ABDOS

TENDER DOCUMENT -

 ARTICLES OF AGREEMENT
 CONTRACT CONDITIONS
 PRELIMINARIES
 BILLS OF QUANTITIES

For

EXISTING TUBE FACTORY PROPOSED EXPANSION

At

OREGUN, IKEJA, LAGOS - NIGERIA.

KTM & Partners Hay Barry Consulting Limited

Registered Quantity Surveyors Architects and Project Managers
First Floor, 3rd Floor,
167, Igbosere Road, 241, Igbosere Road.
Box 477 Adeniji Adele Post office Lagos - Nigeria
Lagos – Nigeria

22/11/ABDOS November 2022

 CONSULTANTS

PROJECT MANAGERS / : Hay Barry Consulting Limited

ARCHITECTS 3th Floor,
Igbosere Road,
Lagos.
Tel: +234 1 80 3391 1822
+234 1 81 8198 2583

STRUCTURAL ENGINEERS : Hay Barry Consulting Limited

3rd Floor,
Igbosere Road,
Lagos.
Tel: +234 1 80 3084 7857
+234 1 81 8198 2583

SERVICES ENGINEERS : BJ Associates

Suite 24, Jowon Plaza,
14 Tinubu Road,
Ilupeju,
Lagos.

Tel: +231 80 3742 7052

QUANTITY SURVEYORS : KTM & Partners

1st Floor, 167, Igbosere Road,
Lagos.
Tel: +234 80 3069 7559
+234 80 2320 5948

1
 INDEX

PAGE No

ARTICLES OF AGREEMENT, CONTRACT CONDITIONS

Bill No. 1 – Articles of Agreement, Contract Conditions 3 - 34

PRELIMINARY AND GENERAL ITEMS

Bill No. 2 - Preliminary and General Items 2/3

BILLS OF QUANTITIES

BILL No. 3 – Proposed Tube Factory 3/1 – 3/12

BILL No. 4 - External Works 4/1

BILL No. 5 - Builder’s Works & Attendance in Connection With Services 5/1

GENERAL SUMMARY

General Summary GS/1

2
 BILL No. 1 – ARTICLES OF AGREEMENT,

CONTRACT CONDITIONS

BILL No. 1

3
ARTICLES OF AGREEMENT, CONTRACT CONDITIONS

Section Page

Articles of Agreement 5 - 8

Conditions of Contract 9 - 18

Special conditions and appendices to conditions of contract 19 - 34

4
ARTICLES OF AGREEMENT

5
 This Agreement is made the ______________ day of___________2022 BETWEEN

ADBOS of 7th Floor, 721, DLF Tower-A, DDA Distribution Centre, Jasola, New Delhi-

110044, India (hereinafter called the “Employer” which expression shall where the context so

admits include its successors-in-title) of the one part

……………………………………………………. of (or whose registered office is at)

……………………………………………………………………………………... (hereinafter

called “the Contractor” which expression shall where the context so admits include its

successors-in-title) of the other part.

Whereas
Recitals 1st the Employer wishes the following work: EXISTING TUBE FACTORY PROPOSED

EXPANSION AT 1, BILLINGSWAY, OREGUN, IKEJA, LAGOS, LAGOS STATE -

NIGERIA to be carried out under the direction of HAY BARRY CONSULTING

LIMITED (hereinafter called “the Contract Administrator” (CA).

And has caused

Specifications and Bills of Quantities showing and describing the work

to be prepared and which are attached to this Agreement;

2nd the Contractor has stated the sum he will require for carrying out such work, which sum is

stated in Article 2;

3rd the Contract Documents have been signed by or on behalf of the parties hereto;

4th the quantity surveyor appointed in connection with this Contract shall mean KTM &

PARTNERS or in the event of his demise or ceasing to be the quantity surveyor for this

purpose such other person as the Employer nominates for that purpose.

6
 Now it is hereby agreed as follows
Article 1
For the consideration hereinafter mentioned the Contractor will in accordance with the
Contract Documents carry out and complete the work referred to in the 1st recital together
with any changes made to that work in accordance with this Contract (hereinafter called ‘the
Works’).

Article 2
The Employer will pay the Contractor for the works the sum of
N…………………………………………………………………………………………………
…………………………………………………………………………………………………
or such other sum as shall become payable hereunder at the times and in the manner specified
in the Contract Documents.

Article 3
The term ‘the Contract Administrator’ in the said Conditions shall mean Hay Barry
Consulting Limited or in the event of its demise or ceasing to be the Contract Administrator
for the purpose of this Contract such other person as the Employer shall within 14 days of the
death or cessation as aforesaid nominate for that purpose, provided that no person
subsequently appointed to be the Contractor Administrator under this Contract shall be
entitled to disregard or overrule any certificate or instruction given by the Contract
Administrator for the time being.

Article 4
If any dispute or difference as to the construction of this Agreement or any matter or thing of
whatsoever nature arising thereunder or in connection therewith, shall arise between the
Employer or the Contract Administrator on his behalf and the Contractor or either during the
progress or after the completion or abandonment of Works or after the determination of the
employment of the Contractor it shall be and is hereby referred to arbitration in accordance
with clause 8.

Article 5
The Contract shall be subject to Nigerian Law.

IN WITNESS WHEREOF the parties herein have caused their common seal to be
affixed hereunder:

The common seal of ABDOS was herein affixed in presence of:

SIGNATURE …………………………………………… SIGNATURE ……………………………………….

NAME …………………………………………………... NAME ………………………………………………..
DESIGNATION ………………………………………... DESIGNATION ……………………………………
ADDRESS …………………………………………... ADDRESS …………………………………………
DATE …………………………………………………. DATE………………………………………………..

IN THE PRESENCE OF
SIGNATURE …………………………………………..
NAME ………………………………………………….
OCCUPATION…………………………………………
ADDRESS………………………………………………
DATE…………………………………………………..

7
The common seal of …………………………………………………………… was herein affixed in presence of:

SIGNATURE …………………………………………… SIGNATURE ……………………………………….

NAME …………………………………………………... NAME ………………………………………………..
DESIGNATION ………………………………………... DESIGNATION ……………………………………
ADDRESS …………………………………………... ADDRESS …………………………………………
DATE …………………………………………………. DATE………………………………………………..

IN THE PRESENCE OF
SIGNATURE …………………………………………..
NAME ………………………………………………….
OCCUPATION…………………………………………
ADDRESS………………………………………………
DATE…………………………………………………..

8
CONDITIONS OF CONTRACT

9
 Contents
CONDITIONS

1.0 Intentions of the parties Page 10

1.1 Contractor’s obligation

1.2 Contract Administrator’s duties
1.3 Giving or serving of notices or other documents
1.4 Reckoning period of days

2.0 Commencement and completion Page 10

2.1 Commencement of contract period

2.2 Extension of contract period
2.3 Costs for non-completion
2.4 Practical completion
2.5 Defects liability

3.0 Control of the Works Page 11

3.1 Assignment
3.2 Sub-contracting
3.3 Contractor’s representative
3.4 Exclusion from the works
3.5 Contract Administrator’s instructions
3.6 Variations
3.7 Provisional sums

4.0 Payment Page 12

4.1 Progress payments and retention

4.2 Penultimate certificate
4.3 Final certificate
4.4 Fixed price
4.5 Advance Payment Bond

5.0 Statutory obligations Page 13

5.1 Statutory obligations, notices, fees and charges

5.2 Value added tax
5.3 Withholding tax deductions
5.4 Prevention of corruption
5.5 Duty of Principal Contractor

6.0 Injury, damage and insurance Page 14

6.1 Injury to or death of persons

6.2 Injury or damage to property
6.3B Insurance of the works and any existing structures
by the Employer - fire etc.
6.4 Evidence of insurance

7.0 Determination Page 15

7.1 Notices
7.2 Determination by Employer
7.3 Determination by Contractor

8.0 Settlement of Disputes - Arbitration Page 17

10
Conditions hereinbefore referred to

1.0 Intentions of the parties

Contractor’s obligation
1.1 The Contractor shall with due diligence and in a good and workmanlike manner and in accordance with
the Health and Safety Plan carry out and complete the works in accordance with the Contract Documents
using materials and workmanship of the quality and standards therein specified provided that where and
to the extent that approval of the quality of materials or of the standards of workmanship is a matter for
the opinion of the Contract Administrator such quality and standards shall be to the satisfaction of the
Contract Administrator.

Contract Administrator’s duties

1.2 The Contract Administrator shall issue any further information necessary for the proper carrying out of

the works, issue all certificates and confirm all instructions in writing in accordance with these

Conditions.

Giving or serving of notices or other documents

1.3 Where this Agreement does not specifically state the manner of giving or service of any notice or other
document required in pursuance of this Agreement such notice or other document shall be given or
served by hand delivery acknowledged by a signature in a delivery book to any agreed address. If no
address has been given or agreed then if given or served by being hand delivered and acknowledged by a
signature in a delivery book to the addressee’s last known principal business address or, where the
addressee is a body corporate, to the body’s registered address or principal office it shall be treated as
having been effectively given or served.

Reckoning periods of days

1.4 .1 Where under this Agreement an act is required to be done within a specific period of days
after or from a specified date, the period shall begin immediately after that date. Where the
period would include a day, which is a Public Holiday, that day shall be excluded.

.2 A ”Public Holiday” shall mean Christmas Day, Good Friday, Eid-el-Fitri, etc., or a day
announced as a Public Holiday by the Federal Government of Nigeria.

2.0 Commencement and completion

Commencement and completion

2.1 The works shall commence on ………………………………………...
And shall be completed in ………………………… i.e. ………. WEEKS (time to be inserted by
Contractor in the Form of Tender )

Extension of contract period

2.2 If it becomes apparent that the Works will not be completed by the date for completion inserted in clause

2.1 hereof (or any later date fixed in accordance with the provisions of this clause 2.2) for reasons

beyond the control of the Contractor, including compliance with any instruction of the Contract

Administrator under this Contract whose issue is not due to a default of the Contractor, then the

Contractor shall thereupon in writing so notify the Contract Administrator who shall make, in writing,

such extension of time for completion as may be reasonable. Reasons within the control of the

Contractor include any default of the Contractor or of others employed or engaged by or under him for or

in connection with the Works and of any supplier of goods or materials for the Works.

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Damages for non-completion

2.3 If the Works are not completed by the completion date inserted in clause 2.1 hereof or by
any later completion date fixed under clause 2.2 hereof the Contractor shall pay or allow
to the Employer the Liquidated Damages for Delay at the rate of =N=150,000.00 (One
Hundred and Fifty Thousand Naira Only) per calendar week, or part
thereof to a maximum limit of 5% of the contract sum, between the aforesaid
completion date and the date of practical completion.

The Employer may recover the Liquidated Damages from the Contractor as a debt or deduct
the Liquidated Damages from monies due to the Contractor under this contract provided that a
notice of deduction has been given. If the Employer intends to deduct any such damages from
the sum stated as due in the final certificate, he shall additionally inform the Contractor, in
writing, of the intention not later than the date of issue of the final certificate.

Practical completion
2.4 The Contract Administrator shall certify the date when in his opinion the Works
have reached practical completion.

Defects liability
2.5 Any defects, excessive shrinkages, including delamination, degradation, discolouration and
the like or other faults to the works which appear within SIX CALENDAR MONTHS
of the date of practical completion and are due to materials or workmanship not in accordance
with the Contract shall be made good by the Contractor entirely at his own cost unless the
Contract Administrator shall otherwise instruct.

The Contract Administrator shall certify the date when in his opinion the Contractor’s
obligations under this clause 2.5 have been discharged.

3.0 Control of the Works

Assignment
3.1 Neither the employer nor the Contractor shall without the written consent of the other, assign
this Contract.

Sub-contracting
3.2 The Contractor shall be allowed to sub-contract parts thereof the works with the written
consent of the Contract Administrator. Where in the Contract bills, items of work are under
Prime Costs Sums and quotations have been obtained by the Contract Administrator, the
Contractor will take on the approved sub-contractor as a Domestic Sub-Contractor, and shall
be fully responsible for the acts and or omissions of the Sub-Contractor in the execution of the
services and or works sub-contracted to him

Contractor’s representative
3.3 The Contractor shall at all times keep upon the works a competent English speaking person in
charge and any instructions given to him by the Contract Administrator shall be deemed to
have been issued to the Contractor.

Exclusion from the Works

3.4 The Contract Administrator may (but not vexatiously) issue instructions requiring the
exclusion from the Works of any person employed thereon.

Contract Administrator’s instructions

3.5 The Contract Administrator may issue written instructions which the Contractor shall
forthwith carry out. If instructions are given orally they shall, in two days, be confirmed in
writing by Contract Administrator.

If within 7 days after receipt of a written notice from the Contract Administrator requiring
compliance with an instruction the Contractor does not comply therewith then the Employer
may employ and pay other persons to carry out the Work and all costs incurred thereby may
be deducted by him from any monies due or to become due to the Contractor under this
Contract or shall be recoverable from the Contractor by the Employer as a debt.

Variations

12
3.6 The Contract Administrator may without invalidating this Contract, order an addition to or
omission from or other change in the works or order period in which they are to be carried out
and any such instruction shall be valued by the Contract Administrator on a fair and
reasonable basis, and such valuation shall include any direct loss and /or expense incurred by
the Contractor due to the regular progress of the Works being affected by compliance with
such instruction.

Instead of the valuation referred to above, the price may be agreed between the Contract
Administrator and the Contractor prior to the Contractor carrying out any such instruction.

Provisional sums
3.7 The Contract Administrator shall issue instructions as to the expenditure of any provisional
sums and such instructions shall be valued or the price agreed in accordance with clause 3.6
hereof.

4.0 Payment

Progress payments and retention

4.1 The Contract Administrator shall if requested by the Contractor, at intervals of not less than
four weeks calculated from the date for commencement, certify progress payments to the
Contractor in respect of the value of the works properly executed, including any amounts
either ascertained or agreed under clause 3.6 and 3.7 hereof, and the value of any materials
and goods which have been reasonably and properly brought upon the site for the purpose of
the Works and which are adequately stored and protected against the weather and other
casualties, less a retention of 5% and less any previous payments made by the Employer,
and the Employer shall pay to the Contractor the amount so certified within 30 days of the
date of issue of the certificate.

Penultimate certificate
4.2 The Contract Administrator shall within 14 days after the date of practical completion
certified under clause 2.3 hereof certified payment to the Contractor of 97½% of the total
amount to be paid to the Contractor under this Contract so far as that amount is ascertainable
at the date of practical completion, including any amounts either ascertained or agreed under
clauses 3.6 and 3.7 hereof, less the amount of any progress payments previously made by the
Employer, and the Employer shall pay to the Contractor the amount so certified within 30
days of the date of issue of that certificate.

Final certificate
4.3 The Contractor shall supply within SIX CALENDAR MONTHS from the date of practical
completion all documentation required for the computation of the amount to be finally
certified by the Contract Administrator and the Contract Administrator shall within 28 days of
the expiry of defects liability period and rectification of defects, provided that the Contract
Administrator has issued the certificate under clause 2.4 hereof, issue a final certificate
certifying the amount remaining due to the Contractor or due to the Employer as the case may
be and such sums shall as from the fourteenth day after the date of issue of the final certificate
be a debt payable as the case may be by the Employer to the Contractor or by the Contractor to
the Employer.

4.4 Fixed price

No account shall be taken in any payment to the Contractor under this Contract of any change
in the cost to the Contractor of the labour, materials, plant and other resources employed in
carrying out the Works.

4.5 Advance Payment Bond

An Advance Payment will be made. The advance, if required, will be made against an
Irrevocable Bank Guarantee only (See Appendix 5 to the Conditions of Contract). The
Guarantee will be from a reputable Bank acceptable to the Employer. The Bank Guarantee is
to remain in force until the issuing of the Certificate of Practical Completion. The advance
will be amortised over the Contract Period pro-rata to the value of work completed.

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5.0 Statutory obligations

Statutory obligations, notices, fees and charges

5.1 The Contractor shall comply with, and give all notices required by, any statute, any statutory
instrument, rule or order or any regulation or bye-law applicable to the Works (hereinafter
called ‘the statutory requirements’) and shall pay all fees and charges in respect of the Works
legally recoverable from him. If the Contractor finds any divergence between the statutory
requirements and any instruction of the Contract Administrator he shall immediately give to
the Contract Administrator a written notice specifying the divergence. Subject to this latter
obligation the Contractor shall not be liable to the Employer under this Contract if the Works
do not comply with the statutory requirements where and to the extent that such non-
compliance of the Works results from the Contractor having carried out work in accordance
with the Contract Documents or any instruction of the Contract Administrator.

Value added tax

5.2 The sum or sums due to the Contractor under Article 2 of this Agreement shall be exclusive of
any value added tax and the Employer shall pay to the Contractor any value added tax
properly chargeable by the Federal Inland Revenue Services on the supply to the Employer of
any goods and services by the Contractor under this Contract.

Withholding tax deductions

5.3 Deductions of Withholding Tax will be made by the Employer before payment of money to
the Contractor. The Employer will furnish the Contractor with the original tax receipt from
FRIS. The deduction of Withholding Tax shall be made in accordance with the Federal
Government of Nigeria’s Fiscal Policy for the time being and as confirmed/revised in the
Annual Budget.

Prevention of corruption
5.4 The Employer shall be entitled to cancel this Contract and to recover from the Contractor the
amount of any loss resulting from such cancellation if the Contractor shall have offered or
given or agreed to give to any person any gift or consideration of any kind.

Duty of Contractor
5.5 The Contractor shall ensure that the Health and Safety Plan of the Employer/Contract
Administrator is developed by him to comply fully with the requirements of the
Employer/Contract Administrator and is supplied to the Employer/Contract Administrator
before the Contractor or any person under his control starts to carry out any work of whatever
nature; and that this Health and Safety Plan continues during the progress of the Works to
have the features required by the Employer/Contract Administrator.

6.0 Injury, damage and insurance

Injury or death of persons

6.1 The Contractor shall be liable for and shall indemnify the Employer against any expense,
liability, loss, claim or proceedings whatsoever arising under any statute or at common law in
respect of personal injury to or death of any person whomsoever out of or in the course of or
caused by the carrying out of the Works, except to the extent that the same is due to any act or
neglect of the Employer or any person for whom the Employer is responsible. Without
prejudice to his liability to indemnify the Employer the Contractor shall take out and maintain
and shall cause any sub-contractor to take out and maintain insurance which, in respect of
liability to employees or apprentices, shall comply with the Workman’s Compensation Decree
and any other statutory orders made thereunder or any amendment or re-enactment thereof
and, in respect of any other liability for personal injury or death, shall be such as is necessary
to cover the liability of the Contractor or, as the case may be, of such sub-contractor

Injury or damage to property

6.2 The Contractor shall be liable for, and shall indemnify the Employer against, any expense,
liability, loss, claim or proceedings in respect of any injury or damage whatsoever to any
property real or personal (other than injury or damage to the Works or to any unfixed
materials and goods delivered to, placed on or adjacent to the Works and intended therefore or
to any property required to be insured pursuant to clause 6.3B for the perils therein listed)
insofar as such injury or damage arises out of or in the course or by reason of the carrying out
of the Works and to the extent that the same is due to any negligence, breach of statutory

14
 duty, omission or default of the Contractor, his servants or agents, or of any person employed
or engaged by the Contractor upon or in connection with the Works or any part thereof, his
servants or agents. Without prejudice to his obligation to indemnify the Employer the
Contractor shall take out and maintain and shall cause any sub-contractor to take out and
maintain insurance in respect of the liability referred to above in respect of loss, injury or
damage to any property real or personal other than the Works or property required to be
insured pursuant to clause 6.3 which shall be for an amount not less than the sum stated below
for any one occurrence or series of occurrences arising out of one event:

Insurance cover referred to above to be not less than: =N= 5,000,000.00

Insurance of the Works by the Employer - Fire etc.

6.3 The Employer shall insure against loss or damage to any existing structures (together with any
contents owned by him or other occupants for which he is responsible) and to the Works and
all unfixed materials and goods delivered to, placed on or adjacent to the Works and intended
therefore against loss and damage by fire, lightning, explosion, storm, tempest, flood, bursting
or overflowing, of water tanks, apparatus or pipes, earthquake, aircraft and other aerial
devices or articles dropped therefrom, riot and civil commotion.

If any loss or damage as referred to in this clause occurs to the works or to any unfixed
materials and goods delivered to, placed on or adjacent to the Works and intended therefore
then the Contract Administrator shall issue instructions for the reinstatement and making good
of such loss or damage in accordance with clause 3.5 hereof and such instructions shall be
valued under clause 3.6 hereof.

Evidence of Insurance
6.4 The Contractor shall produce, and shall cause any sub-contractor to produce, such evidence as
the Employer may require that the insurances referred to in clauses 6.1 and 6.2 hereof have
been taken out and are in force at all material times. In the case of clause 6.3 the Employer
shall produce such evidence as the Contractor may require that the insurance referred to has
been taken out and is in force at all times.

7.0 Determination

Notices
7.1 Any notice or further notice to which clauses 7.2.1, 7.2.2, 7.3.1 and 7.3.2 refer shall be in
writing and given by actual delivery.

Determination by Employer
7.2 .1 If the Contractor without reasonable cause makes default by failing to proceed
diligently with the Works or adhere strictly to the policies herein or by wholly or
substantially suspending the carrying out of the works before practical completion
the Contract Administrator may give notice to the Contractor which specifies the
default and requires it to be ended. If the default is not ended within 7 days of
receipt of the notice the Employer may by further notice to the Contractor determine
the employment of the Contractor under this Contract. Such determination shall take
effect on the date of receipt of the further notice. A notice of determination under
clause 7.2.1 shall not be given vexatiously.

.2 If the Contractor

makes a composition or arrangement with his creditors, or becomes

bankrupt or.

being a company,

makes a proposal for a voluntary arrangement for a composition of debts. or

scheme of arrangement to be approved in accordance with the Companies
and Allied Matters Decree 1990 as the case may be or any amendment or
re-enactment thereof, or

has a provisional liquidator appointed or

15
 has a winding-up order made, or

passes a resolution for voluntary winding-up (except for the purposes of

amalgamation or reconstruction), or

under the Companies & Allied Matters Decree 1990 or any amendment or
re-enactment thereof has an administrator or an administrative receiver
appointed.

The Employer may by notice to the Contractor determine the employment of the
Contractor under this Contract. Such determination shall take effect on the date of
receipt of such notice.

.3 Upon determination of the employment of the Contractor under clause 7.2.1 or

clause 7.2.2 the Contractor shall immediately cease to occupy the site of the Works
and the Employer shall not be bound to make any further payment to the Contractor
that maybe due under this Contract until after completion of the Works and the
making good of any defects therein. The Employer may recover from the Contractor
the additional cost to him of completing the Works, any expenses properly incurred
by the Employer as a result of, and any direct loss and/or damage caused to the
Employer by, the determination.

4. The provisions of clauses 7.2.1 to 7.2.3 are without prejudice to any other rights and
remedies which the Employer may possess.

Determination by Contractor
7.3 1. If the Employer makes default in any one or more of the following respects.

1. he does not discharge in accordance with this Contract the amount properly
due to the Contractor in respect of any certificate or pay any VAT due on
that amount.

2. he, or any person for whom he is responsible, interferes with or obstructs

the issue of any certificate due under this Contract or interferes with or
obstructs the carrying out of the Works or fails to make the premises
available for the Contractor in accordance with clause 2.1 hereof;

3. he suspends the carrying out of the whole or substantially the whole of the
Works for a continuous period of one month or more,

the Contractor may give notice to the Employer which specifies the default and
requires it to be ended. If the default is not ended within 7 days of receipt of the
notice the Contractor may by further notice to the Employer determine the
employment of the Contractor under this Contract. Such determination shall take
effect on the date of receipt of the further notice. A notice of determination under
clause 7.3.1 shall not be given vexatiously.

2. If the Employer

makes a composition or arrangement with his creditors, or becomes

bankrupt, or

being a company,

makes a proposal for a voluntary arrangement for a composition of debts or

scheme of arrangement to be approved in accordance with the Companies &
Allied Matters Decree 1990 as the case may be or any amendment or re-
enactment thereof, or

has a provisional liquidator appointed, or

has a winding-up order made, or

passes a resolution for voluntary winding-up (except for the purposes of

amalgamation or reconstruction), or

16
 under the Companies & Allied Maters Decree 1990 or any amendment or
re-enactment thereof has an administrator or an administrative receiver
appointed.

The Contractor may by notice to the Employer determine the employment of the
Contractor under this Contract. Such determination shall take effect on the date or
receipt of such notice

3. Upon determination of the employment of the Contractor under clause 7.3.1 or

clause 7.3.2 the Contractor shall prepare an account setting out

- the total value of work properly executed and of materials and goods
properly brought on the site for the purpose of the Works, such value to be
ascertained in accordance with this Contract as if the employment of the
Contractor had not been determined together with any amounts due to the
Contractor under the Conditions not included in such total value; and

- the cost to the Contractor of removing or having removed from the site all
temporary buildings, plant, tools and equipment; and
After taking into account amounts previously paid or otherwise discharged to the
Contractor under this Contract, the Employer shall, if satisfied with the computation
and details of the account, pay to the Contractor the full amount stated in the account
within 28 days of its submission by the Contractor, otherwise the same shall be
referred to arbitration in accordance with the terms of this agreement.

4. The provisions of clauses 7.3.1 to 7.3.3 are without prejudice to any other rights and
remedies, which the Contractor may possess.

8.0 Settlement of disputes - Arbitration

8.1 When the Employer or the Contractor requires a dispute or difference as referred to in Article
4 to be referred to arbitration then either the Employer or the Contractor shall give written
notice to the other to such effect and such dispute or difference shall be referred to the
arbitration and final decision of a person to be agreed between the parties as the Arbitrator.
Where the parties are unable to mutually agree on an Arbitrator, either of the parties should be
at liberty to apply to the President of the Nigerian Institute of Architect to appoint for them a
Chartered and Professional Architect with vast experience in the construction industry to
arbitrate on the dispute.

8.2 The Arbitrator shall, without prejudice to the generality of his powers, have power to rectify
the Agreement so that it accurately reflects the true agreement made by the Employer and the
Contractor, to direct such measurements and /or valuations as may in his opinion be desirable
in order to determine the rights of the parties and to ascertain and award any sum which ought
to have been the subject of or included in any certificate and to open up, review and revise
any certificate, opinion, decision, requirement or notice and to determine all matters in dispute
which shall be submitted to him in the same manner as if no such certificate, opinion,
decision, requirement or notice had been given.

8.3 The award of such Arbitrator shall be final and binding on the parties.

8.4 If before making his final award the Arbitrator dies or otherwise ceases to act as the
Arbitrator, the Employer and the Contractor shall forthwith appoint a further Arbitrator, or,
upon failure so to appoint within 14 days of any such death or cessation, then either the
Employer or the contractor may request the President of the Nigerian Institute of Architects to
appoint from them another Arbitrator having the same qualification and experience as in
Clause 8.1 above.

17
Note: The appointment of Arbitrator shall be :-

Each party involve in the difference or dispute shall appoint an arbitrator within 30 days of
the demand by one party for arbitration. In the event that the parties are unable to agree on a
mutual arbitrator, either party shall be at liberty to request the President of the Nigerian
Institute of Architects to appoint an Arbitrator for them. The person to be appointed as the
Arbitrator shall be a Chartered Architect with vast knowledge and experience in the building
and construction industry.

- When an arbitrator refuses or neglects to act or is incapable of acting or dies a new arbitrator
shall be appointed in his place and the above provisions of appointing arbitrator shall, mutatis
mutandis, govern the appointment of any such new arbitrator.

- Save aforesaid the Arbitration Laws of the Federal Republic of Nigeria shall
apply.

- The venue of the arbitration shall be Lagos, Nigeria.

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 BILL No. 1 – APPENDICES TO
CONDITIONS OF CONTRACT

APPENDIX 1 - SCHEDULE OF DRAWINGS 20

“ 2 - REPRESENTATIVE OF THE PARTIES 21 - 23

“ 3 - SAFETY 24 - 26

“ 4 - QUALITY ASSURANCE 27 - 29

“ 5 - IRREVOCABLE BANK GUARANTEE 30 - 34

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 APPENDIX 1 TO THE CONDITIONS OF CONTRACT

SCHEDULE OF DRAWINGS ETC.

APPENDIX 1 TO CONDITIONS OF CONTRACT

LIST OF DRAWINGS USED

IN THE PREPARATION OF THE BILLS OF QUANTITIES

DRAWING No. DESCRIPTION SCALE

ARCHITECTURAL - AS PER HAY BARRY CONSULTING LIMTED’S

DRAWINGS – TENDERERS ARE ADVICED TO
VISIT HAY BARRY CONSULTING LIMITED’S
OFFICE FOR DETAILS OF THE TENDER DRAWINGS

STRUCTURAL - AS PER HAY BARRY LIMITED’S

DRAWINGS – TENDERERS ARE ADVICED TO VISIT
HAY BARRY LIMITED’S OFFICE FOR DETAILS OF THE
TENDER DRAWINGS

SERVICES - AS PER BJ ASSOCIATES’

DRAWINGS – TENDERERS ARE ADVICED TO VISIT
HAY BARRY LIMITED’S OFFICE FOR DETAILS OF
THE TENDER DRAWINGS

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APPENDIX 2 TO THE CONDITIONS OF CONTRACT

REPRESENTATIVES OF THE PARTIES

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 APPENDIX 2 TO CONDITIONS OF CONTRACT

REPRESENTATIVES OF THE PARTIES

Listed hereunder are the Authorised Representatives of ABDOS NIGERIA LIMITED and the Contractor.
Changes in key personnel listed are to be notified in writing to ABDOS NIGERIA LIMITED or vice versa:-

1. ABDOS’ AUTHORISED REPRESENTATIVE shall be:-

Name:
Reference Indicator:
Position:

Address:

Telephone:

2. ABDOS’ AUTHORISED REPRESENTATIVE’s NOMINATED DEPUTY(IES) shall be:-

Name:

Reference Indicator:
Position:

Address:

Telephone:

3. CONTRACTOR’S NOMINATED CONTRACTS MANAGER shall be:-

Name:
Reference Indicator:
Position:

Address:

Telephone:

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3. CONTRACTOR’S AUTHORISED REPRESENTATIVE shall be:-

Name:

Position:

Address:

Telephone:

4. CONTRACTOR’s AUTHORISED REPRESENTATIVE’s nominated deputy(ies) shall be:-

a) Name:

Position:

Address:

Telephone:

5. REPRESENTATIVES OF CONTRACTOR/SUB-CONTRACTORS

For the purposes of this Contract the key personnel for Client and Contractor are
................................................................. and ...............................................................................
Other personnel for the Contractor and Sub-Contractors are shown in additional documentation.

6. CORRESPONDENCE

All correspondence and communication under the Contract shall be addressed and directed between
the Contractor’s Authorised Representative and ABDOS’ Authorised Representative.

Signatures on correspondence where the correspondence concerns matters relating to Finance,

Contract, etc. should be that of the MD or duly authorised representative (where they are different
people). The signature of the authorised representative will be deemed to be the signature of the
MD and fully binding upon the respective Companies.

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APPENDIX 3 TO THE CONDITIONS OF CONTRACT

SAFETY

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 APPENDIX 3 TO CONDITIONS OF CONTRACT

SAFETY

The Contractor should supply a copy of his Safety Policy where it concerns work to be carried out on a building site

and in off site workshops, etc.

The Contractor should state below the name of his Safety Officer responsible for seeing that the Contractor’s

Safety Policy is operating on and off site at all times.

The Contractor should be prepared to adopt the Client’s HSE Policy.

Name of Safety Officer

(This will be a FULL TIME requirement)

Basic C.V. of Safety Officer:-

The Contractor will be required to maintain a safety system. A Safety Policy/Plan is to be returned with the tender.

The Contractor should address all relevant sections of the attached safety requirements

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HEALTH, SAFETY, ENVIRONMENT & SECURITY

Safety – Construction
Contractors, subcontractors, supplier etc.

The contractor will maintain a Safety system (details below). A safety Policy/Manual & Plan is to be submitted by the
contractor with the tender return.

Contract Standards

1. - National and Local laws as applicable.

2. - Construction (Design and Management) Regulations 1994 (CDM) or Employer approved

3 - Equivalent Policy / Manual (this must meet the specific contractual requirements set out below).

As amplified: supported or supplemented by the following British publication:

4. - ‘Construction Safety’ published by the Construction Industry Publications Ltd.

5. - Construction Health & Safety plan.

6. - Recognised good practice.

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APPENDIX 4 TO THE CONDITIONS OF CONTRACT

QUALITY ASSURANCE

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 APPENDIX 4 TO CONDITIONS OF CONTRACT

QUALITY ASSURANCE

The Contractor should supply a copy of his Quality Assurance Policy where this concerns work to be carried out on

a building site and in off site workshops, etc.

The Contractor should state below the name of his Quality Assurance Officer responsible for seeing that the Contractor’s

Quality Assurance Policy is operating on and off site at all times.

The Contractor will adopt BS EN ISO 9000 (1994) - or Employer approved equivalent- and should be prepared to

adopt any additional items should the Client propose such..

Name of Quality Assurance Officer Mr…………………………………………………….

Or
Another capable engineer

Basic C.V. of Quality Assurance Officer:-

The Contractor will be required to maintain a Quality Assurance system. A Quality Assurance Policy/Plan is to be returned

with the tender.

The Contractor should address all relevant sections of the attached Quality Assurance requirements

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QUALITY ASSURANCE

Quality Assurance - Construction

Contractors, subcontractors, suppliers etc.

Explanation
Quality Assurance systems can be applied to all aspects of design and construction : technical, time & cost. However QA
is probably broadly understood by the construction industry as mainly applying to technical, functional, performance &
specification aspects. A QA system’s primary function is to eliminate technical failure, to ensure fitness for purpose,
when this has been achieved then to raise the standard of the product and process. Definition :…… a systematic way of
ensuring that organised activities happen in the way they are planned. It is a management discipline concerned with
anticipating problems and creating the attributes and controls, which prevent problems arising. CIRIA (1985) Report no
109.

The contractor will maintain a Quality Assurance system (details below). A Quality Assurance policy/manual & plan is
to be submitted by the contractor with the tender return.

Contract standards

1 - BS EN ISO 9000 1994 OR Employer approved equivalent Policy/Manual (this must meet the specific
contractual requirements set out below).

2. - Specific contractual requirements (as set out below).

As amplified, supported or supplemented by the following British standards:

3. - BS 8000, Part 1-15 :workmanship on building sites.

4. - Building Regulations 1992, part 7: Materials and workmanship.

5. - Recognised good practice.

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APPENDIX 5 TO THE CONDITIONS OF CONTRACT

SAMPLE OF IRREVOCABLE BANK GUARANTEE

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 APPENDIX 5 TO CONDITIONS OF CONTRACT

SAMPLE OF IRREVOCABLE BANK GUARANTEE

See Clauses 4.5 of the Conditions of Contract, for reference to the requirements.

An Irrevocable Bank Guarantee covering 10% of the Contract value should be obtained, if the client requires, in the

format provided, from a reputable Bank acceptable to the Employer.

This equally applies to the provision of an Irrevocable Bank Guarantee for the Advance Payment.

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BANK GUARANTEE

THIS BOND is made this …………….…..…… day of ……………………………… 2022, BETWEEN

………….whose registered office is at ………………….. (hereinafter called ‘the Contractor’) which expression shall
include its successors in title and assigns) of the one part and ………… whose registered office is at ………………
(hereinafter called ‘the Surety’) which expression shall where the context so admits include its successors and assigns) of
the second part, and ABDOS (hereinafter called ‘the Employer’) a company incorporated under the laws of the Federal
Republic of Nigeria and having its registered office at 7th Floor, 721, DLF Tower-A, DDA Distribution Centre,
Jasola, New Delhi-110044, India, which expression shall where the context so admits include its successors in title and
assigns) of the third part.

A. WHEREAS :

1) By an agreement with reference number …… . Dated the ….. day of …….. in the sum of
………………. ……………….. ……… for the Existing Tube Factory Proposed Factory Expansion
at Oregun, Ikeja, Lagos, Lagos State, Nigeria made between the Contractor and the Employer
(hereinafter called ‘the Contract’) the Contractor contracted with the Employer to execute and perform
the Works therein mentioned in the manner and by the time therein specified and subject to such terms,
provisions and stipulations as in the Contract are particularly set forth.

2) This Bond is supplemental to the Contract and is intended that it shall be construed as one with the
Contract.

B. BOND :

The Surety and the Contractor irrevocably and unconditionally bind themselves jointly and severally to
the Employer in the manner hereinafter
appearing :

C. 1) The Surety shall pay to the Employer upon the Employer’s first demand received in writing at the
Surety’s office within the period of validity of this Bond, accompanied by a written confirmation that
the Contractor has failed to perform or fulfil any of its obligations under the Contract, as determined by
the Employer in its absolute judgement and notwithstanding any objection by the Contractor, all losses,
costs, expenses and damages sustained by the Employer up to the amount of
=N=…………..…………………. being 10% of the Contract Sum.

2) Any question or dispute as to whether the Works or obligations performed by the Contractor or any
part thereof is defective or faulty or as to the amount of any such losses, damages, costs, expenses
thereby sustained shall be determined by the Employer in its absolute judgement and its decision
thereon shall be final and binding.

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3) This Bond shall have full force and effect at all times notwithstanding that the Contract has been
assigned or determined and/or that there has been a change in the name or the constitution of the
Surety or the Contractor, or the Employer. The Surety hereby waives all need for notices that would
otherwise be required.

4) No alteration of the terms of the Contract or in the extent or the nature of the Works to be performed
there under or any further agreement or arrangement between the Contractor and the Employer and no
extension of time by the Employer for the performance of the Contract or anything therein mentioned
or contained on the part of the Contractor to be performed or fulfilled or any other forgiveness or
forbearance on the part of the Employer shall in any way release the Surety from the surety’s liabilities
under this Bond, and the surety hereby waives notice of any such alteration, agreement, arrangement,
extensions, or forbearance.

5) The extension of time by the Employer or the neglect or forbearance by the Employer in enforcing the
Surety’s obligations, liabilities and/or responsibilities under this Bond or any of the Contractor’s
obligations, liabilities and/or responsibilities under the Contract or any other indulgence shall not in
any way prejudice the right of the Employer under this Bond.

6) This Bond shall be irrevocable for the duration of the Contract or any extension thereof.

7) This Bond shall be discharged if the Contractor shall perform and fulfil all the terms and conditions on
its part to be performed and observed, contained or mentioned in the Contract to the satisfaction of the
Employer in its absolute judgement. The Employer shall then return the Bond to the Surety.

8) This Bond shall be governed by and construed in accordance to the laws of the Federal Republic of
Nigeria.

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IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above
written.

SIGNED, SEALED AND DELIVERED

by the said CONTRACTOR : stamp to be impressed

here

…………………………………………. …………………………

In the presence of

Name ………………………..

Address ……………………..

Description ………………….

SIGNED, SEALED AND DELIVERED

by the said SURETY : stamp to be impressed

here

…………………………………………. …………………………

In the presence of

Name ………………………..

Address ……………………..

Description ………………….

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