DC
y = amount equivalent to 10% of DC
DC = original Direct Cost Portion
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FP = original Indirect Cost Portion
(b) For the decrease of the Direct Cost Portion
Adjustment for the Indirect Cost Portion=(x) X [FP/(FP+DC)]
Where:
x = amount of decrease in DC
DC = original Direct Cost Portion
FP = original Indirect Cost Portion
In the event that the Indirect Cost Portion is reduced as a result of any decrease in the Direct Cost
Portion, the Contractor shall have the right to deduct or set off such reduction of the Indirect Cost
Portion against any payment due by the Contractor to the Subcontractor.
5.5 The Subcontract Price shall only be adjusted if the Subcontractor incurs additional cost and
expense directly and solely by reason of Changes in the Work pursuant to Article 17 (Changes) of
the Subcontract General Terms and Conditions, suspension pursuant to Article 18 (Suspension of
the Work) of the Subcontract General Terms and Conditions, or a breach of this Subcontract on
the part of the Contractor. The Subcontractor shall make available all records pertaining to any
such claim to the Contractor and/or the Owner. The Contractor and/or the Owner have a right to
audit any such records.
5.6 The Subcontractor is deemed to have made provisions in the Subcontract Price to cover the cost of
the same may not be shown on or described specifically in the Subcontract Documents. The
Subcontractor shall accept the risk involved in establishing the Subcontract Price and unit rates on
the basis of data, drawings and technical information obtained from the Contractor.
5.7 The Subcontractor shall be deemed to have satisfied itself as to the correctness and sufficiency of
the Subcontract Price which shall, except as otherwise provided for in the Subcontract, cover all
of its obligations under the Subcontract.
5.8 Provisional Sum.
5.8.1 The Provisional Sum means any sum included in the Subcontract Price and so designated
in the Subcontract for the execution of the Work or the supply of the Materials or services,
or for contingencies, which may be used, in whole or part, or not at all, at the discretion of
the Contractor. The Subcontract Price shall include only such amounts as the Contractor
shall approve or determine in accordance with this Article 5.6.
5.8.2 In respect of every Provisional Sum, the Contractor may order the works, Materials or
services to be executed or supplied by the Subcontractor. The Subcontract Price shall
include the value of such works executed or such Materials or services supplied in
accordance with the Contractor’s instruction under this Article 5.6.2.
5.8.3 The Subcontractor shall, if required by the Contractor, produce all quotations, invoices,
vouchers, account or receipts in connection with expenditure in respect of the Provisional
Sum.
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ARTICLE 6. TERMS OF PAYMENT
[* Please select from two options below – payment in accordance with progress, or payment in
accordance with milestones.]
[Option 1 – Payment in accordance with progress.]
6.1 Payment of Subcontract Price. The Subcontract Price will be payable as follows:
6.1.1 [ten percent (10%) of the Subcontract Price will be paid as an Advance Payment against
an unconditional Advance Payment Bond for the same amount which shall remain valid
until thirty (30) calendar days after the Certificate of Initial Acceptance has been issued
to the Subcontractor .]
6.1.2 [ninety percent (90%) of the Subcontract Price will be paid as [monthly] Progress
Payments against actual progress of Work as reported to and approved by the
Contractor.]
The Contractor shall pay the Subcontractor for the Work in the manner at the time set forth in this
Article 6 (Terms of Payment); provided that the Progress Payments referred to in Article 6.1.2
shall be made against actual progress attained by the Subcontractor and as reported to and
approved by the Contractor in writing. The actual progress attained by the Subcontractor in the
respective month shall be measured using the relevant measurement method stipulated in Section
1(Definition & Measurement) of Appendix 8 (Invitation to Bid Documents). [Note: Composition
of Invitation to Bid Documents may vary on a project by project basis. Numbering of Section
should be checked in actual project.]
6.2 Advance Payment.
6.2.1 The Contractor shall make an advance payment to the Subcontractor in an amount equal
to [ten percent (10%)] of the Subcontract Price (the “Advance Payment”) within [forty-
five (45) calendar days] of having received from the Subcontractor (i) the Advance
Payment Bond; and (ii) the Performance Bond.
6.2.2 The Contractor shall deduct [ten percent (10%)] from each Progress Payment payable to
the Subcontractor until the Advance Payment has been repaid.
6.2.3 If the Advance Payment has not been repaid by the Subcontractor prior to the issue of the
Certificate of Initial Acceptance, or prior to termination under Article 19 (Termination for
Breach) or Article 20 (Termination For Convenience) of the Subcontract General Terms
and Conditions (as the case may be), the whole of the balance then outstanding shall
immediately become due and payable by the Subcontractor to the Contractor, and the
Contractor shall have the right to deduct or set off such outstanding amounts of the
Advance Payment against any payment due by the Contractor to the Subcontractor or
against the Advance Payment Bond or Performance Bond.
6.3 Progress Payments. [Ninety percent (90%)] of the Subcontract Price shall be paid, within [forty-
five (45) calendar days] following the Contractor’s receipt and acceptance of (a) a correct and
complete Invoice in accordance with this Article 6 (Terms of Payment), and (b) the “Work
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Activity & Inspection Summary Sheets” or equivalent inspection records which have been
approved by the Contractor in accordance with Appendix 14 (Quality Requirements) (each such
payment being a “Progress Payment”). No Progress Payment shall be payable unless and until
(i) the Invoice is supported and approved by the Contractor according to approved progress
measurements, (ii) the Contractor has received the Performance Bond from the Subcontractor, and
(iii) such Performance Bond is valid and enforceable at the time of any request for a Progress
Payment and at the time any Progress Payment is due and payable.
6.4 Retention. The Contractor shall retain [ten percent (10%)] of each Progress Payment payable to
the Subcontractor until the amount retained equals [ten percent (10%)] of the Subcontract Price.
Upon issuance of the Certificate of Initial Acceptance the Contractor will reduce any accumulated
Retention to [five percent (5%)] of the Subcontract Price and release the difference within [forty-
five (45) days] of the Contractor’s issuance of the Certificate of Initial Acceptance.
The remainder of the Retention shall be paid to the Subcontractor following (i) issuance by the
Contractor of the Certificate of Final Acceptance pursuant to Article 10.2 (Final Acceptance); (ii)
the Subcontractor’s submission of the Liens and Claims Release Letter in the form of Appendix
10 attached hereto; (iii) a valid certificate from the competent tax authority of the country where
the Work or part of the Work is being or has been performed to the effect that the Subcontractor
has completely discharged its tax liability in the country; and (iv) the Subcontractor’s submission
of all other documents required by the Contractor.
6.5 Progress Reports, Progress Payment Certificates.
6.5.1 The Subcontractor shall submit to the Contractor a monthly progress report (both hard and
soft copies) in respect of each calendar month commencing on the Effective Date not later
than the [fifth (5th) day] of the following month. The Contractor shall approve the
monthly progress report within [seven (7) calendar days] from the receipt of such report if
no error is discovered and no comment is required. If the Contractor discovers any error
in or has any comment on the monthly progress report, the Contractor shall notify the
Subcontractor within [seven (7) calendar days] from the receipt of such progress report.
In such case, the Parties shall meet in good faith to clarify or amicably resolve any error
or other issue requiring the Contractor’s consent. Following such clarification or
resolution the Subcontractor shall promptly submit a modified monthly progress report to
the Contractor.
6.5.2 To effect any Progress Payment the Subcontractor shall provide the Contractor with a
certificate stating that all of the requirements for which a payment is to be made including,
where applicable, the achievement of any Milestone have been met or the extent to which
such requirements have not been met (a “Progress Payment Certificate”). If the
Contractor agrees with the contents of the Progress Payment Certificate it shall
countersign the Progress Payment Certificate which will form part of the supporting
documentation for the Invoice. If the Contractor has comments on the contents of the
Progress Payment Certificate, the Subcontractor shall submit a revised Progress Payment
Certificate for the Contractor’s countersignature. No Invoice shall be considered complete
without a countersigned Progress Payment Certificate.
6.6 Invoicing.
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6.6.1 Within [fifteen (15) calendar days] following the approval of the monthly progress report
in accordance with Article 6.5 (Progress Reports, Progress Payment Certificates), the
Subcontractor shall submit an invoice together with the approved monthly progress report
and all other required supporting documents, showing the amount of the Work executed
by the Subcontractor, in accordance with Article 6.6.2 below (the “Invoice”).
6.6.2 The Subcontractor shall ensure that each Invoice:
(a) is accompanied by evidence that it has paid all relevant taxes and duties
(including, if applicable stamp duty);
(b) is submitted in accordance with the procedure required under this Article 6
(Terms of Payment);
(c) is properly segregated by category and marked “Monthly Work Invoice”, “Extra
Work Invoice”, “Backcharge Work Invoice” or other appropriate title; and
(d) is in a format agreed to by the Contractor and manually signed by authorised

personnel of the Subcontractor.
6.6.3 The Contractor shall either (i) accept each official Invoice by signing the same; or (ii)
reject the official Invoice by providing written notice of such rejection (specifying
reasons) within [five (5) calendar days] after receiving the relevant official Invoice.
6.6.4 All invoices submitted by the Subcontractor shall be addressed to the Contractor’s address
as set forth in Article 12 (Notices), and shall indicate the official address of the
Subcontractor set forth in Article 12 (Notices).
6.6.5 All invoices of the Subcontractor shall be in compliance with applicable laws, including
without limitation, any applicable tax regulations.
6.6.6 Failure to fulfill the requirements of this Article 6.6 (Invoicing) shall be grounds for
rejection of the non-conforming invoice by the Contractor and the Contractor shall have
no liability whatsoever for any losses, damages, costs or the like, including without
limitation, any late penalties, suffered or incurred by the Subcontractor by the rejection of
such non-conforming invoices.
6.6.7 For the avoidance of doubt, in the event the Subcontractor has failed to submit the “Work
approved by the Contractor in accordance with Appendix 14 (Quality Requirements), the
Contractor shall have no obligation to make any payment to the Subcontractor even if the
Subcontractor has submitted an invoice in compliance with the requirements of this
Article 6.6 (Invoicing).
6.7 Payment. All payments to be made by the Contractor shall be paid into a bank account or accounts
described by the Subcontractor, and the Subcontractor shall assume the entire risk for incorrect bank
transfer arising out of the incorrect banking information provided by the Subcontractor.
Any payments made by the Contractor shall not be construed as acceptance of any portion of the Work.
The Contractor shall have no obligation to make any payment to the Subcontractor unless and until
(i)the Contractor has received the bonds required to be submitted by the Subcontractor under Article 9
11
(Bonds) from the Subcontractor; and (ii) such bonds are valid and enforceable at the time of any
request for any payment or otherwise at the time any payment is due and payable. The Contractor may
withhold any payment until the Subcontractor provides the bonds required of it under this Subcontract,
and the Subcontractor shall not be entitled to any additional cost or interest, or any extension of time as
a result of such withholding, nor shall the Subcontractor be entitled to suspend the performance of its
Work or terminate the Subcontract as a result of any such withholding. The Contractor further reserves
the right to postpone, withhold, refuse payment or proceed with partial payment of any invoices, as the
case may be, in case of filing of claims with the Owner and/or the Contractor by the Subcontractor's
creditors in connection with the Work.
6.8 Bank Charges. Any and all bank charges to be incurred for the receipt of any payments under the
Subcontract shall be at the Subcontractor’s account.
6.9 Disputed Items. In addition to the rights under Article 6.6.3, if the Contractor disagrees with any item
comprising any part of the Invoice submitted pursuant to this Article 6 (Terms of Payment) it shall
notify the Subcontractor of such disputed item(s). Payment of the disputed items or amounts shall be
withheld until settlement of the dispute. No interest nor any other penalty shall be levied on any such
payments withheld by the Contractor. Payments made by the Contractor shall not preclude the right of
the Contractor from thereafter disputing any of the items or amount paid. Unless otherwise specified in
this Subcontract Agreement, payment of undisputed items or amounts in each Invoice will be made
within [forty-five (45) calendar days] after receipt of an acceptable Invoice.
6.10 Miscellaneous Payments. Unless otherwise specified in this Subcontract Agreement, the
Subcontractor shall pay all tonnage and other royalties, rent and other payments or compensation (if
any) for obtaining stone, sand, gravel, clay or other materials required for the Work.
6.11 Final Payment. The Contractor shall not be obligated to make final payment to the Subcontractor
until the Subcontractor has delivered to the Contractor a certificate satisfactory to the Contractor
that the Subcontractor has fully performed its obligations under this Subcontract; all claims of the
Subcontractor for the Work are satisfied upon the receipt of such final payment; no property of the
Owner or property used in connection with the Work is subject to any unsatisfied lien or claim;
any and all liens against the Owner's property in connection with the Work are released; and the
Subcontractor has paid all sums due from the Subcontractor to its sub-subcontractors in respect of
the performance of the Work. Further, if the Contractor requests, the Subcontractor shall procure
from its sub-subcontractors a release of lien in the form satisfactory to the Contractor that such
sub-subcontractors shall not file any lien and no property of Owner is subject to the lien in
connection with their provision of materials, labor, or other services to the Subcontractor in
connection with the Work. In the event that the Subcontractor has failed to provide the
certificate(s) stated above, the Contractor may withhold the final payment until such time as the
certificate is submitted to the Contractor.
[Option 2 – Payment in accordance with milestones.]
6.1 Payment of Subcontract Price. The Subcontract Price will be payable as follows:
6.1.1 [ten percent (10%) of the Subcontract Price will be paid as an Advance Payment against
an unconditional Advance Payment Bond for the same amount which shall remain valid
12
until thirty (30) calendar days after the Certificate of Initial Acceptance has been issued
to the Subcontractor .]
6.1.2 [ninety percent (90%) of the Subcontract Price will be paid as upon achievement of the
following Milestones as reported to and approved by the Contractor.]
(a) [description of Milestone] [percentage of payment]

(b) [description of Milestone] [percentage of payment]
(c) [description of Milestone] [percentage of payment]
(d) [description of Milestone] [percentage of payment]
The Contractor shall pay the Subcontractor for the Work in the manner at the time set forth in this
Article 6 (Terms of Payment); provided that the Milestone Payments referred to in Article 6.1.2
shall be subject to the achievement of each Milestone identified in Article 4 (Time for
Completion) by the applicable Milestone Date as approved by the Contractor in writing in
accordance with the Construction Schedule. The Contractor shall be under no obligation to make
a Milestone Payment in respect of any Milestone which has been reached if a preceding Milestone
in any part of the Project has not yet been achieved. The Subcontractor shall complete the
preceding Milestone in accordance with the sequence in the Construction Schedule before any
further Milestone Payment can be made.
6.2 Advance Payment.
6.2.1 The Contractor shall make an advance payment to the Subcontractor in an amount equal
to [ten percent (10%)] of the Subcontract Price (the “Advance Payment”) within [forty-
five (45) calendar days] of having received from the Subcontractor (i) the Advance
Payment Bond; and (ii) the Performance Bond.
6.2.2 The Contractor shall deduct [ten percent (10%)] from each Milestone Payment payable to
the Subcontractor until the Advance Payment has been repaid.
6.2.3 If the Advance Payment has not been repaid by the Subcontractor prior to the issue of the
Certificate of Initial Acceptance, or prior to termination under Article 19 (Termination for
Breach) or Article 20 (Termination For Convenience) of the Subcontract General Terms
and Conditions (as the case may be), the whole of the balance then outstanding shall
immediately become due and payable by the Subcontractor to the Contractor, and the
Contractor shall have the right to deduct or set off such outstanding amounts of the
Advance Payment against any payment due by the Contractor to the Subcontractor.
6.3 Milestone Payments. [Ninety percent (90%)] of the Subcontract Price shall be paid, within [forty-
five (45) calendar days] following the Contractor’s receipt and acceptance of (a) a correct and
complete Invoice in accordance with this Article 6 (Terms of Payment), and (b) the “Work
approved by the Contractor in accordance with Appendix 14 (Quality Requirements) (each such
payment being a “Milestone Payment”). No Milestone Payment shall be payable unless and until
(i) the Invoice is supported and approved by the Contractor according to the approved milestone
achievement, (ii) the Contractor has received the Performance Bond from the Subcontractor, and
(iii) such Performance Bond is valid and enforceable at the time of any request for a Milestone
Payment and at the time any Milestone Payment is due and payable.
13
6.4 Retention. The Contractor shall retain [ten percent (10%)] of each Milestone Payment payable to
the Subcontractor until the amount retained equals [ten percent (10%)] of the Subcontract Price.
Upon issuance of the Certificate of Initial Acceptance the Contractor will reduce any accumulated
Retention to [five percent (5%)] of the Subcontract Price and release the difference within [forty-
five (45) days] of the Contractor’s issuance of the Certificate of Initial Acceptance.
The remainder of the Retention shall be paid to the Subcontractor following (i) issuance by the
Contractor of the Certificate of Final Acceptance pursuant to Article 8.2 (Final Acceptance); (ii)
the Subcontractor’s submission of the Liens and Claims Release Letter in the form of Appendix
10 attached hereto; (iii) a valid certificate from the competent tax authority of the country where
the Work or part of the Work is being or has been performed to the effect that the Subcontractor
has completely discharged its tax liability in the country; and (iv) the Subcontractor’s submission
of all other documents required by the Contractor.
6.5 Progress Reports, Milestone Payment Certificates.
6.5.1 The Subcontractor shall submit to the Contractor a monthly progress report (both hard and
soft copies) in respect of each calendar month commencing on the Effective Date not later
than the [fifth (5th) day] of the following month. The Contractor shall approve the
monthly progress report within [seven (7) calendar days] from the receipt of such report if
no error is discovered and no comment is required. If the Contractor discovers any error
in or has any comment on the monthly progress report, the Contractor shall notify the
Subcontractor within [seven (7) calendar days] from the receipt of such progress report.
In such case, the Parties shall meet in good faith to clarify or amicably resolve any error
or other issue requiring the Contractor’s consent. Following such clarification or
resolution the Subcontractor shall promptly submit a modified monthly progress report to
the Contractor.
6.5.2 To effect any Milestone Payment the Subcontractor shall provide the Contractor with a
certificate stating that all of the requirements for which a payment is to be made including,
where applicable, the achievement of any Milestone have been met or the extent to which
such requirements have not been met (a “Milestone Payment Certificate”). If the
Contractor agrees with the contents of the Milestone Payment Certificate it shall
countersign the Milestone Payment Certificate which will form part of the supporting
documentation for the Invoice. If the Contractor has comments on the contents of the
Milestone Payment Certificate, the Subcontractor shall submit a revised Milestone
Payment Certificate for the Contractor’s countersignature. No Invoice shall be considered
complete without a countersigned Milestone Payment Certificate.
6.6 Invoicing.
6.6.1 Within [fifteen (15) calendar days] following the approval of the monthly progress report
in accordance with Article 6.5 (Progress Reports, Milestone Payment Certificates), the
Subcontractor shall submit an invoice together with the approved monthly progress report
and all other required supporting documents, showing the amount of the Work executed
by the Subcontractor, in accordance with Article 6.6.2 below (the “Invoice”).
6.6.2 The Subcontractor shall ensure that each Invoice:
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(a) is accompanied by evidence that it has paid all relevant taxes and duties
(including, if applicable stamp duty);
(b) is submitted in accordance with the procedure required under this Article 6(Terms
of Payment);
(c) is properly segregated by category and marked “Milestone Work Invoice”, “Extra
Work Invoice”, “Backcharge Work Invoice” or other appropriate title; and
(d) is in a format agreed to by the Contractor and manually signed by authorised

personnel of the Subcontractor.
6.6.3 The Contractor shall either (i) accept each official Invoice by signing the same; or (ii)
reject the official Invoice by providing written notice of such rejection (specifying
reasons) within [five (5) calendar days] after receiving the relevant official Invoice.
6.6.4 All invoices submitted by the Subcontractor shall be addressed to the Contractor’s address
as set forth in Article 12 (Notices), and shall indicate the official address of the
Subcontractor set forth in Article 12 (Notices).
6.6.5 All invoices of the Subcontractor shall be in compliance with applicable laws, including
without limitation, any applicable tax regulations.
6.6.6 Failure to fulfill the requirements of this Article 6.6 (Invoicing) shall be grounds for
rejection of the non-conforming invoice by the Contractor and the Contractor shall have
no liability whatsoever for any losses, damages, costs or the like, including without
limitation, any late penalties, suffered or incurred by the Subcontractor by the rejection of
such non-conforming invoices.
6.6.7 For the avoidance of doubt, in the event the Subcontractor has failed to submit the “Work
approved by the Contractor in accordance with Appendix 14 (Quality Requirements), the
Contractor shall have no obligation to make any payment to the Subcontractor even if the
Subcontractor has submitted an invoice in compliance with the requirements of this
Article 6.6 (Invoicing).
6.7 Payment. All payments to be made by the Contractor shall be paid into a bank account or
accounts described by the Subcontractor, and the Subcontractor shall assume the entire risk for
incorrect bank transfer arising out of the incorrect banking information provided by the
Subcontractor. Any payments made by the Contractor shall not be construed as acceptance of any
portion of the Work. The Contractor shall have no obligation to make any payment to the
Subcontractor unless and until (i) the Contractor has received the bonds required to be submitted
by the Subcontractor under Article 9 (Bonds) from the Subcontractor; and (ii) such bonds are valid
and enforceable at the time of any request for any payment or otherwise at the time any payment
is due and payable. The Contractor may withhold any payment until the Subcontractor provides
the bonds required of it under this Subcontract, and the Subcontractor shall not be entitled to any
additional cost or interest, or any extension of time as a result of such withholding, nor shall the
Subcontractor be entitled to suspend the performance of its Work or terminate the Subcontract as
a result of any such withholding. The Contractor further reserves the right to postpone, withhold,
refuse payment or proceed with partial payment of any invoices, as the case may be, in case of
15
filing of claims with the Owner and/or the Contractor by the Subcontractor's creditors in
connection with the Work.
6.8 Bank Charges. Any and all bank charges to be incurred for the receipt of any payments under the
Subcontract shall be at the Subcontractor’s account.
6.9 Disputed Items. In addition to the rights under Article 6.6.3, if the Contractor disagrees with any
item comprising any part of the Invoice submitted pursuant to this Article 6 (Terms of Payment) it
shall notify the Subcontractor of such disputed item(s). Payment of the disputed items or amounts
shall be withheld until settlement of the dispute. No interest nor any other penalty shall be levied
on any such payments withheld by the Contractor. Payments made by the Contractor shall not
preclude the right of the Contractor from thereafter disputing any of the items or amount paid.
Unless otherwise specified in this Subcontract Agreement, payment of undisputed items or
amounts in each Invoice will be made within [forty-five (45) calendar days] after receipt of an
acceptable Invoice.
6.10 Miscellaneous Payments. Unless otherwise specified in this Subcontract Agreement, the
Subcontractor shall pay all tonnage and other royalties, rent and other payments or compensation
(if any) for obtaining stone, sand, gravel, clay or other materials required for the Work.
6.11 Final Payment. The Contractor shall not be obligated to make final payment to the Subcontractor
until the Subcontractor has delivered to the Contractor a certificate satisfactory to the Contractor
that the Subcontractor has fully performed its obligations under this Subcontract; all claims of the
Subcontractor for the Work are satisfied upon the receipt of such final payment; no property of the
Owner or property used in connection with the Work is subject to any unsatisfied lien or claim;
any and all liens against the Owner's property in connection with the Work are released; and the
Subcontractor has paid all sums due from the Subcontractor to its sub-subcontractors in respect of
the performance of the Work. Further, if the Contractor requests, the Subcontractor shall procure
from its sub-subcontractors a release of lien in the form satisfactory to the Contractor that such
sub-subcontractors shall not file any lien and no property of Owner is subject to the lien in
connection with their provision of materials, labor, or other services to the Subcontractor in
connection with the Work. In the event that the Subcontractor has failed to provide the
certificate(s) stated above, the Contractor may withhold the final payment until such time as the
certificate is submitted to the Contractor.
ARTICLE 7. TAXES
7.1 Taxes. The Subcontractor shall pay all taxes, duties, levies, fees, and costs arising from the
Subcontract including, but not limited to, (i) income, profit, and withholding taxes; (ii) licenses or
personal property taxes; (iii) sales, excise, storage, consumption, use, and similar taxes; (iv)
import duties or similar taxes on the importation of Construction Equipment, Temporary Work or
Materials; (v) fees, and charges; (vi) employment taxes and contributions which may be imposed
by law or regulation, including but not limited to withholding taxes and contributions for
workmen’s social insurance, social security payments, contributions to workmen’s funds; (vii)
permit or registration fees; (viii) any applicable documentation fees; and (ix) any taxes levied by
the government. If the Subcontractor is in default in complying with the provisions of this Article
7 (Taxes), the Contractor may withhold from any payment due to the Subcontractor an amount
sufficient to cover such taxes, etc. The Subcontractor shall, if requested by the Contractor, submit
16
to the Contractor all tax clearance certificates issued by the authorities in the country where the
Work or any part of the Work is being or has been performed.
7.2 Deduction for Taxes. If the Contractor is required by law or regulation or any political
subdivision or taxing authority or agency of the country where the Work or any part of the Work
is to be performed to withhold or deduct such taxes and duties from the payment payable by the
Contractor under the Subcontract, a certain percentage of each payment shall be withheld or
deducted by the Contractor to ensure compliance with such law or regulation.
7.3 No Contractor Indemnity. The Contractor shall have no obligation to reimburse or indemnify the
Subcontractor for any present and future taxes, duties, tariffs, fees and other charges imposed by
any country or by any political subdivision or taxing authority or agency thereof on or with
respect to this Subcontract or any payments made by the Contractor to the Subcontractor pursuant
to the terms of this Subcontract.
ARTICLE 8. ACCEPTANCE
8.1 Initial Acceptance. The Subcontractor shall notify the Contractor in writing when it believes that
the Work is complete. The Contractor will, within fifteen (15) calendar days of receipt of such
notice (or such other time as may be agreed between the parties), inspect and perform such tests as
may be required to determine whether the Work has been satisfactorily completed in accordance
with the Subcontract.
8.1.1 If the Work is found to have errors, Defects or deficiencies or require modification or
corrective action, the Subcontractor shall take corrective measures to remove and correct
those errors, Defects or deficiencies, or repair, modify or replace any defective or
deficient part of the Work, and again notify the Contractor that all corrective measures
have been performed and that the Work is complete.
8.1.2 Within fifteen (15) calendar days of receipt of such notice (or such other time as may be
agreed between the parties) the Contractor will inspect the Work and perform or
reperform any tests it considers appropriate to satisfy itself that the Work has been
completed in accordance with the Subcontract. If the Contractor determines all Work to
have been satisfactorily completed in accordance with the Subcontract and upon receipt of
the Liens and Claims Release Letter, the Contractor shall notify the Subcontractor in
writing of its acceptance of the Work under the Subcontract (“Initial Acceptance”) and
shall issue a certificate of Initial Acceptance (the “Certificate of Initial Acceptance”).
8.1.3 Initial Acceptance shall be achieved no later than the date for Initial Acceptance set out in
the Subcontract Agreement. Initial Acceptance by the Contractor shall not in any way
relieve the Subcontractor of its obligations or responsibilities under the Subcontract.
8.2 Final Acceptance. The Subcontractor shall be responsible for repairing or remedying any errors,
Defects or deficiencies arising during the Warranty Period. After the expiration of the Warranty
Period, if the Contractor considers that any and all necessary repair, rectification, replacement
and/or corrective work have been completed to the satisfaction of the Contractor, the Contractor
shall finally accept the Work (“Final Acceptance”) and notify the Subcontractor in writing that
the Work has achieved Final Acceptance and shall issue a certificate of Final Acceptance (the
“Certificate of Final Acceptance”).
17
8.3 Completed Portions. The Contractor shall have the right at any time to take possession of and use,
for any purpose, any completed portion of the Work. However, the taking of such possession and
use shall not be deemed to be an acceptance of such portion of the Work. If the taking possession
or use of any Work affects the progress of any other part of the Work, the Subcontractor shall
immediately adjust its Work schedule such that the Work may be completed without any
extension of the time for completion.
ARTICLE 9. BONDS
[Note: Project Team to consult with 재무팀 if the Subcontractor cannot comply with these Bond
requirements.]
9.1 Advance Payment Bond. The Subcontractor shall, within [fourteen (14) calendar days] from the
Effective Date, furnish the Contractor with a bank guarantee equivalent to the amount of the
Advance Payment to be made hereunder (the “Advance Payment Bond”). The Advance
Payment Bond shall be in the form specified in Appendix 10, attached hereto, and shall, unless
otherwise expressly agreed by the Contractor in writing, be issued by a first class international
bank, with a credit rating of A- or above from Moody’s/S&P/Fitch, acceptable to the Contractor
and shall remain valid until (and shall be returned by the Contractor within) thirty (30) calendar
days after the Certificate of Initial Acceptance has been issued to the Subcontractor.
9.2 Performance Bond. The Subcontractor shall, within [fourteen (14) calendar days] from the
Effective Date, furnish the Contractor with a bank guarantee in the amount equal to [ten percent
(10%)] of the Subcontract Price (the “Performance Bond”). The Performance Bond shall be in
the form specified in Appendix 10 attached hereto, and shall, unless otherwise expressly agreed
by the Contractor in writing, be issued by a first class international bank, with a credit rating of A-
or above from Moody’s/S&P/Fitch, acceptable to the Contractor. The Performance Bond shall
remain valid until (and shall be returned by the Contractor within) thirty (30) calendar days after
the Certificate of Final Acceptance has been issued to the Subcontractor.
9.3 Not Used.
9.4 General.
9.4.1 All costs and expenses in connection with establishing, maintaining, extending, amending
and canceling any of the bonds as specified in this Article 9 (Bonds) shall be borne and
paid for by the Subcontractor.
9.4.2 Each of the bonds referred to in this Article 9 (Bonds) shall in no way be construed as a
limitation of the Subcontractor’s liability and responsibility under the Subcontract and
shall in no way prevent the Contractor from claiming any indemnification for damages
suffered which exceeds the amount of any such bonds.
9.4.3 Where there is an adjustment to the Subcontract Price which exceeds [ten percent (10%)]
of the Subcontract Price, the Subcontractor shall within thirty (30) days of such
adjustment, either (i) provide an additional performance bond in an amount equal to [ten
percent (10%)] of the value of such adjustment, or (ii) increase the amount of the existing
18
performance bond by an amount equal to [ten percent (10%)] of the value of such
adjustment.
9.4.4 The Subcontractor shall ensure that the Advance Payment Bond and Performance Bond
shall be renewed at least thirty (30) calendar days before the expiry of each such bank
guarantee, if such bank guarantee is due to expire, to ensure that the Advance Payment
Bond and Performance Bond shall remain valid until thirty (30) calendar days after the
issuance of the Certificate of Initial Acceptance in the case of the Advance Payment Bond,
or thirty (30) calendar days after the issuance of the Certificate of Final Acceptance, in the
case of the Performance Bond.
9.4.5 Each of the Advance Payment Bond and Performance Bond shall guarantee the
performance by the Subcontractor of the obligations of the Subcontractor under this
Subcontract for which such bank guarantee relates, and the Contractor shall be entitled to
make a claim under any of the Advance Payment Bond and Performance Bond for a
failure of the Subcontractor to comply with such obligations under this Subcontract,
including, but not limited to:
(a) failure by the Subcontractor to maintain in force any of the Advance Payment
Bond and/or Performance Bond as required under, and in accordance with, this
Article 9, in which event the Contractor may claim the full amount of the
Advance Payment Bond and/or Performance Bond, as the case may be;
(b) failure by the Subcontractor to pay the Contractor any amount due by the
Subcontractor to the Contractor under this Subcontract, within twenty-eight (28)
calendar days after written request by the Contractor to the Subcontractor for
payment;
(c) failure by the Subcontractor to remedy a default within twenty-eight (28) calendar
days after receiving the Contractor’s notice requiring the default to be remedied;
(d) circumstances which entitle the Contractor to termination under Subcontract

General Terms and Conditions, Article 19 (Termination for Breach), irrespective
of whether notice of termination has been given.
9.4.6 The bank issuing any of the bonds referred to in this Article 9 shall forward the bond via
SWIFT MT760 to Citibank Korea Inc., whose BIC is CITIKRSX. Should the issuing
bank not have a Relationship Management Application (“RMA”) in place with Citibank
Korea Inc., the Subcontractor shall procure that the issuing bank will contact the
following persons at Citibank Korea Inc. responsible for RMA, in order to set up the
RMA between the issuing bank and Citibank Korea Inc.
The persons responsible for RMA at Citibank Korea Inc. are as follows; provided that the
Contractor may notify the Subcontractor of any changes in such persons listed below:
Ms. Seungju Eun

Tel: +82-2-3455-2607
Email: seungju.eun@citi.com
[Internal Note: Prior to execution of Subcontract, please check with Finance Team
whether the above contact information is still correct.]
19
ARTICLE 10. LIQUIDATED DAMAGES FOR DELAY
10.1 If the Certificate of Initial Acceptance is not issued by the date set out in [the Construction
Schedule (as may be amended from time to time in accordance with the provisions of the
Subcontract)][Article 4 (Time for Completion)], [*Note – Please make a choice and delete
the one that is not used.] the Subcontractor shall pay the Contractor a liquidated damages
calculated at a rate of [zero point five percent (0.5%)] of the Subcontract Price for each calendar
day that the Certificate of Initial Acceptance is delayed from the date set out in the [Construction
Schedule][Article 4 (Time for Completion)] [*Note – Please make a choice and delete the
one that is not used.] for the issuance of the Certificate of Initial Acceptance.
If the time for completion with respect to any specific part of the Work is provided for in the
[Construction Schedule][Article 4 (Time for Completion)] [*Note – Please make a choice and
delete the one that is not used.] hereof and the Subcontractor fails to complete such part of the
Work by the date set out in [Construction Schedule][Article 4 (Time for Completion)] [*Note –
Please make a choice and delete the one that is not used.], the Subcontractor shall pay the
Contractor a liquidated damages calculated at a rate of [zero point five percent (0.5%)] of the
Subcontract Price for each calendar day that the completion of such part of the Work is delayed
from the date set out in the [Construction Schedule][Article 4 (Time for Completion)][*Note –
Please make a choice and delete the one that is not used.].
Liquidated damages for delay under this Article 10 (Liquidated Damages for Delay) shall not
exceed [ten percent (10%)] of the Subcontract Price (as adjusted).
10.2 If the Certificate of Initial Acceptance has been issued but the Performance Tests have not been
achieved due to reasons that, in the Contractor’s opinion, are attributable to the Subcontractor, the
Subcontractor shall pay the Contractor liquidated damages at a rate of [•] for each calendar day
that the Performance Tests have not been achieved.
10.3 The Contractor may, without prejudice to any other method of recovery, deduct the amount of any
such liquidated damages described above from any payment due to or which may become due to
the Subcontractor. The deduction by the Contractor or the payment by the Subcontractor of any
amount of liquidated damages shall not relieve the Subcontractor from its obligations to complete
the Work.
10.4 The Parties agree that the liquidated damages set forth herein are a fair and reasonable pre-estimate
of the damages likely to be sustained by the Contractor as a result of Subcontractor’s delay in
achievement of the Milestone and/or Initial Acceptance, and shall not be construed as a penalty.
ARTICLE 11. LIENS AND CLAIMS RELEASE LETTER
The Subcontractor shall furnish the Contractor with the Liens and Claims Release Letter in the form
specified in Appendix 10 attached hereto (or as revised as required by the Contractor) releasing and
forever discharging the Contractor and the Owner from all claims and demands whatsoever in any manner
arising out of the Subcontract and warranting that the Subcontractor shall indemnify and hold harmless the
Contractor and the Owner from any claims, demands, or liens that may arise out of the Subcontract. After
the Contractor receives the Liens and Claims Release Letter from the Subcontractor, the Contractor shall
issue the Certificate of Initial Acceptance in accordance with Article 8.1 (Initial Acceptance). The
20
provision of the Liens and Claims Letter by the Subcontractor shall not relieve the Subcontractor of its
obligations under the provisions of the Subcontract, which by their nature survive the completion of the
Work, including without limitation warranties, guarantees, and indemnities.
ARTICLE 12. NOTICES
12.1 Any notice to be given under this Subcontract Agreement shall be in writing and shall be
delivered personally or sent by way of registered mail, telex or facsimile transmission to the duly
authorized representative of each Party who has been granted the authority to execute this
Subcontract Agreement (the “Authorized Representative”) as follows:
To the Contractor:
[insert name of Samsung entity]

[insert address of Samsung entity]
Attention:
Tel No.:
Facsimile No.:
E-mail:
To the Subcontractor:
[_______________________]
[Address]
Attention:
Tel No.:
Facsimile No.:
E-mail:
12.2 Any notice sent by telex, or facsimile transmission shall be confirmed by sender within two (2)
days after dispatch by notice sent by registered mail, airmail post or special courier, except as
otherwise specified in the Subcontract. Communications sent via e-mail shall not be considered to
be official until and unless followed by written confirmation via registered mail, airmail post or
special courier.
12.3 In the case where the Authorized Representative is replaced by either Party, such replacement
shall be confirmed within three (3) days after dispatch by notice sent by registered mail, airmail
post or special courier, except as otherwise specified in the Subcontract, provided that a duly
executed power of attorney shall be attached to such confirmation for such replacement to become
effective.
12.4 Each Party may change such address details by notice to the other Party in accordance herewith
and such change shall take effect on receipt of such notice by the other Party.
12.5 All correspondence to the Contractor including, but not limited to, payment requests and invoices
should be made to the Contractor’s Authorized Representative at Site. Otherwise, such
correspondence shall be deemed to be null and void
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ARTICLE 13. LANGUAGE
13.1 Notwithstanding that this Subcontract Agreement may have been translated into another language
and/or a translation of this Subcontract Agreement may have been executed by the Parties in
accordance with any local legal requirements or regulations, the Parties agree that English shall be
the governing language of this Subcontract Agreement and shall have precedence and prevail over
any translations thereof. The English original of this Subcontract Agreement shall exclusively be
used for the purpose of interpretation of any of the clauses and terms herein.
13.2 Each notice, instrument, certificate or other document to be given by one party to another under or
in accordance with the Subcontract shall be in the English language. If necessary, such notice,
instrument, certificate or other document can be translated into another language. However, in
case of dispute between the English version and any such translated version, the English version
shall prevail over the translated version.
ARTICLE 14. EFFECTIVE DATE AND TERM OF SUBCONTRACT
14.1 The Subcontract Agreement shall for all purposes become in full force and effect on the Effective
Date, and shall terminate on the day following the expiration of the Warranty Period.
14.2 Notwithstanding the foregoing, this Subcontract Agreement shall be deemed to apply to all Work
performed by the Subcontractor regardless of whether the Work was performed prior to the
Effective Date, and any and all such Work shall be deemed to have been performed under this
Subcontract Agreement.
ARTICLE 15. SPECIAL CONDITIONS
[*Note: Please check with 법무 when inserting any special conditions.]
15.1 Project Specific Conditions
Appendix 3 (Subcontract Special Terms and Conditions) shall set forth special terms which shall
be incorporated into the Subcontract General Terms and Conditions as if set out in the Subcontract
General Terms and Conditions.
15.2 Amendment to the Subcontract General Terms and Conditions
Appendix 3 (Subcontract Special Terms and Conditions) shall set forth the provision(s) of the
Subcontract General Terms and Conditions which shall amend the Subcontract.
ARTICLE 16. GOVERNING LAW
16.1 This Subcontract Agreement and the Subcontract shall be governed by and construed in
accordance with the laws of England and Wales.
16.2 Any dispute arising under or in connection with this Subcontract Agreement and/or the
Subcontract shall be settled in accordance with the provisions of Article 25 (Settlement of
22
Disputes) of the Appendix 4 (Subcontract General Terms and Conditions), which provisions shall
be deemed to form part of this Article 16.2.
ARTICLE 17. ENTIRE AGREEMENT
This Subcontract Agreement and the Appendices hereto, constitute the entire agreement between the
Parties relating to the subject matter of this Subcontract, and supersedes any and all written or oral
previous agreements, commitments, discussions, negotiations and understandings made prior to the
Effective Date, and no other prior terms or conditions shall apply to the subject matter of this Subcontract.
IN WITNESS WHEREOF, the Parties hereto have caused their respective duly authorized
representatives to execute this Subcontract Agreement.
By:_________________________
Title:
Date:
[_____________________________________]
By:_________________________
Title:
Date:
23
APPENDIX 1
DEFINITIONS AND RULES OF INTERPRETATION
1.1 DEFINITIONS
In the Subcontract the following words and expressions shall have the meanings stated. Capitalized terms
used in the Subcontract General Terms and Conditions and the Subcontract Agreement and not otherwise
defined herein shall, unless defined in the Subcontract Agreement, have the meanings assigned to the
Main Contract.
“Advance Payment Bond” has the meaning ascribed thereto in Article 9.1 (Advance Payment Bond) of
the Subcontract Agreement.
“Advance Payment” has the meaning ascribed thereto in Article 6.2 (Advance Payment) of the
“Authorized Representative” has the meaning ascribed thereto in Article 12.1 (Notices) of the
“Backcharge” means all costs and expenses whatsoever (including labor, Materials, supervision, tools,
equipment and associated costs and expenses as determined by the Contractor) incurred by the Contractor
or its designee in relation to the performance of the Work (including rectifying, modifying, repairing or
replacing equipment, Materials, services or any part of the Work) which is the responsibility of the
Subcontractor. Any such costs or expenses shall be chargeable to the Subcontractor. Without limitation,
and by way of example only, Backcharges may result from:
(a) Services performed by the Contractor at the Subcontractor’s request, for a portion of the
Work which is within the Subcontractor’s scope of Work under the Subcontract; or
(b) Costs or expenses sustained by the Contractor as a result of the Subcontractor’s non-
compliance with the provisions of the Subcontract or any act or omission or negligence by
the Subcontractor.
“Certificate of Final Acceptance” has the meaning ascribed thereto in Article 8.2 (Final Acceptance) of
“Certificate of Initial Acceptance” has the meaning ascribed thereto in Article 8.1 (Initial Acceptance) of
“Change in the Work” means any alteration or modification to or addition to or omission of the Work
and services of any kind which are, in the reasonable opinion of the Contractor, of a different character
and therefor are not covered by the original scope of the Work under the Subcontract.
“Commencement of Work” means the date specified in Article 4 (Time for Completion) of the
Subcontract Agreement requiring the Subcontractor to commence the performance of the Work as more
particularly described in Appendix 2 (Scope of Work) and Appendix 13 (Construction Schedule).
24
“Commissioning” means all actions following Mechanical Completion necessary to enable the Facility to
achieve Initial Acceptance.
“Confidential Information” means all information which the Subcontractor obtains from the Contractor,
(directly or indirectly) including, but not limited to, information regarding the Work, processes involved in
the Work, the Facilities of the Owner, the transactions covered by the Subcontract, and any other
information or know-how supplied by the Contractor.
“Construction Equipment” means all appliances or things of whatsoever nature required in or about the
execution of the Work (or making good thereof during the Warranty Period) but does not include the
Temporary Work, Materials, or other things intended to form or forming part of the Facility.
“Construction Schedule” means the construction schedule attached to the Subcontract Agreement as
Appendix 13.
“Contractor” has the meaning ascribed thereto in the Subcontract Agreement and includes its
representatives or legal successors or permitted assigns.
“Contractor’s Representative” means the person named or appointed as such in accordance with Article
2.2 of the Subcontract General Terms and Conditions (Contractor’s Representative).
“Defect” means any defect, deficiency or deviation in respect of the Work resulting from improper or
faulty design, materials, manufacture, fabrication or workmanship or a failure to meet the requirements of
the Subcontract, provided that a Defect shall not include defects, deficiencies or deviations which arise
from fair wear and tear. For the avoidance of doubt, the burden of proof as to aforesaid defect, deficiency
or deviation is not a Defect shall lie with the Subcontractor.
“Facility” means the plants and facilities to be constructed by the Contractor for the Owner pursuant to
the Main Contract between the Owner and the Contractor.
“Final Acceptance” means the final acceptance of the Work by the Contractor pursuant to the procedure
described in Article 8.2 (Final Acceptance) of the Subcontract Agreement.
“Force Majeure” means the events or circumstances which:
(a) are unforeseen at the time of execution of the Subcontract;
(b) occur after the date of the execution of the Subcontract;
(c) are beyond the reasonable control, and are without the fault or negligence of the affected
Party;
(d) are unavoidable notwithstanding the reasonable care and exercise of due foresight of the
affected Party; and
(e) renders the execution of the obligations impossible whether legally or physically, despite
the exercise of due diligence and reasonable care.
Save that each of the following are explicitly excluded from Force Majeure and are the sole
responsibility of the Subcontractor:
25
(i) strikes or labor disturbances involving only employees of Subcontractor or any sub-
subcontractor of any tier or directly or indirectly caused by the Subcontractor or any sub-
subcontractor;
(ii) shortages or price fluctuations with respect to materials, supplies or components of

equipment or other Work; late delivery of materials, supplies or components of
equipment;
(iii) economic hardship;
(iv) shortages of manpower or labor;
(v) the delay, default or failure to perform by the Subcontractor or any of its employees,
representatives, agents, affiliates, vendors, or sub-subcontractors of any tier;
(vi) machinery or equipment breakdown;
(vii) customs procedures;
(viii) unavailability at the Site of necessary utilities; and
(ix) weather or geological conditions that could reasonably be expected to occur by an

experienced contractor in the country where the Work is to be performed.
For the avoidance of doubt, no event shall deemed to be a Force Majeure event, unless and until the
Owner has acknowledged that such event is a Force Majeure event under the terms of the Main
Contract.
“HSE Manager” means the person named or appointed in charge of the development, maintenance, and
compliance of the Health and Safety Standards as defined in Article 5.15 of the Subcontract General
Terms and Conditions.
“Initial Acceptance” means the initial acceptance of the Work by the Contractor pursuant to the
procedure described in Article 8.1 (Initial Acceptance) of the Subcontract Agreement.
“Insurance Plan” has the meaning ascribed thereto in Article 6.1 of the Subcontract General Terms and
Conditions (Obligation to Insure).
“Invoice” has the meaning ascribed thereto in Article 6.6 (Invoicing) of the Subcontract Agreement.
“Law” means laws, by-laws (whether international, national, local or otherwise), by-laws and regulations
and requirements pertaining to the Work, including but not limited to those pertaining to safety, health,
environmental protection, fire protection and security regulations as are required by any government
agencies, authorities and/or other entities with similar authority which are applicable to any location where
the Work is being carried out including such regulations as may be prescribed by Owner or Contractor.
“Liquidated Damages” means charges levied against the Subcontractor by the Contractor for each day
that the Subcontractor fails to satisfactorily achieve completion of the Work within the time stipulated in
26
“Materials” means all materials or other things incorporated or intended to be incorporated into the
Facility including spare parts and supplies such as catalysts, chemicals, lubricants, etc., which are required
to permit the operation of the Facility.
“Milestone” has the meaning ascribed thereto in Article 4 (Time for Completion) of the Subcontract
Agreement.
“Milestone Date” has the meaning ascribed thereto in Article 4 (Time for Completion) of the Subcontract
Agreement.
“Milestone Payment” has the meaning ascribed thereto in Article 6.3 (Milestone Payments) of the
Subcontract Agreement. [*Note: This definition only to be used with Article 6 Option 2.]
“Milestone Payment Certificate” has the meaning ascribed thereto in Article 6.5 (Progress Reports,
Milestone Payment Certificates) of the Subcontract Agreement. [*Note: This definition only to be used
with Article 6 Option 2.]
“Owner” means the Contractor’s Owner named as such in the Subcontract Agreement and includes its
representatives or legal successors or permitted assigns.
“Performance Bond” has the meaning ascribed thereto in Article 9.2 (Performance Bond) of the
“Permanent Work” means all Work, except for the Temporary Work, and includes the Facility, Materials,
machinery, apparatus, equipment, articles, and things of all kinds to be provided or erected under the
Subcontract.
“Progress Payment” has the meaning ascribed thereto in Article 6.3 (Progress Payments) of the
Subcontract Agreement. [*Note: This definition only to be used with Article 6 Option 1.]
“Progress Payment Certificate” has the meaning ascribed thereto in Article 6.5 (Progress Reports,
Progress Payment Certificates) of the Subcontract Agreement. [*Note: This definition only to be used
with Article 6 Option 1.]
“Quality Requirements” means the quality requirements set forth in Appendix 14 (Quality
Requirements).
“Retention” means that percentage of each [Progress Payment] [*Note: For use with Option 1]
[Milestone Payment] [*Note: For use with Option 2] withheld by the Contractor as described in Article
6.4 of the Subcontract Agreement, to be used by the Contractor for the correction of Defects during the
Warranty Period in the event that the Subcontractor fails to rectify the Defects that the Subcontractor was
notified of in writing by the Contractor.
“Site” means the land, field or places on, under, in, or through which the Work is to be executed and such
other places for execution of the Work as may be specifically designated in the Subcontract as forming
part of the Site.
27
“Subcontract Agreement” means the agreement, of which the Subcontract General Terms and
Conditions form a part, executed by and between the Contractor and the Subcontractor for the
Subcontractor’s execution of the Work.
“Subcontract Price” has the meaning ascribed thereto in Article 5 (Subcontract Price) of the Subcontract
Agreement.
“Subcontract” has the meaning ascribed thereto in Article 3 (Subcontract) of the Subcontract Agreement.
“Subcontract Documents” has the meaning ascribed thereto in Article 3 (Subcontract) of the Subcontract
Agreement.
“Subcontractor” means the person or persons, firm company or corporation named as such in the
Subcontract Agreement and includes its representatives or legal successors or permitted assigns.
“Subcontractor’s Representative” means the person appointed as such in accordance with Article 3.3 of
the Subcontract General Terms and Conditions (Subcontractor’s Representative).
“Temporary Work” means all temporary Work, facilities or materials of every kind required in or about
the execution of the Work (or in making good thereof during the Warranty Period) but does not include
the Construction Equipment, Materials or other things intended to form or forming part of the Facility.
“Work” means all work, services, equipment, Materials, tools, machinery and supplies whether
permanent or temporary to be performed or provided by the Subcontractor under the Subcontract. Work
consists of Permanent Work and Temporary Work.
1.2 RULES OF INTERPRETATION
1.2.1 Unless the context of the Subcontract otherwise requires, the following rules of interpretation
shall apply to the Subcontract.
(i) The headings contained in the Subcontract are used solely for convenience and do not
constitute a part of the Subcontract, nor should they be used to aid in any manner to
construe or interpret the Subcontract.
(ii) References to “Article,” “Section,” “Appendix” or “Schedule” are to this Subcontract
unless specified otherwise. References to any Article or Section shall include all Sections,
subsections and paragraphs contained therein.
(iii) Unless the context otherwise expressly requires a reference to a time for performance of
an obligation is a reference to that time in the location where that obligation is to be
performed.
(iv) References to a person include an individual, firm or body, corporate or unincorporated.
(v) A reference to any law includes all statutory and administrative provisions consolidating,
amending or replacing that law and includes all rules and regulations promulgated
thereunder.
(vi) References to any act, statute, law, code, standard, regulation, permit, constitution, license,
ordinance, rule, judgment, order, decree, directive, guideline or policy (including
applicable Laws) shall be construed as a reference to the same as it may have been, or
may from time to time be, amended, modified, supplemented or re-enacted.
28
(vii) The gender of all words used herein shall include the masculine, feminine and neuter.
(viii) The terms “hereof,” “herein,” “hereto” and similar words refer to this Subcontract in its
entirety and not any particular Article, Section, Appendix, Schedule or any other
subdivision of the Subcontract.
(ix) The words “includes” and “including” shall be construed without limitation.
(x) The singular form of any term shall include the plural form of such term and the plural
form of any term shall include the singular form of such term, except where the context
otherwise requires.
(xi) References to any contract, agreement or document (including this Subcontract) shall be
construed as a reference to such agreement or document as the same may be amended,
modified, supplemented or restated, and shall include a reference to any agreement or
document that amends, modifies, supplements or restates, or is entered into, made or
given pursuant to or in accordance with its terms.
(xii) All obligations under this Subcontract of either Party are continuing obligations
throughout the term hereof.
(xiii) No provision of this Subcontract may be construed adversely to a Party on the grounds
that the Party was responsible for the preparation of the Subcontract or that provision.
1.2.2 Subject to Article 3 of the Subcontract Agreement, any conflict, discrepancy or ambiguity
between or within the provisions of the Subcontract Agreement and the Subcontract General
Terms and Conditions shall be resolved as the Contractor determines.
29
APPENDIX 2
SCOPE OF WORK
[*Note: Please make efforts to make the Scope of Work clear and definite.]
2-1. Scope of Direct Work and Supply
2-2. Scope of Indirect Work and Supply
2-3. Bill of Quantity and Rates
30
APPENDIX 3
SUBCONTRACT SPECIAL TERMS AND CONDITIONS
[*Note: Appropriate Special Terms and Conditions are to be chosen and inserted herein depending on
the location of the Project.]
31
APPENDIX 4
SUBCONTRACT GENERAL TERMS AND CONDITIONS
Table of Contents
1. DEFINITIONS AND RULES OF INTERPRETATION.........................................................................................................................33
2. CONTRACTOR’S OBLIGATIONS .......................................................................................................................................................33
3. SUBCONTRACTOR’S OBLIGATIONS ...............................................................................................................................................33
4. BACKCHARGE WORK ........................................................................................................................................................................35
5. SUBCONTRACTOR’S MANNER OF EXECUTION ...........................................................................................................................35
6. INSURANCE ..........................................................................................................................................................................................40
7. LIENS AND CLAIMS ............................................................................................................................................................................41
8. ASSIGNMENT AND SUBLETTING ....................................................................................................................................................41
9. REPRESENTATION AND WARRANTY .............................................................................................................................................41
10. CARE OF THE WORK AND OWNERSHIP AND TITLE ...................................................................................................................43
11. TESTS AND INSPECTIONS .................................................................................................................................................................44
12. DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS .........................................................................................................45
13. RECORDS AND AUDIT .......................................................................................................................................................................46
14. CONSTRUCTION EQUIPMENT, TEMPORARY WORK AND MATERIALS ..................................................................................47
15. SUBCONTRACTOR'S PERSONNEL ...................................................................................................................................................47
16. DELAYS AND EXTENSION OF TIME................................................................................................................................................48
17. CHANGES..............................................................................................................................................................................................49
18. SUSPENSION OF THE WORK .............................................................................................................................................................51
19. TERMINATION FOR BREACH ...........................................................................................................................................................52
20. TERMINATION FOR CONVENIENCE ...............................................................................................................................................53
21. CONFIDENTIALITY AND NON-DISCLOSURE ................................................................................................................................54
22. FORCE MAJEURE ................................................................................................................................................................................54
23. LIABILITY AND INDEMNITY ............................................................................................................................................................55
24. PATENT INDEMNITY ..........................................................................................................................................................................56
25. SETTLEMENT OF DISPUTES..............................................................................................................................................................57
26. MISCELLANEOUS ...............................................................................................................................................................................58
32
1. DEFINITIONS AND RULES OF and may by notice to the Subcontractor vary or

INTERPRETATION revoke any such delegation.
Capitalized terms used in these Subcontract General 2.2.3 The Contractor’s Representative shall, in carrying
Terms and Conditions and the Subcontract Agreement out its functions, act solely on behalf of the
shall have the meanings assigned to them in Appendix 1 Contractor. Any written instructions, directions or
(Definitions and Rules of Interpretation) or Article 1 approvals given by the Contractor’s Representative
(Definitions) of the Subcontract Agreement. These to the Subcontractor shall be contractually binding
Subcontract General Terms and Conditions and the on the Contractor as though it had been given by the
Subcontract Agreement shall be interpreted in accordance Contractor. Any failure of the Contractor’s
with Article 1.2 (Rules of Interpretation) of Appendix 1 Representative to disapprove any Work or Materials
(Definitions and Rules of Interpretation). shall not prejudice the power of the Contractor to
subsequently disapprove such Work or Materials and
2. CONTRACTOR’S OBLIGATIONS to order the removal, pulling down or breaking up
thereof.
2.1 Contractor’s Responsibility. The Contractor shall:
3. SUBCONTRACTOR’S OBLIGATIONS
(a) provide the Site and specify, as it deems necessary, a
base point or benchmark for the Subcontractor’s 3.1 The Work. The Subcontractor shall:
proper execution of the Work;
(a) provide and execute the Work strictly in accordance
(b) provide technical data and design bases, as it deems with the Construction Schedule (as may be revised
necessary, for the Subcontractor to execute the and approved by the Contractor) and the
Work; requirements and provisions of the Subcontract;
(c) provide interpretations, if required, to any technical (b) not carry out any Change in the Work without
document provided by it such as requisitions, written instruction or approval from the Contractor;
specifications, plans, drawings and standards;
(c) immediately upon receipt, check all such technical
(d) (subject to Article 12.6 (Subcontractor’s Obligations data and design bases, including but not limited to,
Not Affected)) review and/or approve, to the extent it specifications, drawings and documents and shall
deems necessary, such drawings, specifications, promptly notify the Contractor in writing of any
schedules, the Subcontract execution procedures, and errors, omissions, ambiguities or discrepancies
the like as may be prepared by the Subcontractor therein. Any work affected by such discrepancies
based on the above-mentioned data and design bases; which is performed by the Subcontractor subsequent
to discovery but prior to clarification by the
(e) (subject to Article 12.6 (Subcontractor’s Obligations Contractor shall be at the Subcontractor’s risk and
Not Affected)) supervise the Subcontractor’s work at expense. The Subcontractor acknowledges and
the Site; agrees that all documents or information, including,
(f) carry and maintain the insurances as specified in and but not limited to, studies, reports or other
required by the Insurance Plan; information (including oral statements or opinions
contained or expressed therein) which have been or
(g) appoint a suitably qualified representative in will be provided by the Contractor are given to the
accordance with Article 2.2 (Contractor’s Subcontractor as a convenience and reference and
Representative); and that the Contractor makes no representations or
(h) provide (if any) such equipment and materials to be warranties with respect to the accuracy or
used in the performance of the Work under the completeness of such documents or the information.
Subcontract (“Contractor-Provided Equipment”) The Subcontractor shall perform the Work only in
2.2 Contractor’s Representative. accordance with drawings marked “Issue for
Construction (IFC)” and any subsequent revisions
2.2.1 The person(s) named in the Subcontract (if any) or thereto, which may be issued by the Contractor after
such person(s) as the Contractor may appoint, from execution of this Subcontract. Such IFC drawings,
time to time by notice to the Subcontractor, shall act upon issuance, shall become part of the Subcontract,
as the Contractor’s representative (the “Contractor’s superseding or supplementing the original drawings
Representative”). issued before execution of the Subcontract. The
Subcontractor shall also perform the Work only in
2.2.2 The duties of the Contractor’s Representative include
accordance with the drawings submitted by the
the supervision of the Work, the testing and
Subcontractor and reviewed by the Contractor.
examination of any Materials involved or
Drawings will be furnished to the Subcontractor in
workmanship employed in connection with the Work
PDF electronic format unless otherwise noted by the
and the issuing of drawings, instructions, directions
Contractor.
and approvals. The Contractor may delegate any or
all of its powers to the Contractor’s Representative
33
(d) ensure the Work are provided to achieve the 3.2.2 The Subcontractor shall be responsible for
Milestone Dates specified in Article 4 (Time for verification of interface and cooperation with other
Completion) in accordance with the Subcontract; contractors, subcontractors and consultants of the
Owner and the Contractor in order that the Work
(e) unless otherwise provided for in the Subcontract may be carried out in the safest, most convenient and
obtain all necessary permits, licenses, authorizations, efficient way, and shall liaise, cooperate and
consents and governmental and other approvals coordinate its activities with such other contractors,
required for the performance of the Work and shall subcontractors and consultants of the Owner and the
pay all associated fees, taxes and costs. Where the Contractor in order that the Work and the work of
Subcontract requires the Contractor to obtain any such other contractors, subcontractors and
permit, license, authorization, consent or approval consultants be carried out in such a way as will serve
the Subcontractor shall provide the Contractor with the Contractor’s and the Owner’s interests and more
all necessary data, information and documentation as particularly so as to prevent any adverse impact upon
required by the relevant authorities (until such date the Construction Schedule. For the avoidance of
that the Contractor has obtained, from such relevant doubt, no extension of time (under Article 16.1 or
authorities, the confirmation that the permit otherwise) shall be granted for any delay resulting
application documentation is complete to the from any interference involving or arising from other
satisfaction of the relevant authorities and the subcontractors at the Site.
Contractor);
3.2.3 The Contractor reserves the right to direct the
(f) obtain and maintain all insurances in accordance Subcontractor to (i) render reasonable assistance to
with Article 6 (Insurance) and the Insurance Plan; and/or co-work with such other contractors,
(g) arrange and provide for spare parts (if any) to be subcontractors and/or consultants; and (ii) schedule
provided in accordance with the Subcontract; and reschedule from time to time the order of
performance of the Work hereunder in such a manner
(h) obtain written permission for night or holiday work so as not to unreasonably interfere with the
from the Contractor if such night or holiday work is performance of work by the Owner, the Contractor
required to be performed by the Subcontractor. If and such other contractors, subcontractors and/or
night or holiday work is performed by the consultants of the Owner or the Contractor. For the
Subcontractor without having first obtained written avoidance of doubt, the Contractor’s direction under
permission from the Contractor, the Contractor shall this Article 3.2.3 shall not be a Change in the Work.
have no liability with respect to such night or holiday
work performed by the Subcontractor; 3.3 Subcontractor’s Representative.
(i) provide all other services necessary to perform the 3.3.1 The Subcontractor shall appoint, in writing to the
Work including, but not limited to management, Contractor prior to Commencement of Work, a
expertise, supervision, labor, materials, Construction person to act as the Subcontractor’s representative
Equipment, plant, tools and tackles, consumables, (the “Subcontractor’s Representative”) with
and scaffolding. For the avoidance of doubt, in the complete authority to administer and enforce the
event that any activity or work of a nature necessary implementation of the Subcontract in respect of all
for the successful completion of Work for the Project commercial, financial, legal or technical matters
is not specifically mentioned in Appendix 2 (Scope whatsoever and to transmit instructions, receive
of Work), but is reasonably inferred to be necessary information and give binding approvals as to matters
to ensure the successful completion of the Work, pertaining to the Subcontract including Changes in
such activity or work shall be deemed to be included the Work and any amendments. The Subcontractor
in the Work and for the avoidance of doubt, the shall within seven (7) days of the execution of the
Work shall include any and all services required to Subcontract Agreement, execute and deliver to the
complete the Work for the Project whether or not Contractor the Power of Attorney in respect of the
specifically mentioned in Appendix 2 (Scope of Subcontractor’s Representative, in the form set out in
Work); and Appendix 12 (as may be amended as required to
conform to applicable Laws). The Subcontractor’s
(j) arrange, if required by the Contractor, for its ultimate Representative shall be fluent in the English
parent company to issue the parent company language.
guarantee in order to guarantee and support its
performance under the Subcontract in the form 3.3.2 The Subcontractor’s Representative shall supervise
acceptable to the Contractor. all of the Work performed by the Subcontractor at
3.2 Other Subcontractors/Suppliers. the Site in accordance with the instructions to be
given by the Contractor to the Subcontractor. All
3.2.1 The Subcontractor recognizes that other contractors, instructions given to the Subcontractor’s
subcontractors and consultants of the Owner or the Representative shall be deemed as given to the
Contractor may be engaged at the site in connection Subcontractor. The Subcontractor’s Representative
with the Project. shall be present at the Site throughout the normal
34
working hours applicable to the Site except when on 5. SUBCONTRACTOR’S MANNER OF EXECUTION
leave, sick or absent from the Site for reasons
connected with the proper performance of the 5.1 Contractor’s Interests. The Subcontractor shall at all
Subcontract. When the Subcontractor’s times perform the Work in such a manner as will always
Representative is absent from the Site during the safeguard and protect the Contractor’s and the Owner’s
normal working hours applicable to the Site, a interests and take all necessary and proper steps to prevent
suitable person shall be appointed by the abuse or uneconomical use of facilities or utilities which
Subcontractor to act as its deputy. The may be made available to the Subcontractor.
Subcontractor’s Representative shall not be engaged 5.2 Instructions. The Subcontractor shall forthwith comply,
in any other work during the execution of the Work. and ensure the compliance by its suppliers and sub-
subcontractors of any tier, with the Subcontract and all
3.3.3 If the Contractor is of the opinion that the instructions issued by or on behalf of the Contractor. If,
Subcontractor’s Representative or any member of the upon receipt of any instruction, the Subcontractor
Subcontractor’s supervisory staff is incompetent, has considers that a change is involved that could affect its
committed a breach of his duties or has been costs or the schedule in connection with the performance
objected to, in writing by the Owner, the Contractor of the Work, the Subcontractor shall inform the
may demand, by written notice to the Subcontractor, Contractor within seven (7) calendar days of the
that such person be replaced at the Subcontractor’s Subcontractor receiving the instruction. Unless the
cost and, upon the Contractor’s demand, such Subcontractor notifies the Contractor in accordance with
replacement shall be made without delay; provided this Article 5.2, the Subcontractor is obliged to perform
always that such person shall be subject to the prior the Work in accordance with the instruction and will have
written approval of the Contractor. no entitlement to any additional compensation or to any
change to the schedule. If within seven (7) calendar days
4. BACKCHARGE WORK (or such other period of time that the Contractor may
4.1 Backcharge Work. If, under the provisions of this indicate in his notice) of the receipt of a written notice
Subcontract, the Subcontractor is notified by the from the Contractor requiring compliance with an
Contractor to correct defective or non-conforming Work, instruction the Subcontractor does not comply therewith,
or to perform Work in accordance with (and so as to then the Contractor, without prejudice to any other rights
comply with) the Construction Schedule, and the or remedies available to it under the Subcontract, may
Subcontractor states or, by its actions, indicates that it is employ and pay other persons to execute any Work
unable or unwilling to proceed with the Work or whatsoever which may be necessary to give effect to such
corrective action in a reasonable time, the Contractor may, instruction and all costs incurred in connection with such
upon written notice, accomplish the redesign, repair, employment shall be recoverable from the Subcontractor.
rework or replacement of nonconforming or non- Such amounts shall be payable within twenty (20)
performed Work by the most expeditious means available calendar days following receipt of the Contractor’s
and Backcharge the Subcontractor for the costs incurred. Invoice, as a debt or may be deducted from any monies
still due or becoming due to the Subcontractor under the
4.2 Cost of Backcharge work. The cost of Backcharge work Subcontract.
shall include (i) labour costs (including all payroll costs);
(ii) net delivered Material or local materials costs; (iii) 5.3 Failure to Observe Requirements.
the Contractor’s costs directly related to performing any Should the Subcontractor fail to observe the requirements
corrective action; (iv) equipment and tool rentals at of the Subcontract, then the Subcontractor shall reimburse
prevailing rates in the Site area; and (v) a factor of 15% the Contractor for the costs (including airfares and
applied to the total of items (i), (ii), (iii) and (iv) for subsistence) of visiting any of the Subcontractor’s
overhead, supervision and administrative costs. premises world-wide for the purpose of investigating such
4.3 No relief of responsibility. Any Backcharge work will be failure.
notified to the Subcontractor. The performance of 5.4 Schedule and Progress of the Work.
Backcharge work by the Contractor shall not relieve the
Subcontractor of any of its responsibilities under the 5.4.1. The Subcontractor shall, as soon as practicable, but
Subcontract including, but not limited to, express or not later than (30) calendar days after the
implied warranties, specified standards for quality, Subcontract award, submit to the Contractor for its
contractual liabilities and indemnifications and the approval a detailed work schedule showing the order
Construction Schedule. in which it proposes to execute the Work and provide
full and detailed information of its plans for
4.4 Right to Set-off. If at any time the Contractor is entitled to executing each portion of the Work. In addition,
Backcharge any cost or expense the Contractor shall have when requested by the Contractor during the
the right to retain, deduct, withhold or set-off the amount execution of the Work, the Subcontractor shall
of any such Backcharge from any payment to be made by forthwith, but in no case later than three (3) calendar
the Contractor to the Subcontractor or otherwise claim days, furnish the Contractor with such documents as
such amount from the Subcontractor. may be required by the Contractor for verifying the
progress of the Work.
35
been caused by or attributable to the Contractor

5.4.2 If the progress of the Work is not being maintained and/or the Owner..
to the reasonable satisfaction of the Contractor or
falls behind schedule, the Subcontractor shall, at its 5.5 Reports. During the execution of the Work, the
own initiative, take measures acceptable to the Subcontractor shall furnish the Contractor’s
Contractor, e.g. reallocating resources, rescheduling Representative with timely reports as set forth in the
activities and changing sequence of the works, to Subcontract Documents. For the avoidance of doubt, the
eliminate any such delay in and mitigate the adverse Subcontractor shall submit to the Contractor weekly
effect on the time for the completion of the Work in reports and monthly reports in the form specified in the
accordance with the Subcontract. Form of Progress Reports (Appendix 8) attached to the
Subcontract.
5.4.3 Should the Subcontractor fail to take such measures
as aforesaid, or the Contractor does not agree that the 5.6 Site. If the Subcontractor encounters physical conditions
measures proposed by the Subcontractor are or climate conditions on the Site, or any artificial
adequate to recover the delay, then the Contractor, in obstructions which could not have been reasonably
addition to any other remedies it may have under the foreseen, the Subcontractor shall promptly give notice to
Subcontract, shall have the right, at its sole discretion, the Contractor for further action. The occurrence of
to require the Subcontractor to, and the effects of any such physical conditions or climate
Subcontractor shall, forthwith implement such conditions on the Site shall not relieve the Subcontractor
measures as the Contractor deems necessary to of any obligation or liability under the Subcontract and
eliminate the delay in, or mitigate the effect on, the the Subcontractor shall not by reason thereof become
time for the completion of the Work. These entitled to any change, adjustment to the Subcontract
additional measures may include, but shall not be Price or to any additional payment or extension of time or
limited to, an increase in the labour force, number of other relief, save pursuant to an express provision of the
shifts, overtime operations and/or an increase in the Subcontract. For the avoidance of doubt, any information
amount of Construction Equipment, or reduction of on the Site and local conditions at the Site provided by the
the Subcontractor’s Scope of Work so that such Contractor or the Owner is not guaranteed by the
Work may be performed by the Contractor or third Contractor or the Owner and such has been furnished only
parties hired by the Contractor. Unless otherwise for the convenience of the Subcontractor.
specified in the Subcontract, all costs and expenses 5.7 Fossils, Etc. All fossils, coins, articles of value or
incurred under this Article 5.4 (Schedule and antiquity and structures and other remains or things of
Progress of the Work) shall be for the geological or archaeological interest discovered on the
Subcontractor’s account and may be Backcharged to Site shall, as between the Contractor and the
the Subcontractor in accordance with Article 4 Subcontractor, be deemed to be the absolute property of
(Backcharge Work). the Owner and/or the government having jurisdiction over
the area where the Site is located, in accordance with
5.4.4 The Subcontractor shall notify the Contractor in applicable Law. The Subcontractor shall take reasonable
writing as soon as any circumstance arises which is precautions to prevent his workmen or any other persons
likely to have an effect on the Construction Schedule from removing or damaging any such article or thing and
and/or the dates referred to therein, but in any event shall immediately upon discovery thereof, and before
not later than seven (7) calendar days after the removal, acquaint the Contractor with such discovery and
circumstance which is likely to affect the carry out any instructions of the Contractor as to the
Construction Schedule and/or the dates referred to disposal of the same.
therein could have reasonably been known by the
Subcontractor. For the avoidance of doubt, the 5.8 Protection of Materials and Facility. The Subcontractor
Subcontractor shall give such written notice to the shall cover and protect, in a manner satisfactory to the
Contractor whenever planning or progress of the Contractor, all Materials to be incorporated in the Facility
Work is likely to be delayed or disrupted unless any and located on the Site from damage or any other causes
further drawings or order is issued by the Contractor and shall efficiently maintain, or cause to be maintained,
within a reasonable time. Such notice shall include such covering and protection at all times. The
details of the drawings or order required, the reason Subcontractor shall at all times provide or cause to be
why and by when it is required and of any delay or provided proper security services (where not provided by
disruption likely to be suffered if it is late. The the Contractor) and shall ensure that the Materials which
Subcontractor shall be deemed to have waived any may be located at off-Site storage facilities are clearly
entitlement to compensation or schedule extension marked as the property of the Contractor and clearly
which it may otherwise have been entitled to under separated from things which are not the property of the
the Subcontract if the Subcontractor fails to provide Contractor.
such notice within the time required under this 5.9 Interference. All operations necessary for the execution
Article 5.4.4. For the avoidance of doubt, this Article of the Work shall, so far as compliance with the
5.4.4 shall apply regardless of whether the delay has requirements of the Subcontract permits, be carried out so
as not to interfere unnecessarily or improperly with public
36
convenience or the access to, use and occupation of services, Materials, equipment and the
navigable and other waters, waterways, channels, road- Subcontractor’s items used in the performance of the
steads, harbours or harbour work, fisheries, natural Work comply with the Subcontract and all Laws,
harbours and anchorages and other places of shelter, by regulations and requirements as may be required by
sea or land, public or private roads, and footpaths or any government and/or other authorities having
properties, whether in the possession of the Owner, the jurisdiction in respect thereof and that the Work
Contractor or any other person and the Subcontractor achieves the standards described in the Subcontract.
shall indemnify the Contractor and the Owner against all The Subcontractor shall comply with all local
claims, demands, proceedings, damages, costs, charges, regulations and requirements regarding the
and expenses whatever arising in relation to any such employment of local and foreign nationals. The
matters in so far as the Subcontractor is responsible Subcontractor shall refrain from importing or using
therefore. Materials, equipment and other items in the
performance of the Work which are manufactured in
5.10 Commencement. The Subcontractor shall notify the or sourced from countries with which the local
Contractor in writing before commencing any portion of government and/or other authorities having
the Work if, in the Subcontractor’s opinion, the jurisdiction over the location where the Work is
Subcontractor is prevented from executing such portion of being carried out does not maintain diplomatic
the Work properly. However, such notification shall not relations.
relieve the Subcontractor of any obligations or
responsibilities under the Subcontract. 5.14.2 The Subcontractor shall, at the Contractor's request,
5.11 Excess, Shortage, Damage, Discrepancy. The provide all documentation evidencing that the
Subcontractor shall unpack, verify, inspect and report on Subcontractor has fully complied with the
the ESD (Excess, Shortage, Damage, Discrepancy) status requirements of the Subcontract and this Article 5.14
of equipment/instrument/other items delivered which fall (Compliance with Laws and Subcontract).
within its scope of Work to the Contractor within seven
(7) calendar days or earlier from delivery, as the situation 5.14.3 The Subcontractor shall within thirty (30) days of the
so warrants. execution of the Subcontract Agreement, execute and
deliver to the Contractor the Letter of Undertaking
5.12 Design. The Subcontractor undertakes and represents and set out in Appendix 6.
warrants that the Work shall be designed, executed,
manufactured, erected, constructed and completed, (i) 5.15 Safety and Health, Environmental Protection, Fire
applying up-to-date technology and expertise; (ii) in Protection and Security Regulations
accordance with generally accepted engineering
standards; (iii) in the manner set forth in the specification; 5.15.1 The Subcontractor shall, and ensure that its sub-
and (iv) based on the basic engineering design, detailed subcontractors of any tier shall:
design, and other technical information to be provided by (i) comply with all relevant Laws and regulations,
the Contractor (or where not so set forth in such manner including those of the Owner and the Contractor,
as agreed by the Contractor and the Subcontractor) and all concerning the preservation of safety,
Work on the Site shall be carried out in accordance with cleanliness, hygiene, environment and the
such instructions to be given by the Contractor. public;
5.13 Change in Design. If at any time during the performance (ii) observe and comply with all fire, safety,
of the Subcontract the Subcontractor is of the opinion that security, and other rules and regulations
a change in the design (including the basic engineering prescribed by the Contractor or the Owner in
design and detailed design), execution or operation of the addition to the proper authorities and shall be
Work is necessary to correct any Defect which has responsible for the observance thereof by all
occurred or would otherwise occur, or would be beneficial field workers, employees, agents, and sub-
to the Contractor, the Subcontractor shall submit for the subcontractors of any tier of the Subcontractor.
Contractor’s approval a written proposal for such change, The Contractor shall have the right to exclude
which shall be handled in accordance with Article 17 from the Site any person who violates any such
(Changes). The written proposal shall state the reasons for rules and regulations and any person who, in the
the Subcontractor’s said opinion. The Subcontractor shall Contractor’s opinion, is detrimental to the
work with the Contractor in relation to the submission of execution of the Work or to the business of the
suggested changes in design to the Owner. The Contractor or the Owner;
Subcontractor shall take full responsibility and all liability
for its proposed changes in design. ((i) and (ii) above shall be referred to
hereinafter as the “Health and Safety
5.14 Compliance With Laws and Subcontract Standards”)
5.14.1 The
Subcontractor acknowledges that the Laws shall (iii) at its own expense ensure that all of its
apply to the execution of the Work and represents personnel and the personnel of its suppliers and
and warrants that the Work shall comply with all sub-subcontractors of any tier have been given
Laws and shall ensure that all Work as well as all
37
the necessary basic safety and job related (xiii) ensure that the Subcontractor’s field HSE
training required by Law prior to the start of the Manager is dispatched within fourteen (14) days
Work and are provided with adequate personnel after the commencement of construction, and
protective equipment (as required) that conform maintain the number of HSE officers as
to the standard approved by the Contractor (as required by the Law and the rules and
required), and ensure that the same are regulations of the Contractor or the Owner;
maintained in accordance with the standards
approved by the Contractor; (xiv) submit a Site safety program within thirty (30)
calendar days of the Effective Date for the
(iv) at its own expense be responsible for the Contractor’s review and comment describing
medical welfare of its own and its sub- the measures, practices, and procedures by
subcontractor’s (of any tier) employees, which the Subcontractor intends to protect
including treatment and hospitalization (if personnel and the Work against injury or
necessary); damage at all locations where the Work is
carried out;
(v) at its own expense be responsible for the
welfare facility of its own and its (xv) ensure that each and every person engaged by it
subcontractor’s employees, including but not or on its behalf to perform any element of the
limited to toilet and disposal facilities, rest room, Work is advised of the local Laws and customs
lunch room, smoking shelter, heat stress shelter, for social and religious behavior and in
and prayer room; particular Laws relating to the importation
and/or possession of drugs and is complying
(vi) at its own expense be responsible for supplying with such Laws;
and maintaining the emergency rescue
equipment required by the Contractor or the (xvi) ensure that all the Subcontractor’s machinery,
Owner; equipment, facilities, Construction Equipment
and other items in any way associated with or
(vii) employ or cause to be employed only persons utilized in the Work, including first aid
who are medically fit, healthy and skilled in the equipment, fire extinguishers and other
work to be performed and provide the same equipment are operated, kept and maintained in
with medical treatment including all medical a safe-to-operate, sound and proper condition
services and hospitalization as may be and meet all applicable governmental
necessary, unless otherwise explicitly provided requirements;
for in this Subcontract;
(xvii) allow the Contractor access, at any time, to
(viii) at its own expense take all precautions Construction Equipment, personnel and records
necessary to protect all of its own, the when requested and to enable the Contractor to
Contractor’s, the Owner’s, and other sub- inspect any aspect of the Subcontractor’s
subcontractors’ (of any tier) personnel and operations relative to safety and the work
workers from any outbreak of illness of an environment;
epidemic nature during the execution of the
Work; (xviii) immediately report to the Contractor details of
all incidents and accidents and maintain
(ix) acknowledge the Contractor HSE Manager’s accurate accident and injury reports and submit
right to reject any materials, tools or equipment a monthly summary of fatalities, injuries, man-
if they are, at his or her discretion, in unsafe hours lost due to injuries and other reasonable
conditions; requests for information relating to accidents,
(x) acknowledge the Contractor HSE Manager’s illnesses or injuries;
right to reject Subcontractor HSE staff if the (xix) not allow waste materials or rubbish to
latter is, at his or her discretion, incapable of accumulate in or about the Work or the Site and
performing HSE-related tasks; shall keep the Site neat, clean and free from
(xi) hold regular scheduled meetings to instruct its waste materials and rubbish in compliance with
personnel on safety practices and the all housekeeping standards in effect at the Site
requirements of any Site safety program; and be responsible, without any liability to the
Contractor, for the handling, removal, transport
(xii) ensure that the Subcontractor’s Site Manager and lawful disposal of waste materials, rubbish
and HSE Manager (or its designee as approved and debris to a location which is off the Site and
by the Contractor) attend the HSE-related premises of the Owner or the Contractor and all
meetings and programs required by the other services deemed necessary by the
Contractor, including the HSE committee Contractor. If the Subcontractor fails to remove
meeting; waste materials and/or rubbish from the Site,
after being so requested in writing by the
Contractor, the Contractor may clean and
38
maintain the Site the cost of which will be (xxvi) comply with the Contractor’s HSE Plan and
Backcharged to the Subcontractor and deducted other applicable instructions through
from future payments without consultation or implementation its SCAR (Safety Corrective
agreement. Upon the completion of the Work, Action Request) System and any failure by the
the Subcontractor shall clear away and remove Subcontractor to so comply with the
from the Site all Construction Equipment, Contractor’s HSE Plan shall entitle the
surplus materials, rubbish and Temporary Work, Contractor to impose administrative charges
and leave the Site and the Work in a (Backcharges) in respect of such failure;
workmanlike condition to the satisfaction of the
Contractor ; (xxvii) not proceed with any work unless related
JHA (Job Hazard Analysis) is approved by
(xx) be responsible for the performance of all duties the Contractor;
of a generator of waste materials under all
relevant Laws and regulations with respect to all (xxviii) shall enforce the implementation of and
waste materials and rubbish generated by the comply with the Contractor’s HSE
Subcontractor in the course of, or in connection Compliance Policy, whose rules dictate,
with, the Work; without prejudice to any other provision of
the Subcontract, variation of percentage of
(xxi) conduct all operations in such a way as to retention money related to each payment
minimize the impact upon the natural according to the extent of compliance, and
environment in its compliance with all Laws, this Policy will be furnished later;
regulations and rules applicable to the Site, and
(xxix) bear the costs for each ID badge issued to the
preserve and protect the natural environment at
and adjacent to the Site; Subcontractor’s and its sub-subcontractors (of
any tier) personnel/workers; provided that the
(xxii) immediately inform and report the release of Contractor may at its discretion deduct the cost
any hazardous substance, pollutant or of such pass from payments due to the
contaminant to the environment to the Subcontractor;
Contractor and to all relevant government
authorities or any local agency as required of (xxx) in the event of repeated negligence or
the Subcontractor by Law; violations of the Health and Safety Standards
face deduction of a certain percentage as
(xxiii) prohibit the use, sale, dispensing or possession determined by the Contractor at its sole
of illegal drugs and narcotics and alcoholic discretion, from the payments that are due to the
beverages on its premises (including all legal or Subcontractor, and/or the termination of the
prescription drugs, which may impair an Subcontract Agreement;
employee’s ability to perform its job safely).
(xxxi) on failing to ensure safety of any personnel,
The Contractor reserves the right to require
prospective employees of the Subcontractor to property and/or the environment at the Site
pass a drug screen test and may also require resulting in a serious incident, lost time incident
further random periodic tests as permitted by (LTI) and/or fatality, the Subcontractor shall at
Law. The Subcontractor shall provide all Contractor’s sole discretion be banned for a
reasonable documentation in relation to certain period of time determined by the
compliance with this requirement and shall Contractor from the participation in, or bidding
include the foregoing requirements in all sub- on, future projects or contracts with the
subcontracts; Contractor; and
(xxxii) be fully cooperative during regular HSE audits
(xxiv) take all necessary precautions to protect the
facilities and property existing in and adjacent by the Contractor and if the HSE audit score is
to the Site from any damage or loss at all times less than the standard set by the Contractor, the
during the execution of the Work and ensure Subcontractor shall at the Contractor’s sole
that no unauthorized person enters the Site or discretion be banned for a certain period of time
remains thereon; determined by the Contractor from participation
in, or bidding on, future projects or contracts
(xxv) take all necessary precautions at all times during with the Contractor.
the execution of the Work to prevent any person,
property, and facility including, but not limited (xxxiii) provide and maintain at its own cost all
to, public roads, buildings, bridges, electric lights, guards, fencing and watching when and
wires, and telephone wires, from being where necessary or as required by the
damaged or injured by any unloading, loading, Contractor for the performance of the Work or
or traffic of the Subcontractor and any of sub- for the safety and convenience of others.
subcontractors of any tier, agents, servants or 5.15.2 The Contractor shall have the right, and without
workers; having any affect on the Subcontract Price or the
39
Construction Schedule, to prohibit the 6.2 Cancellation. Policies of insurance shall be endorsed to
commencement of the Work or to stop any part of provide that each policy of insurance shall not be
the Work in progress if Construction Equipment, cancelled or reduced in the amount of liability or period
personnel or Work conditions are considered, at the without the prior written consent of the Contractor.
Contractor’s discretion, to be unsafe or not in
compliance with all applicable Laws, rules and 6.3 Subrogation. Unless otherwise provided for in the
regulations. For the avoidance of doubt, no Insurance Plan the Subcontractor shall have its insurers
extension of time will be granted if the Work are name the Contractor and the Owner (including their
delayed in connection with this Article 5.15.2. respective officers, agents and employees) as co-insureds
and/or additional insured under the insurances to be
5.15.3 If, by reason of an emergency arising in connection provided pursuant to this Article 6 (Insurance) and the
with and during the execution of the Work, any Insurance Plan and shall cause the insurers thereof to
protective or remedial work shall be necessary as a waive all express and implied rights of subrogation
matter of urgency to prevent damage to the Work or against such parties. Evidence of such waiver and any
the death or injury of any person, the Subcontractor cross liability provisions required to be performed by the
shall immediately carry out such work. The cost of Subcontractor shall be satisfactory to the Contractor and
work done under this Article 5.15.3 shall be borne by shall be exhibited in a certificate of insurance to be
the Party who would have been responsible for the provided by the Subcontractor.
same to be determined in accordance with the
provisions of the Subcontract. 6.4 Failure to Insure. If the Subcontractor fails to carry and
maintain the insurances required by the Subcontract
5.15.4 The Contractor shall be entitled to withhold any including this Article 6 (Insurance) and the Insurance
payment due to the Subcontractor on account of non- Plan, the Contractor may effect and keep in force any
compliance or non-fulfillment of key HSE activities such insurances and pay the necessary premium or
as detailed out in the Contractor’s HSE Compliance premiums and from time to time deduct the amount paid
policy as set forth in (xxviii) of this Article 5.15.1. by the Contractor from any monies due or that may
become due to the Subcontractor or Backcharge the same
as a debt due from the Subcontractor.
5.16 No direct communication with the Owner. The
Subcontractor shall not enter into any direct 6.5 Subcontractor Liable. The Subcontractor shall be liable
communication with the Owner unless clearly for:
authorized and instructed to do so in writing by the
Contractor. (a) all amounts excluded from the insurance coverage as
well as the amount not recoverable from the
6. INSURANCE insurances (including deductible or excess for
insurance) called for in the Subcontract;
6.1 Obligation to Insure. The Subcontractor shall:
(b) any cost or loss arising as a result of any breach of
(a) at its own expense, carry and maintain insurances at condition and/or warranty by the Subcontractor
all times during the execution of the Work and the and/or its sub-subcontractors of any tier contained in
performance of its obligations as set forth in the such policies of insurance; and
insurance plan (if any) attached to the Subcontract
Agreement (the “Insurance Plan”) or as the (c) any special, indirect or consequential damages such
Contractor reasonably requires with insurers and in as loss of profit, loss of production or loss of sales
terms of the policies as approved by the Contractor; contracts arising out of or in connection with or
resulting from the Subcontract and/or the Work,
(b) produce to the Contractor, within twenty (20) except to the extent such damages are covered by the
calendar days of the Effective Date, duplicate insurance to be procured or maintained by the
insurance policies and certificates (including Contractor under the Subcontract and as otherwise
extensions/renewal certificates and other relevant described the Subcontract.
documents providing evidence the payment of and
that all premiums have been paid and all insurances 6.6 No Relief of Obligations. The Contractor’s approval of
are in force and the expiry dates of and policy the insurance companies and policies shall not relieve the
number); and Subcontractor of any obligation or responsibility to the
Contractor and/or the Owner.
(c) not commence or permit any sub-subcontractor of
any tier to commence any portion of the Work 6.7 Notice of Claim. Written notice of any occurrence which
without the prior written consent of the Contractor may give rise to any claim for loss or damage covered by
until all policies of insurance to be effected by the the insurances to be provided hereunder shall be given by
Subcontractor pursuant to this Article 6 (Insurance) the Subcontractor to the Contractor without delay and
have been received and approved by the Contractor. shall provide full details of such occurrence. The
For the avoidance of doubt, no extension of time will Subcontractor and the Contractor shall co-operate fully
be granted if the Work are delayed in connection with the insurance provider in the event of any claim.
with this Article 6.1. The Subcontractor shall prepare, at its expense, any
40
necessary documents for claim settlement and shall be intended or new assignee shall be bound by all the
responsible for settling all claims at its expense. provisions of the Subcontract.
7. LIENS AND CLAIMS (b) The Contractor may assign any or all of its rights
and/or obligations under the Subcontract to the
7.1 Discharge. The Subcontractor shall not file, claim or Owner or the Contractor’s nominee and the
register any lien against the property of the Contractor Subcontractor hereby consents to any such
and/or the Owner for any part of the Work done or any assignment.
services rendered or any Construction Equipment or the
Materials supplied under the Subcontract. Further, the 8.2 Subletting. The Subcontractor shall not sublet the whole
Subcontractor shall, to the extent requested by the of the Work. Unless otherwise provided by the
Contractor, obtain from all persons who have or may have Subcontract Agreement the Subcontractor shall not sublet
a lien, charge, claim or any other entitlement against or in any part of the Work without the prior written consent of
relation to Materials, equipment or other items or labor the Contractor, which shall not be unreasonably withheld.
brought to the Site in connection with the Work, a release Such consent, if given, shall not relieve the Subcontractor
of any such lien, charge, claim or any other entitlement. from any liability or obligation under the Subcontract and
the Subcontractor shall be responsible for the acts, default
7.2 Claims. Where the Contractor becomes aware that the and neglects of any sub-subcontractors of any tier, sub-
Subcontractor is in default in discharging any liens, subcontractors’ (of any tier) employees, agents, servants
charges, claims or any other entitlement (except those or workmen as fully as if they were the acts, default or
offered by the Contractor), the Contractor shall promptly neglects of the Subcontractor, the Subcontractor’s
notify the Subcontractor regarding such liens, charges, employees, agents, servants or workmen. For the
claims or any other entitlement and will give the avoidance of doubt, the provision of labor on a piecework
Subcontractor an opportunity to defend such liens, basis shall not be deemed to be a subletting under the
charges, claims or any other entitlement. However, if any Subcontract.
liens, charges, claims or any other entitlement adversely
affect the Owner’s and/or the Contractor's operations, the 8.3 Purchase Orders and Sub-subcontractors. The
Contractor shall have the right at its absolute discretion, Subcontractor shall conclude purchase orders and sub-
after notification to the Subcontractor, to settle by subcontracts in its own name and for its own risk
agreement or otherwise provide for the discharge of such provided, however, that if required by the Contractor, the
liens, charges, claims or any other entitlement. The purchase orders and sub-subcontracts, excluding price
Subcontractor shall pay the Contractor all sums necessary information, shall be subject to approval prior to the
to discharge such liens, charges, claims or any other award and/or conclusion of such purchase orders and sub-
entitlement and the Contractor shall have the right to subcontracts, which approval shall not be unreasonably
retain, deduct, withhold or set-off from any payment to be withheld. No purchase order or sub-subcontract shall bind
made by the Contractor to the Subcontractor an amount or purport to bind the Owner or the Contractor and each
which, in the reasonable opinion of the Contractor, is purchase order and sub-subcontract shall provide for the
sufficient to indemnify the Contractor for the costs and possibility of its immediate termination, suspension or
expenses the Contractor may incur by reason of such liens, discontinuation in accordance with the provisions of the
charges, claims or entitlement until such time as the Subcontract.
Contractor may consider that such lien, charge, claim or
entitlement is invalid or has been discharged. The 8.4 Acts of sub-subcontractors. The Subcontractor shall not
Contractor’s right of deduction or set-off under the be relieved from any of its obligations under the
Subcontract is in addition to and not in replacement of Subcontract by entering into a sub-subcontract and shall
any other rights available to it at Law including all be fully responsible for the acts, omissions, defaults and
payments, costs, attorney's fees, and expenses associated neglects of its sub-subcontractors, its personnel,
therewith, or the Contractor may Backcharge such sums employees, servants, officers, agents, workmen, or
or withhold from any payment due to the Subcontractor designated representatives or successors and permitted
an amount sufficient to cover such sums. assigns. The Subcontractor shall indemnify the
Contractor and/or the Owner for any claims brought by a
8. ASSIGNMENT AND SUBLETTING sub-subcontractor of any tier against the Contractor or the
Owner,
8.1 Assignment.
8.5 Approval of Suppliers. Suppliers to the Subcontractor of
(a) The Subcontractor shall not assign the whole or any any Materials specifically designated by the Contractor
part of its rights and obligations under this must be approved in advance by the Contractor, whether
Subcontract or any benefit or interest therein, or not the name of such supplier appears in the suppliers’
without the prior written consent of the Contractor. list (if any) included in the Subcontract.
It shall be a pre-condition to the provision of any
consent by the Contractor to any assignment that a 9. REPRESENTATION AND WARRANTY
copy of the agreement between the Subcontractor
and its intended assignee in respect of the proposed 9.1 Materials and Work.
assignment be submitted in advance to the
Contractor. Such agreement shall state that the
41
9.1.1 The Subcontractor hereby represents, warrants and the Subcontractor, or be obtained via redemption
guarantees to the Contractor and/or the Owner of the Performance Bond.
that:
9.2 Subcontract Documents. The Subcontractor acknowledges
(a) All Materials shall be (i) new and of good and represents and warrants that it has carefully examined
quality when installed; (ii) designed and the Subcontract Documents and has satisfied itself with
manufactured, of the most suitable grade and respect to all matters that may affect the performance of
fit for their intended purposes, in accordance the Work, including, but not limited to, the calculation of
with recognized industry standards for such the Subcontract Price, the determination of the time for
Materials; and (iii) free from errors, the completion of the Work, the quality and quantity of
omissions, faults and Defects; equipment, Materials and Construction Equipment
required for the performance of the Work, the availability
(b) All Work (other than Materials) shall be of labour (skilled and unskilled) and personnel for such
performed (i) with the best available (i.e., performance and the character and quality of the Work to
first class) skill and workmanship; (ii) in be performed.
accordance with applicable Laws in effect at
or prior to the commencement of the 9.3 Costs, Risks, Conditions etc. The Subcontractor
Warranty Period; (iii) with due diligence and represents and warrants that it has ascertained the nature
care to health, safety and efficiency; and (iv) and extent of all costs and risks relating to the Work and
with sound and proven industry principles has gathered all information necessary for it to perform
and practices; and the Work in accordance with the Subcontract including,
but not limited to (i) information as to the character of the
(c) The Materials and each component thereof Work; (ii) local facilities; and (iii) conditions (including,
shall be built and the Work shall be but not limited to, climatic conditions, geotechnical
performed in accordance with Contractor conditions, all surface or subsurface conditions,
approved drawings and specifications, codes conditions of labour, wage standards, industrial matters,
and standards, the Construction Schedule and safety requirements, environmental matters, tax, business
all other applicable Subcontract Documents. practices, legislative requirements and approvals required
9.1.2 If, (i) prior to or during the Warranty Period, any from authorities).
Defect or deficiency should be found in the 9.4 Subcontractor Principally Responsible. The Subcontractor
equipment, Materials or the Work furnished or has primary liability with respect to all warranties whether
performed under the Subcontract; or (ii) during the or not any event of default is also caused by a sub-
Latent Defects Liability Period, any Latent Defect subcontractor and the Contractor need only seek recourse
is notified to the Subcontractor by the Contractor from the Subcontractor for corrective actions.
and/or the Owner, the Subcontractor shall
promptly, in consultation and agreement with the 9.5 Quality Assurance.
Contractor, remedy any such Defect, Latent Defect,
deficiency or non-conformity and at its cost, 9.5.1 The Subcontractor shall implement throughout
redesign, re-perform, repair, replace, rework or the period of the Subcontract (1) the Quality
retest (as appropriate) or otherwise make good Requirements, as well as (2) the quality control
such Defect, Latent Defect, deficiency or non and quality assurance program which (i) may be
conformity as well as any damage to the Project or described in the Quality Requirements, or (ii)
any part thereof caused by such Defect, Latent may be informed to the Subcontractor by the
Defect, deficiency or non-conformity. Contractor, or (iii) may be proposed by the
Subcontractor and approved by the Contractor.
9.1.3 The Subcontractor shall perform the repairs, Prior to commencement of any Work by the
rectification, replacement and corrective Work in Subcontractor, the Subcontractor shall submit for
conjunction with the Contractor’s and/or the the Contractor’s approval the quality
Owner’s schedule. In fulfilling its obligations organization chart and information in relation to
under this Article 9 (Representation and all personnel of the Subcontractor involved in the
Warranty) the Subcontractor shall keep the maintenance of quality by the Subcontractor.
Contractor fully informed of the action to be taken Acceptance or approval (if any) by the
and the results obtained. Contractor of the Subcontractor’s quality
assurance and quality control program (if the
9.1.4 Should the Subcontractor fail to promptly redesign, Subcontractor has submitted its own quality
repair, re-perform, replace, rework and test, the control and quality assurance program for the
Contractor may (but shall not obliged to) do so or Contractor’s approval in accordance with (iii)
cause it to be done by third parties in such manner above), or quality organization chart and
as the Contractor may consider appropriate, and personnel does not diminish the Subcontractor’s
the cost and expenses incurred therefor shall at the obligations under this Article 9 (Representation
option of the Contractor be reimbursed by the and Warranty).
Subcontractor, Backcharged to the Subcontractor,
deducted from any monies due or becoming due to
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9.5.2 The Contractor may issue a non-conformance assessed for re-qualification before being
report to the Subcontractor upon the occurrence removed from the Contractor’s probation list.
of (i) any breach of the quality control and
quality assurance program or (ii) non-fulfillment 9.6 Procurement. The Subcontractor shall obtain (from its
of the Quality Requirements as specified in suppliers and its sub-subcontractors) those guarantees and
Appendix 14 (Quality Requirements). Once such warranties most favorable to the Contractor. Such
a nonconformance report has been documented guaranties and warranties obtained from the
and issued to the Subcontractor, the Subcontractor’s suppliers and sub-subcontractors do not
Subcontractor shall prepare a corrective action relieve the Subcontractor of any of its obligations under
plan and rectify the non-conforming Work within the Subcontract Agreement. All purchase orders for the
the time agreed by the Contractor. supply of Materials shall permit the assignment, at any
time, of the benefits thereof to the Contractor or the
9.5.3 Any failure to rectify the non-conforming Work Contractor’s nominee. Such assignments of benefits shall
in accordance with the quality control and quality take place on the expiry of Warranty Period at which time
assurance program and in accordance with the the Subcontractor shall:
corrective action plan and within the period
agreed by the Contractor, or any failure of the (a) deliver in an orderly manner, copies of the same to
Subcontractor to provide the corrective action the Contractor;
plan specified in Article 9.5.2, shall entitle the (b) advise all such suppliers of the fact of the assignment
Contractor to (i) withhold any further payments of benefits; and
which may be otherwise due to the Subcontractor
under this Subcontract until resolution of the (c) mark each such purchase order (by way of list) so as
non-conformance to the satisfaction of the to identify any Materials in respect of which an
Contractor, or (ii) correct by itself (or through extended warranty is available.
third parties) the non-conforming Work and all
9.7 Legal/Financial Standing. The Subcontractor represents
costs and expenses associated therewith
and warrants that it has been duly incorporated and is
(including for the avoidance of doubt, the costs
validly existing and in good standing under the laws of
of labor, materials, supervision, tools, equipment
the jurisdiction of its incorporation and is in good
and associated costs and expenses as calculated
standing under the laws of jurisdiction in which the
by the Contractor) shall be handled in accordance
performance of its obligations under the Subcontract
with Article 4 (Backcharge Work).
requires it to be so qualified. The Subcontractor further
represents and warrants that it is financially solvent, able
9.5.4 Non-conformance with the quality control and
to pay its debts as they mature, and maintain sufficient
quality assurance program shall include, but not
working capitals to complete its obligations under the
be limited to, the following events – (i) any
Subcontract, including but not limited to, provision of the
incidents caused by unstable structures or Latent
equipment, labor and engineering services necessary for
Defects; (ii) any incidents caused by the collapse
the performance of the Work.
of defective concrete, steel structures and/or pre-
casted structures; (iii) incidents caused by poor 10. CARE OF THE WORK AND OWNERSHIP AND
workmanship; and (iv) physical injuries or death TITLE
caused by faulty structures. In the event that,
during the execution of the Subcontractor’s Work 10.1 Care of the Work. The Subcontractor shall take full
or after completion of the Subcontractor’s Work responsibility for the care of (i) the Work until the date of
but before the expiry of the Defects Liability Initial Acceptance by the Contractor; and (ii) the
Period or Latent Defects Liability Period, there is Construction Equipment, if any, made available by the
any occurrence of non-conformance with the Contractor to the Subcontractor until the return thereof to
quality control and quality assurance program, or the Contractor, and the Subcontractor shall at its expense
the occurrence of any Work which is defective, make good to the satisfaction of the Contractor and the
faulty or otherwise not in conformity with the Owner any deterioration, loss, or damage that may occur
Quality Requirements of the Subcontract, the thereto.
Subcontractor shall bear all costs and damages 10.2 Sub-subcontractors. The Subcontractor shall ensure that
arising therefrom. all rights and titles together with the obligations
connected therewith relating to the Work which the
9.5.5 Any non-conformance by the Subcontractor with Subcontractor may directly or indirectly acquire vis-a-vis
the quality control and quality assurance program sub-subcontractors shall, if so required by the Contractor,
shall result in the Subcontractor being placed on be assigned to the Contractor or the Contractor’s nominee
the Contractor’s probation list for a period of in the event of a termination of a sub-subcontract by the
three (3) years, during which the Subcontractor Subcontractor or the termination of the Subcontract as
shall be banned from further contracts with the provided for in the Subcontract.
Contractor. After the expiry of such three (3)
year period, the Subcontractor shall be re- 10.3 Transfer of Title.
43
10.3.1 The Subcontractor agrees and represents and above, and shall not claim to such effect, and
warrants that it has and will have, prior to the expressly waives any and all claims to such effect.
transfer of title to the Contractor or the Owner,
good and workable title to and ownership of all 11. TESTS AND INSPECTIONS
Materials and equipment and other portions of the 11.1 Testing and Inspection. All Materials and equipment
Work incorporated into the Project and that such furnished and Work performed by the Subcontractor shall
title and ownership shall pass to and vest in the be of the kind and quality described in the Subcontract
Contractor upon the earliest of: and shall at all times be subject to tests and/or inspections
(a) the moment when such materials have been by the Contractor, the Owner, and/or their appointed
delivered; representatives at the place of manufacture or fabrication,
the Site or other designated locations. The Subcontractor
(b) delivery thereof to the Site; shall, at its own expense, provide safe and necessary
facilities and all samples, documents, drawings and lists
(c) payment thereof by the Contractor to the necessary for tests or inspections. The tests and
Subcontractor; inspections shall be conducted in accordance with the
(d) the occurrence of any event by which title Subcontract Documents and the Subcontractor shall
passes to the Contractor from the submit to the Contractor a report on each test and
Subcontractor providing such Materials or inspection immediately after it is conducted.
portion of the Work; 11.2 Notice. The Subcontractor shall give the Contractor
(e) payment thereof by the Subcontractor to the timely notice of its readiness to proceed with the tests
sub-subcontractor; or and/or inspection.
(f) incorporation thereof into the Facility or the 11.3 Uncovering Work. All completed Work to be covered up,
Project. whether underground or aboveground, shall be subject to
the Contractor’s, the Owner’s and/or their appointed
10.3.2 Such transfer of title and property shall in no way representatives inspection prior to commencing any
affect the Subcontractor’s obligations and the backfilling or covering up. Any Work covered up without
Contractor’s rights as set forth in other provisions such inspection shall, if so required by the Contractor, the
of the Subcontract. The Contractor is expressly Owner, and/or their appointed representatives, be
entitled to transfer ownership (or otherwise uncovered for inspection and restored at the
dispose) of all items of Materials and Work after Subcontractor’s expense.
the title to such items of Materials and Work has
passed to the Contractor in accordance with this 11.4 Rejection. The Contractor shall have the right to reject, at
Article 10.3. any time, and notwithstanding any prior test, inspection,
approval or certification, any portion of the Work,
10.3.3 Upon such transfer of title and property, the including, but not limited to, Materials, equipment,
Subcontractor shall issue a written statement installation, tools or supplies that are of inferior or faulty
containing a confirmation by the relevant sub- design, quality, or workmanship or not in accordance with
subcontractors that there is no retention of title the approved drawings or specifications or not in
with respect to the item of the Materials in accordance with the Subcontract.
question. Notwithstanding the above, the
Contractor shall have first call on all Materials in 11.5 Corrective Action. Without limiting Article 9.1 (Materials
the event of the Subcontractor’s insolvency. and Work), and notwithstanding any prior test, inspection,
approval or certification, if, in the opinion of the
10.3.4 Title to and property in (i) items furnished by the Contractor, any workmanship performed or Materials or
Contractor to the Subcontractor for use in the equipment or Work furnished by the Subcontractor or
Work shall not vest in the Subcontractor; and (ii) sub-subcontractors of any tier does not conform to the
Construction Equipment or Temporary Work Subcontract or are in any other way defective, the
supplied by the Subcontractor shall not pass to the Subcontractor shall, upon the request of the Contractor
Contractor. and/or the Owner, rework or repair or replace and retest to
10.3.5 The transfer of title hereunder shall in no way their satisfaction all rejected portions of the Work at the
affect the Subcontractor’s responsibility for, and Subcontractor’s expense. Should the Subcontractor fail to
its obligation to take proper steps and precautions promptly make the necessary redesign, repair,
to protect all Materials and other portions of the replacement, and testing, the Contractor may do so or
Work until the date of Initial Acceptance. cause it to be done by third parties in such manner as the
Contractor may consider appropriate, and the cost and
10.3.6 The Subcontractor waives any right it may have expenses incurred therefor shall, at the option of the
under applicable Law to retain any title or right in Contractor, be reimbursed by the Subcontractor,
the Materials, equipment and/or any other portions Backcharged to the Subcontractor or deducted from any
of the Work at any time beyond the earliest to monies due or becoming due to the Subcontractor.
occur of the events set forth in Article 10.3.1
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11.6 Breach. Failure on the part of the Contractor to (i) notify the Contractor will notify the Subcontractor
the Subcontractor of any deficiency in the Work; (ii) of it by returning a copy of such drawings or
make such inspection; or (iii) discover defective specifications with “HOLD” markings. In the
workmanship, Materials or equipment, nor the approval of event the Subcontractor’s performance of the
or payment to the Subcontractor for such Work, Materials Work is likely to be delayed by it, the
or equipment by the Contractor and/or the Owner shall Subcontractor shall within seven (7) calendar
not relieve the Subcontractor of its obligations or days of the receipt of the same, give the
responsibilities under the Subcontract or affect any right Contractor written notice describing the parts
of the Contractor to proceed against the Subcontractor in of the Work which is likely to be affected and
respect of a breach by the Subcontractor of any of its the probable impact on the Subcontractor’s
obligations under the Subcontract. obligations under the Subcontract.
11.7 No Change in Work, Costs. Any Work to be performed (b) The Subcontractor shall not depart from any
by the Subcontractor (including re-testing) resulting from approved drawings unless it has first
examination or rejection as referred to in this Article 11 submitted an amended drawing to the
(Tests and Inspection) shall not be regarded as a Change Contractor and obtained approval. The
in the Work and the cost of making the tests called for in Contractor’s approval of any drawings
the Subcontract shall be borne by the Subcontractor. submitted thereto shall not relieve the
Subcontractor of its obligations or
11.8 Withholding of Payment. Any failure of the Subcontractor responsibility for the accuracy and adequacy
to perform tests and/or inspections in accordance with the thereof under the Subcontract.
Quality Requirements of the Subcontract shall be treated
as a non-conformance of the quality control and quality 12.2.2 Submission of Final Drawings and Manuals. At
assurance program and handled in accordance with the time and in the manner called for in the
Article 9.5 (Quality Assurance). Failure by the Subcontract Documents, the Subcontractor shall
Subcontractor to provide inspection records associated submit to the Contractor the final drawings and
with inspected Work shall entitle the Contractor to manuals.
withhold payment of any amounts otherwise due to the
Subcontractor under this Subcontract until such inspection 12.2.3 Inspection. The Contractor shall have the right at
records are provided. all reasonable times to inspect at the shop or other
premises of the Subcontractor and sub-
12. DRAWINGS, SPECIFICATIONS AND OTHER subcontractors of any tier or at the Site all
DOCUMENTS drawings of any portion of the Work.
12.2.4 IFC Drawings. The Subcontractor shall perform
12.1 Ownership/Copyright. The ownership and copyright of the Work in accordance with the drawings marked
all drawings, specifications, calculations and other with “Issue for Construction” (“IFC”) which may
documents supplied by the Subcontractor and/or sub- be furnished by the Contractor. Such drawings (if
subcontractors of any tier in connection with the Work any) will be furnished to the Subcontractor in PDF
shall vest in the Contractor and/or the Owner, and these electronic format unless otherwise notified by the
drawings, specifications, calculations and other Contractor.
documents may be used by the Contractor and/or the
Owner for any purpose whatsoever. 12.3 Information, Technical Data and Procedures.
12.2 Drawings 12.3.1 In order to fulfill its obligations under the
Subcontract, the Subcontractor shall acquire all
12.2.1 Review and Approval of Drawings. information and technical data required from other
(a) The Subcontractor shall, unless stated contractors or consultants of the Owner or the
otherwise in any Subcontract Document, Contractor working at the Site or in connection
submit to the Contractor for review and with the Project. Where necessary the
approval all drawings as specified in the Subcontractor shall ensure proper coordination
Subcontract Documents and the Contractor with other subcontractors and shall keep the
shall, within fourteen (14) calendar days after Contractor informed, in advance where possible, if
receipt of such drawings for review and difficulties in acquiring such information and
approval, either return one copy to the technical data might jeopardize the
Subcontractor endorsed with approval or Subcontractor’s fulfillment of such obligations.
notify the Subcontractor of its disapproval or 12.3.2 The Subcontractor shall prepare and submit all
of any comments or queries it may have. For required work/construction procedures, method
the avoidance of doubt, if the Contractor statements, inspection and test plans to the
deems necessary, it may take more than Contractor and obtain the approval of the
fourteen (14) calendar days to review any Contractor and the Owner prior to commencing
part of the drawings or specifications Work on such item or portion of the Work to be
specified in the Subcontract Documents, and affected thereby and shall in all events consider,
45
where standards or codes are referred to in the Subcontract and as may be reasonably required by the
Subcontract, the latest revision adopted and Contractor, with data, drawings, documents and other
published as at the date of executing the technical information, which shall be accurate and
Subcontract as being effective. sufficient for the continuous, stable and safe operation,
maintenance and, if required, the effective dismantlement
12.3.3 The Subcontractor shall notify the Contractor of and reassembly of each component of the Work, facilities,
any defects, errors, or inconsistencies in any plants, Materials, equipment or systems of the Project
drawings, specifications, or any other Subcontract which shall comply with generally accepted business
Document before commencing any portion of the practices. The Contractor may at its discretion use such
Work to be affected thereby. data, drawings, documents and other technical
12.4 Adequacy and Accuracy of Details. information for operating, maintaining or using all or any
part of the Work or as it may otherwise see fit. In the
12.4.1 The Subcontractor shall assume full responsibility event any damage, loss or injury to the Work or any
for the adequacy and accuracy of documentation, property should be incurred due to any mistake, omission
methods, procedures, technical documents, or other failure of the Subcontractor in conforming to the
specifications, practices, applications, or manner foregoing, the Subcontractor shall repair and make good
given in the Subcontract or applied by it for due at its own expense such damage, loss or injury. The Work
performance of the Work, regardless of whether or shall not be considered to be completed unless
not such details and other particulars are contained information has been transferred to the Contractor in
in the Subcontract, and shall not make any claims accordance with the specification and as required by the
based on any insufficiencies, in accuracies or Subcontract Documents.
omissions in the said details or particulars.
13. RECORDS AND AUDIT
12.4.2 The Subcontractor shall not in any way be relieved
from any responsibility, obligation or liability 13.1 Records. The Subcontractor and its sub-subcontractors of
under the Subcontract should any technical any tier shall maintain a true and accurate set of records in
information, engineering data or other information connection with the Work for a period of not less than
(including the location or positioning of Work, the sixty (60) months following the expiry of the Warranty
setting out of any line, level, marker, co-ordinate Period, save for such technical documents returned to the
or depth by the Contractor) obtained from or on Contractor in accordance with Article 21.2(c).
behalf of the Contractor (whether or not contained 13.2 Audit. The Contractor may from time to time after the
in the Subcontract) be insufficient and shall make Effective Date of the Subcontract until sixty (60) months
its own inquiries as to the accuracy and adequacy after the expiry of the Warranty Period audit the cost of
of such information and shall further ensure that it any Change in the Work on a reimbursable basis, any
acquires all information required for the proper reimbursable cost or, in the event of termination, all
performance of the Work. In the event of any records of the Subcontractor and its sub-subcontractors of
doubt as to the intent of any information or any tier in connection with payments made in accordance
specifications, the Subcontractor shall request the with the provisions of the Subcontract. Such audit shall
Contractor’s clarification on the relevant issue. be limited to matters procedures and controls relating to
12.4.3 The Subcontractor shall be responsible for all the confirmation of man-hours, Materials, costs and expenses
data collected through surveys and investigations actually or purported to have been expended or incurred
that form part of the Work upon which the in performing the relevant Work under the Subcontract or
satisfactory completion of the Work in accordance any dispute in relation to the provision of Work. The
with the Subcontract depends. Audit shall not include any information regarding the
Subcontractor’s costs, operating expenses, overheads or
12.5 Computer Generated Documents. All documents profit.
produced or generated by electronic means (including
computer) shall be made by MS Office or any other 13.3 Independent Auditor. In the event of a dispute or Change
software as directed by the Contractor. in the Work, the Subcontractor grants to the Contractor
sufficient audit rights with respect to all relevant
12.6 Subcontractor’s Obligations Not affected. The review and documents. The Contractor shall have the right to choose
approval of any document by the Contractor in an independent certified accounting firm, to be
accordance with Article 2.1(d) (Contractor’s satisfactory to the Subcontractor, to act as auditor in
Responsibility), this Article 12 (Drawings, Specifications respect of any such audit and the cost for such audit will
and Other Documents) and the supervision of the be shared equally by the Contractor and the Subcontractor.
Subcontractor’s work by the Contractor in accordance Audit data shall not be released by such auditor to any
with Article 2.1(e) (Contractor’s Responsibility) shall not person other than the Contractor and the Subcontractor.
release the Subcontractor of its obligations or
responsibilities under the Subcontract. 13.4 Assistance/Cooperation. Unless stated otherwise the
Subcontractor shall assist the Contractor and any other
12.7 Complete Transfer Of Information. The Subcontractor party referenced in this Article 13 (Records and Audit),
shall provide the Contractor, in accordance with the free of charge, in making the relevant audits. The
46
Subcontractor shall co-operate with the Contractor and/or perform Work which has been removed from the
the Owner on any periodical or surprise audit checks Subcontractor’s Scope of Work in accordance with the
related to quality assurance/quality control, safety or other terms of the Subcontract.
discipline’s records/work functioning of the Subcontractor.
14.5 Contractor-Provided Equipment. The Contractor-
13.5 Purchase Orders, Sub-subcontracts. The Subcontractor Provided Equipment, which shall be incorporated into or
shall incorporate similar provisions relating to the used in the performance of the Work, may be furnished by
Contractor’s right of audit in any purchase order or its the Contractor without cost to the Subcontractor, provided
sub-subcontract entered into by the Subcontractor in that the Subcontractor shall, at its expense, accept
connection with the Work. delivery thereof, load, unload, transport to points of use,
and care for them until final disposition thereof. At times
13.6 Labor Payments. The Subcontractor shall furnish the of acceptance of any Contractor-Provided Equipment, the
Contractor with statement of records on labor payments Subcontractor shall sign a receipt thereof. Signing of such
(including payments of benefits) with proof if sought by receipt without further comments therein shall preclude
the Contractor. any subsequent claim by the Subcontractor that any such
14. CONSTRUCTION EQUIPMENT, TEMPORARY Contractor-Provided Equipment was received in a
WORK AND MATERIALS damages condition and/or with shortages. If at any time
after the acceptance of any Contractor-Provided
14.1 Removal. All Construction Equipment, Temporary Work, Equipment from the Contractor any such item is damaged,
Materials provided by the Subcontractor shall, when lost, stolen or destroyed, such item shall be supplemented,
brought on the Site, be deemed to be exclusively intended repaired or replaced at the Subcontractor’s expense. Items
for the execution of the Work and the Subcontractor shall required to be replaced may, at its option, be furnished by
not move the same or any part thereof without the written the Contractor. Upon completion of the Work under the
consent of the Contractor (which shall not be Subcontract, the Subcontractor shall, at its expense, return
unreasonably withheld) except (i) for the purpose of all surplus and unused Contractor-Provided Equipment to
moving it from one part of the Site to another; and (ii) in the Contractor’s designated place.
the case of Construction Equipment and Temporary Work,
in accordance with any demobilization schedule to be 15. SUBCONTRACTOR'S PERSONNEL
mutually agreed upon between the Contractor and the 15.1 Competent Staff. The Subcontractor shall employ such
Subcontractor. staff and shall employ or cause to be employed, at its own
14.2 Importation of Construction Equipment. Construction risk, such labor to perform the Work so as to be in number
Equipment shall not be imported by the Subcontractor and competence (including qualifications, skill and
without the prior approval of the Contractor. The experience) adequate to carry out the Work in accordance
Subcontractor shall as necessary obtain all import licenses with the Subcontract. If, in the opinion of the Contractor,
and other permits required for such importation and all such staff and/or labor is inadequate in number and/or
such items shall be imported by the Subcontractor in the competence the Subcontractor shall, without extra cost to
name of the Subcontractor. Any Construction Equipment the Contractor and without affecting the Construction
imported on a temporary or conditional basis shall be Schedule, employ additional or alternative competent staff
removed at the Subcontractor’s cost and expense. The and/or labor. The Subcontractor shall ensure that a
Subcontractor shall be responsible for complying with all sufficient number of suitable, qualified, and experienced
customs procedures. staff competent in written and spoken English shall be
available at the Site for advising and assisting the
14.3 Unsuitable Construction Equipment. If, in the opinion of Contractor in the commissioning and in carrying out of
the Contractor, any item of Construction Equipment is not any testing if so requested by the Contractor.
or is no longer suitable for the purpose intended and/or
the number of items of Construction Equipment is 15.2 Personnel etc. The Subcontractor shall:
inadequate whether in quality, fitness or safety numbers (a) not replace or demobilize any member of the
for the Subcontractor to carry out the Work in accordance Subcontractor’s key personnel (to be defined by the
with the Subcontract, the Subcontractor shall on its own Contractor) without the Contractor’s prior written
initiative but subject to the Contractor’s approval repair or consent;
replace such item of Construction Equipment and/or
additionally supply, following consultation with the (b) forthwith, at its own cost and expense, replace any
Contractor, the Construction Equipment so required member of the Subcontractor’s personnel or its sub-
without any additional cost to the Contractor. subcontractors’ (of any tier) personnel whom the
Contractor, at its reasonable discretion, refuses to
14.4 Use of Construction Equipment or Temporary Work and allow access to the Site or to perform any part of the
Materials. The Contractor shall have the right to utilize Work;
such Construction Equipment, Temporary Work and/or
Materials provided by the Subcontractor as the Contractor (c) submit resumes (including all relevant details of
reasonably deems is required so that the Contractor or qualification and experience) of the Subcontractor’s
such third parties hired by the Contractor may perform Representative and its key personnel for the
any Backcharged work, re-work or corrective work, or to
47
Contractor’s approval prior to allowing them access 15.4.1 The Subcontractor accepts full and exclusive
to the Site; responsibility for the payment of all salaries, wages,
commissions, allowances, overtime premium and
(d) have complete control of the personnel engaged by it other remuneration to the Subcontractor’s
in the performance of the Work and shall ensure that employees, agents or representatives and any other
all such personnel, including its sub-subcontractors workers engaged for the execution of the Work and
of any tier and suppliers and their personnel, comply for the deduction and payment of all applicable
with the Contractor’s and the Owner’s rules and taxes, insurance premium and social security
regulations prevailing at all times; premiums, remittances for tax or other authorities,
(e) maintain workable and harmonious relations among and the Subcontract Price shall be deemed to
its officers, employees, sub-subcontractors of any include all of the foregoing.
tier, agents, servants, or workers, and have them 15.4.2 The rates of wages and allowances and hours and
work in harmony with the Owner, the Contractor and conditions of employment shall not be less
the consultants or other contractors of the Owner and favorable than the minimum established for the
the Contractor; trade or industry in question by an agreement or
(f) take all necessary precautions to prevent any strikes award that is recognized by the trade union and
or concerted action of any sort by any such personnel, employer’s organization in the district or region
however, when such strike or action shall arise or be where the Work is being or is to be carried out and
threatened to arise, the Subcontractor shall promptly shall in any sub-subcontract impose like obligation
advise the Contractor thereof in writing, provided on sub-subcontractors of any tier.
however that such notification to the Contractor does 15.4.3 The Subcontractor shall provide and maintain,
not relieve the Subcontractor from its obligations; during the performance of the home office portion
(g) ensure, when appropriate, that all personnel to be of the Work, an organization of competent and
provided under the Subcontract are in possession of a qualified personnel. Such organization and
valid passport or seaman’s card and shall obtain all personnel shall be subject at all times to approval
visas, entry or other permits, required to enable such of the Contractor.
persons to work in the country where the Site is 15.4.4 If the Subcontractor fails to make a payment under
located or where the Work is to be performed; Article 15.4.1 to the Subcontractor’s employees,
(h) comply with all local regulations and requirements agents or representatives and any other workers
regarding the employment of local nationals; engaged for the execution of the Work, the
Contractor shall be entitled to make a direct
(i) be responsible for the observance by its sub- payment of all salaries, wages, commissions,
subcontractors of any tier of the foregoing provisions allowances, overtime premium and other
of this Article 15.2 (Personnel, etc.) and Article 5.14 remuneration to such Subcontractor’s employees,
(Compliance with Laws and Subcontract); and agents or representatives and any other workers
(j) be fully responsible for the proper behavior of its engaged for the execution of the Work, which the
personnel and workers or its sub-subcontractor’s (of Contractor reasonably considers to be due and
any tier) personnel and workers. unpaid. Any such amounts paid by the Contractor
shall be repaid by the Subcontractor to the
(k) ensure, where applicable, all of the personnel Contractor as a debt, and the Contractor shall be
engaged by it, including its sub-subcontractor of any entitled to offset or withhold such amounts from
tier and suppliers and their personnel and visitor any amounts payable from the Contractor to the
shall wear an identification card issued by the Owner Subcontractor under the Subcontract.
and/or the Contractor, as the case may be, on their
outer garment prior to allowing them access to the 16. DELAYS AND EXTENSION OF TIME
Site. For the avoidance of doubt, the identification 16.1 Extension of Time. Unless the Subcontractor is delayed
cards shall remain the property of the Owner and/or in the performance of its obligations under the
the Contractor, as the case may be, and the Subcontract due to (a) – (d) below, in no event shall the
Subcontractor shall be responsible for returning them Subcontractor be entitled to an extension of time for the
to the Owner and/or the Contractor upon completion completion of the Work:
of the Work, or upon demand of the Contractor,
whichever is earlier. (a) any binding Change in the Work issued by the
Contractor;
15.3 Other Contractors/Owner’s Staff. The Subcontractor shall
not engage without the Contractor’s prior written consent, (b) any suspension order issued by the Contractor
until the date of Initial Acceptance, any person who is (except when issued by reason of default by the
already employed by another contractor directly or Subcontractor or by reason of the Subcontractor’s
indirectly working for the Owner. breach of the Subcontract);
15.4 Salaries, Wages. (c) the occurrence of an event of Force Majeure; or
48
(d) any delay or prevention in the Subcontractor’s Work Accordingly, the Contractor may, by written
caused by or attributable to the Contractor. notice to the Subcontractor, amend the time for the
completion of the Work.
Provided that notwithstanding any other provisions of the
Subcontract, the Subcontractor shall not be entitled to an 16.4.3 The Subcontractor understands and agrees that the
extension of time for the completion of the Work if the Contractor shall not be required to apply to any
above delays do not affect the critical path in the Work court or tribunal, or obtain an order of any court or
contained in the Construction Schedule. tribunal, or obtain an order of any court or tribunal
to recover liquidated damages under this Article
16.2 Notification of Cause of Delay. If the Subcontractor 16.4 or in accordance with the Subcontract
believes it is entitled to claim an extension of the time for Agreement.
the completion of the Work it shall forthwith give written
notice thereof to the Contractor with successive full and 16.5 Failure to Achieve Completion. If the Subcontractor fails
detailed particulars of such claim in accordance with to achieve the completion of the Work within the time
Article 25.7. If the Contractor, in its absolute discretion, specified in Article 4 (Time for Completion) of the
determines that such claim (as notified by the Subcontract Agreement as extended by this Article 16
Subcontractor) is justified in accordance with the (Delays and Extension of Time), the Contractor may, in
provisions of the Subcontract, the Contractor shall so addition to any other remedy allowed under this
inform the Subcontractor and the time for the completion Subcontract or under Law, by further written notice:
of the Work as set forth in the Subcontract Agreement
will be extended to the extent deemed fair and reasonable (a) require the Subcontractor to complete the Work;
by the Contractor. (b) complete the Work at the Subcontractor’s cost and
16.3 Minimise Delay. The Subcontractor shall at all times use expense in such a manner as the Contractor deems
its best efforts to minimize any delay in the performance reasonable and expedient; and/or
of its obligations under the Subcontract regardless of the (c) terminate the Subcontract in accordance with these
cause of such delay. In no event shall the Subcontractor Subcontract General Terms and Conditions.
be entitled to any claim for damages or any additional
cost or expense for any acceleration of the Work to If the Contractor terminates the Subcontract, it shall be
recover delay to meet the requirements of the Subcontract entitled to recover from the Subcontractor any and all loss
unless otherwise provided for in the Subcontract or agreed suffered by the Contractor to the full extent permitted by
to by the Contractor in writing. Law.
16.4 Liquidated Damages. 17. CHANGES
16.4.1 Subject to the provisions of the Subcontract 17.1 Contractor Changes. The Contractor shall have the right,
Agreement, if any part of the Work is not by giving written notice to the Subcontractor, at any time
completed or the Certificate of Initial Acceptance prior to the time for the completion of the Work, to make
is not issued within the time stipulated in the Changes in the Work. The Subcontractor shall diligently
Subcontract Agreement (as may be extended in comply with any request or direction for any Change in
accordance with this Article 16 (Delays and the Work. If any such Change in the Work increases or
Extension of Time)) the Subcontractor shall pay decreases the cost of the Work to the Subcontractor and/or
the Contractor liquidated damages at the rate the time required to complete the Work an equitable
specified in the Subcontract Agreement or allow adjustment will be made to the Subcontract Price as
the Contractor to deduct the sum of such hereinafter provided and/or an equitable adjustment shall
liquidated damages from any monies due or be made in the time within which the Work is to be
becoming due to the Subcontractor under the completed in accordance with Article 16 (Delays and
Subcontract provided that in the event the Extension of Time).
Subcontractor’s delay in achievement of the Alternatively, the Contractor, at its discretion, may order
specific part of the Work and/or Initial Acceptance that additional or substituted work shall be executed on a
has been caused due to the Subcontractor’s gross
day work basis. In such event, the Subcontractor shall, on
negligence or willful/intentional misconduct and
a daily basis, submit and report for the Contractor’s
the damages sustained by the Contractor exceed
approval, actual hours of engagement of the
the capped amount of the liquidated damages
Subcontractor’s field workers and the Construction
stipulated in Article 10.1 of the Subcontract
Equipment used on the previous day to carry out the day
Agreement, the Contractor shall be entitled to
work. The Contractor shall review the submitted day work
recover further damages than the capped amount
record sheet and shall comment and if necessary, revise
provided for in Article 10.1 of the Subcontract
the claimed time and volume to the level of the same
Agreement.
which would have been consumed by a reasonable
16.4.2 The payment or deduction of liquidated damages international construction contractor. The compensation
shall not relieve the Subcontractor of its for such work shall be paid to the Subcontractor based on
obligations to complete the Work or other the day work rate set forth in the Subcontract.
obligations and liabilities under the Subcontract.
49
In the event that the Subcontractor receives any direct 17.3.4 The Subcontractor shall provide a proposal for the
order from the Owner, the Subcontractor shall forthwith proposed Change in the Work in the form
inform the Contractor and provide the Contractor with a specifically required by the Contractor. Non-
copy of such direct order if given in writing. The compliance with such requirement may be a
Subcontractor shall only act upon such order as directed reason for rejection by the Contractor of any
in writing by the Contractor, but the Contractor shall give proposal for the Change in the Work.
its directions thereon with all reasonable speed.
17.3.5 When the pricing method under Article 17.3.1(b),
(c), or (d) has been used for the Subcontractor’s
17.2 Other Changes. Where justifiable under the Subcontract, proposal for a Change in the Work, the
if any Work to be performed by the Subcontractor with Subcontractor shall ensure that the pricing of the
respect to the Project should qualify as a Change in the Change in the Work in the work statement is to be
Work, the Subcontractor shall notify the Contractor in made based upon the amount of work time agreed
writing within seven (7) calendar days of the occurrence by the Parties on the basis of time sheets approved
of the event or circumstance giving rise to the Change in in writing by the Contractor.
the Work. Such notice shall contain the Subcontractor’s
initial advice as to the effect such work has on the 17.4 Waiver. Any failure of the Subcontractor to provide a
Construction Schedule, the Subcontract Price and any notice under Article 17.2 or any failure to provide a
other requirements of the Subcontract. If, and to the proposal within the period specified in Article 17.3 shall
extent that, the Contractor agrees that any such work be deemed conclusively to be a waiver of all of the
qualifies as a Change in the Work the Subcontractor shall Subcontractor’s right to such Change in the Work and the
submit a proposal in respect of a Change in Work in Subcontractor shall not be entitled to any extension of
accordance with the following provisions of this Article time or additional payment and the Contractor shall be
17 (Changes). discharged from all liability in connection with the
17.3 Proposal. Change in the Work. For the avoidance of doubt, this
Article 17.4 shall apply regardless of whether the event or
17.3.1 The Subcontractor shall provide a proposal for the circumstance giving rise to the Change in the Work has
proposed Change in the Work by one or a been caused by or attributable to the Contractor and/or the
combination of the following pricing methods: Owner.
(a) negotiated lump sum based upon a mutually 17.5 Interim Assessment. Upon receipt of the Subcontractor’s
agreed scope of work; proposal in respect of a Change in the Work the
(b) unit rates set forth in the Subcontract; Contractor shall as soon as reasonably practical thereafter
make an interim assessment of the equitable adjustment
(c) daily rates set forth in the Subcontract; or (if any) in the time for the completion of the Work or the
Subcontract Price to which it considers the Subcontractor
(d) unit rates and/or daily rates reasonably
is entitled for the Change in the Work and shall notify the
determined by the Contractor based on
Subcontractor in writing if and to what extent the
prevailing market rates, if not established in the
Subcontractor is entitled to such equitable adjustment.
Subcontract.
17.6 Final Assessment. Notwithstanding that the final
17.3.2 The Subcontractor’s proposal, which shall contain
assessment of any Change in the Work may be pending,
full and detailed particulars of any claim together
the Subcontractor is still obligated to implement the
with such other information as the Contractor may
Change in the Work as directed by the Contractor. In the
require (including any effect on the Construction
event that the Subcontractor does not agree upon the
Schedule and any available methods for mitigation
Contractor’s final determination with respect to the
on time and cost impacts) shall be submitted as
adjustment (if any) in the time for the completion of the
soon as possible, but not later than seven (7)
Work or the Subcontract Price applicable to the Change in
calendar days after the Contractor has requested
the Work, the Subcontractor shall notify the Contractor of
the Subcontractor to submit such proposal unless
it in writing within seven (7) calendar days of the receipt
mutually agreed otherwise. For the avoidance of
of the Contractor’s final determination, and such dispute
doubt, the Subcontractor shall substantiate its
shall be resolved as set forth in Article 25 (Settlement of
proposal with payroll documents, paid invoices,
Disputes) hereof. If the Subcontractor elects to proceed
receipts, records of performance and other
pursuant to Article 25 (Settlement of Dispute) hereof, the
documents reasonably required by the Contractor,
Subcontractor agrees to limit its claim to the amount
and such shall be subject to the verification of the
claimed by it in accordance with this Article 17.
Contractor.
17.7 Implementation. No Change in the Work shall be
17.3.3 The unit rates set forth in the Subcontract or
commenced by the Subcontractor without the
otherwise determined by the Contractor from time
Contractor’s approval in writing. Any purported change
to time for the Change in the Work are fixed and
performed by the Subcontractor other than in accordance
not be adjusted for any reason whatsoever.
with this Article 17 (Changes) shall be deemed not to be a
50
Change in the Work and not to have any impact upon the 17.10 Standby Time. The Contractor shall not be liable for or
time for the completion of the Work or the Subcontract charged by the Subcontractor for lost time due to the
Price and the Subcontractor shall accordingly have no Subcontractor’s inability to perform the Work.
entitlement to additional payment or extension of time
whatsoever. In case of delay due to unavailability of any Materials, the
Subcontractor’s Construction Equipment or manpower
17.8 No Adjustment. For the avoidance of doubt no increase mobilization/demobilization, neither idle time nor extra
in the Subcontract Price will be granted by the Contractor cost shall be recognized to the Subcontractor. The
with respect to any of the following: Subcontractor shall properly reschedule the Work activity
in order to recover such specific delay.
(a) Work to be performed by the Subcontractor resulting
from instructions which the Contractor was entitled 18. SUSPENSION OF THE WORK
to make under the Subcontract so as to ensure
compliance with the Subcontract; 18.1 Suspension. The Contractor may, at its absolute
discretion, or upon receipt of written notification from the
(b) Work not specifically identified in the Subcontract Owner that it has suspended the implementation of the
but which is reasonably inferred by the scope of Project or any part thereof under the Main Contract, by
Work; notice in writing to the Subcontractor, suspend at any time
the execution of all or any portion of the Work.
(c) incorporation or resolution of comments given by the
Contractor on documents which are subject to the 18.2 Action by Subcontractor. Upon receipt of any such notice,
Contractor’s comments as provided for in the the Subcontractor shall, unless the notice otherwise
Subcontract; requires:
(d) the preparation of a request or proposal for a (a) immediately discontinue the Work on the date and to
contemplated Change in the Work; the extent specified in the notice;
(e) changes required because of delays attributable to the (b) place no further orders or execute any sub-
Subcontractor or its sub-subcontractors of any tier; subcontract for equipment, Materials, services,
facilities or any portion of the Work with respect to
(f) additional services required because of a breach of suspended Work other than as required or permitted
the Subcontractor’s obligations under the pursuant to the suspension notice provided issued
Subcontract or a deviation from any of the pursuant to Article 18.1 (Suspension);
requirements of the Subcontract without the prior
written approval of the Contractor; (c) promptly make every reasonable effort to obtain
suspension, upon terms satisfactory to the Contractor,
(g) re-performance of any part of the Work because of of all orders, sub-subcontracts, and rental agreements
the Subcontractor’s failure to comply with the to the extent they relate to the execution of the Work
applicable provisions of the Subcontract; suspended;
(h) examination and testing of defective Work in (d) continue to care for, protect and maintain all affected
accordance with these Subcontract General Terms Work in progress or Work already completed
and Conditions; including those portions on which the Work has been
(i) compliance with Laws, rules and regulations in suspended;
effect as of the Effective Date of the Subcontract; (e) promptly deliver to the Contractor copies of all
(j) compliance with any Environmental Impact documents reflecting such Work in progress and all
Assessment in effect as of the Effective Date of the equipment and Materials and all other property
Subcontract; related thereto as may be requested by the
Contractor; and
(k) escalation in the cost of equipment, Materials,
Construction Equipment or labor; (f) use its best efforts to minimize the cost associated
with the suspension.
(l) increase in the cost of the rates identified in the
Subcontract; or 18.3 Compensation.
(m) currency fluctuations. 18.3.1 The Contractor shall not be liable for any costs and
damages, or loss of the anticipated profits resulting
17.9 No Further Changes. The Subcontractor shall not be from such suspension, however, during a suspension
entitled to any further Change in the Work for any which exceeds thirty (30) calendar days, the
consequences directly or indirectly resulting from the Contractor shall compensate the Subcontractor for
Change in the Work which has been commenced and/or the following costs incurred after such thirty (30)
implemented by the Subcontractor under this Article 17 calendar day period unless such suspension is
(Change) unless otherwise expressly provided in the necessary by reason of default on the part of the
Subcontract. Subcontractor (all such costs must be reasonable and
51
unavoidable and which are a direct result of the (a) the Subcontractor becomes insolvent, or has a
suspension): receiving order placed against it, or makes a general
assignment to its creditors, or, being a corporation, a
(a) costs of performance which, in the resolution is passed or order is made for its winding
circumstances of the delay, cannot reasonably up (other than a voluntary liquidation for the
be avoided or reduced by the Subcontractor; purposes of amalgamation or reconstruction) or a
(b) incremental costs incurred as a result of any receiver is appointed over any part of its undertaking
delivery of Materials and Materials in transit or assets, or if the Subcontractor takes or suffers any
(provided that the Subcontractor and the other analogous action in consequence of debt;
Contractor shall consult as to ways of (b) the Subcontractor assigns or transfers the
minimising such costs); and Subcontract or any right or interest herein, except as
(c) incremental costs of the Subcontractor's field permitted under the Subcontract;
personnel and rented Construction Equipment (c) the Subcontractor fails to promptly pay for
and other facilities which, with the consent of equipment, Materials, workers or any portion of the
the Contractor, are maintained for the Work and Work;
costs incurred by the Subcontractor in
demobilising the Subcontractor's field personnel (d) the Subcontractor disregards any Law or instructions
who are not so maintained. of the Contractor;
18.3.2 Inthe event of a suspension by the Contractor under (e) the Subcontractor (other for the reasons set forth in
this Article 18 (Suspension of the Work) the the following Article 20 (Termination for
Subcontractor shall invoice the Contractor on a Convenience)) fails, neglects, refuses or is unable, at
monthly basis for the costs of the Subcontractor set any time during the course of the Work, to provide
forth in Article 18.3.1 (a)-(c) above and the sufficient Materials, equipment, services or workers
Contractor shall pay such Invoice within forty-five to execute the Work at a rate deemed acceptable by
(45) calendar days of receipt thereof. The the Contractor to reasonably assure that the
Subcontractor and the Contractor shall also consult Subcontractor will complete the Work on the agreed
with one another concerning the effect of such work schedule;
suspension on (i) the Construction Schedule and the
payment schedule (as appropriate); and/or (ii) the (f) the Subcontractor otherwise fails to observe or
Subcontract Price, which shall be equitably adjusted comply with any requirement of the Subcontract with
in accordance with Article 18.3.1 (a)-(c) above. If promptness, diligence or in accordance with any of
the Contractor and the Subcontractor cannot agree the provisions set forth herein;
with an Invoice submitted by the Subcontractor or (g) the Subcontractor fails to maintain any bonds
equitable adjustment in accordance with this Article required to be provided by it under Article 9 (Bonds)
18.3 (Compensation) the Contractor shall determine of the Subcontract Agreement;
the amount payable to the Subcontractor in such a
manner as the Contractor deems fair and reasonable. (h) the Subcontractor abandons the Work or fails to
proceed with the Work;
18.4 Sub-subcontracts and Purchase Orders. All sub-
subcontracts and purchase orders by the Subcontractor (i) any representation or warranty provided by the
shall contain clauses as included in this Article 18 Subcontractor is found to be false or misleading in
(Suspension of the Work) to enable the Subcontractor to any material respect; or
discontinue such sub-subcontracts and purchase orders. (j) the Subcontractor becomes subject to or is adversely
18.5 Resumption. The Subcontractor shall resume the Work affected by activities of labor unions, strikes, and
immediately after the date specified in the notice labor disputes (collectively “Labor Disputes”).
suspending Work or pursuant to any written notice from 19.2 Actions To Be Taken by Subcontractor.
the Contractor requiring the Subcontractor to resume the
suspended portion of the Work. Within ten (10) calendar 19.2.1 In the event of such notice of termination the
days after receipt of such notice, the Subcontractor shall Subcontractor shall immediately, or upon such
submit for the Contractor’s review the revised work other date as is specified in the notification,
schedule. discontinue its performance of the Work, or the
relevant part thereof, and shall preserve and
19. TERMINATION FOR BREACH protect tools, Construction Equipment and
19.1 Termination. Regardless of the stage of completion of the facilities on the Site, Materials purchased or for
Work, the Contractor has the right (without prejudice to which it is committed to be purchased in
any other right or claim) to forthwith terminate the connection with the performance of the Work
Subcontract or any part thereof, by giving written notice (whether delivered to the Site or on order), and the
to the Subcontractor specifying the date of termination, in Work in progress and the completed Work
any of the following circumstances; (whether at the Site or other locations) pending the
Contractor’s instruction. The Subcontractor shall
52
assign to the Contractor all rights and title in the 19.3.3 The termination of the Subcontract or any portion
Work and take all such further steps as are thereof pursuant to this Article 19 (Termination
necessary to enable the Contractor to assume all for Breach) shall not relieve the Subcontractor of
the Subcontractor's rights in respect of the its obligations or responsibilities under the
performance of the Work with the least possible Subcontract. Nothing in this Article 19
disruptions, all in accordance with the Contractor's (Termination for Breach) shall limit any rights that
instructions, if any. the Contractor may have against the Subcontractor
at Law or by statute or otherwise for any damages
19.2.2 Such further steps shall include, but not be limited including damages arising from replacement or
to: repair work performed by the Subcontractor.
(a) enabling the Contractor to take over all Work 19.4 Payment. Should the Subcontract or any portion thereof
so far performed, or the relevant part thereof, be terminated pursuant to this Article 19 (Termination for
and receive all or the relevant part of the Breach) the Subcontractor shall not be entitled to receive
Materials and Work in the Subcontractor's any further payment until the Work is completed. The
care, custody or control; Subcontractor shall be liable for any and all additional
(b) enabling the Contractor, to the extent desired cost incurred by the Contractor to complete the terminated
by the Contractor, to retain custody and use portion of the Work plus a markup for profit in the
of all Construction Equipment; and amount of ten percent (10%) of such additional cost
incurred by the Contractor. If the total amount of the
(c) the delivery to the Contractor of all erection aforesaid additional cost and markup exceeds the balance
plans, schedules, drawings, specifications and of the Subcontract Price unpaid for which the
all other data prepared by the Subcontractor Subcontractor is entitled to payment at the time of the
or any party in connection with the Work or termination, the Contractor is entitled to back charge such
the relevant part thereof and all documents, excess to the Subcontractor.
drawings and other data supplied to the
Subcontractor by or on behalf of the 19.5 Partial Termination. In the event of termination of a
Contractor in connection with the Work. portion of the Work the provisions of this Article 19
(Termination for Breach) shall apply mutatis mutandis.
(d) advising the Contractor of its outstanding
subcontracts and purchase orders pertaining 19.6 Sub-subcontract and Purchase Orders. All purchase
to the Work, and upon request, furnishing the orders and sub-subcontracts entered into by the
Contractor with complete copy thereof. The Subcontractor shall contain clauses as included in this
Subcontractor shall promptly make the best Article 19 (Termination for Breach) to enable the
effort to procure cancellation, upon terms Subcontractor to discontinue such sub-subcontracts and
satisfactory to the Contractor, of all purchase orders as aforesaid.
subcontracts and purchase orders to the
20. TERMINATION FOR CONVENIENCE
extent they relate to the terminated part of the
Subcontract, or, as instructed by the 20.1 Termination for Convenience. In addition to the rights set
Contractor, shall assign them to the forth in Article 19 (Termination for Breach), the
Contractor or the Owner upon terms Contractor may, at its absolute discretion or upon the
satisfactory to the Contractor. abandonment of the Project or the Owner’s termination of
the Main Contract or any portion thereof under the
19.3 Remedy. provisions of the Main Contract and the Owner’s
19.3.1 Without limiting any remedy of the Contractor notification thereof to the Contractor, terminate the
pursuant to the Subcontract or otherwise and for Subcontract or any portion thereof at any time by giving
the avoidance of doubt, any additional cost or written notice of termination to the Subcontractor.
damage incurred or likely to be suffered by the 20.2 Payment. If the Work or any portion thereof is so
Contractor as a result of any termination under this terminated by the Contractor the Subcontractor will be
Article 19 (Termination for Breach) and/or the entitled to the payment for the actual costs of that part of
occurrence of any of the circumstances in Article the Work performed by the Subcontractor under the
19.1(a)-(j) shall be paid by the Subcontractor as a Subcontract up to the date of such termination plus an
debt within twenty (20) calendar days following allowance for reasonable overhead and profit on such
receipt of the Contractor's Invoice or may be costs incurred prior to termination (but not exceeding a
deducted from any monies due or to become due prorate portion of the Subcontract Price for such part of
to the Subcontractor under the Subcontract. the Work based on the percentage of the Work properly
19.3.2 For the purpose of this Article 19 (Termination for completed up to the date of termination), but shall not be
Breach) the Subcontractor grants to the Contractor entitled to the anticipated profit or consequential or
and the Contractor shall have, as a consequence, a indirect costs, losses or damages.
lien over the Construction Equipment provided by
the Subcontractor.
53
The Subcontractor shall accept such payment as full and (a) now or hereafter enters into the public domain
final settlement of all amounts and liabilities due to the through no fault of the Subcontractor;
Subcontractor by the Contractor under the Subcontract.
(b) can be proved to have been in the possession of the
20.3 In the event of termination under Article 20.1 above, Subcontractor and which was not previously
Article 19.2 (Actions To Be Taken by Subcontractor) shall obtained, directly or indirectly from the Contractor
apply. or the Owner or from any other party on behalf of the
Contractor or the Owner; or
21. CONFIDENTIALITY AND NON-DISCLOSURE
(c) becomes lawfully available to the Subcontractor
21.1 Confidentiality Information. All Confidential Information from a third party under no obligation of
shall be used exclusively for the execution of the Work confidentiality.
and shall not be revealed or disclosed to any third party by
the Subcontractor unless agreed to in writing by the 22. FORCE MAJEURE
Contractor and the Subcontractor shall obtain from such
third party a secrecy agreement in a form acceptable to the 22.1 Force Majeure. Neither the Contractor nor the
Contractor containing provisions regarding the use of the Subcontractor shall be liable for any loss or damage
Confidential Information. incurred by an event of Force Majeure (as defined in
Appendix 1 (Definitions and Rules of Interpretation)). It
21.2 Subcontractor’s Obligations. The Subcontractor shall: is understood by the Subcontractor that the events of
Force Majeure claimed by the Subcontractor shall be
(a) take all reasonable precautions to safeguard any subject to the approval or consent by the Owner. Any
documents that it receives in connection with the acts or omissions of the Subcontractor shall not be
Project and may copy such documents only to the deemed to constitute Force Majeure conditions. Events of
extent necessary for the execution of the Work; Force Majeure shall not be deemed to include Labor
(b) obtain the Contractor’s prior written approval before Disputes, which are explicitly excluded from Force
making any publicity releases regarding the Majeure events. The Subcontractor shall have no right to
Subcontract to the press or and third party; make any claims in respect of events involving Labor
Disputes, including, for the avoidance of doubt, any
(c) promptly return all technical documents and copies claims for extension of time or additional costs. The
thereof furnished by the Contractor no later than Subcontractor shall be liable for and indemnify the
Final Acceptance of the Work or upon termination of Contractor for any and all loss or damage suffered by the
the Subcontract in accordance with these Subcontract Contractor resulting from Labor Disputes of the
General Terms and Conditions; Subcontractor (or its sub-subcontractors of any tier).
(d) ensure that it and any of its sub-subcontractors of any 22.2 Notification. The Party claiming Force Majeure shall
tier or suppliers do not publish any advertisement or within forty-eight (48) hours after such Party knew (or
reference to the Work or to the Work or to the should, with the exercise of reasonable diligence, have
Subcontract in any way (including the award of known) of the occurrence of such Force Majeure event,
same), without the prior approval of the Contractor; give the other Party written notice describing the
(e) ensure that neither it nor its sub-subcontractors of particulars of the occurrence, including an estimate of its
any tier shall provide any information and/or have expected duration and probable impact on the
discussion with any newspaper, trade journal, or the performance of such Party’s obligations under the
agents/reporters of such publication on any matters Subcontract, and thereafter continue to furnish timely
related to the Project or the Subcontract; regular reports and documentary evidence with respect
thereto during the continuation of such claimed Force
(f) not release any photographs of the Project, the Work Majeure event. The burden of proving whether a Force
or the Site without prior written approval from the Majeure event has occurred shall be upon the Party
Contractor; claiming that such Force Majeure event has occurred.
Any notification of Force Majeure shall not be deemed to
(g) execute and deliver to the Contractor the
constitute proof of that claimed event qualifies as Force
Confidentiality Agreement set out in Appendix 5;and
Majeure, until and unless the Party claiming Force
(h) impose and/or cause to impose the same Majeure has proven, by reasonably sufficient
confidentiality obligations under this Article 21 documentary evidence, that such event satisfies the
(Confidentiality and Non-disclosure) on all of its definition of Force Majeure.
directors, officers, employees, agents, consultants,
22.3 Mitigation. The Subcontractor shall be responsible for
sub-subcontractors of any tier and suppliers of any
taking all reasonable measures to mitigate the effects of
tiers with respect to the Confidential Information.
Force Majeure on the time for the completion of the Work
21.3 Notwithstanding the above, the obligations of the set forth in the Subcontract Agreement should a Force
Subcontractor under this Article 21 (Confidentiality and Majeure situation arise.
Non-disclosure) shall not apply to that information which:
54
22.4 No Waiver. The acceptance of a claim for Force Majeure legal costs or penalties suffered by the Contractor or
by the non claiming Party shall not be considered as a the Owner as a result of such violation;
waiver of that Party’s rights under the Subcontract.
(f) any infringement or improper appropriation of
22.5 Compensation. The occurrence of Force Majeure shall not Confidential Information by the Contractor or the
entitle the Subcontractor to any additional compensation Subcontractor;
whatsoever.
(g) any claim from any governmental authority claiming
23. LIABILITY AND INDEMNITY taxes payable by the Subcontractor;
23.1 Indemnity. In addition to any other indemnity provided (h) any claims by the Subcontractor or its sub-
for in these Subcontract General Terms and Conditions subcontractor’s (of any tier), their respective
and the Subcontract, the Subcontractor shall be absolutely employees, servants, agents or representatives or by
liable for, and shall defend and indemnify and hold the anyone directly or indirectly employed by any of
Contractor and the Owner and their respective directors, them arising out of or in connection with the Work;
officers, employees, agents and representatives harmless
from and against, all claims and/or losses in respect of: (i) any loss which it suffers as a result of not being able
to recover under any insurance as a result of
(a) all injuries to, including death of any of the misrepresentation, non-disclosure or breach of any
Contractor’s, the Owner’s, the Subcontractor’s or obligation to co-operate under the terms of any
sub-subcontractor’s (of any tier) personnel, insurance;
employees, servants, agents or representatives in any
way resulting from the Work whether or not such (j) all liens, charges, claims or any other entitlement on
death or injury was caused by or contributed to or property of the Contractor or the Owner and upon
was partly attributed to any act, omission, fault, Materials, equipment, structures and/or the premises
negligence or lack of due diligence of the Contractor, upon which they are located arising from or in
the Owner or any of their personnel, employees, connection with the Work including, but not limited
servants, agents or representatives (unless caused to workers, Materials and services to be furnished by
solely by the gross negligence or willful acts of such the Subcontractor and any of its sub-subcontractors
person); of any tier or suppliers under the Subcontracts;
(b) all loss, theft or damage to all property of the (k) any environmental damage or loss or non-
Subcontractor, or any of its sub-subcontractor’s (of compliance with any Law or regulation arising out of
any tier) or any third party’s personnel, employees, the Subcontractor’s or its supplier’s or sub-
servants, agents or representatives arising out of or in subcontractor’s (of any tier) performance of Work or
connection with the performance of the Work presence at the Site;
whether or not such loss or damage was caused by or (l) any waste materials or rubbish, before or after
contributed to or was partly attributed to any act, removal from the Site, including but not limited to
omission, fault, negligence or lack of due diligence liability resulting from the handling, transportation or
of the Contractor, the Owner or any of their disposal of such waste materials or rubbish; and
personnel, employees, servants, agents or
representatives (unless caused solely by the gross (m) the release of any hazardous substance, pollutant or
negligence or willful act of such person); contaminant in to the environment and the
Subcontractor’s failure to fulfill any reporting
(c) all liability for, loss or destruction of, or physical obligations in respect of such release.
damage to all Materials, equipment and other
property which are owned or controlled by the 23.2 No Reduction. The liabilities and indemnities given by
Contractor or the Owner and which are either the Subcontractor in this Article 23 (Liability and
incorporated or to be incorporated into the Work or Indemnity) shall apply in full and not be defeated or
the Project, whether or not such loss, destruction or reduced even though the injuries (including death), loss or
damage is caused by, arises out of, or is in any way damage was caused by, or contributed to, or was partly
connected with the negligence of the Subcontractor attributable to any act, omission, fault, negligence or lack
or of any employee or agent of the Subcontractor; of due diligence of the Contractor, the Owner, the
Subcontractor, or any of their respective personnel,
(d) the suspension or termination of the Work by the employees, servants, representatives or agents in failing to
Contractor in accordance with Articles 18 supervise or control the Subcontractor’s operations, or
(Suspension of the Work), 19 (Termination for methods of working, or to detect or prevent or remedy
Breach) and 20 (Termination for Convenience) defective Work, or to ensure proper performance of any
including the costs of legal fees in connection other of the Subcontractor’s obligation under the
therewith; Subcontract and the Subcontractor shall not seek
(e) any violation of any Law by the Subcontractor or its compensation from such entities, person or persons for
sub-subcontractors of any tier including any fines, such reason.
55
23.3 Claim. In the event of any claim or action brought against (d) the use of the drawings, specifications, requisition,
the Contractor or the Owner arising out of the matters calculations and other documents prepared by the
referred to in this Article 23 (Liability and Indemnity), the Subcontractor in the performance of the Work; or
Subcontractor will be notified thereof and shall, if the
Contractor so elects, conduct all negotiations at the (e) the manufacture, sale or use of any Construction
Subcontractor’s expense for the settlement of the same, Equipment and construction techniques used by the
and any litigation that may arise therefrom. The conduct Subcontractor in the performance of the Work.
by the Subcontractor of the negotiations or litigation shall 24.2 Remedy. If any item of Material (or part thereof) or any
be conditional upon the Subcontractor having first given process (or part thereof) or any use thereof as referred to
to the Contractor such reasonable security as shall from in Article 24.1 (a) or (b) (Indemnity) is held to constitute
time to time be required by the Contractor to cover the infringement of any intellectual property right, the
amount ascertained or agreed or estimated, as the case Subcontractor shall, at its own expense and after
may be, of any compensation, damages, expenses or cost consultation with the Contractor or the Owner, either:
for which the Contractor or the Owner may be held liable.
(a) procure for the Contractor or the Owner the right to
The Contractor and the Owner shall, promptly after the continue at no cost to the Contractor or the Owner
receipt of notice of the commencement of any legal using such item of Materials (or part thereof) or any
action or of any claim against it in respect of which such process (or part thereof) or use thereof; or
indemnification, pursuant to the foregoing provisions of
this Article 23 (Liability and Indemnity) may be sought, (b) replace same with non-infringing items(s) of
notify the Subcontractor in writing thereof, provided that Materials or process; or
the failure to provide promptly any such notice shall not (c) modify the Material (or part thereof) or process so
relieve the Subcontractor of any of its obligations that it becomes non-infringing, such that any
hereunder. replacement or modification shall in all respects be
23.4 Proceedings. The Contractor and the Owner shall have in compliance with the requirements of the
the right, but not the obligation, to contest, defend and Subcontract.
litigate (and to retain its own legal advisers) in connection Provided that, with respect to (b) and (c) above, any such
with any claim alleged or asserted against it and which it replacement or modification shall be of equal quality and
is entitled to be indemnified hereunder. performance as the infringing item(s) of Materials or
23.5 Liability Cumulative. It is the intent of the Contractor and process.
the Subcontractor that the liability provisions in the In addition to this Article 24.2(a), (b) and (c) (Remedy),
Subcontract are not exclusive, but are cumulative. the Contractor shall have all rights and remedies
24. PATENT INDEMNITY otherwise available to the Contractor under the
Subcontract.
24.1 Indemnity. The Subcontractor warrants that the Work
will not infringe any patent, copyright or other intellectual 24.3 No Contractor Liability. Except as otherwise agreed to in
property right and the Subcontractor shall, both during the writing by the Contractor, the Contractor shall not have
performance of the Subcontract and after its termination any obligation or liability with respect to or arising out of
and shall, subject to the Subcontractor’s obligation under the Contractor and the Owner’s receipt, use or disclosure
the Subcontract, defend, indemnify and hold the of, any and all un-patented inventions, technical
Contractor and the Owner harmless from and against all information, know-how, data, documents, drawings,
loss, damage and expense arising from any claim for prototypes and models which are at any time disclosed or
infringement of a patent, copyright or any other furnished to the Owner or the Contractor by or on behalf
intellectual property right in existence or to be granted on of the Subcontractor (in connection with the Subcontract
an application published prior to the issuance of the or in connection with the subject matter of the
Certificate of Initial Acceptance or the date of suspension, Subcontract) and the Subcontractor shall be responsible
termination for breach, termination of convenience or for such receipt, use or disclosure to the Contractor and/or
discontinuation of the Subcontract in accordance with the Owner, and shall be responsible for such rights of any
these Subcontract General Terms and Conditions, third party or otherwise.
whichever is earlier, with respect to or arising out of: 24.4 Suppliers and Sub-subcontractors.
(a) the Work; 24.4.1 The Subcontractor shall not assert and shall obtain
(b) the use in the Project (or any part thereof) of any the agreement of its suppliers and sub-
process (or part thereof) or any use thereof; subcontractors of any tier not to assert any patent
which is now or hereafter at any time owned or
(c) the incorporation or use in the Project (or any part controlled by any of them to prevent or in any way
thereof) of any specific item of Materials (or part interfere with the construction, modification,
thereof); expansion or operation of the Project including
any Material, equipment, combination or process
conducted or incorporated in the Facility thereof
56
by the Subcontractor or by any of its supplier and at the time of submission of the dispute to arbitration,
sub-subcontractors of any tier. which Rules are deemed to be incorporated by reference
into this clause. The seat of the arbitration shall be
24.4.2 The Subcontractor shall ensure that any supplier of Singapore and the place of arbitration shall be in
its sub-subcontractors of any tier shall be equally Singapore . The arbitration proceeding shall be conducted
bound by identical requirements to those by three arbitrators, two of whom shall be nominated by
contained in this Article 24 (Patent Indemnity), as the two Parties and the third, who shall act as the
it may be applicable in each purchase order or sub- chairman of the arbitration, shall be nominated by
subcontract. agreement of the two Party-nominated arbitrators within
24.5 Claim. In the event of any claim or action brought against fourteen (14) days of the confirmation of the second
the Contractor or the Owner arising out of the matters arbitrator. Should any Party fail to appoint an arbitrator,
referred to in this Article 24 (Patent Indemnity), the or should the two Party-nominated arbitrators fail to select
Subcontractor will be notified thereof and shall, if the the third arbitrator, the Chairman of the ICC shall appoint
Contractor so elects, conduct all negotiations at the the relevant arbitrator. The language of the arbitration
Subcontractor’s expense for the settlement of the same, shall be English. The award(s) of the Tribunal shall be
and any litigation that may arise therefrom. The final and binding, and judgment upon the award(s) may
Contractor will not, unless and until the Subcontractor be entered in any court of competent jurisdiction.
shall have failed to take over the conduct of the To the fullest extent permissible under the applicable Law
negotiations or litigation, make any admission which and the Rules of Arbitration of the ICC, the Contractor
might be prejudicial thereto. The conduct by the and the Subcontractor expressly agree that if the
Subcontractor of such negotiations or litigation shall be Contractor is required to arbitrate any dispute with any
conditional upon the Subcontractor having first given to third party which arises out of, as a result of, or in
the Contractor such reasonable security as shall from time connection with this Subcontract or the Work, the
to time be required by the Contractor to cover the amount Subcontractor, at the Contractor's option, may be joined
ascertained or agreed or estimated, as the case may be, of as a party to such arbitration. If the Contractor exercises
any compensation, damages, expenses or cost for which this option, the Subcontractor agrees to be bound by any
the Contractor or the Owner may be held liable. award rendered by the Tribunal in the arbitration even if
25. SETTLEMENT OF DISPUTES the Subcontractor chooses not to participate in the
arbitration.
25.1 Resolution of Disputes. Any and all disputes,
controversies or differences of any kind whatsoever 25.3 Appointing Authority. The appointing authority shall be
between the Contractor and the Subcontractor in the International Chamber of Commerce.
connection with or arising out of the Subcontract or the 25.4 Law and Jurisdiction. The arbitration shall be conducted
Work shall in the first instance be the subject of subject to and in accordance with the laws of the
negotiation between the duly authorised representatives of jurisdiction stipulated in Article 16.1 of the Subcontract
the Contractor and the Subcontractor for a period of forty Agreement.
five (45) calendar days from the service of notice by one
Party on the other specifying the dispute or difference and 25.5 Notice. Any service of notice under this Article 25
requesting that such dispute or difference be resolved by (Settlement of Disputes) shall be deemed to be duly served
negotiation. If such dispute or difference is not resolved by personal delivery, courier or registered mail at the last
within such time, then either Party may serve on the other known address of the Parties stipulated in the Subcontract
a notice of arbitration requiring that such dispute or Agreement.
difference be referred to arbitration. When a matter is
referred to arbitration under this Article 25 (Settlement of 25.6 Immunity. The Subcontractor irrevocably agrees that,
Disputes), it shall not prevent or constitute a valid excuse should the Contractor take any proceedings anywhere, no
for either Party from performing their respective immunity (to the extent that it may at any time exist,
obligation under the Subcontract, e.g. the Subcontractor’s whether on the grounds of sovereignty or otherwise) from
obligations with respect to the performance of the Work. those proceedings, from attachment of its assets or from
The Submission or reference of any dispute or difference execution of judgment shall be claimed by or on behalf of
by either Party to any court (local or otherwise) in it or with respect to its assets, any such immunity being
contravention of the dispute resolution procedures set out irrevocably waived. The Subcontractor irrevocably agrees
in this Subcontract shall constitute a material breach of that it and its assets are, and shall be, subject to such
the Subcontract by such Party. proceedings, attachment or execution in respect of its
obligations under the Subcontract.
25.2 Arbitration. Any dispute, controversy or claim not
resolved pursuant to Article 25.1 above arising out of or 25.7 Submission of Claims. If the Subcontractor considers
in connection with this Subcontract or the Work, himself entitled to any extension of time and/or any
including any question regarding its existence, validity or additional payment in connection with the Subcontract,
termination, shall be referred to and finally resolved by the Subcontractor shall inform the Contractor promptly,
arbitration under the Rules of Arbitration of the but in no case later than seven (7) calendar days, after the
International Chamber of Commerce (“ICC”) applicable Subcontractor has become, or reasonably should have
become, aware of the event or circumstance giving rise to
57
such claim. Within seven (7) calendar days from the Contractor or the Owner. No personnel furnished by the
Contractor’s receipt of the notice of claim from the Subcontractor shall be deemed under any circumstances
Subcontractor, the Subcontractor shall file a written an agent, employee, or servant of the Contractor and/or
analysis of all elements of the claim accompanied by the Owner and the Subcontractor shall ensure that its
itemized supporting data identifying the effect on the time employees and agents act in accordance with this Article
for completion of the Subcontractor’s Work and/or the 26.3.
amount of compensation claimed by the Subcontractor.
Amounts related to the sub-subcontracts of any tier shall 26.4 Severability. If any one or more of the provisions in the
be supported in similar detail. Subcontract shall be invalid, illegal or unenforceable in
any respect under applicable Law, the validity, legality
and enforcement of the remaining provisions contained
Such additional data shall include, but is not limited to, herein shall not in any way be affected or impaired.
applicable planned and actual progress curves, invoice
logs with supporting progress calculations, change order 26.5 No Waiver. Neither Party shall be deemed to have
logs and documents, monthly and/or weekly and/or daily waived any right under the Subcontract unless it has
reports, minutes of meetings, manpower reports, purchase delivered to the other Party a written waiver signed by it.
order reports, material receiving reports, drawing logs, No failure or successive failure by either Party to enforce
equipment lists, copies (electronic and hard copy) of the any covenant or agreement and no waiver or successive
initial and any subsequent updated or revised versions of waivers by either Party shall operate as a discharge of
the Construction Schedule. such covenant, agreement or condition, render the same
invalid or impair such Party’s right to enforce the same in
Any claim regarding an adjustment to the schedule must the event of a subsequent breach.
be accompanied by a revised version of the detailed
schedule demonstrating that the delay for which the 26.6 Rights and Remedies. The rights and remedies of the
Subcontractor is entitled to extension of time under the Contractor and the Subcontractor set forth in the
Subcontract has occurred and such has affected the critical Subcontract shall not be exclusive of but shall be in
path in the Work which has been previously agreed addition to all other rights and remedies of the Contractor
between the Parties. and the Subcontractor.
After receipt of such analysis and supporting data, the 26.7 Survival. To enable the Contractor and the Subcontractor
Contractor shall inform the Subcontractor in writing of to fully exercise their rights and perform their obligations
any additional data or documentation that is required, under the Subcontract arising from the performance of the
which shall be provided by the Subcontractor within Work, such provisions of these Subcontract General
seven (7) calendar days of the Contractor’s request. After Terms and Conditions that are required to ensure the
receipt of the claim notice and all supporting data, the exercise and performance of such rights and obligations
Contractor and the Subcontractor shall endeavor in good shall survive the termination of the Subcontract for any
faith to resolve any such claim in accordance with Article cause whatsoever. Articles that shall survive the
25.1 (Resolution of Disputes). Any failure of the termination of the Subcontract shall include, but not be
Subcontractor to give notice of a claim within such period limited to, Article 5.14 (Compliance with Laws and
of seven (7) days or any failure to provide written analysis Subcontract), Article 7 (Taxes), Article 9.1 (Materials and
and supporting data within such period of seven (7) Work), Article 21 (Confidentiality and Non-Disclosure),
calendar days or additional data or documentation within Article 23 (Liability and Indemnity), Article 24 (Patent
such period of seven (7) calendar days shall be deemed Indemnity) and Article 25 (Settlement of Disputes).
conclusively to be a waiver of all of the Subcontractor’s
rights in regards to such claim, and the Subcontractor 26.8 Notices. All notices to be given by either Party pursuant
shall not be entitled to any extension of time or additional to these Subcontract General Terms and Conditions shall
payment and the Contractor shall be discharged from all be effective upon receipt and shall be in writing and
liability in connection with the claim. delivered to the other Party by overnight/courier service at
the address stipulated in the Subcontract Agreement.
26. MISCELLANEOUS
26.9 Language. To the extent not inconsistent with the
26.1 Amendment/Modification. Any change, amendment, or provisions of the Subcontract Agreement the English
modification of any of the terms and conditions of the language version of the Subcontract and these Subcontract
Subcontract Documents shall be made in writing and General Terms and Conditions shall be the ruling version.
executed by the Parties. All communications between the Contractor and the
Subcontractor shall be in English. All (i) drawings shall
26.2 Headings. The headings in the Subcontract General be annotated, (ii) operations and maintenance manuals
Terms and Conditions shall not be deemed to be part and instructions, and (iii) operating labels and instructions
hereof or be taken into consideration in the interpretation to be affixed to any part of the Permanent Work shall be,
or construction hereof or of the Subcontract. in English. In the event local authorities require
26.3 Independent Contractor. In the performance of the documents to be written or submitted in languages other
Subcontract, the Subcontractor shall operate as an than English, the Subcontractor shall be responsible for
independent contractor and not as an agent of the preparing such documents together with English
translations thereof.
58
26.10 Approvals. No approval, consent, instruction, comment,

advice and the like given by the Contractor or the
Contractor’s Representative shall relieve the
Subcontractor from any of its obligations, duties,
responsibilities or liabilities, either under Law or under
the terms of this Subcontract.
26.11 Liability. Where the Subcontractor comprises more than
one company, the liability of the company comprising the
Subcontractor shall be joint and several.
26.12 Right to Set-Off. The Contractor, without waiver or

limitation of any rights or remedies of the Contractor or
the Owner, shall be entitled from time to time to deduct
from any amounts due or owed by the Contractor to the
Subcontractor, in connection with the Subcontract, any
and all amounts owed by the Subcontractor to the
Contractor and/or the Owner in connection with the
Subcontract.
59
APPENDIX 5
CONFIDENTIALITY AGREEMENT
Subcontract No.:
This Agreement is made and entered into on , 201[ ] between [insert name of
Samsung entity] (hereinafter referred to as the “Contractor”) and [ ] (hereinafter
referred to as the “Subcontractor”) (the “Agreement”).
Subject: Confidentiality Agreement
Whereas the Contractor has been awarded a contract for [insert description of project] (the “Project”)
and has entered into a subcontract (Subcontract No.: ) (hereinafter referred to as the
“Subcontract”) with the Subcontractor.
To enable the Subcontractor to perform the Work (as such term is defined in the Subcontract) and
other obligations under the Subcontract, it is necessary for the Contractor to disclose to the
Subcontractor or for the Subcontractor to acquire directly or indirectly from the Contractor
information related to the Project including commercial and technical information and any other
proprietary information relevant to the Project (the “Confidential Information”). Accordingly, the
Contractor requires that the Subcontractor sign and return this Agreement, immediately.
The Contractor is prepared to make such disclosure to the Subcontractor provided the Subcontractor
undertakes:
1. to keep all Confidential Information confidential and not to disclose any Confidential
Information to any third party without the prior written consent of the Contractor;
2. to bind all of the Subcontractor and the Subcontractor’s suppliers and sub-subcontractor’s
employees, representatives and agents to keep all Confidential Information confidential; and
3. not to use any Confidential Information except in the performance of the Subcontractor’s
obligations pursuant to the Subcontract and shall not disclose any Confidential Information
except to the Subcontractor’s employees who need it for this purpose (the “Receiving Party”).
The Subcontractor’s obligations with respect to Confidential Information shall not apply to any
Confidential Information which:
(a) at the time of disclosure to the Subcontractor is generally available to the public;
(b) after disclosure to the Subcontractor becomes generally available to the public
through no fault of the Subcontractor or the Receiving Party;
(c) the Subcontractor can prove that such information was in its possession prior to
disclosure and was not acquired directly or indirectly from the Contractor or any
affiliate or subsidiary of the Contractor or other person involved in the Project;
60
(d) the Subcontractor or the Receiving Party can show that such information was received
by it after the time of disclosure from another party having a bona fide right to
disclose such Confidential Information and who does not have any obligation of
confidentiality with respect to such Confidential Information and which was not
acquired directly or indirectly from the Contractor or any affiliate, or subsidiary of the
Contractor or any other person involved in the Project; or
(e) is independently developed by the Subcontractor outside of the Project.
4. The Subcontractor shall impose the same confidentiality obligations set out in this Agreement
upon its affiliates, subcontractors, vendors and other third parties who are in association with
the Subcontractor and may have access to any Confidential Information.
5. Confidential Information and all documentation of services performed for the Contractor or on
the Subcontractor’s behalf shall be accounted for and returned to the Contractor upon request
or upon completion of the Subcontractor’s obligations to the Contractor.
6. No one shall disclose the existence of and the terms and conditions of this Agreement to any
third party under any circumstances without written consent of the Contractor.
7. The Subcontractor shall provide to the Contractor, on or before the date of execution of this
Subcontract Agreement, (i) an official company extract for the Subcontractor, which was
issued not later than 30 days before the date of the execution of this Subcontract Agreement;
(ii) a power of attorney from the Subcontractor authorizing the Subcontractor Authorized
Representative who will execute this Subcontract Agreement; and (iii) the specimen signature
of the Subcontractor Authorized Representative.
8. This Agreement shall be governed by and construed in accordance with the laws of [England
and Wales] [Note: should be the same as the Subcontract Agreement]. Each of the Parties
shall strictly abide by the laws of local and all related government rules, regulations, by-laws,
decrees and the like.
This Agreement shall be effective for a period of [ten (10) years] from the date of signature hereunder.
Accepted and agreed by:
[ ] [insert name of Samsung entity]
61
APPENDIX 6
LETTER OF UNDERTAKING
Project Name: [ ] (the “Project”)
[ company name ] (the “Subcontractor”) covenants to observe the following obligations to [insert
name of Samsung entity] (“Contractor”) in connection with the performance of the Project:
1. The Subcontractor shall strictly comply with all applicable rules, regulations and laws of [the
country where the Project has been performed] in connection with or applicable to the fair
performance of the Project.
2. The Subcontractor has not made, offered, or given any improper or illegal payments, gifts, or
gratuities to the Owner, subcontractors, or any interested third parties in connection with the
performance of the Project. Nor has the Subcontractor received any improper or illegal payment,
gifts, or gratuities from the Owner, subcontractors, or any interested third parties in connection
with the performance of the Project.
3. The Subcontractor shall not make, offer, or give any improper or illegal payments, gifts, or
gratuities to the Owner, subcontractors, or any interested third parties in connection with the
performance of the Project. Nor shall the Subcontractor receive any improper or illegal payment,
gifts, or gratuities from the Owner, subcontractors, or any interested third parties in connection
with the performance of the Project.
4. The Subcontractor shall neither conspire to fix the price nor involve in any other kinds of illegal
collusion in connection with the preparation of the tender for the Project.
5. The Subcontractor has only provided the Contractor with the genuine and truthful information in
connection with the performance of the Project (the “Truthful Information”), and shall only
provide the Contractor with the Truthful Information hereafter.
6. The Subcontractor acknowledges that the Subcontractor shall be subject to any of the Contractor’s
disciplinary actions, including but not limited to, termination of the contract with the
Subcontractor, removal from the Contractor’s list under which the Subcontractor is named as one
of the Contractor’s favored subcontractors, restriction upon participating in the Project or any
other projects among which the Contractor will have obtained the award in the future, any
criminal prosecution or any civil action raised by the Contractor if any violation of the above
Clause(s) 1, 2, 3, and/or 4 has been committed by the Subcontractor.
The Subcontractor has fully understood the details of this Letter of Undertaking and caused it to be
undersigned by the Subcontractor on the day and year below written.
20[ ]. [ ]. [ ] .
Subcontractor Name:
Subcontractor Address:
President/CEO:
62
APPENDIX 7
MINUTES OF CLARIFICATION MEETING(S)
63
APPENDIX 8
INVITATION TO BID DOCUMENTS
8-1. Definition & Measurement
8-2. Requisition
8-3. Form of Reports
64
APPENDIX 9
LETTER OF INTENT
65
APPENDIX 10
FORMS OF BONDS/ CLAIM RELEASE LETTER
10-1. FORM OF ADVANCE PAYMENT BOND
To: [insert name of Samsung entity]
Dear Sirs:
Irrevocable Letter of Credit No. [●] dated [●] (“Bond”)
1. Except as provided below, or to the extent that the context requires otherwise, words and
expressions defined in the Agreement shall have the same meanings in this Bond.
“Agreement” the Subcontract (Subcontract No. [ ]) dated [●]

between [insert name of Samsung entity] (as the
Contractor under the Agreement and Beneficiary
under this Bond) and [●] as Subcontractor.
“Bank” [insert name of issuing Bank].
“Beneficiary” [insert name of Samsung entity] including its

successors and permitted assigns and permitted
transferees.
“Business Day” a day on which banks are open for business in Seoul.
“Demand” the Beneficiary’s call for payment, made in

accordance with Clause 6.
“Expiry Date” [insert date thirty days after the issuance of the
Certificate of Initial Acceptance].
2. In consideration of the Beneficiary agreeing to accept this Bond, upon receiving a Demand on
or before the Expiry Date, the Bank irrevocably and unconditionally (but subject to the
remaining provisions of this Bond) guarantees and undertakes to pay the amounts specified in
the Demand(s) to the Beneficiary on or before the [fifth] Business Day after receipt by the
Bank of the Demand(s) under this Bond notwithstanding any objection made by the
Subcontractor and without any right of set-off or counterclaim. The Bank acknowledges that
the Beneficiary is entitled to make multiple Demands under this Bond.
3. The Beneficiary agrees as follows:
(a) The aggregate amount payable under this Bond shall not exceed [insert amount];
(b) Any payment made under this Bond shall be made by transfer to the account specified
in the relevant Demand; and
66
(c) The Bank’s obligations under this Bond shall cease at [4.00 pm] ([Seoul] time) on the
Expiry Date, except in respect of any Demand received under this Bond on or prior to
such date.
4. Each Demand shall specifically refer to this Bond and shall be given to the Bank by notice in
writing by an authorised signatory of the Beneficiary in accordance with Clause 6.
5. This Bond shall remain valid and in full force and effect up to the Expiry Date, upon which
date this Bond shall expire (save in relation to any demand duly made hereunder and not
satisfied prior to such date); provided that it is a condition of this Bond that, in the event the
Beneficiary gives the Bank on or prior to the said Expiry Date (or any subsequent extension of
the Expiry Date in accordance with this Clause 5) signed written notification requesting an
extension, the Bank will (a) extend this Bond for such period (not exceeding 365 days from
the Expiry Date) as the Beneficiary may specify in the notification, or (b) pay the amount of
this Bond as specified in Clause 3.
6. All Demands presented under this Bond shall be presented in full compliance with the terms
and conditions hereof by hand delivery, post, fax, or authenticated SWIFT messages at the
[insert branch name] office of the Bank (or to such other address of the Bank as the Bank may
from time to time notify the Beneficiary for this purpose) followed by registered post. Any
Demand presented after 11.00 am ([Seoul] time) shall be deemed received on the next
working day (other than a Saturday or Sunday) in [Seoul].
7. Other than the submission of a Demand in accordance with this Bond, the Beneficiary shall
not be obliged, before enforcing any of its rights or remedies conferred upon it by this Bond or
by law, to take any step or action, including (without limitation):
(a) the granting of any time or indulgence to the Subcontractor;
(b) the taking of any legal proceedings or action or the obtaining of any judgment against
the Subcontractor in any court, arbitration or adjudication;
(c) the making or filing of any claim in bankruptcy, liquidation, winding up or dissolution
of the Subcontractor; or
(d) the pursuance or exhaustion of any other right or remedy against the Subcontractor,
and the liabilities of the Bank under this Bond may be enforced irrespective of whether any
legal proceedings are being or have been taken against the Subcontractor.
8. The Beneficiary may transfer this Bond and the benefits thereof without the consent of the
Bank (provided that the Beneficiary shall notify the Bank of any such assignment) by way of
security or to any person to which the Subcontract is assigned.
9. This Bond shall be governed by Laws of England and Wales.
10. No person that is not a party to this Bond shall have any right under the Contract (Rights of
Third Parties) Act of 1999.
11. This Bond is subject to the Uniform Customs and Practice for Documentary Credits, 2007
Revision, International Chamber of Commerce Publication No. 600 insofar as the same is
applicable.
67
Yours faithfully,
[insert name of issuing Bank]
By: [Address Details]
68
APPENDIX TO ADVANCE PAYMENT BOND
FORM OF DEMAND
[Date]
To: [The Approved Issuing Bank] (the “Bank”)
Irrevocable Letter of Credit No. [●] dated [●] (the “Bond”)
1. We refer to the above Bond issued by the Bank. This is a Demand. Terms defined in the Bond
shall have the same meanings in this Demand.
2. The total amount payable under the Bond is [insert amount], of which Demands in respect of
[insert amount, if any, previously paid by Bank] have previously been paid by you.
3. Accordingly, we demand payment of [insert amount] no later than [five] Business Days from
your receipt (in accordance with Clause 6 of the Bond) of this Demand.
4. Payment shall be made by transfer to the [insert account details].
5. The Expiry Date has not occurred.
Yours faithfully,
(as Beneficiary under the Bond)
69
APPENDIX 10
10-2. FORM OF PERFORMANCE BOND
Dear Sirs:
Irrevocable Letter of Credit No. [●] dated [●] (“Bond”)
1. Except as provided below, or to the extent that the context requires otherwise, words and
expressions defined in the Agreement shall have the same meanings in this Bond.
“Agreement” the Subcontract (Subcontract No. [ ]) dated [●]

between [insert name of Samsung entity] (as the
Contractor under the Agreement and Beneficiary
under this Bond) and [●] as Subcontractor.
“Bank” [insert name of issuing bank]
“Beneficiary” [insert name of Samsung entity] including its

successors and permitted assigns and permitted
transferees
“Business Day” a day on which banks are open for business in Seoul
“Demand” the Beneficiary’s call for payment, made in

accordance with Clause 6
“Expiry Date” [insert date thirty days after the issuance of the
Certificate of Final Acceptance] and (ii) the date on
which the Beneficiary notifies the Bank in writing
that all obligations of the Subcontractor pursuant to
the Agreement have been discharged in full
2. In consideration of the Beneficiary agreeing to accept this Bond, upon receiving a Demand on
or before the Expiry Date, the Bank irrevocably and unconditionally (but subject to the
remaining provisions of this Bond) guarantees and undertakes to pay the amounts specified in
the Demand(s) to the Beneficiary on or before the [fifth] Business Day after receipt by the
Bank of the Demand(s) under this Bond notwithstanding any objection made by the
Subcontractor and without any right of set-off or counterclaim. The Bank acknowledges that
the Beneficiary is entitled to make multiple Demands under this Bond.
3. The Beneficiary agrees as follows:
(a) The aggregate amount payable under this Bond shall not exceed [insert amount];
(b) Any payment made under this Bond shall be made by transfer to the account specified
in the relevant Demand; and
70
(c) The Bank’s obligations under this Bond shall cease at [4.00 pm] ([Seoul] time) on the
Expiry Date, except in respect of any Demand received under this Bond on or prior to
such date.
4. Each Demand shall specifically refer to this Bond and shall be given to the Bank by notice in
writing by an authorised signatory of the Beneficiary in accordance with Clause 6.
5. This Bond shall remain valid and in full force and effect up to the Expiry Date, upon which
date this Bond shall expire (save in relation to any demand duly made hereunder and not
satisfied prior to such date); provided that it is a condition of this Bond that, in the event the
Beneficiary gives the Bank on or prior to the said Expiry Date (or any subsequent extension of
the Expiry Date in accordance with this Clause 5) signed written notification requesting an
extension, the Bank will (a) extend this Bond for such period (not exceeding 365 days from
the Expiry Date) as the Beneficiary may specify in the notification, or (b) pay the amount of
this Bond as specified in Clause 3.
6. All Demands presented under this Bond shall be presented in full compliance with the terms
and conditions hereof by hand delivery, post, fax, or authenticated SWIFT messages at the
[insert branch name] office of the Bank (or to such other address of the Bank as the Bank may
from time to time notify the Beneficiary for this purpose) followed by registered post. Any
Demand presented after 11.00 am ([Seoul] time) shall be deemed received on the next
working day (other than a Saturday or Sunday) in [Seoul].
7. Other than the submission of a Demand in accordance with this Bond, the Beneficiary shall
not be obliged, before enforcing any of its rights or remedies conferred upon it by this Bond or
by law, to take any step or action, including (without limitation):
(a) the granting of any time or indulgence to the Subcontractor;
(b) the taking of any legal proceedings or action or the obtaining of any judgment against
the Subcontractor in any court, arbitration or adjudication;
(c) the making or filing of any claim in bankruptcy, liquidation, winding up or dissolution
of the Subcontractor; or
(d) the pursuance or exhaustion of any other right or remedy against the Subcontractor,
and the liabilities of the Bank under this Bond may be enforced irrespective of whether any
legal proceedings are being or have been taken against the Subcontractor.
8. The Beneficiary may transfer this Bond and the benefits thereof without the consent of the
Bank (provided that the Beneficiary shall notify the Bank of any such assignment) by way of
security or to any person to which the Subcontract is assigned.
9. This Bond shall be governed by Laws of England and Wales.
10. No person that is not a party to this Bond shall have any right under the Contract (Rights of
Third Parties) Act of 1999.
11. This Bond is subject to the Uniform Customs and Practice for Documentary Credits, 2007
Revision, International Chamber of Commerce Publication No. 600 insofar as the same is
applicable.
71
Yours faithfully,
[insert name of issuing Bank]
By [Address Details]
72
APPENDIX TO PERFORMANCE BOND
FORM OF DEMAND
[Date]
To: [The Approved Issuing Bank]
Irrevocable Letter of Credit No. [●] dated [●] (the “Bond”)
1. We refer to the above Bond issued by the Bank. This is a Demand. Terms defined in the Bond
shall have the same meanings in this Demand.
2. The total amount payable under the Bond is [insert amount], of which Demands in respect of
[insert amount, if any, previously paid by Bank] have previously been paid by you.
3. Accordingly, we demand payment of [insert amount] no later than [five] Business Days from
your receipt (in accordance with Clause 6 of the Bond) of this Demand.
4. Payment shall be made by transfer to the [insert amount details].
5. The Expiry Date has not occurred.
Yours faithfully,
(as Beneficiary under the Bond)
73
APPENDIX 10
10-3. FORM OF LIENS AND CLAIMS RELEASE LETTER
[Letterhead of Subcontractor]
Date: ____________, 20[ ]
Subcontract (No.: )

[Address]
Ladies and Gentlemen:
We, for and in consideration of our receipt of the sum of the amount of US$ ____________________
from you, representing the final payment under the Subcontract (No.: ) between
you and us that has become in full force and effective as of the Effective Date, including all
supplements and modifications thereto, hereby release and forever discharge you and [insert name of
Owner] from all claims and demands whatsoever in any manner arising out of, or related to, the
Subcontract, including, but not limited to, labor performed or in connection with the services, Work,
labors, Materials, or equipment or any items which have been performed or furnished or supplied by
us under the Subcontract in connection with, or incidental to, the construction of the Project for the
Owner at the Site.
In consideration of, and for the purpose of inducing you to make the aforesaid final payment, we
hereby warrant that we shall indemnify and hold harmless you and the Owner from all demands, liens,
and claims of any nature in any manner arising from or related to the Subcontract.
We understand that the foregoing shall not relieve us of our obligations under the provisions of the
Subcontract, which by their nature survive the completion of the Work, including without limitation
warranties, guarantees, and indemnities.
Capitalised words used herein shall have the same meaning ascribed to them in the Subcontract
Agreement.
In witness whereof, we have caused this instrument to be executed by our duly authorized officer this
__day of ______________, 20[ ].
[__________________________]
By: _______________________
Name:
Title:
74
APPENDIX 11
INSURANCE PLAN
1. Contractor’s Insurances: Without limiting the Subcontractor’s obligations, responsibilities

and liabilities under the Subcontract Agreement, the Contractor shall effect and maintain in
force the following insurances which shall be for the benefit of, and shall name as insured
parties, the Contractor, the Subcontractor, sub-subcontractors of any tier, the Contractor’s
Representative and other such parties that the Contractor may elect:
1.1 “Contractor’s All Risks” insurance covering, subject to the conditions, warranties and
exclusions set out therein, loss or damage to the Work and any materials and equipment for
incorporation therein including imported equipment and any Contractor furnished items for
the period stipulated in Article 10.1 (Care of the Work) of the Subcontract General Terms and
Conditions and for such periods as may be necessary to cover any loss or damage occasioned
by the Subcontractor (or its sub-subcontractor) in the course of any operations carried out by it
(or any of them) in the performance of the Subcontractor’s obligations under the Subcontract,
in an amount equal to the Subcontract Price plus the replacement new value of any imported
equipment and Contractor furnished items or such other amount as may be agreed by the
Contractor with the Subcontractor from time to time;
1.2 Third Party Insurance (not including Third Party Motor Insurance under Article 2.3(a))
covering, subject to the conditions, warranties and exclusions set out therein, legal liability,
including liability under contract for injury or illness to any person or loss of or damage to any
property (other than liability of an insured party to its employees or in respect of loss or
damage to the Work insured under Article 1.1 above) arising out of the execution of the Work.
This insurance shall remain in force during the same period as is referred to in Article 1.1
above and shall be for an indemnity of US$[•] for any one accident or series of accidents
arising from one source or original cause. The aggregate liability shall be unlimited in the
period of the policy. This insurance shall contain a cross-liability clause as between the
insured parties; and
1.3 Marine Cargo Insurance on “All Risks” conditions known as Institute Cargo Clauses “A” (as
appropriate to the nature of the cargo) including war, strikes, riots and civil commotion and
loss of or damage to all Materials and/or equipment for the Work whilst in transit and/or
shipment from outside [location] until delivery to Site and whilst in storage anywhere in the
world during such transit/shipment. This insurance shall only be in respect of materials and
equipment ordered by the Contractor and shall not apply to Materials or equipment ordered or
provided by the Subcontractor or sub-subcontractor of any tier.
The Contractor’s insurance shall also cover injury or illness to the Contractor, the Contractor’s
Representative and their respective employees, loss or damage to underground utilities and
loss or damage caused by vibration or removal or weakening of support.
2. Subcontractor’s Insurances: Without limiting the Subcontractor’s obligations,

responsibilities and liabilities under the Subcontract Agreement, the Subcontractor shall effect
and maintain in force at its own expense, the following insurances which shall be for the
benefit of and name as insured parties, the Contractor, the Subcontractor, sub-subcontractor of
any tier, the Contractor’s Representative, and such other parties as the Contractor may
nominate in respect of the insurances described in Articles 2.1 and 2.2 below and shall include
75
a waiver of subrogation clause in favour of each such insured and their employees, officers
and members:
2.1 Insurance against all loss or damage from whatsoever cause arising in respect of the
Subcontractor’s equipment brought onto or destined for the Site for use in the execution of the
Work to the full replacement value of such Contractor’s equipment;
2.2 Insurance in respect of injury or illness to the Subcontractor’s employees as may be required
by the laws of [insert location] and of any other country applicable to those employees and,
where employees may have an option to sue under general law, for Employer’s Liability risks
for a minimum of US$[•] per occurrence in respect of expatriate employees and [insert local
currency amount] per occurrence in respect of [insert location] employees;
2.3 The Subcontractor shall at all material times keep in force the following additional insurance:
(a) Policies of motor insurance covering, inter alia, third party liability in respect of all
mechanically propelled vehicles used in connection with the Work by the
Subcontractor for an amount not less than US$[•] or equivalent in [insert local
currency];
(b) Aviation, hull and liability insurance in respect of the use of any aircraft, helicopters
and the like in connection with the execution of the Work, the amount and terms of
such cover to be agreed with the Contractor prior to the use of any such aircraft,
helicopters and the like;
(c) Insurance against loss or damage to Materials or equipment ordered by the

Subcontractor or any sub-subcontractor in the course of manufacture or prefabrication
until such time as Article 1.3 above or Article 2.3(d) below becomes effective;
(d) Insurance similar to that described Article 1.3 above in respect of Materials and/or
equipment ordered by the Subcontractor until delivery to the Site or to any final place
of pre-Site storage;
2.4 The Subcontractor shall also maintain for a period of not less than [10] years from the date of
Final Acceptance Professional Indemnity insurance with a sum insured of not less than US$[•].
This insurance shall be required only as an insurance for the benefit of the Subcontractor and
requirements for additional insured parties and waivers of subrogation shall not apply.
2.5 The Subcontractor shall cause each sub-subcontractor to maintain similar insurances in respect
of its plant and equipment, liability to its employees, motor vehicles, and materials and
equipment it orders, transit risks, and, if relevant, Professional Indemnity. All such insurances
shall comply with the requirements of this Article 2.5. For any sub-subcontractor which is a
[insert location of Project] owned company the amount stated in Article 2.3(a) above shall be
US$[•].
3. General Provisions regarding Insurances
3.1 The Subcontractor shall provide the Contractor and/or the insurance broker engaged by the
Contractor with all such assistance, drawings and other information to effect and maintain the
insurances referred to in Article 1 above as it may reasonably require and shall comply, and
ensure that its sub-subcontractors of any tier comply, in all respects with any claims procedure
76
in relation thereto as shall be notified to the Subcontractor by the Contractor. The Contractor
shall engage an insurance broker of international standing and reputation for the procurement
and maintenance of the insurances described in Article 1 above and the policies issued shall
conform with the same general standard and quality of such policies as are issue by leading
construction insurance underwriters in the London insurance market for projects of this scale
and type although they may not necessarily be procured from this insurance market.
3.2 All insurances referred to in Article 2 above as being kept in force by the Subcontractor shall
be endorsed to the effect that the persons specified therein, and such other persons as the
Contractor may specify in writing, shall be included as named insureds thereon and be
indemnified in accordance with the terms thereof in respect of claims that may be made
against them arising out of the execution of the Work or in connection with the Subcontract
Agreement.
3.3 The Contractor shall provide the Subcontractor with a copy of the policies referred to in
Article 1 above and the Subcontractor shall provide the Contractor with a copy of the policies
referred to in Article 2 above (together in each case with any renewals or modifications
thereof). The Subcontractor shall comply and ensure that its sub-subcontractors of any tier
comply strictly with the terms and conditions of the said policies and all reasonable
requirement of insurers in connection with the settlement of claims, the recovery of losses and
the prevention of accidents and shall bear all costs incurred by itself or its subcontractors and
keep the Contractor indemnified against any costs incurred by the Contractor as a
consequence of any failure so to comply. The Subcontractor shall bear the cost of all excesses
and/or deductibles and shall be liable for all loss and damage falling within any exclusions or
limitations applying to the said insurances.
3.4 In respect of all insurances required under Article 2 above to be effected by the Subcontractor,
the Subcontractor shall when so required by the Contractor produce the receipts for the
premiums or other satisfactory evidence of the continued validity of insurance cover. The
Contractor shall similarly produce for the Subcontractor when requested satisfactory evidence
of the continue validity of the insurances described in Article 1. Any changes in any of the
insurances referred to in this Appendix 11 (Insurance Plan) which materially reduce the scope
of cover provided shall be notified by the procuring party to the other party in advance of any
such change subject to the insurers providing sufficient time for such advance notification.
3.5 If either party (the “Defaulting Party”) fails to effect and keep in force any of the insurances
referred to in Article 1 and Article 2 above, the other party may effect and keep in force any
such insurance and pay such premium or premiums as may be necessary for that purpose and
recover from the Defaulting Party the cost of effecting such insurance.
3.6 The insurances referred to in Article 2 above shall be effected with an insurer approved by the
Contractor.
3.7 The Contractor’s interests in the policies of insurance described in Article 2 above and/or all
and any rights or benefits of the Contractor arising thereunder shall, if the Contractor so
directs be assigned, mortgaged or otherwise disposed of as security for the Contractor’s
obligations in relation to any finance provided for the Work, or to any agent on their behalf.
3.8 All policies of insurance naming more than one party as an Insured shall contain a waiver of
subrogation clause applying to each Insured. Such policies shall also contain a clause stating
that the breach of a policy term, condition or warranty, express or implied, by one Insured
77
shall not prejudice the cover granted by the policy to any other Insured who has not breached
the term, condition or warranty.
3.9 All costs and incidental expenses incurred (and any excesses and deductibles thereunder) in
relation to claims under the policies referred to in Article 1 or Article 2 above shall be borne
by the Subcontractor.
3.10 The Subcontractor shall comply with and shall cause its sub-subcontractors to comply with
any claims or accident notification recording and investigation procedures required by the
Contractor in connection with the insurances referred to in this Appendix 11 (Insurance Plan).
3.11 Any payments by the insurers under the policies referred to in Article 1 above where the claim
is in excess of US$[•], including payments in respect of any claim made by the Subcontractor,
shall be made in the first instance to the Contractor or to such other party as may be entitled to
the same pursuant to Article 3.7 above.
78
APPENDIX 12
FORM OF POWER OF ATTORNEY

[Note: Any POA to be used in the country must be drafted in local language [] and Notarized
by a Local [] Notary Public.]
[Letterhead of Subcontractor]

[Address]
Ladies and Gentlemen:
I, the undersigned, ________________, [Managing Director][other] of [name of Subcontractor], with

its principal place of office at ____________________, a company established by and under the laws
of _______________ (the “Subcontractor”), being competent for the purpose intended hereof,
appoint _______________________, whose specimen signature is provided below, to fully represent
the Subcontractor and to act as [Project Manager] for the Work in connection with _____________
Project, under the Subcontract No: …………… (the “Subcontract”), and authorize him/her, on behalf
of the Subcontractor, to exercise all powers and to sign/execute all contractual, commercial, financial
and legal instruments (affidavits, deeds, documents, cheques, bills, etc) including, but not limited to,
the following:
To agree and sign on final settlement and amendment agreement in respect of the Subcontract;
To sign final invoice/claim in respect of the Subcontract;
To appoint workers/staff or removal within one day notice as intended by the Contractor;
To prepare and sign progress claims;
To decide and agree on settlement of claims, additional work, backcharges;
To receive payments by cheque or cash;
To receive any loan or financial assistance or advance monies to maintain cash flow;
To issue credit or debit notes to and from;
To revise schedule as intended by the Contractor;
To manage the Work execution of the Subcontract; and
To operate current account with bank to pay all payables.
This Power of Attorney is effective from ____________, 20[ ] and is irrevocable until the full
fulfillment of the Subcontractor’s obligations under the Subcontract.
The specimen signature of ________________ is as follows:
______________________________________________________
The execution of this instrument by the Subcontractor was duly effected in the manner authorized by
its constitution under the seal of the Subcontractor which said seal was hereunto affixed on
_____________________.
Capitalised terms used herein shall have the same meaning ascribed to them in the Subcontract
Agreement.
79
By: ________________________
Name:
Title:
[Company seal]
[NOTARIZATION REQUIRED]
80
APPENDIX 13
CONSTRUCTION SCHEDULE
81
APPENDIX 14
QUALITY REQUIREMENTS
82
APPENDIX 15
TECHNICAL DOCUMENTS
15-1. Specifications, Drawings, Codes and Standards
15-2. Subcontractor’s Data Requirements
15-3. Temporary Facility Plan
83

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Appendix 7 - Subcontract Documents Long Form - 20150409

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SAMSUNG ENGINEERING CO., LTD.

Samsung GEC, 26, Sangil-ro 6-gil,

CONTRACTOR : [SAMSUNG ENGINEERING CO., LTD.]

[____________________________], a [___________] company having its registered office at

“Mechanical Completion” means [delete or insert as relevant to the specific Subcontract].

“Precommissioning” means [delete or insert as relevant to the specific subcontract].

ARTICLE 2. SCOPE OF WORK

(a) This Subcontract Agreement

ARTICLE 4. TIME FOR COMPLETION

Milestone Milestone Date

ARTICLE 5. SUBCONTRACT PRICE

[Option 1: Lump Sum Fixed Price]

5.6 Provisional Sum.

[]/USD [figure] ([]/United States Dollars [words] only)

5.2 The Subcontract Price shall consist of:

5.4 Indirect Cost Portion.

Adjustment for the Indirect Cost Portion = (x – y) X [FP/(FP+DC)]

FP = original Indirect Cost Portion

(b) For the decrease of the Direct Cost Portion

Adjustment for the Indirect Cost Portion=(x) X [FP/(FP+DC)]

5.8 Provisional Sum.

ARTICLE 6. TERMS OF PAYMENT

[Option 1 – Payment in accordance with progress.]

6.2 Advance Payment.

6.5 Progress Reports, Progress Payment Certificates.

6.6.2 The Subcontractor shall ensure that each Invoice:

(d) is in a format agreed to by the Contractor and manually signed by authorised

[Option 2 – Payment in accordance with milestones.]

(a) [description of Milestone] [percentage of payment]

6.2 Advance Payment.

6.5 Progress Reports, Milestone Payment Certificates.

6.6.2 The Subcontractor shall ensure that each Invoice:

(d) is in a format agreed to by the Contractor and manually signed by authorised

9.3 Not Used.

(d) circumstances which entitle the Contractor to termination under Subcontract

Ms. Seungju Eun

ARTICLE 10. LIQUIDATED DAMAGES FOR DELAY

ARTICLE 11. LIENS AND CLAIMS RELEASE LETTER

ARTICLE 12. NOTICES

[insert name of Samsung entity]

ARTICLE 13. LANGUAGE

ARTICLE 14. EFFECTIVE DATE AND TERM OF SUBCONTRACT

ARTICLE 15. SPECIAL CONDITIONS

[*Note: Please check with 법무 when inserting any special conditions.]

15.1 Project Specific Conditions

15.2 Amendment to the Subcontract General Terms and Conditions

ARTICLE 16. GOVERNING LAW

ARTICLE 17. ENTIRE AGREEMENT

[insert name of Samsung entity]

DEFINITIONS AND RULES OF INTERPRETATION

“Force Majeure” means the events or circumstances which:

(a) are unforeseen at the time of execution of the Subcontract;

(b) occur after the date of the execution of the Subcontract;

(ii) shortages or price fluctuations with respect to materials, supplies or components of

(iii) economic hardship;

(iv) shortages of manpower or labor;

(vi) machinery or equipment breakdown;

(vii) customs procedures;

(viii) unavailability at the Site of necessary utilities; and

(ix) weather or geological conditions that could reasonably be expected to occur by an

1.2 RULES OF INTERPRETATION

2-1. Scope of Direct Work and Supply

2-2. Scope of Indirect Work and Supply

[__________________], a [_] company having its registered office at