¥ I PETROCHEMICAL COMPLEX. SOUTH OF VIETNAM PACKAGE G CENTRAL UTILITY PLANT. ENGINEERING CO, LTO. SUBCONTRACT NO. : VLSU-PS01-PVC-004 PART Ill GENERAL TERMS AND CONDITIONS OF SUBCONTRACTHY LIM DR PetRocHEmicaL COMPLEX IN SOUTH OF VIETNAM = PACKAGE G CENTRAL UTILITY PLANT 1. 44 12 18 14 18 2 24 22 23 3. 34 32 4 an a2 43 44 45 54 52 83 54 a 62 6a 64 ENGINEERING CO. LTD, TABLE OF CONTENTS DEFINTIONS Defitons Documents Mutually Explanatory Interpretive Provisions Third Party Rights Severance EXTENT OF SUBCONTRACT Extent of Subcontract Project Execution Procedures Setting Out CONTRACTOR & SUBCONTRACTOR REPRESENTATIVES The Contractor Representatives, “The Subcontractor Representative [ASSIGNMENT AND SUB-LETTING ‘Assignment ‘Assignment by Subcontractor with Consent Subteting Approval of Suppliers Acquired Rights Ties MAIN CONTRACT ‘pplication of Main Contract Subcontractors Assumption ‘The Proty between Subcontract and Main Contract Prolonged / Extended Main Contract GENERAL OBLIGATIONS ‘Subcontractors General Obligations and Responsibities Capability and Independence of Subcontractor Securing of Licenses Inspection of SiteAHY. I ENGINEERING CO. LTO. 65. es o7 6a 69 610 ent 612 613 614 618 618 oar 618 o19 620 21 oz 620 7 72 73 14 78 78 a 78 79 710 PETROCHEMICAL COMPLEX IN SOUTH OF VIETNAM = PACKAGE G CENTRAL UTILITY PLANT Existing Utity Services Above & Below Ground or Artificial Obstructions Works to be Satisfaction of Contractor and Employer Programme / Schedule Subcontractor's Superintendence Protection of Site Care of the Works. Indemnification and Tota Liability ‘Application to Guarantee Period ‘Subcontractors Insurance Obligations Remedy on Subcontractors Failure to Insure Payment of Taxes, Dues, Fees or Impost Compliance with Statutes, Regulations Fossils Tile to and Use of Materials Found Employer's Existing Property Patent Indemnity and Royalty Interference Keep Site Clean Reports SUBCONTRACTOR'S PERSONNEL AT SITE Engagement of Personnel & Labor Transfer of Personnel Passports, Permits and the ike Site Regulations Festivals and Religious Customs Epidemics Disorderly Conduct Industrial Relations Prohibited and ilegal Drugs ‘Acs and Ammunition otA YU J PETROCHEMICAL COMPLEX IN SOUTH OF VIETNAM ENGINEERING COL LTE. = PACKAGE G CENTRAL UTILITY PLANT 7H Labor Laws 712 Reoors of Subcontractors Personnel & Construction Eauipment 8, SUBCOTNRACT PRICE AND TERMS OF PAYMENT 81 Subcontract Price 82 Daywork 82. NoCieims 84 Temsof Payment 5. Non Payment by the Employer 9. BOND (BANK GUARANTEES) 91 Advance Payment Bond 92 Performance Bond 40. INSPECTION & TESTING 101 Qual of Materials, Workmanship and Tests 102 Cost of Tests 103 Inspection and Testing 104 Access to the Wotk or Site 105 Examination of Work Before Covering UP 108 Removal of improper Work and Materials 11, PROGRESS 184 Rate of Progress 112 Mitigation 119 Delay of Drawings or Documents 114 Distupion or Delay of Progress 115 Extension of Time 42, OWNERSHIP AND TITLE 124 Tite tothe Works 122. Title to Construction Equipment 129 Ownership of Drawings & Documents 124 Liens and Claims 425 Liens and Claims Release weA YL | PETROCHEMICAL COMPLEX IN SOUTH OF VIETNAM ENGINEERING CB. 44D. - PACKAGE G CENTRAL UTILITY PLANT 13, CONSTRUCTION EQUIPMENT, TEMPORARY WORK AND MATERIALS. 13:1 Construction Equipment; Exclusive Use forthe Works 182. Impoting of Construction Equipment & Materials 192 Customs Clearance 124 RepaiReplacement and Provision of Construction Equipment 128 Removal of Construction Equipment 414, TIME FOR COMPLETION 144 Time for Completion 142. Uquidated Damages for Delay 45. WORK COMPLETION AND FINAL ACCEPTANCE 161 Work Completion 152 Final Acceptance 16. COMMISSIONING 17, GUARANTEE OF THE WORKS 174 Guarantee 172 Guarantee Periods 172 Subcontractor’ Failure to Full Guarantee Obligations 48. VARIATION IN THE WORKS 181 Right to Vary 482, Variation Order 19, SUSPENSION OF WORK 20. REMEDIES AND POWERS 201 Urgent Repairs 202 Remedies 21. TERMINAION BY CONTRACTOR FOR DEFAULT 21.1 Termination for Subcontractor’ Defeut 212 Continuing Obtgation of Subcontractor 213 Valuation at Dae of Termination 214 Payment after Terminstion 22. TERMINATION FOR CONVENIENCEA HYLI J PETROCHEMICAL COMPLEX IN SOUTH OF VIETNAM ENGINEERING CO. LTD - PACKAGE G CENTRAL UTILITY PLANT 221 Rightto Terminate for Convenience 222 Payment after Termination 223 The Right of Subcontractor upon Termination for Contracir’s Convenience 224 Other Settlement after Termination 23, FORCE MAJEURE 231. Defiton 232 Effect 233 Milgation 284 Related Extonsion of Te 225 Note Waiver 236 Prolonged Force Majeure 27° Link withthe Malin Contract, 24, CO-OPERATING & INTERFAGING WITH OTHERS 25, TIME LIMITATION FOR SUBCONTRACTOR CLAIMS 26, LANGUAGE AND GOVERNING LAW 27, SETTLEMENT OF DISPUTES 28, COMPANY ACCESS TO AND USE OF THE WORKS 281 Access tothe Works 282 Employer Presence in Subcontractors Offces or Manufacturer Estabishents 283 Employer Contractor Use of Installed Equipment before Work Completion 29. AS-BUILT DRAWINGS, DOCUMENTS & RECORDS 30, RETENTION OF DOCUMENTS 31, CONFIDENTIALITY 32, MISCELLANEOUS 324 Surplus Materials 322 Contractor's, Employers and Subcontractor’ Interests 223 Accounting an Auditing sea Waiver 325 Contraclor Materials & Equipment Issued to Subcontractor 26 Preservation of Equipment & Export Packing weHYUNDAI PetRocHemicat COMPLEX IN SOUTH OF VIETNAM ENGINEERING CO. LTO. = PACKAGE G CENTRAL UTILITY PLANT 327 Ground Water & Air Poliston 328 Bribes 329° Communications + ei HYUMEBAL Petrocemcat COMPLEX IN SOUTH OF VIETNAM ENGINEERING CO. LTO. - PACKAGE G CENTRAL UTILITY PLANT 11, DEFINITIONS, 41. Definitions (1) “Afttiater means when used with respect to any person, another person that (2) controls that person; or (6s controlled by that person; or (6) is under common control with that person 2) “Applicable Laws” means all laws, ordinances, rules, regulations, by-laws, decrees, orders and the like, whether of ‘governmental or other authority or agency having jurisdiction over the Parties, Work, Equipment Package(s), Shop and Sites and which are of may become applicable. (3) “Approval” or “Approved” means approval in wring by Contractor orland Company authorized signatories. (4) “Variation Order” means any approved change to the Works that is instructed by Contractor to Subcontractor in \wrlng and identified accordingly pursuant fo GTC. (6) “Certificate of Work Completion” means the certificate issued by the Contractorin accordance with Article 15.1 (6) “Certificate of Final Acceptance” means the certicate issued by the Contractor in accordance with Aticle 15.2. (7) “Country” means the country within which the Site is located and where the permanent Works are to be executed, (©) “Effective Date” means either the date indicated inthe Letter of Award or alternatively ifno date, then the date of the Subcontract Agreement or as may otherwise be advised by Contractor. (9) “Facilities” oF “Installation” means the facilities to be constructed atthe Site by the Contractor fr the Company of ‘Which the Subcontract Works forms part (10) “GTC” means the general terms and conditions ofthis Subcontract. (11) “Governing Law” means any laws specified in the Subcontract Agreement, which shall govern and interpret this ‘Subcontract (12) “Guarantee Period” means the period commencing on the date of Certificate of Work Completion and expiring on the date of Certfcate of Final Acceptance. (13) “Latent Defect” means defects which a reasonable examination by the Contractor and/or the Employer prior to issuance of the Certificate of Final Acceptance would not have disclosed and has any one or more of the following features: {a) it prevents or will prevent the operation or has or will have & material adverse ffct on the operation or performance ‘of the Works oF the affected part of the Works; or {b)ithas or wil resuit in ale forthe Works or the lected part ofthe Works wtichis less than the design life required for the Works or the relevant part thereof inthe Contractor's and/or the Employers requirementsA HY LINDA Petrochemical comPLex IN SOUTH OF VIETNAM (14) (18) (18) any (18) (19) (20) ny (2 @y (24) (25) (28) en (28) (29) (20) on ENGINEERING CO, LTO. - PACKAGE G CENTRAL UTILITY PLANT “Latent Defect Period’ means the petiod set forth in Article 17.2. "Main Contract” means the Contract agreed between the Company and the Contractor forthe Project specified in the preamble ofthe Subcontract Agreement Main Works” means the works as defined by the Main Contract forthe Project “Materials & Equipment” means things of all kinds supplied by Subcontractor and intended to form part ofthe Permanent Works, milestone" means any agreed intermediate key achievement date shown on the Schedule for the Works that reflect the Project priorities. ty or Parties” means the Contractor or/and Subcontractor as the case may be as the Parties to the Subcontract ‘Agreement “PTC” means the particular terms and conditions ofthis Subcontract as set out in Part I “Performance Bond” means the bank guarantee obtained by Subcontractor from a frst class bank, at ‘Subcontractors cost as performance security for proper performance of alle Subcontract Works as set out in Article 9.2. “Permanent Works” means the permanent works to be designed and executed under the Main Contract. “Project” means the project specified inthe preamble of the Subcontract Agreement. “Provisional Subcontract Price”, “Subcontract Price” and “Final Subcontract Prié in Subcontract Agreement and GTC. means the sums named “Schedule” means the agreed Schedule for executing the Works, as included within te Subcontract Documents, "gite” means the areas on, under, in or through which the Subconizact Werks designed by the Contractor are to be ‘executed, and any other land and place provided by Employer or the Contactor, for working space or any other purpose as may be specifically designated in the Subcontract as forming pat of the Site “Subcontract” means this Subcontract Agreement entered into between the Contractor and the Subcontractor, together with the Subcontract Documents referred to therein; they shall constitute the subcontract forthe Project and the term "Subcontract" shall n all such documents be construed accordingly. “Subcontract Documents” means the documents listed in Article 2 “Subcontract Works” or the “Works” means both the Permanent Works and Temporary Works, “Subcontractor” means the company named under this Subcontract who is contracted to undertake and complete the Suboontract Works and includes its sub-contractors, sub-suppliers and sub-vendors, “Subcontractor's Equipment” or “Construction Equipment” means all Subcontractor’ facilities, vehicles, machinery, tools, apparatus, appliances or things of every kind required ino for construction and completion ofthe wil AHYUNDAI Petrochemical comPLex in SOUTH OF VIETNAM ENGINEERING CO. LTO. - PACKAGE G CENTRAL UTILITY PLANT ‘Works and which are to be provided by the Subcontractor, but does not incude in this meaning Materials & Equipment or other things intended to fomn part ofthe Permanent Works. (32) “Temporary Works" means all temporary works, faites or materials of every Kind required fr the execution anc ‘completion ofthe Subcontract Works and the remedying of any defects (33) “Time for Completion” means the time from Effective Date unt the time for completing the Works pursuant to ‘Article 14, or a8 may be extended, including the successful passing of ll esis on completion, as futher described in ‘this Agreement (34) “Work Completion” and “Final Acceptance” of the Works shall have the general mesnings as assigned to them in this Subcontract and as more specifically detailed in the Scope of Work. 4.2 Documents Mutually Explanatory ‘Subject to the document priority set out in the Subcontract Agreement, the documents forming the Subcontract are to be taken as mutually explanatory of one another, but in the event that Suboontractor éscovers any errors, omissions, ‘ambiguities, inconsistencies or discrepancies in the Subcontract, the Subcontractor shall immediately inform the Contractor in writing 80 that the same may be clarified by the Contractor. The Contractor's interpretation andor Clarification shall be final. Any Subcontract Work affected by such discoveries, which is performed by the Subcontractor ‘ubeequent to discovery but prior to carifcation by the Contractor, shail be atthe Suboontractor’s risk and expense. 4.3. Interpretive Provisions (2) The misplacement, addition or omission of a word or character shall not change the intent of any part ofthe ‘Subcontract from that set forth by the Subcontract as a whole. (6) Words importing the singular only also include the plural and vioe versa where the context requires. {c) The headings in these concitions are inserted solely for convenience and shallnot be deemed to be pat of or be taken inte consideration in the interpretation or construction of the Subcontract (@) Reference ‘day," week,” "month" means @ calendar day, week, month under the Gregorian calendar. {@) References to “Annex,” “Exhibits,” and "Schedules" are to Annex, Sections, Extibits and Schedules ofthis Subcontract, unless otherwise specifically provided. (The words “including. includes,” and “include are deemed to be followed by the words "without imitation” (9) “Require” “request” “submit” ‘answer,"*notify," “instruct "state" inform, ‘agree, “order,” ‘tice is deemed to be ‘completed by the expression “in writing {h) References to an agreement, deed, instrument, license, code or other document (including this Agreement), oro a provision contained in any ofthese, must be construed as a reference to itas it may have been amended, varied, ‘supplemented, modified, suspended or novated then at the time, (The words “written or in writing” means handamrtlen, type-writen, printed or electronically made, and resulting in a permanent recor.HYUNDAI PEtRocHemicat comPLEX IN SOUTH OF VIETNAM ENGINEERING CO. LTD = PACKAGE 6 CENTRAL UTILITY PLANT (@ No approval or comment by or on behalf of Contractor pursuant to this Agreement or otherwise in connection with any part ofthe Work carried out prior to or after the date ofthis Agreement shall discharge, release or diminish any ‘obligation andlor liability of Subcontractor under this Agreement, {k) Save to the extent any provision of the Subcontract Agreement provides otherwise, the language which governs the interpretation ofthis Subcontract isthe English language and all notices tobe given by any Party and all other ‘communications and documentation which are in any way relevant to this Agreement or the performance or termination ofthis Subcontract, including any dispute resolution proceedings, shall bein the English language, {)) The Parties have had the opportunity of obtaining legal advice and, accordingly, no provision contained herein is to be construed contra proferentem, 1.4 Third Party Rights No one other than a party to this Subcontract shall have any right fo enforce any ofthese terme, 18 Severance {f any provision of this Subcontract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it vad, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any mocifcation to or deletion ofa provision or par-provision under tis clause shall rot atfect the validity and enforceability of the rest ofthis Subcontract, If fone Party gives natice to the other of the possibly that) any provision of this Subcontract is invalid, ilegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that iti legal, valid and enforceable, ‘and, to the greatest extent possible, actieves the intended commercial result ofthe original provision, 2. EXTENT OF SUBCONTRACT 24 Extent of Subcontract Unless it is otherwise expressly provided in this Subcontract, the extent of te Subcontract comprises of, but is not necessarily limited to, the supply of Manpower and Construction Equipment resources including maintenance of the works, provisions and a stock of spare parts and consumables, procurement of necessary Materials & Equipment, performing the Temporary Works, conducting Subcontractors own engineering for its drawings for its Scope of Work ‘obligations, following Contractor's instructions, checking the operabilty of the Works (as applicable), Quality ‘Assurance/Quality Control (QA/QC), Inspection and Testing resources, making good any deficiencies during the ‘construction period, Commissioning for the successful completion of the Facilites and its operation as well as the provision of whatever is necessary, whether ofa temporary or permanent nature to permitthe suocessful completion and maintenance of the Work 80 far asthe necessity for providing the same is speciRed in or is reasonably inferred from the Subcontract Documents. ‘The Subcontract Works are those set out and described in Scope of Subcontract Work, technical specification and drawing, ‘Anything shown in the specification and not shown on the drawings, or shown on the drawings and not mentioned in the ‘specification shall be of lke effect as if show or mentioned in both. Any and all matters not specifically set forth in the drawings and specification andior any inconsistencies between the drawings and specifications shall be brought to theHYLIM DA] PetRocHemicat comPLex IN SOUTH OF VIETNAM ENGINEERING CO. LTD. PACKAGE G CENTRAL UTILITY PLANT limmediate attention of Contractor who shall make a determination in writing. Any adjustment by the Subcontractor without ‘such a determination shall be at his own risk and expense The Subcontractor shall also be responsible to provide accurate As-bult drawingsfand other documents and data associated with the Works as constructed in both hard and electronic formats in the numbers of copies advised by Contractor, as well as Operation & Maintenance (O&M) manvals for Equipment provided by sub-suppliers or sub-vendors or otherwise parts and component instruction and reference manuals and the ike, 3s applicable, in sufficient detail to permit others to operate, adjust, maintain, dismantle and repair such Equipment. “The Subcontractor may also be required to provide a number of spare parts and components for Equipment provided by itor its sub-suppier vendors for incorporation in the permanent Works. ‘The Works shall nat be considered substantialy complete until duris Subcontractor has provided all the requisite accompanying Drawings, Documents, Manuals, instructions, electronic fles and the likes as well as any spare parts / ‘components thatthe Subcontract obligates and that Contractor oriand Employer may reasonably require. 2.2 Project Execution Procedures ‘The Subcontractor shall be responsible for the adequacy, stability and safety of al Site operations and all methods of construction associated with the Subcontract Works and shall ensure constant control of the Subcontract Works for the purpose of achieving the safe and timely completion and satisfactory operation ofthe Works on Schedule. Control ofthe Works shall be achieved with, amongst other things, the assistance of upto-date project management tools and techniques together with observance of approved Procedures applicable to the Works, \Within fiteen (15) days ofthe Effective Date, the Subcontractor shall submit to Contractor its detailed Project Execution Procedures for the Works. Such Procedures shall be inline with guidelines given in the Subcontract Documents and ‘additonaly those guidelines issued by Employer to Contractor deemed applicable to Subcontractor forts observance. Al the Subcontractor’s Procedures shall be subject to Contractors review and approval, including those Procedures revised ‘oF updated as required. Any of the approved Procedures may be revised a8 required for the Works and additional procedures may be developed and introduced as the Works orfand the Project necessitates, Contractor's approval of Subcontractor’s Procedures and any revisions thereof or addtions thereto shall not relieve the ‘Subcontractor of is responsibilties under the Subcontract, neither shalt cost adctonal expense from Contractor. 23 Setting Out ‘Subcontractor shallbe responsible forthe true and proper setting out of the Wort inrelaton tothe reference points ines and levels specified in the plans, drawings and Specifications, and for the accuracy ofthe positions. Levets, dimensions and alignment of all paris of the Work and for the provision of all necessary instruments, appliances and labor in ‘connection therewith “The checking of any setting out or lines and levels by Contractor shall not relieve Subcontractor ois responsibilty fr the accuracy thereof Subcontractor shall protect and preserve benchmarks, sight rails and pegs used in setting out as required forts Works and additionally shall not move or interfere with reference or tiangulation paints, boundary marks or ‘monuments used by Employer and others.HY LTDA PETRocHemicat comPLex IN SOUTH OF VIETNAM ENGINEERING CO, LTD. ~ PACKAGE G CENTRAL UTILITY PLANT 3. CONTRACT Ni NTATIVES, 3.41 The Contractor Representative ‘The person(s) named in PTC or such substitutes as the Contractor may from tine to time and upon notice to the ‘Supcontractor appoint, shal act as the Representative ofthe Contractor and shall possess ful authority to act on behalf of Contractor. ‘The duties of the Contractor's Representative include the watching and supenision of the Subcontract Works and the testing and examination of any Materials & Equipment involved or workmanship employed in connection with the Subcontract Work, and the issuing of drawings, instructions, directions, consents and approvals, Certficates. and determinations and other communications under the Subcontract. The Contractor Representative shall have no authority to relieve the Subcontractor of any of his duties or obligations under the Subcontractor, except as expressly provided hereunder, to order any works causing delay or extra payment by the Contracter, nor to make any variation of, or, in the ‘Subcontract Works ‘Any wiitten instructions, directions, consents or approvals given by the Contractor's Representative to the Subcontractor shallbe contractually binding on the Subcontractor, provided always that any failure ofthe Contractor's Representative to disapprove any Work, Materials & Equipment shall not prejudice the power of the Contractor's Representative subsequently fo disapprove such Work, Materials & Equipment and to order their making good, removal or/and replacement 3.2 The Subcontractor Representative “The person(s) named in PTC or such substitutes) as the Subcontractor may ftom ime to time and upon notice to the Contractor appoint during periods of absence for vacation or business related to the Subcontract, shall act as the ‘Subcontractors Representatives). The Subcontractor shall obtain the approval of Contractor in respect of any ‘substitutes proposed by Subcontractor. “The Subcontractor's Representative shall be dedicated to the Subcontract Warks, shall be constantly on the Site and shall be responsible for the Subcontractors superintendence of the entire Subcontract Works. The whole time of Subcontractors Representative shall be given to directing Subcontractors performance cf the Subcontract. ‘The Subcontractors Representative shall receive on behalf of the Subcontractor, notices and instructions from the Contractor and shall plan, direct, control and monitor the fulfling of every obligation for proper execution of the ‘Subcontract Works and produce, on Contractor's request, reports in respect of any matters relating tothe execution of the ‘Subcontract works. “The Subcontractor Representative (and any approved substitute) shall bea professional Engineer and shall be fluent in ‘spoken and written English, The Contractor may request submission of CV's from subcontractors representative and ste personnel to ensure proper execution of subcontract works. The Contractor hereby reserves its right to remove and expel any subcontractor representative and or sie personnel who are incompetent and not qualified to handle the suboontract works. 4, ASSIGNMENT AND SUB-CONTRACTING ynHYUTIDA I PEtRocHemical ComPLex IN SOUTH OF VIETNAM MD EncINceRING CO. LTO. = PACKAGE G CENTRAL UTILITY PLANT 44 Assignment “The Subcontractor shall not assign the whole or any part of his rights and obligations under the Subcontractor any benefit or interest therein, without the prior writen consent of the Contractor. The Coniractor may assign any oral of his rights ‘and obligations under the Subcontract to the Employer or the Contractor's nominee. 42. Assignment by Subcontractor with Consent {shall be a pre-congition of consent by the Contractor to any Subcontractor assignment that a copy ofthe agreement between the Subcontractor and his intended assignee in respect of the proposed assignment shall be submitted in ‘advance to the Contractor. Such agreement shall include a provision to the effec that any party to whom the rights and ‘obligations under the Subcontract are assigned shall be bound by all the provisions of the Subcontract. 43 Sub-letting “The Subcontactor shal not sub-contract the whole or any part ofthe Worts, Unless thervse provided by the Subcontract, the Subcontractor shal nt sub-contract any part of the Subcontract Works without the prior wren consent ) —orthe Contactor, which consent shall not be unreasonably withheld, and such consent i ven shall not relieve the ‘Suoconracos fom any abit oroblgation under the Subcontract an the Subcontractor shal be responsible forthe ac, defaults and neglects of any his subcontractor, his sub-contractor’ agents, servants or werkren as fly as if they were the el, defaults or neglects ofthe Suncontractr, the Subcontractor’ agents, servants or workmen ‘Any sub-contract entered ino by Subcontractor shall not create any contractual relationship between Contractor and such sub-contractor. Notwithstanding anything to the contrary contained in this Article, the Contractor may, after giving the Subcontractor ten(10) business days written notice of its intention to do so, pay directy to a sub-contractor or vendor of the Subcontractor any amount owed to such sub-contractor or vendor by the Subcanractorn connection with the Werks. Any ‘amount paid by the Contractor to such sub-contractor or vendor under this Article willbe a debt due and payable from the ‘Subcontractor to the Contractor and the Contractor shall be ented to set off the directly paid sum to such sub-contractor lor vendor from any possible amount to the Subcontractor with a written notfieaton related to such setof. 44 Approval of Suppliers ‘Subcontractor’ sub-suppliers of any Materials & Equipment which willbe specially designated by the Contractor, must be approved in advance by the Contractor, whether or not the name of such sub-supplier appears in suppliers lst included inthe Subcontract. 48 Acquired Rights/Titles “The Subcontractor shall ensure that any rights and tiles together withthe obligations connected therewith relating tothe ‘Subcontract Works which the Subcontractor may directly or indirectly aoquire vis-vis his sub-contractor, ifs required by the Contractor, be assigned to the Contractor or the Contractor's nominee in the event of termination of sub-contract by the Subcontractor or termination of the Subcontract as described in Ailes 21 and 22 hereof In the context of this sub-clause, Subcontractors sub-contractors shall include any person or company, sub-supplier or sub-vendor having a contract with the Subcontractor in respect of any aspect ofthe Subcontract Works,be HYUNDAI Petrochemical comPLex In SOUTH OF VIETNAM ENGINEERING CO, LTD. - PACKAGE G CENTRAL UTILITY PLANT 8, MAIN CONTRACT 5A Application of Main Contract, ‘Alte provisions of Main Contract shall be applied tothe Subcontractor and observed by Subcontractor tothe extont and insofar as applicable thereto and necessary forthe Subcontract Works and whenever possible this Subcontract shall be ‘construed consistently with the requirements of the Main Contract. n this case those Main Contract documents shell be read and interpreted for the purpose of the Subcontract insofar as applicable thereto, from the perspective of where *COMPANY" OWNER’ or EMPLOYER" is stated it shall be taken to mean Contractor and where “CONTRACTOR’ is sated it shall be taken to mean Subcontractor, a8 applicable 5.2. Subcontractor’s Assumption “The Subcontractor shall, in elation to the Subcontract Works, perform and assume al the obligations and labile ofthe Contractor under the Main Contract, The Subcontractor shall execute and complete the Subcontract Works and remedy ‘any defects in such time and in such a manner that no act or omission of him stall constitute, cause or contribute to any breach by the Contractor or any of his obligations under the Main Contract. Subject to Article 142 (Liquidated Damages {or Delay) hereo, ithe Subcontractor commits any breach of the Subcontract, he shall Indemnity and hold the Contractor harmless against and from all damages for which the Contractor becomes lable under the Main Contract as a result of such breach, 15.3. The Priority between Subcontract and Main Contract ‘All the documents forming this Subcontract are to be taken as mutually explanatory of one another, but in case of ambiguities or éiserepancies among them, the priority shall be given in order as follows i) Subcontract Documents ') Conctions of Contract of Main Contract i Tocrnical Specctions and Drawings ofthe Main Contract 54 Prolonged /Extended Main Contract 5.44 Inthe eventthat Main Contracts prolonges or extended and as a result thereof the Subcontract Works concemed are adversely affected due to any reason not atibutable tothe Subcontractor such as delay of any material, equipment lr design and engineering works to be supplied or approved by the Employer and/or the Contractor, the ‘Subcontractor shall give an immediate notice of such delay to the Contractor and do his best efors and use every possible means to mitigate the effect of the delay upon the performance ofthe Subcontract Work, including but not limited to reassigning his manpower and relocating relevant equipment or materials tothe proper works required 5.42 In case of the delay mentioned in Article 6.41 hereof, the Subcontractor shall be enliled to compensation forthe reasonable time and costs to the extent of time impacted and costs diecly incured in relation hereto, subject to ‘ticle 5.4.1 and Article 25 (Time Limitation for Subcontractor Claims) heresf. Uniess otherwise specified in PTC, the ‘Subcontracto’s entitlement hereof shal be limited to compensation solely for idle cost ofthe direct labor /equipment plus onsite overhead costs during the prolonged! extended period, provided alvays that the “idle cost” and aggregate sum of compensation hereunder shall be calculated inthis Article as below (a) By applying 60% of daily direct labor cost on the basis of eight (8) werking hours per day during the extended period, (b) Applying ole cost of rentioperation of equipment which has been already mobiized but have actualy been in stand-by status due to such prolongation or extension atthe Site; and qu| i HY LIMA Petroctemica compLex IN SOUTH OF VIETNAM ENGINEERING CO. LTO - PACKAGE G CENTRAL UTILITY PLANT (©) Applying on-site overhead costs of 15% of the aggregated sum of each (a) and (b) cost aforesaid (inthis Artie, overhead costs shall include any cost for transportation, accommodation, catering ,eo. of the Subcontractors personnel on site and any cost for necessary permit, visa and/or insurance and the lke forthe Subcontractors personnel on site), {In computation of the amount mentioned above, the Subcontractor shall provide the Contractor with @ statement proving, tothe satisfaction ofthe Contractor, the number of labors that has been actually mobilized atthe site, based upon the dally report specified in Article 6.23 hereof and a copy of rentlease contract forthe equipment mobiized but ied at the Site or any documents proving, tothe satisfaction ofthe Contractor, the actual operation rate or fee for such equipment. 5.43 Notwithstanding anything contained herein to the contrary, the cost to be compensated to the Subcontractor bythe Contractor in accordance with this Article shall not exceed any time and cost for compensation granted to the Contractor by the Employer due fo the same reason for prolongation or extension(other than any reason solely attributable to the Contractor in accordance with the Main Contract; provided, however, should such prolongation or ) extension had occurred due to any reason solely attributable to the Contractor, the Contractor shall appropriately ‘compensate the Subcontractor fr the time impacted and the cost incurred due thereto subject to mutual agreernent and based upon the calculation method set out inthe Article 5.4.1 hereot. )) © GENERAL oauseaTions 641. Subcontractor's General Obligations and Responsibilities “The Works as completed by Subcontractor shall be wholly in accordance withthe Subcontract and fit forthe purposes for which they are intended, as defined by the Subcontract or as may be reasonably inferred from the Subcontract. The ‘Works shall include any work which is necessary to satisfy Contractor/Employer requirements, Subcontractors Proposal, the Schedule, or is implied by the Subcontract, or arises ftom any obligations of the Subcontractor and all Works not mentioned in the Subcontract but which may be inferred to be necessary or otherwise indispensably and contingently ‘necessary for completion and the safe reliable operation of the Works. “The Subcontractor shall assume full responsiblity for the adequacy, stability and safety ofall Site operations, ofall ‘methods of construction and ofall the Works, irespectie of any approval or consent by Contractor. “The Subcontractor shall at his own expense supply and provide all the Subcontractor’s equipment, Temporary Works, materials forthe Subcontract Works, labor (including the supervision thereof), transport to or from the Site and in and about the Subcontract Works and other things of every kind required for the construction and completion of the Subcontract Works. “The Subcontractor, at is sole cost and expense, Is responsible for the permiting supply installation and dismanting of ‘construction power, including, but not limited to, distribution transformers and distribution network on the Site, necessary {for construction power if required under the Subcontract 6.2 Capability and Independence of Subcontractor “The Subcontractor warrants that he is fully experienced and properly qualified t perform the Subcontract Works, and that he is propery licensed, equipped, registered and organized as necessary underthe aus ofthe Country located in the Site and has adequate financial stability o be able to perform al the Subcontract Works. The Subcontractor shall act @s an independent Subcontractor and not as the agent ofthe Contractor or the Employer in performing the Subcontract and sot& HY LIMBA Petrochemical COMPLEX IN SOUTH OF VIETNAM ENGINEERING CO. LTO. - PACKAGE G CENTRAL UTILITY PLANT ‘maintaining complete control over his employees and al of his sub-contractors. Nothing contained in this Subcontract or ‘any sub-contract awarded by the Subcontractor shall create any contractual relationship between any such sub-contractor and the Contractor or Employer 6.3. Securing of Licenses ‘The Subcontractor shall, unless otherwise provided by the Subcontract, secure at his own expense all icenses and permits as necessary in order to comply with all laws, decrees, ordinances, requirements and regulations of property constituted public authorities in the relevant countries which are necessary forthe proper execution ofthe Subcontractin the County. The Suboontractor shall indemnity the Contractor andlor the Employer and save the Contractor andor the Employer harmless agains all isles, which may arise out of any failure ofthe Subcontractor to secure any licenses ‘and permit or to comply wit said laws, decrees, ordinances, requirements and regulations. 6.4 Inspection of Site ‘The Subcontractor shall be deed tohave inspected and examined the Ste adits suroundings (including subsurface candtors) and to have sased himself in respect ofall pertinent condions which may in any manner bear upon ) performance of the Subcontract Work before submitting his proposal as to the properties and characteristics thereof to the fevient and nature of the Subconrect Works and resources necessary for he timely suocossul execution of the Subcontract Works, the means of communication with and acces tothe St, the accommodation the Subcontractor righ rue and in genealto have obtained for ise al necessary nformaton as toi, conangencie at al other Greumstances iluencing or tlectng Nis proposal, The Subcontractor represents that he has fuly informed himeetf concerning for al of the factors and all ther risks, conditions or oer ckcumstances has been included In tis Sucanract or could nave been nctesd by the Subcontractor, such as, but noted nthe nature anc locaton of he Work to be perormed, the character, qualy ofthe materials which may be encountered or which may be availble, the charetrof equipment and facites needed preliminary to and during execute ofthe Work, labor condo, rap. condton, al local and governmental regulations in force, the general and loca conditons which can in any way fet the lon to be performed ‘The Subcontractor shall be deemed to have checked and verified any information in connection with the Site and ts surroundings, which may have been provided by the Contractor for preparation ofthe Subcontractors proposal. Therefore, ‘Subcontractor is not entitled to claim for any costs or extensions of tine based in whole or in part between the actual {actors and requitements described above from those which may have been anticipated by the Subcontractor. 65 Existing Utility Services Above & Below Ground or Artificial Obstructions “The drawings included in the Subcontract Documents may not exactly match with the existing services or underground facilites. Subcontractor shall check the latest drawings and records made available and perform a survey of the Site Inclusing any exploratory excavation if necessary for determining the actual underground conditions. Subcontractor may ) uliize the latest techniques such as metal detectors etc. to verify locatins of underground services or other. ‘Subcontractor shall supportiprotect all existing services during the Works from damage and in the event it locates any unmarked underground services/faciities/obstuctions shall plot their location and advise Contractor. Subcontractor ‘accepts that any disruptions or delays arising from its obligations to address and to protect existing services both bovelbelow ground or miscellaneous unmarked obstructions or other are included inthe Works and Subcontract Price, 6.6 Works to the Satisfaction of Contractor and Employer ‘The Subcontractor shall properly execute and guarantee the Subcontract Works in strict accordance withthe Subcontract to the satisfaction of the Contractor and the Employer. The Subcontractor stall comply with and adhere strielly to the ( wit