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Project n° - Unit
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CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. PURPOSE DEFINITIONS GENERAL REPRESENTATIONS OF SUBCONTRACTOR SUBCONTRACT DOCUMENTS ISSUE OF DOCUMENTS REGULATIONS INSURANCE AND INDEMNITIES SITE CONDITIONS SUBCONTRACTOR’S SUPPLY ASSIGNMENT AND SUBCONTRACTING SITE ORGANISATION TIME SCHEDULE AND PROGRESS PROGRESS MEASUREMENT AND PAYMENT VARIATIONS SUBCONTRACT FOLLOW UP AUDIT/ACCOUNTS AND CLOSE-OUT WORK CONFORMITY CHECKS TITLE AND TRANSFER COMPLETION OF THE WORK OBLIGATIONS AND WARRANTIES FINAL ACCEPTANCE OF THE WORK PAYMENT INCREASE OR DECREASE IN THE AMOUNT OF MAIN WORK FORCE MAJEURE SUSPENSION OF THE WORK SUBSTITUTION OF DEFAULTING SUBCONTRACTOR TERMINATION GOVERNING LAW - SETTLEMENT OF DISPUTES NO RECOURSE SUBCONTRACT LANGUAGE - NOTICES NO WAIVER INDEPENDENT SUBCONTRACTOR CONFLICT OF INTEREST
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Project n° - Unit
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PURPOSE The General Terms and Conditions of Subcontract define the rights and obligations of the PARTIES under the SUBCONTRACT. Exceptions to these General Terms and Conditions may be agreed provided they are expressly stated in the Particular Terms and Conditions of Subcontract. Such exceptions shall apply exclusively to this SUBCONTRACT and SUBCONTRACTOR shall not take advantage or benefit of them for other subcontracts.
DEFINITIONS All terms used in capital letters in the SUBCONTRACT are defined in the Subcontract Form of Agreement or hereafter. Further words and/or expressions may be defined in this SUBCONTRACT and shall then be written in capital letters. Headings and titles in these conditions are inserted for convenience of reference only and shall not be taken into consideration for the interpretation or execution of the SUBCONTRACT. Words in the singular in these conditions shall be understood in the plural, and vice versa when required for the interpretation of the SUBCONTRACT.
2.1 2.2 2.3 2.4
APPROVED or APPROVAL means approved or approval in writing, and includes subsequent confirmation in writing of any oral provisional approval. CLIENT means the natural person (s) or legal entity/entities or group (s) of companies for which the PLANT is constructed. CONTRACT means the contract awarded by the CLIENT to CONTRACTOR for the design, procurement and construction of the PLANT. CONSTRUCTION AIDS means all tools, vehicles, construction equipment, consumables, field office equipment, temporary facilities and labour which are required for the performance of the WORK but which are not intended to become a permanent part of the PLANT. CONTRACTOR means the natural person (s) or legal entity/entities or group (s) of companies entrusted by the CLIENT under a separate contract with the design, procurement and construction of the PLANT. CONTRACTOR’s EQUIPMENT and MATERIAL means the whole of part of any apparatus, supplies, equipment, machinery and materials of any other kind (including spare parts) made available by CONTRACTOR for use by the SUBCONTRACTOR in the execution of the WORK and intended to become a permanent part of the PLANT. DAY is a Gregorian calendar day. DOCUMENTATION means all documentation required for the complete performance of the WORK or the construction of the PLANT including without limitation CONTRACTOR supplied documents, "as-built" drawings and related up-dated specifications, descriptive and operating manuals, maintenance manuals, health, safety and environmental instructions, certificates of inspection, necessary information to identify spare parts and any other document supplied to or to be supplied by SUBCONTRACTOR under the SUBCONTRACT. EFFECTIVE DATE means the date mentioned in the Subcontract Form of Agreement. EQUIPMENT means the whole or part of the equipment intended to become part of the PLANT (including spare parts).
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ANG . SITE means the site(s) reserved for the layout and construction of the PLANT and temporary works and facilities including accommodation and medical facilities required for the performance of the WORK.20 2.12 2.13 2. SITE MANAGER means CONTRACTOR's representative who directs all the operations of SUBCONTRACTOR and other subcontractors involved in the construction and start-up of the PLANT. SUBCONTRACT SCHEDULE means the schedule of activities submitted by SUBCONTRACTOR described in Article 12 as APPROVED by CONTRACTOR and in accordance with the milestone dates set out in the Time Schedule Exhibit. Type Work code Serial n° Rev. tools. equipment. supplies. WARRANTY PERIOD means the period specified in Article 19. and CONSTRUCTION AIDS which are required for the completion of the WORK. labour.14 2. with the exception only of such things which have been specifically stated in the SUBCONTRACT to be not included in the WORK as being supplied and / or performed by others. VARIATION means any change to the MAIN WORK ordered in writing by CONTRACTOR pursuant to Article 14.16 2. services and supply to be performed and supplied by SUBCONTRACTOR to satisfy its obligations under the SUBCONTRACT.21 2. 2.17 SUBCONTRACT PRICE means the sum payable to SUBCONTRACTOR by CONTRACTOR as per the provisions of the SUBCONTRACT for execution of the WORK. 2. The WORK is the addition of the MAIN WORK and VARIATIONS.19 2. supplies.3.15 The MAIN WORK means the works. SUBCONTRACTOR’s EQUIPMENT and MATERIAL means the whole or part of any apparatus. or to be inferred from the SUBCONTRACT. material.23 2.Project n° . equipment.22 2. SITE MANAGER may delegate either temporarily or permanently some of his powers to other CONTRACTOR's representatives. supervision. It is understood that SUBCONTRACTOR’s EQUIPMENT and MATERIAL are all EQUIPMENT and MATERIAL required for the construction of the PLANT except for CONTRACTOR’s EQUIPMENT and MATERIAL.Unit Doc. MATERIAL means things of all kinds other than EQUIPMENT intended to become part of the PLANT. machinery and materials of any other kind (including spare parts) supplied by SUBCONTRACTOR as part of the WORK which are to become a permanent part of the PLANT. The WORK means all the works and services to be performed by. SUBCONTRACTOR means the natural person (s) or legal entity/entities or group (s) of companies entrusted by the CONTRACTOR to perform the WORK. SUPPLY means all the EQUIPMENT. GTC .18 2.11 2. Page 0000 GTC _ S01 1 4 / 39 2. SITE MANAGER and his appointees form the SITE MANAGEMENT. services necessary or associated thereto and generally all things. transportation. together with all SUPPLY and other things to be provided by SUBCONTRACTOR under the SUBCONTRACT including all plant. MATERIALS.24 WORKSITE means the SITE and without limitation any facilities where part of the WORK is executed within or outside the country where the SITE is located. PLANT means all the permanent installations to be constructed for the CLIENT and will include the WORK. which SUBCONTRACTOR is required to execute as specified in. whether of a permanent or temporary nature.
SUBCONTRACTOR shall not be entitled to request for a VARIATION in this respect. maintaining or relocating of pipes and cables of all types. locations allocated to him for its SITE facilities. codes and standards.Unit Doc. water. ♦ SUBCONTRACTOR shall likewise execute the WORK according to the Health. etc. ♦ SUBCONTRACTOR shall be responsible for reviewing information howsoever given or obtained. GTC . approach to storage. their technical difficulty and the level of labour and technical resources required for their execution and the means of access to the SITE. except as otherwise provided for under Article 14. transport and access. Page 0000 GTC _ S01 1 5 / 39 3. climatic conditions. ♦ SUBCONTRACTOR represents that it has a thorough experience and knowledge of the nature of the industrial facilities and of the SITE conditions and all other conditions.Project n° . GENERAL REPRESENTATIONS OF SUBCONTRACTOR In addition to SUBCONTRACTOR's obligations and undertakings under the SUBCONTRACT: ♦ SUBCONTRACTOR represents it is highly competent and will be fully responsible for the performance of the WORK. and accepts all consequences of any restraints to the WORK caused by other subcontractors. related to the project and to its execution that SUBCONTRACTOR acknowledge to be fully aware of. as to the general circumstances prevailing in the country where the SITE is located and at the SITE itself. Safety and Environmental requirements in Exhibit. Type Work code Serial n° Rev. fabrication and sandblasting areas. ♦ SUBCONTRACTOR represents it has satisfied itself prior to the signature of the SUBCONTRACT and is fully aware of the conditions and circumstances affecting the SUBCONTRACT PRICE and the SUBCONTRACT time schedule. the labour market and transportation facilities prevailing in the country where the SITE is located. environment. ♦ SUBCONTRACTOR is fully aware of all the SITE conditions and recognises that other subcontractors will be working simultaneously with it on the SITE. and shall not be entitled to any VARIATION except as otherwise expressly provided under the SUBCONTRACT. SUBCONTRACTOR shall also execute its design (if any) in such a way as to minimise quantities and construction costs while ensuring compliance with specifications. the accommodation it may require. in particular those emanating from the SITE rules and regulations issued by the CLIENT. and particularly has fully considered that the said information only reflects the situation as known at the date of award of SUBCONTRACT and that SUBCONTRACTOR has to take into account that the said situation will necessarily change during the life of the project. ♦ SUBCONTRACTOR shall accept any constraints due to the normal use of public or private systems existing on SITE including the presence. ♦ SUBCONTRACTOR shall be deemed to have examined the SITE and to be fully informed regarding all conditions such as but not limited to. SUBCONTRACTOR accepts to be audited in this respect at any time and any place during the execution of the SUBCONTRACT and to implement at its own expense any corrective action required. contingencies and other circumstances which may influence or affect the execution of the WORK. power and sewer connections. as to the possibility of executing the WORK as shown and described in the SUBCONTRACT. SUBCONTRACTOR shall use all its technical and commercial skills to minimise costs that are to be incurred over and above the SUBCONTRACT PRICE. the nature of the soil and subsoil. and as to the seasonal and meteorological conditions and the climate prevailing in the country where the SITE is located and upon the SITE and in general acknowledge having itself obtained all necessary information as to risks.ANG . It undertakes to act with all the initiative and promptitude required for the proper performance of the WORK. ♦ SUBCONTRACTOR has taken all necessary measures to ascertain that the information in its possession allows it to perfectly define the SUBCONTRACT PRICE. ♦ SUBCONTRACTOR represents that it understands and accepts the principles of Mitigation of Costs. the nature and state of assembly upon arrival on the SITE of EQUIPMENT and the MATERIALS necessary for the completion of the WORK. SUBCONTRACTOR shall thus take all necessary steps to avoid causing any unnecessary / undue restraint to other subcontractors.
as they are issued from time to time. SUBCONTRACTOR shall not avail itself of errors.1 5. ♦ Refusal by SUBCONTRACTOR to execute the MAIN WORK or part thereof and VARIATIONS according to the provisions of Article 14 shall be considered as SUBCONTRACTOR default and shall be subject to the provisions of Articles 25 and 26. SUBCONTRACT drawings and documents are transmitted to SUBCONTRACTOR by means of the SUBCONTRACT. Issue of drawings and documents during WORK performance Unless otherwise specified.Unit Doc. for any reason. they shall be immediately reported in writing to CONTRACTOR and shall be explained and adjusted by CONTRACTOR who shall thereupon issue to SUBCONTRACTOR instructions as to the interpretation of the SUBCONTRACT and the performance of the WORK. indicated as being in SUBCONTRACTOR's scope are also at SUBCONTRACTOR's cost and are included in the SUBCONTRACT PRICE. ♦ All representations by SUBCONTRACTOR shall be deemed to be continuing. 4. SUBCONTRACTOR acknowledges to have satisfied himself as to the completeness and consistency of the SUBCONTRACT documents. Type Work code Serial n° Rev. the SUBCONTRACT may contain drawings of two different natures: ♦ Typical drawings illustrating the level of information generally available on CONTRACTOR drawings. The SUBCONTRACT documents and their order of precedence are listed in the Subcontract Form of Agreement. CONTRACTOR and SUBCONTRACTOR shall replace as soon as possible the invalid clause with a proper and valid one. However. 5. ♦ Items not included in the WORK are exclusively those listed in the SUBCONTRACT as being supplied by CONTRACTOR and/or the CLIENT. such instruction shall also be final and conclusive but SUBCONTRACTOR may have recourse to arbitration in accordance with the relevant provisions of the SUBCONTRACT. with no limitation whatsoever. all duties.2. the receipt of which shall be acknowledged by SUBCONTRACTOR. ♦ SUBCONTRACT specific drawings generally incomplete due to progress of engineering. data.Project n° . These transmittal notes constitute an instruction to proceed with the relevant IFC WORK on the dates indicated on the SUBCONTRACT SCHEDULE. In case of SUBCONTRACTOR's protest or express reservations regarding CONTRACTOR’s instruction within twenty one (21) DAYS after receipt thereof.2 Subject to the provisions of Article 5. omissions or inaccuracies in the contractual documents. ISSUE OF DOCUMENTS Due to the non-completion of the engineering phase at the EFFECTIVE DATE.ANG . SUBCONTRACT DOCUMENTS The fact that SUBCONTRACTOR accepts the SUBCONTRACT constitutes a waiver of its own conditions of sale. all Issued for Construction (IFC) documents will be transmitted. invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the SUBCONTRACT. or other information issued by the CLIENT and/or CONTRACTOR. If. 5. SUPPLY. to the SUBCONTRACTOR's representative on SITE by the SITE MANAGEMENT using transmittal notes. GTC . In case of ambiguities or discrepancies. nor of adverse material conditions or obstacles of whatever nature and shall not be entitled to request a VARIATION in this respect. such prohibition. which shall be updated regularly. drawings. any provision or condition of the SUBCONTRACT is prohibited or rendered invalid or unenforceable. Page 0000 GTC _ S01 1 6 / 39 ♦ Except as otherwise specified in the SUBCONTRACT. SUBCONTRACTOR's failure to protest or to express reservations on CONTRACTOR’s instruction within twenty one (21) DAYS after receipt thereof shall constitute a waiver by SUBCONTRACTOR of all further rights to protest and CONTRACTOR’s instruction shall then be deemed final and conclusive. the SUBCONTRACT PRICE shall be deemed to be based on the more severe conditions.
documents and drawings for the satisfactory WORK progress. SUBCONTRACTOR and CONTRACTOR shall enter into negotiations in good faith in order to reach an equitable solution in order to compensate the effects on CONTRACTOR and SUBCONTRACTOR resulting from any such change in law. consequential or indirect damages resulting from any such default.Orders . tax requirements. regulations and decrees whether international. SUBCONTRACTOR shall comply with all obligations derived from these laws. GTC . orders. consent. Type Work code Serial n° Rev. military security. SUBCONTRACTOR shall inform the SITE MANAGEMENT of any errors or inconsistencies. The SUBCONTRACT shall also be adjusted on the same basis in the event any such change of law results in a significant decrease in the cost and/or schedule for performing the WORK. SUBCONTRACTOR can evidence that said change in the applicable law with supporting documents and. Any approval.Project n° . orders. and hours of work). check or verification given or performed by CONTRACTOR and/or the CLIENT shall not prejudice or affect the liability of SUBCONTRACTOR to perform its duties under the SUBCONTRACT and the rejection of any part of the WORK shall not be deemed to constitute an APPROVAL of any other part of the WORK that has not been rejected. . regulations or decrees. SUBCONTRACTOR shall comply with rules and regulations applicable on SITE as determined by the CLIENT and/or CONTRACTOR (especially with regard to safety.Regulations . custom duties and import / export requirement. personnel transportation. It is hereby expressly agreed that any difference between the drawings and documents transmitted at the various stages of the WORK and the IFC drawings may not be invoked by the SUBCONTRACTOR to request a VARIATION. safety and environmental requirements concerning the WORK. general security. failing which SUBCONTRACTOR shall forfeit any right to request a VARIATION for any errors or inconsistencies. in force at the WORKSITE applicable to the WORK. codes. then provided that: a. 5.Unit Doc. SUBCONTRACTOR shall review these drawings and documents upon receipt. Page 0000 GTC _ S01 1 7 / 39 It is SUBCONTRACTOR's responsibility to request in a timely manner from CONTRACTOR all instructions. national. standards. requests for SITE opening. discipline. 5. throughout the duration of the SUBCONTRACT as if they were written in the SUBCONTRACT.ANG 5.5 6. b.3 Issue of IFC drawings which are not the responsibility of SUBCONTRACTOR will be transmitted to SUBCONTRACTOR not later than seven (7) DAYS prior to commencement of those portions of the relevant WORK. In the event of any change in the applicable laws in force at the SITE after the EFFECTIVE DATE which has a significant impact upon SUBCONTRACTOR cost and/or schedule for performing the WORK. 6.Codes . SUBCONTRACTOR can evidence that said change results in a significant increase in the cost and/or schedule for performing the WORK with supporting document. health and accommodation requirements.Decrees SUBCONTRACTOR acknowledges that it is fully familiar with all laws. compliance of its own equipment and facilities.1 Laws . regional or local. REGULATIONS Any violation by SUBCONTRACTOR of the laws and regulations in force at the WORKSITE shall be considered as gross negligence on the part of SUBCONTRACTOR who guarantees and indemnifies the CLIENT and/or CONTRACTOR against any and all civil and criminal proceedings and against any and all direct. accommodation. as that required for WORK executed on the SITE. general health.4 CONTRACTOR reserves the right to require SUBCONTRACTOR to produce reporting documentation of the same standard and type for WORK executed on the WORKSITE. codes. including but not limited to labour laws.
to ensure health and safety and environmental protection within the SITE but this shall in no way relieve SUBCONTRACTOR of its liability and SUBCONTRACTOR shall indemnify and save harmless the CLIENT and/or CONTRACTOR from any consequences arising out of such action of the CLIENT and/or CONTRACTOR. to assist him.1 General safety. publish alone or with others any article. Provided only that such condition is met. with the prior written authorisation of the CLIENT and/or CONTRACTOR. 6. SUBCONTRACTOR shall comply with and bear all costs related to all work stoppages due to any safety or security reason whatsoever imposed by the CLIENT and/or CONTRACTOR. communicated to it by CONTRACTOR and/or CLIENT and/or a third party during the negotiation or performance of the SUBCONTRACT. SUBCONTRACTOR shall immediately take any necessary conservatory measures and other action without prior instructions from CONTRACTOR and advise CONTRACTOR of the situation.2. at their own discretion. GTC . CONTRACTOR may issue complementary instructions to be executed by SUBCONTRACTOR without delay and at its own cost.SUBCONTRACTOR contacts SUBCONTRACTOR will not be allowed direct contact or communication with the CLIENT.CONTRACTOR . However.3 CLIENT . However the CLIENT and/or CONTRACTOR reserve the right to withhold such authorisation if the CLIENT and/or CONTRACTOR deem(s) such publication detrimental to its/their interests or to any confidentiality undertakings. For this purpose. fed and transported according to legal requirements and/or local practice. terminate the SUBCONTRACT for SUBCONTRACTOR’s default. except in cases where CONTRACTOR may give written notification to SUBCONTRACTOR that such security shall be provided by others. Any corrective action required in this respect shall be taken immediately by SUBCONTRACTOR at its own cost.2 6. SUBCONTRACTOR shall immediately advise CONTRACTOR in writing. SUBCONTRACTOR shall not make any announcement or release any information pertaining to the WORK to any member of the public. Type Work code Serial n° Rev.5 Secrecy SUBCONTRACTOR undertakes to keep confidential any commercial.2 SUBCONTRACTOR undertakes to set up an organisation enabling it to ensure the health and safety of its personnel and facilities including accommodation facilities and to minimise any adverse impact on the environment. SUBCONTRACTOR shall provide and maintain adequate security in respect of the WORK. Such authorisation will not be unreasonably withheld. and business entity for the purpose of publicity or advertising without the prior APPROVAL of CONTRACTOR. SUBCONTRACTOR is responsible for replacing or repairing any loss or damage unless it proves that this has been directly caused by the CLIENT and/or CONTRACTOR.Project n° . SUBCONTRACTOR shall limit access to said information to those employees who are under an obligation of secrecy and whose tasks require that they be aware of such information. Upon receipt of this notification.4 Publication SUBCONTRACTOR may.Unit Doc. 6. SUBCONTRACTOR shall promptly comply with any safety instructions given by CONTRACTOR. should the CLIENT make any communication to SUBCONTRACTOR. In an emergency threatening property and/or persons. CONTRACTOR reserves the right to assess and to audit that the SUBCONTRACTOR’s personnel are reasonably accommodated. photograph or illustration relating to the WORK and construction. Page 0000 GTC _ S01 1 8 / 39 6. the CLIENT and/or CONTRACTOR may accept. security and environmental SUBCONTRACTOR shall at all times take the necessary precautions to safeguard all property in relation to the SUBCONTRACT belonging to the CLIENT and/or CONTRACTOR and/or third parties as well as its own WORK and facilities and other adjacent property. press. SUBCONTRACTOR's failure to correct an unsafe condition after notice thereof shall entitle CONTRACTOR to suspend operations until the unsafe condition is corrected and. 6.ANG .2. hereinafter referred to as "the information". using their own organisation. if the violation continues. financial or technical information directly or indirectly connected with the SUBCONTRACT. 6.
In case of breach of this obligation of confidentiality. This confidentiality undertakings will not apply however to: ♦ information that SUBCONTRACTOR can prove was already in its possession on the date of receipt. trademarks. GTC . sell and use in any country the product of the PLANT. SUBCONTRACTOR agrees to replace for CONTRACTOR in any proceedings and to indemnify. prepared. or. patentable or not. incurred by CONTRACTOR in connection with any such proceedings. Should suits or claims for infringement of patents. or have used any such patent and/or other proprietary information and /or technical know-how for the purposes of the WORK and the operation and maintenance of the WORK together with the right to export.Project n° . holder or authorised user of the patents. Page 0000 GTC _ S01 1 9 / 39 CONTRACTOR reserves the right to have said personnel sign individual confidentiality agreements to that effect. and to bear all costs resulting there from including the amounts resulting from court orders issued against CONTRACTOR. at its own expense: ♦ either obtain the right for CLIENT and/or CONTRACTOR to continue using the WORK. information. ♦ in agreement with CLIENT and/or CONTRACTOR. Should the SUBCONTRACTOR's replacement in any proceedings not be possible or desired by CONTRACTOR.Unit Doc. SUBCONTRACTOR hereby grants to CONTRACTOR and/or the CLIENT an irrevocable and nonexclusive world-wide royalty-free licence to use.ANG . licenses The SUBCONTRACTOR declares that it is the due owner.6. ♦ information which was in the public domain at the time it was communicated to him. technical know-how and in particular all industrial property rights patentable or not that are produced. SUBCONTRACTOR may disclose information to third parties subject to such third parties having entered into an appropriate confidentiality undertakings. ♦ information which after being communicated to SUBCONTRACTOR becomes part of the public domain through no fault of SUBCONTRACTOR. which might be in possession of SUBCONTRACTOR prior to the EFFECTIVE DATE. licenses. patents. products and/or means to be used for the performance of the SUBCONTRACT. CONTRACTOR shall be the sole owner of all findings. 6. without limitation. processes. documents. being specified that CONTRACTOR shall nevertheless have the right to approve the means of the defence and the choice of the attorney or attorneys. or have the same modified in such a manner that the cause of the infringement disappears. as well as all expenses including reasonable attorneys fees. either have the part of the WORK replaced by a non-infringing alternative.6. SUBCONTRACTOR shall. SUBCONTRACTOR agrees to provide all legal assistance to CONTRACTOR for its defence. designs or models covering the SUBCONTRACTOR’s EQUIPMENT and MATERIAL. If required for the performance of its obligations under the SUBCONTRACT.6 6. protect and hold CONTRACTOR and/or CLIENT harmless from and against any claims received or liability incurred. trademarks. licensee. CONTRACTOR reserves the right to terminate the SUBCONTRACT for default under the conditions specified in Article 26. designs or models be instituted by any person or entity against CLIENT and/or CONTRACTOR in connection with the SUBCONTRACT. results. SUBCONTRACTOR shall obtain from its sublet subcontractors and suppliers the same undertaking. processes.2 In case of infringement of the industrial property rights mentioned above. furnished and/or developed pertaining to the WORK in relation to or as a result of the performance of the WORK. The rights and obligations contained in this Article shall survive the issuance of the Final Acceptance Certificate or earlier termination of the SUBCONTRACT. Type Work code Serial n° Rev. In respect of any intellectual property rights and for proprietary information and/or technical know-how. 6.1 Industrial property.
at CONTRACTOR's option. SUBCONTRACTOR shall allow CONTRACTOR to inspect the original or a copy. The insurers shall acknowledge receipt thereof to the SUBCONTRACTOR who shall communicate the same to the CONTRACTOR. Type Work code Serial n° Rev. The WORK under the SUBCONTRACT shall not commence before CONTRACTOR is notified of and satisfied with the proposed insurance policies taken out. including reasonable attorneys fees. these certificates shall attest that the coverage granted by the policies and the required funds are in compliance with the obligations imposed on SUBCONTRACTOR. law suits and assimilated. SUBCONTRACTOR shall defend.Unit Doc. shall take out and maintain at its cost similar insurances as specified herein. At CONTRACTOR's request and at any time. for all consequences of any kind of damage whatsoever incurred by the above mentioned parties. Any deficiencies in the coverage or policy limits of sublet subcontractor's insurances shall be the sole responsibility of SUBCONTRACTOR. Page 0000 GTC _ S01 1 10 / 39 7.Project n° .. SUBCONTRACTOR shall be responsible vis-à-vis CONTRACTOR that any of its sublet subcontractors. SUBCONTRACTOR must communicate to CONTRACTOR within fifteen (15) DAYS of the EFFECTIVE DATE copies of all insurance policies underwritten by financially sound companies or if not available.. SUBCONTRACTOR undertakes to inform its insurers of the terms and conditions of the SUBCONTRACT. In the case where SUBCONTRACTOR fails to fulfil its obligation to obtain or maintain any of the insurance policies required under the SUBCONTRACT. liability. SUBCONTRACTOR shall undertake to proceed with the exact replacement by similar policies. This requirement shall be specified in the policies. CLIENT and CONTRACTOR and their respective personnel and agents. or their scope modified. decennial insurance for building and civil works. where applicable. SUBCONTRACTOR shall not invoke any failure of its insurance coverage to escape the obligations incumbent upon it under the SUBCONTRACT. these certificates shall mention the dates of expiration of the coverage as well as the commitment that the policies will not be cancelled. SUBCONTRACTOR shall be liable vis-à-vis CONTRACTOR in case of default or lack of insurance of its own sublet subcontractors. As a rule. as a result of the performance or non performance of SUBCONTRACTOR’s obligations under the SUBCONTRACT except to the extend caused by CLIENT’s and/or CONTRACTOR’s wilful misconduct. during the period of execution of the SUBCONTRACT. Furthermore. copies of cover notes or detailed original insurance certificate(s). SUBCONTRACTOR shall not avail itself of the fact that it has communicated the above mentioned insurance documents to CONTRACTOR to evade any liability incumbent upon it as a result of the application by the insurers of an expiration or any other exception which would make the policies inoperative.) at WORKSITE. However if such suspension or termination is approved by CONTRACTOR. brought against CLIENT and/or CONTRACTOR arising from or in connection with SUBCONTRACTOR’s liabilities as stated above. The waiver of any right of recourse of SUBCONTRACTOR's insurers against CONTRACTOR and CLIENT and their respective insurers in connection with claims arising out from the performance of the SUBCONTRACT shall be expressly mentioned in the insurance certificates referred to above. CONTRACTOR will be entitled to obtain such policies or to GTC . SUBCONTRACTOR's liabilities and obligations both under the SUBCONTRACT and at law shall not in any way be limited by the terms and conditions of its own or its sublet subcontractor's insurance policies. indemnify and hold CLIENT and/or CONTRACTOR and their respective personnel and agents harmless from and against any and all claims. SUBCONTRACTOR shall at all times provide CONTRACTOR with evidence that insurance premium are regularly paid. of any insurance policies. automobile. SUBCONTRACTOR shall be liable to third parties. it being understood that SUBCONTRACTOR shall cause its insurer to give CONTRACTOR prior notification of any suspension or termination by registered letter to the CONTRACTOR's head office. CONTRACTOR shall not under any circumstances be liable for a breach or default by SUBCONTRACTOR in this respect. SUBCONTRACTOR shall cause its insurer(s) to send a written notice to CONTRACTOR at least sixty (60) DAYS in advance from such cancellation or modification. social security for workers.ANG . Furthermore. INSURANCE AND INDEMNITIES SUBCONTRACTOR undertakes to comply at all times with all and any legal insurance obligations in force (public liability. When SUBCONTRACTOR submits insurance certificates.
SUBCONTRACTOR shall furnish samples. CONTRACTOR reserves the right to reject any supplier of SUBCONTRACTOR without the SUBCONTRACTOR being entitled to reduce or be released from its obligations or to request a VARIATION in this respect. in compliance with the regulations in force applicable to the SUBCONTRACT concerning the origin of the SUPPLY components. shall be at its own expense. to pay the associated premiums and to recover such amounts from sums owed or owing to SUBCONTRACTOR as if they were SUBCONTRACTOR's debts to CONTRACTOR without prejudice to CONTRACTOR’s other remedies under the SUBCONTRACT and applicable law.2 Choice of SUBCONTRACTOR’s EQUIPMENT and MATERIAL SUBCONTRACTOR shall submit the list of its possible suppliers and indicate the origin of the SUBCONTRACTOR’s EQUIPMENT AND MATERIAL for items used in the performance of the WORK. 9. inspection and transportation. Should the CLIENT and/or CONTRACTOR choose to obtain himself overall policies for certain categories of insurance. SUBCONTRACTOR will make its best efforts to maximise the participation of national vendors (from the country where the SITE is located) and shall not object to placing orders with such national vendors if they comply with the cost. 8. quality and schedule requirements. The minimum insurance cover required for each category of risk or liability incumbent on SUBCONTRACTOR is indicated in the SUBCONTRACT. inside or outside the SITE. the risks. The location of the SITE and its boundaries are shown on the drawings. SUBCONTRACTOR is responsible for obtaining at its own cost any permits and authorisations required for the performance of the SUBCONTRACT. GTC . SUBCONTRACTOR is responsible for the authenticity of the certificates and for the accuracy of their content.Project n° .1 SUBCONTRACTOR’S SUPPLY Procurement by SUBCONTRACTOR SUBCONTRACTOR shall be responsible for all procurement activities related to its SUPPLY such as. SUBCONTRACTOR is responsible for procuring its SUPPLY (origin. CONTRACTOR shall provide the SUBCONTRACTOR with field and soil surveys limited to the relevant areas of the PLANT. which SUBCONTRACTOR deems necessary. Any additional field and soil surveys. except for the construction permits for the PLANT. including using and safeguarding adjacent properties. 9. purchasing.).ANG . Unless otherwise specified in the SUBCONTRACT. At the request of CONTRACTOR. CONTRACTOR shall make the SITE available to SUBCONTRACTOR for the period. with the limits and under the conditions set out in the SUBCONTRACT. amounts and any other terms of the insurance policies to be obtained by SUBCONTRACTOR will be specifically set out in the Particular Terms and Conditions.Unit Doc. liabilities. Type Work code Serial n° Rev. of the first quality and in conformity with the specifications of the CONTRACTOR. limits of cover. Page 0000 GTC _ S01 1 11 / 39 maintain them. expediting. conformity. SITE CONDITIONS Subject to the availability of the SITE by the CLIENT. excesses. fences and other protections. installing and/or maintaining accesses. etc. These surveys will be supplied at SUBCONTRACTOR's sole risk. SUBCONTRACTOR’s EQUIPMENT and MATERIAL shall be new. 9.
9.3. 9.3. SUBCONTRACTOR is also responsible for the care and custody of the CLIENT's and/or CONTRACTOR's EQUIPMENT and MATERIAL in its own warehouse and for its efficient protection against events such as but not limited to corrosion. Type Work code Serial n° Rev. without first obtaining the written consent of CONTRACTOR who reserves the right to reject the said assignment. sublet or in any manner transfer its interests.Project n° .1 10.Handling – Import SUBCONTRACTOR's EQUIPMENT and MATERIAL SUBCONTRACTOR shall provide transport.3. shall remain jointly and severally liable for the performance of the SUBCONTRACT vis-à-vis CONTRACTOR. weather conditions. as required for the performance of the WORK. SUBCONTRACTOR is fully responsible for sublet parts of the WORK as if performed by itself. In case of authorised assignment. Such EQUIPMENT and MATERIAL shall be made available to SUBCONTRACTOR at its written request.Warehousing . SUBCONTRACTOR shall not sell. Unless otherwise specified in other SUBCONTRACT documents. various damages.3 9. warehousing and handling of all SUBCONTRACTOR’s EQUIPMENT and MATERIAL. which are part of the SUBCONTRACTOR's scope of supply. CONTRACTOR shall have the right to assign the SUBCONTRACT in whole or in part to an affiliate or subsidiary of CONTRACTOR without the prior consent of SUBCONTRACTOR. it shall comply with all applicable customs regulations. GTC . rights or obligations or any part thereof under the SUBCONTRACT. assign. SUBCONTRACTOR shall bear all duties and expenses relating to the import of such SUBCONTRACTOR’s SUPPLY. handling. 10. SUBCONTRACTOR shall not sublet any part of it to a sublet subcontractor or supplier without first obtaining the written consent of CONTRACTOR who reserves the right to reject the proposed sublet subcontractor or supplier.1 Transport .2 CLIENT's and/or CONTRACTOR's EQUIPMENT and MATERIAL SUBCONTRACTOR shall take delivery (loading. unloading) of the CLIENT and/or CONTRACTOR’s EQUIPMENT and MATERIAL included in the scope of supply of the CLIENT and/or CONTRACTOR at the CLIENT's and/or CONTRACTOR's warehouse or material lay down area. Page 0000 GTC _ S01 1 12 / 39 9.ANG . SUBCONTRACTOR. or on truck at the SITE or on carriage on rail siding or at the nearest station or wharf.1 ASSIGNMENT AND SUBCONTRACTING Assignment and subcontracting Award of SUBCONTRACT The SUBCONTRACT is awarded solely to the SUBCONTRACTOR. and theft.Unit Doc. SUBCONTRACTOR is also responsible for the identification or the maintenance of existing identification of CLIENT and/or CONTRACTOR's EQUIPMENT and MATERIAL in order to avoid any confusion with other supplies.3 Imports If SUBCONTRACTOR imports SUBCONTRACTOR’s SUPPLY for the performance of the SUBCONTRACT.1. who is the initial recipient of the SUBCONTRACT. transport. SUBCONTRACTOR is responsible for the care and custody of such EQUIPMENT and MATERIAL from the time it takes delivery of the same until the Completion of the WORK concerned. whether by operation of law or otherwise. 10. preventive maintenance. Subcontracting shall not relieve SUBCONTRACTOR from any of its obligations and liabilities under the SUBCONTRACT and at law.
2. Type Work code Serial n° Rev. given by the SITE MANAGER. SUBCONTRACTOR shall exercise due care in the selection of its sublet subcontractors to ensure their capacity to execute the subcontracted work in a timely manner and in compliance with the requisite safety and quality standard. 11. it shall give notice to CONTRACTOR within ten (10) DAYS after receipt thereof. after discussion with SUBCONTRACTOR.2.1 Sublet subcontractors General For each sublet subcontractor. and limited by.1 11.2 Co-ordination If SUBCONTRACTOR sublets part of its SUBCONTRACT. the dispute will be settled under Article 27. SUBCONTRACTOR shall proceed with the decisions and instructions given by CONTRACTOR accordance with the SUBCONTRACT. SUBCONTRACTOR shall remain entirely responsible and its obligations and liabilities in accordance with the SUBCONTRACT remain unchanged. In particular. Any written instruction.2. the SITE MANAGER decides on the interpretation of all or part of the drawings or specifications in case of inaccuracy or differences in interpretation.3 Nominated sublet subcontractor Further to SUBCONTRACTOR’s proposal to sublet a part of the WORK.1. SUBCONTRACTOR shall furnish an official professional qualification certificate together with an organisation chart showing the names of the individuals in charge and the material resources which it anticipates using in connection with each activity. If SUBCONTRACTOR still disagrees with CONTRACTOR. 10. giving reasons. any failure or default of a sublet subcontractor shall be considered as that of SUBCONTRACTOR.1. SUBCONTRACTOR shall include in its contracts with its sublet subcontractors provisions compatible with those binding SUBCONTRACTOR under the SUBCONTRACT and especially those giving SUBCONTRACTOR the same right to terminate the contracts of the sublet subcontractors as CONTRACTOR under the SUBCONTRACT. 10. However. safety and environmental protection of the WORK and administration of the SUBCONTRACT. 10. SUBCONTRACTOR is responsible for the coordination of its sublet subcontractors as well as of its representatives. in or its to GTC . The SITE MANAGER is responsible for the supervision. The fact that the SITE MANAGER does not refuse or reject any part of the WORK shall not prejudice the right of CONTRACTOR to refuse or reject the said WORK at a later date and to order its demolition or removal under the conditions stated in the SUBCONTRACT. based on.2. as if the sublet subcontractor had been selected by SUBCONTRACTOR. the SUBCONTRACT.Unit Doc. nominate a sublet subcontractor. 11. inspection and co-ordination.2 10.Project n° .2 Information to be supplied SUBCONTRACTOR shall provide CONTRACTOR with all necessary information concerning its sublet subcontractors or suppliers and shall communicate copies of the sublet orders as soon as they are placed and in any case prior to commencing work. creates for the SUBCONTRACTOR the same obligations as if it had been issued by CONTRACTOR.1 SITE ORGANISATION Work Management CONTRACTOR's representative The WORK is monitored and supervised by CONTRACTOR as represented by its SITE MANAGER.ANG . Page 0000 GTC _ S01 1 13 / 39 10. If SUBCONTRACTOR disputes or questions any decision instruction. CONTRACTOR may. CONTRACTOR shall within a further period of twenty (20) DAYS by notice SUBCONTRACTOR confirm. reverse or modify any such decision or instruction. health. In particular.
2 11. This will not be issued unless the Mobilisation Plan has been submitted and CONTRACTOR’s comments have been incorporated.1 Time for performance Notice to proceed The opening of the SITE shall be subject to the notification by CONTRACTOR of the “opening site” form. as far as possible. SUBCONTRACTOR shall endeavour. quality control. SUBCONTRACTOR shall not be entitled to request a VARIATION related to the issue date of any of the said procedures even if it is issued after the EFFECTIVE DATE. 11. health. 11.3.3.ANG .4 11. subject to prior APPROVAL by CONTRACTOR.3. These procedures cover subjects such as but not limited to: co-ordination. quality assurance.2 Construction work procedures SUBCONTRACTOR acknowledges that it will abide by the construction work procedures. CLIENT and other subcontractors against any such problems. The person replaced shall on no account occupy another function on SITE. SITE regulations. environment. 12.1. administration. He shall provide CONTRACTOR with a power of attorney established for that purpose. the SITE MANAGER shall arbitrate any differences. The dates and rate of progress set out in the Time Schedule Exhibit and the SUBCONTRACT SCHEDULE are fundamental obligations of SUBCONTRACTOR and are also of the essence for the SUBCONTRACT.1.4 12. at no extra cost for CONTRACTOR. etc. organise the WORK and perform the duties of SUBCONTRACTOR. 11.2 Completion dates. CONTRACTOR shall have the right to require. milestones dates The Completion and milestone dates are defined as follows: ♦ for the Completion of the WORK: the date shown on the Completion of the WORK Certificate. solve immediately any problem that does occur and protect CONTRACTOR. In case of dispute between SUBCONTRATOR and other subcontractors. 12. handover.3 11.Unit Doc.3. TIME SCHEDULE AND PROGRESS Time is of the essence for the SUBCONTRACT. VARIATIONS.Project n° . by written notice. the replacement of the representative of SUBCONTRACTOR who shall nominate another representative on SITE.1 12. to grant the same assignment conditions to its personnel as those granted by the other subcontractors working on SITE.2 SUBCONTRACTOR's representative SUBCONTRACTOR shall nominate a representative on SITE for the whole duration of the WORK. Type Work code Serial n° Rev. safety. Page 0000 GTC _ S01 1 14 / 39 11.1 11.1. This representative shall be APPROVED by CONTRACTOR and shall have all powers to give the necessary orders for carrying out the CONTRACTOR's instructions. Labour relations SUBCONTRACTOR shall take all necessary measures to ensure that no disturbance or work stoppage occurs on the SITE.3 Relations with other subcontractors SUBCONTRACTOR undertakes not to entice staff and workers from other subcontractors working on SITE. GTC . SUBCONTRACTOR shall respect the work and equipment of other subcontractors and cannot request a VARIATION for hindrance to the performance of its own WORK which may be caused by the presence of other subcontractors.
The SUBCONTRACT SCHEDULE will be prepared by SUBCONTRACTOR for the WORK SITE activities. it is deemed to represent all the MAIN WORK. which will evidence how SUBCONTRACTOR will meet all the dates specified in the Time Schedule Exhibit.2.e.ANG . This bar chart shall be supported by a narrative. is two (2) weeks unless otherwise defined in the Time Schedule Exhibit. physical progress information a bar chart with a time-scale in weeks showing all activities. a plan showing the forecast dates and the approximate and significant quantities of MAIN WORK expressed in the physical quantity (m. m2. including those performed by sublet subcontractors. GTC .Project n° . the time difference between the Overall SUBCONTRACT Work Front Graph and the Overall SUBCONTRACT Progress Curve is by agreement deemed to be equal to the Agreed Production cycle plus the float included in the SUBCONTRACT SCHEDULE.2 Content. b. m2. m3. This level II schedule will include: a. kg) defined in the Time Schedule Exhibit. this schedule shall be submitted to CONTRACTOR for APPROVAL. m2. For the purpose of defining SUBCONTRACTOR’s entitlement to a VARIATION under Article 12. representing the planned physical progress of the MAIN WORK. m3. kg) defined in the Time Schedule Exhibit that shall be released to SUBCONTRACTOR in the form of a batch of Free Issue Drawings. Work available information a plan showing the forecast dates and the approximate and significant quantities of MAIN WORK expressed in the physical quantity (m. m3. m2.2.2. there is only one Agreed Production Cycle in the SUBCONTRACT. kg) defined in the Time Schedule Exhibit. a planned progress graph derived from the above showing the work available and called the planned Overall SUBCONTRACT Work Front Graph expressed in the physical quantity (m.Unit Doc. Unless otherwise specified (as may be the case for example for a multi-discipline SUBCONTRACT). the time needed to execute part of the MAIN WORK.2 12. i. The Agreed Production Cycle is defined for the most representative activity of the SUBCONTRACT. Signature of the Milestone Completion Certificate must be requested in writing by SUBCONTRACTOR at least seven (7) DAYS in advance. the weekly manpower distribution required to perform each activity as well as the weekly production progress expressed in the physical quantity (m. a Manpower Summary and a set of Production Progress Curves derived from the bar chart. As a result of the above. a plan showing the forecast dates as which the various and significant accesses to the PLANT will be available. in compliance with the requirements specified elsewhere in the SUBCONTRACT.4 d. 12. Within forty-two (42) DAYS from the EFFECTIVE DATE. a planned Overall SUBCONTRACT Progress Curve derived from the above and in strict compliance with the physical progress measurement rules set out in the Co-ordination Procedure Exhibit.2. Type Work code Serial n° Rev. The Agreed Production Cycle. 12.1 SUBCONTRACT SCHEDULE Principle SUBCONTRACTOR agrees to complete all parts of the MAIN WORK available within the time of the Agreed Production Cycle provided that this does not require SUBCONTRACTOR to progress faster than the Planned Overall SUBCONTRACT Progress Curve of the SUBCONTRACT SCHEDULE as defined in Article 12. kg) defined in the Time Schedule Exhibit that shall be released to SUBCONTRACTOR in the form of a batch of Free Issue Materials. m3. Page 0000 GTC _ S01 1 15 / 39 ♦ for Milestones: the date shown on the Milestone Completion Certificate. preparation and submission of the SUBCONTRACT SCHEDULE SUBCONTRACTOR will prepare a level II schedule.2.
The SUBCONTRACT SCHEDULE is deemed to include all risks.3. However. The SUBCONTRACT SCHEDULE is deemed to include flexibility in the sequence of the various activities shown on the bar chart. except as provided for in Article 12. the delivery of CONTRACTOR's SUPPLY and the availability of accesses which do not necessarily correspond to the optimal use of SUBCONTRACTOR's resources (e.2. the volume of the MAIN WORK has increased in excess of the proportions specified under Article 22.2. Page 0000 GTC _ S01 1 16 / 39 When CONTRACTOR's scope of deliverables interfaces with SUBCONTRACTOR's scope of WORK. SUBCONTRACTOR and CONTRACTOR will meet and freeze all documents included in the level II schedule. Should. the following procedure shall apply: SUBCONTRACTOR will produce the actual Overall SUBCONTRACT Work Front Graph as defined under Article 12. b. additional flexibility is required as a result of CONTRACTOR's request to achieve completion of the MAIN WORK or part of the MAIN WORK by dates earlier than those specified in the Time Schedule Exhibit.g. allocated to SUBCONTRACTOR under the SUBCONTRACT such as but not limited to bad.b. cold or hot weather. based on indisputable facts.ANG . below shall be recognised as a valid cause for SUBCONTRACTOR to request a VARIATION resulting from a change in the SUBCONTRACT SCHEDULE. Within the period extending from the date of submission of the level II schedule and the seventieth (70th) DAY from the EFFECTIVE DATE. which CONTRACTOR reserves the right to use.2. revision of the SUBCONTRACT SCHEDULE unless the requirements specified under Article 12. SUBCONTRACTOR will produce the possible SUBCONTRACT Production Frontier Graph which is deemed to represent the volume of the MAIN WORK that SUBCONTRACTOR could have performed freely and clear from any interference caused by CONTRACTOR.Unit Doc. then CONTRACTOR will assist SUBCONTRACTOR in the preparation of the SUBCONTRACT SCHEDULE by making available to SUBCONTRACTOR information specified under b.2. SUBCONTRACTOR shall not be entitled to request any VARIATION on account of modification. whether expressed or implied.4 VARIATION to the SUBCONTRACT SCHEDULE CONTRACTOR has the right to direct SUBCONTRACTOR to make any change in the scheduling of the WORK. holiday periods. and then the Planned Overall SUBCONTRACT Progress Curve should be revised. d. 12. to e. c. the proximity of and simultaneity of work with other subcontractors. SUBCONTRACTOR's performance is delayed as a result of CONTRACTOR 's interference. Type Work code Serial n° Rev.2. above. This flexibility is inherently required to cope with the issue of CONTRACTOR furnished IFC documents.2. the possible SUBCONTRACT Production Frontier Graph intersect with the Planned Overall SUBCONTRACT Progress Curve.4 hereafter are met. only circumstances under a. to prepare and test functional systems in a manner consistent with the precommissioning plan).3 Float included in the SUBCONTRACT SCHEDULE The SUBCONTRACT SCHEDULE is deemed to include some float.Project n° . a. 12. alteration. the necessity to perform WORK in a given area in several phases which may be discontinuous. GTC . additional flexibility is required as a result of CONTRACTOR's request to modify by more than 10% the maximum slope of the Planned Overall SUBCONTRACT Progress Curve although circumstances under a and b have not occurred. By a translation shift of the actual Overall SUBCONTRACT Work Front Graph by the Agreed Production Cycle. For the purpose of determining whether CONTRACTOR 's interference is causing delay to SUBCONTRACTOR in performing the WORK. Once APPROVED by CONTRACTOR the above document will form and become the SUBCONTRACT SCHEDULE.
or the maximum slope of the revised Planned Overall SUBCONTRACT Progress Curve is above the maximum slope of the initial Planned Overall SUBCONTRACT Progress Curve plus ten percent (10%).1.1 SUBCONTRACTOR's failure to comply with the planned Overall SUBCONTRACT Progress Curve If the actual progress is less than the planned progress as measured on the planned Overall SUBCONTRACT Progress Curve. CONTRACTOR may at its own discretion: grant SUBCONTRACTOR an extension of the SUBCONTRACT SCHEDULE and the Milestone dates. the revised level II schedule and the revised Planned Overall SUBCONTRACT Progress Curves will form and become the SUBCONTRACT SCHEDULE.Unit Doc. SUBCONTRACTOR has not taken the necessary actions to recover and meet the requirements of the planned Overall SUBCONTRACT Progress Curve. c. CONTRACTOR may either terminate the SUBCONTRACT on account of the SUBCONTRACTOR's default or substitute himself for the defaulting SUBCONTRACTOR at SUBCONTRACTOR's cost. CONTRACTOR and SUBCONTRACTOR shall meet and freeze the revised SUBCONTRACT SCHEDULE and the planned Overall SUBCONTRACT Progress Curve within fifteen (15) DAYS after such submission. In such case.ANG . GTC . When approved by CONTRACTOR. 12. d. should the completion date be extended by more than two (2) months under these circumstances. to increase temporarily the working time. However. CONTRACTOR shall award SUBCONTRACTOR financial compensation corresponding to the increase of resources required to obtain a progress rate higher than the initial maximum progress rate increased by ten percent (10%) to meet the revised Planned Overall SUBCONTRACT Progress.3 CONTRACTOR has granted an extension of the SUBCONTRACT SCHEDULE in accordance with the requirements of Article 24. Type Work code Serial n° Rev. through any causes other than those specified under Article 12. SUBCONTRACTOR shall take all required actions to increase its resources without financial compensation in order to achieve the revised Planned Overall SUBCONTRACT Progress Curve. If. to mobilise additional supervisory staff at WORKSITE.Project n° . 12. SUBCONTRACTOR shall prepare and submit within fifteen (15) DAYS from the date of such occurrence a revised level II schedule and a revised Planned Overall SUBCONTRACT Progress Curve. SUBCONTRACTOR shall also be entitled to request a cost compensation for the period of extension in excess of the said two (2) months. make a combination of the two above options.2.4 above.3. to mobilise additional construction equipment and tools at WORKSITE. - Progress of the MAIN WORK In addition to meeting the dates set out in the Time Schedule Exhibit. CONTRACTOR shall issue a notice and require SUBCONTRACTOR: a. within ten (10) DAYS from receiving such a written notice. make use of the Float included in the SUBCONTRACT SCHEDULE. e. without financial compensation. b.2.a. SUBCONTRACTOR is responsible for achieving of the planned Overall SUBCONTRACT Progress Curve which is part of the SUBCONTRACT SCHEDULE. to mobilise additional direct labour at WORKSITE. In such case. Page 0000 GTC _ S01 1 17 / 39 In such case. In such case: either the maximum slope of the revised Planned Overall SUBCONTRACT Progress Curve is below the maximum slope of the initial Planned Overall SUBCONTRACT Progress Curve increased by ten percent (10%).
due or which may become due to the SUBCONTRACTOR. and only for that part of the MAIN WORK which is affected.ANG . 12.4. especially for unemployed personnel or idle equipment. any damaged portion of the WORK and any affected SUPPLY shall be replaced at SUBCONTRACTOR's cost and within the contractual performance time. without prejudice to any other method.4.4 GTC . Payment of such liquidated damages for delay or low progress shall not relieve SUBCONTRACTOR from its obligations to complete the WORK or from its other obligations and liabilities under the SUBCONTRACT. recover or deduct the amount of such Liquidated Damages from any moneys in its hand. CONTRACTOR shall have the right to apply the liquidated damages provided for in the Particular Terms and Conditions of Subcontract for each month where the cumulated actual progress of the MAIN WORK is less than the cumulated planned progress. provided that official proof can be furnished by the SUBCONTRACTOR. if the climatic conditions exceed the worst climatic conditions which occurred in the fifteen (15) years preceding the EFFECTIVE DATE. 12.3 Except in case of gross negligence or wilful misconduct. SUBCONTRACTOR can only claim an extension of the SUBCONTRACT SCHEDULE due to bad weather.1 For failure to meet the milestones specified in the Time Schedule Exhibit If SUBCONTRACTOR does not complete the WORK by the guaranteed dates stated in the SUBCONTRACT subject to liquidated damages for delay.4 Liquidated Damages for delay In full recognition of SUBCONTRACTOR's commitment to the SUBCONTRACT SCHEDULE. Failing this. the CLIENT and/or CONTRACTOR shall suspend the WORK and SUBCONTRACTOR shall not be entitled to request a VARIATION for such an instance. If the WORK is damaged due to lack of precautions before and during the bad weather period.Project n° . If the Completion of the WORK date. Type Work code Serial n° Rev. guaranteed Milestone dates or requirements derived from the planned Overall SUBCONTRACT Progress Curve are not achieved by SUBCONTRACTOR. 12. SUBCONTRACTOR shall not be entitled to request a VARIATION for costs incurred by the SUBCONTRACTOR in connection with this Article.Unit Doc. Page 0000 GTC _ S01 1 18 / 39 12. the liquidated damages for delay provided for in the Particular terms and conditions of Subcontract shall automatically become applicable.2 Bad weather SUBCONTRACTOR shall suspend its WORK in case of bad weather affecting the quality or safety of the WORK or take any necessary action to enable the WORK to continue in conditions conforming to the specifications and/or acceptable to CONTRACTOR. liquidated damages stated above are agreed by the PARTIES as a pre-assessment of the damage caused to and suffered by CONTRACTOR due to such delay in completion or slow progress and shall not be construed as a penalty.4. the SUBCONTRACT is subject to a Liquidated Damages arrangement.4.3. SUBCONTRACTOR shall be liable and shall pay CONTRACTOR Liquidated Damages as set forth below: 12. CONTRACTOR may.2 For failure to meet the planned Overall SUBCONTRACT Progress Curve requirements If SUBCONTRACTOR does not progress the MAIN WORK in accordance with the planned Overall SUBCONTRACT Progress Curve requirements. 12.
Unit Doc.1 14.2 Variations This portion of the WORK is carried out and recorded according to the provisions of Article 14. the only way SUBCONTRACTOR can obtain an adjustment to the SUBCONTRACT PRICE and/or the SUBCONTRACT SCHEDULE. 13. 13.Project n° . change the SUBCONTRACT SCHEDULE.2 Whenever SUBCONTRACTOR believes that events have occurred during the performance of the WORK that constitute a VARIATION to the SUBCONTRACT. for any reason whatsoever such as for instance changes in the scope of work or changes in the SUBCONTRACT conditions. SUBCONTRACTOR must issue a VARIATION Request to that effect as described hereafter. 14. d.4 SUBCONTRACTOR shall at all times keep the SITE MANAGER fully informed of all matters of whatsoever nature affecting or likely to affect progress of the WORK or to modify the SUBCONTRACT SCHEDULE. Page 0000 GTC _ S01 1 19 / 39 13. 14. is through an APPROVED Work Order necessarily resulting from a VARIATION Request.3 GTC . omit any part of the WORK. b. 14. calculates the overall physical progress of the MAIN WORK performed. 13.1 PROGRESS MEASUREMENT AND PAYMENT Main Work The MAIN WORK is paid according to physical progress measured as per the provisions of the Coordination Procedure Exhibit. increase or decrease the quantity of any part of the WORK. Right of CONTRACTOR to vary the WORK Without invalidating any terms and conditions of the SUBCONTRACT. subject to VARIATIONS. CONTRACTOR shall accordingly have the power to instruct SUBCONTRACTOR to do and SUBCONTRACTOR shall do any of the following: a. Each month. b. retention and other deductions. lines. Type Work code Serial n° Rev. change the character or quality or kind of any part of the WORK.3 Monthly Financial Status Report a. execute additional work of any kind. position and dimensions of any part of the WORK. CONTRACTOR may in its absolute discretion make any VARIATION in the form. VARIATIONS With the sole exception of adjustment to the quantities of the Main Works Price Schedule in the Price Schedule Exhibit if applicable under the terms and conditions of the SUBCONTRACT. change the levels. quality or quantity of the WORK or any part thereof.ANG . e. SUBCONTRACTOR is not entitled to make any request for compensation or claim of whatever nature other than through a VARIATION Request in full accordance with the provisions of the present Article. A Monthly Financial Status Report is prepared according to the provisions of the Co-ordination Procedure Exhibit from the SUBCONTRACT PRICE (as shown by the latest amendment issued) multiplied by the overall physical progress of the MAIN WORK. the CONTRACTOR determines the physical progress of each operation and then by weighting. c. and f. 13.
2 VARIATION initiated by SUBCONTRACTOR If SUBCONTRACTOR believes that any change in the conditions of execution of the SUBCONTRACT or any event whatsoever has occurred during the performance of the WORK that constitutes a VARIATION. Failure by SUBCONTRACTOR to submit its request in full compliance with the requirements of the Coordination Procedure Exhibit and within the fifteen (15) DAYS period shall cause SUBCONTRACTOR to forfeit any entitlement to either an adjustment to the SUBCONTRACT SCHEDULE.4 Procedural requirements applicable to the VARIATION Request.initiated VARIATION without a Work Order will be construed as acceptance by SUBCONTRACTOR that such WORK does not constitute a VARIATION. Under no circumstances shall SUBCONTRACTOR at any time delay or stop the WORK related to such VARIATION request. b. No VARIATION Request may be made by SUBCONTRACTOR other than through the CONTRACTOR VARIATION Procedure which defines the SITE MANAGEMENT authority and is described in the Coordination Procedure Exhibit. Without prejudice to the provisions of b) below. No CONTRACTOR .4. after the VARIATION proposal has been discussed and all effects of the VARIATION Request have been finally agreed by CONTRACTOR and SUBCONTRACTOR. the Subcontracts Administration Manager. submit a VARIATION Request to CONTRACTOR. or compensation for the alleged VARIATION. the SITE MANAGER. SUBCONTRACTOR may. to permit CONTRACTOR to thoroughly analyse and evaluate the nature.1 VARIATION initiated by CONTRACTOR a.4. c. CONTRACTOR may issue a Work Order pending such agreement on terms and conditions of such VARIATION and SUBCONTRACTOR shall proceed with the VARIATION works. the CLIENT. 14. Page 0000 GTC _ S01 1 20 / 39 No such VARIATION shall in any way vitiate or invalidate the SUBCONTRACT but the value (if any) of such VARIATION shall be taken into account in ascertaining the amount of the adjusted SUBCONTRACT PRICE. within fifteen (15) DAYS’ from their first occurrence.initiated VARIATION shall be implemented by the SUBCONTRACTOR without being in possession of a Work Order which shall be deemed by SUBCONTRACTOR as an instruction to proceed.ANG . the Cost Control Manager. GTC . In case the PARTIES disagree on the terms and conditions of the VARIATION or in case of work to be urgently performed. in particular those to the SUBCONTRACT PRICE and SUBCONTRACT SCHEDULE. Within eight (8) DAYS from receiving such a request. The commencement of execution of any WORK related to a CONTRACTOR . proposal and Work Order. SUBCONTRACTOR shall prepare and submit to CONTRACTOR a VARIATION proposal which shall identify all and any effects. a Work Order is valid only if it has been signed by the CONTRACTOR’s Supervisor. CONTRACTOR will subsequently incorporate the Work Order into the SUBCONTRACT by a SUBCONTRACT amendment. Type Work code Serial n° Rev. that would result from the implementation of the VARIATION would cause.Unit Doc. if applicable. If. Such a request shall specify the nature and the extent of the VARIATION by reference to the SUBCONTRACT. and to the extent that. Unless otherwise stated in the said VARIATION Procedure. the SUBCONTRACTOR and. For the purpose of this Article and provided that the quantities defined in the Price Schedule Exhibit have been specified as remeasurable. CONTRACTOR will notify SUBCONTRACTOR in writing and issue an APPROVED Work Order which shall be subsequently incorporated into the SUBCONTRACT by a SUBCONTRACT amendment. the adjustment to quantities constitutes an adjustment of the MAIN WORK but does not constitute a VARIATION. This request shall provide sufficient details. 14. CONTRACTOR will issue to SUBCONTRACTOR a Work Order. SUBCONTRACTOR may propose a VARIATION to CONTRACTOR only under the conditions specified hereafter. All VARIATIONS initiated by CONTRACTOR shall be subject to the issuance of a VARIATION Request.Project n° . the validity. the schedule impact and the monetary extent of its VARIATION Request. 14. CONTRACTOR agrees that the VARIATION Request is valid. as further specified in the Coordination Procedure Exhibit.
On the basis of unit prices included in the Price Schedule Exhibit. Page 0000 GTC _ S01 1 21 / 39 CONTRACTOR shall not consider any request from SUBCONTRACTOR for a change where the scope of WORK is not affected or which is merely a closer definition. Additional supplies and services outside the general scope of the SUBCONTRACT If CONTRACTOR issues a VARIATION Request for SUBCONTRACTOR to provide additional supplies and/or services which are outside the general scope of the SUBCONTRACT. those rates are applicable.prepared invoices plus a fee of ten percent (10%).4. CONTRACTOR shall be entitled to direct SUBCONTRACTOR as to the method to be used to establish the proposed amount of the VARIATION or to direct SUBCONTRACTOR to re-establish the said amount using one or a combination of the following methods: a. On a lump sum basis. change in detail or alteration in the manner in which the MAIN WORK is to be carried out or which is a normal engineering development.Project n° . SUBCONTRACTOR shall obtain three (3) competitive sealed bids from APPROVED suppliers. After CONTRACTOR has chosen the successful supplier. in case c).ANG 14. as ascertained from the supplier . d. 14. GTC .8 . e.7 No VARIATION shall entitle SUBCONTRACTOR to any revision of the SUBCONTRACT SCHEDULE.5 Work recording . On the basis of hourly labour and daily and / or monthly equipment rates included in the Price Schedule Exhibit.4. The new rates for a new work item will be calculated whenever possible by reference to and consistently with the existing unit prices. SUBCONTRACTOR’s estimate of the value of the VARIATION shall be presented in a format compatible with the requirements set forth in the SUBCONTRACT.6 14. then a value may be set by mutual agreement. As a cost plus percentage fee for additional supplies and services.3 items a) b) and d) have been selected. On the basis of new unit prices which shall be compatible with the actual costs incurred by SUBCONTRACTOR if the main Price Schedule(s) cannot be applied. 14. d) and e) the Work Order amount will be deemed to be inclusive of direct and indirect costs and shall therefore not contribute to the final cost amount used to calculate the final indirect costs.3 Method to price a VARIATION The VARIATION shall be priced in accordance with the rates and prices as set out in the SUBCONTRACT if. If no agreement is reached as to the value or any other effect of any VARIATION. this new item must be recorded in an amendment to the SUBCONTRACT. CONTRACTOR will issue a Work Order and pay to SUBCONTRACTOR the amount of supplies and/or services.Unit Doc. When the pricing methods specified under Article 14. To become final. prepare a bid evaluation report and submit a recommendation to CONTRACTOR.Statements A work statement shall record that the VARIATION covered in the Work Order has been completed and agreed as such by CONTRACTOR. Unless otherwise specified. unless confirmed in the Work Order. CONTRACTOR shall determine the value or any other effect of the VARIATION. and in so far as. c. b. Remedial measures requested by CONTRACTOR for the WORK to comply with good practices and/or with the specifications applicable to the SUBCONTRACT shall not under any circumstances be considered as a VARIATION. 14. If CONTRACTOR considers that the rates and prices set out in the SUBCONTRACT are not applicable to the VARIATION because the type of VARIATION is substantially different from that of the WORK. Type Work code Serial n° Rev. this statement shall also indicate the final amount of the VARIATION based on the final agreed and measured quantities.
The fee compensates SUBCONTRACTOR for all expenses related to the supply services (including. 15. 15. receipts. invoices. GTC . Close-Out of SUBCONTRACT SUBCONTRACTOR is required under the SUBCONTRACT to submit at the time of the Completion of the WORK its Proposed Final Financial Statement for the close-out of the SUBCONTRACT. records. inspection. CONTRACTOR and CLIENT or its duly authorised representative shall have access. at all reasonable times.Project n° .2. of whatever nature for a period of not less than twenty four (24) months after the issuance of the Final Acceptance Certificate or after earlier termination of the SUBCONTRACT.Unit Doc. plans. drawings. CONTRACTOR and CLIENT and its authorised representatives shall have the right to reproduce any of the aforesaid records. expediting. to SUBCONTRACTOR's and its sublet subcontractors' books. instructions. It also includes SUBCONTRACTOR's overheads and profit. price or subject related to the SUBCONTRACT. Services by third parties The fee compensates SUBCONTRACTOR for all expenses related to the preparation. issue and followup of sub-orders. correspondence. invoicing. but not limited to purchasing.1 SUBCONTRACT FOLLOW UP AUDIT/ACCOUNTS AND CLOSE-OUT Examination of SUBCONTRACTOR's records and accounts SUBCONTRACTOR shall maintain records and accounts in connection with the performance of this SUBCONTRACT which will accurately document incurred costs both direct and indirect. and shall include in its subcontracts a similar obligation to preserve.3 . for the purpose of expediting and reviewing the perform and progress of WORK and all documents in SUBCONTRACTOR's possession prepared or in the course of preparation in performance of WORK including those services and work performed by its sublet subcontractors. Page 0000 GTC _ S01 1 22 / 39 The amounts as shown on the invoices shall cover the following: a. On presentation of evidence of their identity and title.ANG 15. Their actual delivery must be checked by CONTRACTOR. b. SUBCONTRACTOR's obligations to preserve records shall continue until such dispute or disagreement shall be finally settled. SUBCONTRACTOR agrees and covenants that it shall not be entitled to increase any of the amounts of the total shown on the said Statement or make any request for a VARIATION after submittal thereof. Type Work code Serial n° Rev. It is hereby specified that in case of any dispute or disagreement on any topic. supervision and co-ordination of the services and generally all factors associated with quality and timely delivery.1 Access SUBCONTRACTOR agrees to allow CONTRACTOR and CLIENT freedom of access at all reasonable times to all places where WORK is performed or relevant information is stored. item. SUBCONTRACTOR shall preserve. the responsibility for execution of the services. packing. all the aforesaid documents for a period of not less than twenty-four (24) months after the date of the Final Acceptance Certificate or after earlier termination of the SUBCONTRACT.2 SUBCONTRACTOR agrees to endeavour to arrange with licensors/vendors and plant owners access to CONTRACTOR and CLIENT’s representatives to visit and/or obtain necessary information on operating performance of similar operating plant and equipment. SITE handling). vouchers and memoranda of every description pertaining to WORK for the purpose of auditing and verifying the cost of the WORK or for any other reason associated with the WORK. the CLIENT and CONTRACTOR's representatives have access to all the offices. areas of work and facilities of the SUBCONTRACTOR and its sublet subcontractor's on the WORKSITE. 15.2. 15.2 15. Supplies The quantities are those shown on the Work Order. transportation.
SUBCONTRACTOR is fully responsible for documenting the conformity of the verified WORK.Unit Doc.1 WORK CONFORMITY CHECKS Type and costs Statutory checks These are the quality. It shall provide the results to CONTRACTOR as soon as they are known. All these tests and inspections are recorded on "Request of Inspection and Test" forms to be signed by SUBCONTRACTOR's and CONTRACTOR's representatives called to witness the inspections or tests. Any deficiency in the process or in the records will be deemed a default under the SUBCONTRACT. is in accordance with the SUBCONTRACT. quantity and dimensional checks that SUBCONTRACTOR must legally perform or have carried out at its own cost. SUBCONTRACTOR shall uncover any part of the WORK. 16. 16. 16. If so instructed by CONTRACTOR.1. personnel. GTC . SUBCONTRACTOR shall reinstate and make good such part of the WORK to CONTRACTOR's satisfaction at its own cost. The inspection records must evidence that the conformity has been obtained.2 Contractual checks These are the quality. and access to the WORKS. SUBCONTRACTOR shall record all data required for its preparation of "as-built" drawings.2 Notification of results SUBCONTRACTOR undertakes to perform or have carried out all the inspections for which he is responsible (either under law and/or under the SUBCONTRACT) as the WORK proceeds. Type Work code Serial n° Rev.1 16. SUBCONTRACTOR shall give due notice to CONTRACTOR whenever such work is ready for examination.3 Covered or hidden work No WORK may be covered or hidden without the prior APPROVAL of the SITE MANAGER which shall.1. Page 0000 GTC _ S01 1 23 / 39 If after checking.Project n° . the costs shall be borne by SUBCONTRACTOR. the costs shall be borne by CONTRACTOR. CONTRACTOR agrees with the above amount. measurement or testing. make all the necessary arrangements to check the WORK. 16. quantity and dimensional checks that CONTRACTOR may decide to perform or have carried out. If the results are in conformity with the specifications.ANG . SUBCONTRACTOR shall provide its full assistance as regards equipment.3 Additional checks These are the quality. within reasonable time. If any part of the WORK having been covered up after complying with above paragraph. the amount of the SUBCONTRACT PRICE will be indicated on the Close-Out Amendment which covers the WORK actually performed under the SUBCONTRACT without prejudice to any errors or other corrections including backcharges as the case may be. 16. quantity and dimensional checks that SUBCONTRACTOR must perform or have performed at its own cost under the SUBCONTRACT. the cost incurred by the SUBCONTRACTOR in complying with CONTRACTOR's instruction shall be certified by CONTRACTOR and treated as a VARIATION. which CONTRACTOR may notify SUBCONTRACTOR until the date of Final Acceptance of the WORK. If the uncovered part of the WORK is not in compliance with SUBCONTRACT requirements. 16.1. If the results are not in conformity with the specifications.
Identifying SUBCONTRACTOR undertakes to maintain visible or. issue a written statement containing a confirmation that there is no retention of title. custody and control of CONTRACTOR’s MATERIALS and EQUIPMENT will pass from CONTRACTOR to SUBCONTRACTOR upon delivery of such MATERIALS and EQUIPMENT to SUBCONTRACTOR until the Completion of the WORK. SUBCONTRACTOR warrants good title to all SUBCONTRACTOR’s EQUIPMENT and MATERIAL supplied under the SUBCONTRACT. Demolition and/or rework of any WORK that is not compliant with drawings.4 Marking . The numbers of the erection area shall be marked with indelible ink on all components. requisitions. or before payment is made. if so required by CONTRACTOR. even if tests and/or payments concerning this work have been already made. Page 0000 GTC _ S01 1 24 / 39 16. SUBCONTRACTOR shall retain full responsibility and authority for the care. 17. whether completed or not. specifications. MATERIAL and WORK will gradually vest in the CONTRACTOR as they are manufactured and performed.Project n° . Nothing provided for in this Article shall relieve SUBCONTRACTOR from its obligations under the SUBCONTRACT. standards. custody and control of any part of the WORK and any item of MATERIALS and EQUIPMENT as may be necessary in connection with the execution of the WORK until the Completion of the WORK. in such a way that identifications remain visible after WORK completion. The care.Unit Doc. and shall not entitle SUBCONTRACTOR to request a VARIATION.5 Work found not to be up to standards during the progress of the WORK During the WORK. SUBCONTRACTOR shall include for its benefit the same property transfer provisions in its subcontracts. as the case may be. In the event of SUBCONTRACTOR's failure to perform the instructions. All connections between vessels and / or equipment shall be carefully identified in accordance with drawings.5. calculations and other documents supplied by SUBCONTRACTOR and/or any of its suppliers or sublet subcontractors to CONTRACTOR in connection with the SUBCONTRACT shall vest in CONTRACTOR as they are prepared whether complete or not. 16.2 Ownership of all drawings. The foregoing shall not be construed as a limitation of SUBCONTRACTOR's obligations pursuant to Article 6 and SUBCONTRACTOR shall not make any reference to CONTRACTOR or CLIENT and/or the project GTC .1 16. 17. SUBCONTRACTOR shall. charge or encumbrance whatsoever with respect to the relevant item of SUBCONTRACTOR’s EQUIPMENT and MATERIAL. Type Work code Serial n° Rev. specifications. at SUBCONTRACTOR's cost. calculations and other documents for any purpose whatsoever. In the case of subcontracted WORK. These instructions must be implemented in the shortest possible time. CONTRACTOR reserves the right to have the WORK corrected at the SUBCONTRACTOR's expense and responsibility without altering the terms of the SUBCONTRACT without prejudice to CONTRACTOR’s other remedies at law or under the SUBCONTRACT. without any obligation of any kind to SUBCONTRACTOR or any of its suppliers or sublet subcontractors. lien.5.2 Remove or replace of any SUBCONTRACTOR’s EQUIPMENT and MATERIAL that is not compliant with the SUBCONTRACT.1 TITLE AND TRANSFER The property of the SUBCONTRACTOR’s EQUIPMENT. Upon delivery at the SITE. the SITE MANAGER may instruct SUBCONTRACTOR to perform the following: 16. SUBCONTRACTOR shall ensure that purchase orders and sublet subcontracts contain appropriate provisions to adequately protect CONTRACTOR's rights as stated above. Such transfer of title and property shall not in any way affect CONTRACTOR’s rights or SUBCONTRACTOR’s obligations as set forth in other provisions of this SUBCONTRACT. to re-mark any conventional markings on used and excess EQUIPMENT and MATERIAL. requisitions. job and/or general specifications.ANG . 17. CONTRACTOR shall have the right to use such drawings.
the SITE MANAGER will advise SUBCONTRACTOR in writing of the accepted date. in each case.2 By the SITE MANAGER Completion of the WORK of the whole or part of the WORK may be requested by the SITE MANAGER. Within two (2) working days of receipt of the SUBCONTRACTOR's request. as stated above. Page 0000 GTC _ S01 1 25 / 39 in re-using the standard drawings. This document shall indicate: ♦ Date of actual transfer ♦ Progress of the WORK ♦ Brief reason for the transfer or use. CONTRACTOR shall be free to use for the purpose of the CONTRACT the drawings and documents including the related software prepared in connection with the SUBCONTRACT on the SUBCONTRACTOR's letterhead or under its logo.1 COMPLETION OF THE WORK Conditions for Completion of the WORK The Completion of the WORK. a Transfer Certificate or Occupation Certificate shall be drawn up. all originals. A Completion of the WORK certificate will be issued by CONTRACTOR. whether it includes one or several portions of the WORK. Consequently. specifications. In this case.ANG . upon Final Acceptance of the WORK. SUBCONTRACTOR shall ensure that purchase orders and sublet subcontracts contain appropriate provisions that adequately protect CONTRACTOR's and CLIENT's rights. SUBCONTRACTOR shall return to CONTRACTOR. 18. obtaining CONTRACTOR's prior APPROVAL.2. This document shall be signed by the SITE MANAGER. 18. calculations and other documents referred to in this Article without. studies. specifications. A minimum ten (10) DAYS notice should be given. unless otherwise agreed.2. shall be certified only after total completion of the WORK (including all as built deliverables) in accordance with the provisions of the SUBCONTRACT. indicating the proposed date for the acceptance visit.2 18. 17. GTC . However. 17. the date of the Completion of the WORK of the last part of the WORK shall be considered both as the start date for the WARRANTY PERIOD and the date of taking over of the WORK supplied to CONTRACTOR by SUBCONTRACTOR. reproduction or copies of drawings and documents still in its possession. In that case SUBCONTRACTOR is notified in writing of the date of Completion of the WORK visit. 18.Project n° .3 Drawings or other documents such as reports. A minimum five (5) DAYS notice should be given.4 When the WORK has to be released to a third party to allow use for another work prior to the certification of the Completion of the WORK. requisitions.1 Request for Completion of the WORK By SUBCONTRACTOR A written request for Completion of the WORK must be sent to the SITE MANAGER. calculation sheets supplied to SUBCONTRACTOR by CONTRACTOR shall remain the property of CONTRACTOR.Unit Doc. CONTRACTOR may request prior Completion of the WORK of a part of the WORK. 18. In addition. Type Work code Serial n° Rev. SUBCONTRACTOR may only use these drawings and documents for the performance of its contractual obligations and subject to the applicable confidentiality provisions.
2 Completion of the WORK visit The Completion of the WORK visit is carried out by CONTRACTOR and witnessed by the duly authorised representative/representatives of SUBCONTRACTOR.Project n° . c. the date of the Completion of the WORK visit shall be as proposed by the SITE MANAGER.3 Date of Completion of the WORK visit In the case of Article 18. Page 0000 GTC _ S01 1 26 / 39 18.2 Written consent of SUBCONTRACTOR Any comments by SUBCONTRACTOR concerning Completion of the WORK punch-list items or refusal must be provided in writing within eight (8) DAYS of the date of notification by CONTRACTOR.3. ♦ signed by a CONTRACTOR's representative having relevant power to sign the document.2. appearance and positioning of the WORK is satisfactory. GTC .2 above. if the SUBCONTRACTOR is absent.1 18. 18. Completion of the WORK Certificate Issuance of the Certificate At the end of the Completion of the WORK visit. The visit shall not take place later than five (5) DAYS after the date proposed by the SITE MANAGER.4.1 18. specifications and data sheets. 18. unless SUBCONTRACTOR has serious reasons which shall be duly justified for changing the date. This decision is recorded on a certificate which is: ♦ drawn up by SITE MANAGER. the date selected for the Completion of the WORK visit shall not be later than five (5) DAYS after the date proposed by SUBCONTRACTOR. the entirety of the WORK as described in the SUBCONTRACT has been completed. Type Work code Serial n° Rev.1 above.4.4 18.Unit Doc.5 18. SUBCONTRACTOR's absence does not prevent the inspection for Completion of the WORK from taking place and does not affect in any way the validity of the decisions made at the end of the Completion of the WORK visit. ♦ or certifies Completion of the WORK with punch-list items. ♦ signed by the SUBCONTRACTOR when present. ♦ notified to SUBCONTRACTOR within two (2) working days from the day following the last day of the Completion of the WORK visit.2. In the case of Article 18.5. the quality.1 Completion of the WORK without punch-list items Prerequisites The Completion of the WORK is certified by CONTRACTOR after it has been jointly verified that the WORK is complete and in conformity with the SUBCONTRACT and in particular that: a.3 18. SUBCONTRACTOR shall be deemed to have accepted the punchlist items or refusal of Completion of the WORK.3. 18. CONTRACTOR: ♦ either certifies Completion of the WORK without punch-list items. It is expressly stated that after this date.ANG . The date on the Completion of the WORK Certificate must be the last day of the Completion of the WORK visit.2. ♦ or refuses Completion of the WORK. b. the WORK is in compliance with any drawings.
1 g. using any means of their choice. SUBCONTRACTOR shall give its written consent so that CLIENT and/or CONTRACTOR may perform such works and services.3 Performance of the WORK required for punch-list items to be corrected: a.1 Completion of the WORK with punch-list items Prerequisites Completion of the WORK may only be certified by CONTRACTOR if the prerequisites of Article 18. any pre-commissioning tests have been satisfactorily carried out. the operating instructions for the SUBCONTRACTOR’s EQUIPMENT have been received by CONTRACTOR. 18.2 Completion of the WORK Certificate with punch-list items Punch list states the list of omissions and/or minor defects recorded and indicates the corresponding works and services to be performed.5. e.1. 18.4.1 d. 18. f.1 above.6 18. all test sheets and inspection reports have been APPROVED by CONTRACTOR.1 e. 18. and that outstanding work can be completed while the PLANT is in operation or being commissioned and provided also that the performance of such work does not constitute an hindrance to users. Unless a special exception is granted by CONTRACTOR.1 f. CONTRACTOR may perform or have performed by any subcontractor of his choice the required works and services. As the case may be. with effect from the date specified in Article 18. h.5. 18. If the works and services required for the punch-list items to be corrected by SUBCONTRACTOR are not performed on expiry of the period mentioned in Article 18. the last Monthly Financial Status Report has been submitted for APPROVAL.ANG .5.Project n° . Completion of the WORK with punch-list items shall not be certified if the requirements in the Articles. g. a.2 Taking over of the WORK The notification of the Completion of the WORK Certificate without punch-list items to the SUBCONTRACTOR by CONTRACTOR implies that. However.5. all tests including if applicable. b.1 h. Page 0000 GTC _ S01 1 27 / 39 Completion of the WORK shall not be certified until: d. 18. it requires SUBCONTRACTOR to make every effort to complete the WORK within thirty (30) DAYS from the official date of the Completion of the WORK with punch-list items.Unit Doc. the associated costs will be deducted from the amount due in determining the Final SUBCONTRACT PRICE and the contractual guarantees of SUBCONTRACTOR shall remain unchanged. without having to comply with any special procedure vis-à-vis the SUBCONTRACTOR. If CONTRACTOR chooses or notifies SUBCONTRACTOR that the CLIENT chooses to perform the whole or part of the works and services required for the punch-list items to be corrected. In this case. 18.2. the WORK is taken over by CONTRACTOR. b and c. all certified "as-built" construction and identification documents have been received by CONTRACTOR. 18.6.5. have not been fully met and jointly verified.5. Type Work code Serial n° Rev. Such works and services will be carried out at SUBCONTRACTOR's cost and risk and without prejudice to the SUBCONTRACTOR's liability to the CONTRACTOR. 18. are substantially met and punch-list item(s) relates/relate to minor requirements.5. GTC .6.6.6.
SUBCONTRACTOR is deemed to be highly competent and is fully responsible for the performance of the WORK.3 Rights. Resulting compensation shall be considered as SUBCONTRACTOR's debt. 19. 18.7.1 are not fully met. SUBCONTRACTOR shall execute the WORK according to the prescriptions of the latest version of the norm ISO 9001. the SUBCONTRACTOR has the obligation to: GTC . application of delay liquidated damages provided for in the SUBCONTRACT. and establish and maintain a quality system based on the current version of the ISO 9001 standard.ANG .7. and 18.7 18.6.Unit Doc. CONTRACTOR has the right to apply any or all of the following measures: a. Page 0000 GTC _ S01 1 28 / 39 18. clearly stating the reasons for the refusal.4 Correction of punch-list items Immediately after the completion of the works and services mentioned in Article 18. indemnification In case of Completion of the WORK refusal. as a means of ensuring that services and supplies conform to the specified requirements. In particular but without being limited to the following and without prejudice to SUBCONTRACTOR's other obligations and/or undertakings under the SUBCONTRACT. good professional practice and CONTRACTOR's instructions and shall be of the highest professional standard use in the industry. 19. termination of the SUBCONTRACT for default of SUBCONTRACTOR and total or partial drawing under the performance bond. compensation of CONTRACTOR by SUBCONTRACTOR for damages and/or losses incurred by CONTRACTOR due to SUBCONTRACTOR's fault only. 18.6. SUBCONTRACTOR must make a written request for Completion of the WORK to the SITE MANAGER confirming its correction of the punch-list items. prescribed (or applicable) codes and standards current at the EFFECTIVE DATE unless otherwise expressly specified in the SUBCONTRACT. SUBCONTRACTOR accepts to be audited in this respect at any time and any place during the execution of the SUBCONTRACT and to implement at its own expense any corrective action required.1 Completion of the WORK refusal Sufficient conditions Completion of the WORK may be refused by CONTRACTOR. 18.2 has been jointly established.7. b. if the prerequisites in Article 18.4 Completion of the WORK CONTRACTOR may undertake all the works and services required to complete the WORK in case of SUBCONTRACTOR's default. He undertakes to act with all the initiative and promptitude required for the proper performance of the WORK. c.5. SUBCONTRACTOR undertakes to implement all the means and resources necessary for the complete and safety performance of the WORK.18.104.22.168 OBLIGATIONS AND WARRANTIES Obligations All WORK shall be in conformity with SUBCONTRACT requirements. Type Work code Serial n° Rev.2 Notification SUBCONTRACTOR shall be notified in writing of the refusal of Completion of the WORK. termination. Such works and services will be carried out by others at SUBCONTRACTOR's expense and risk. 18.Project n° . liquidated damages.
Unit Doc. and in conformity with. or non-compliance with the SUBCONTRACT specifications. the burden of proof lies with the SUBCONTRACTOR.3 Warranty period The WARRANTY PERIOD commences on the date of Completion of the WORK and except as otherwise specified in the SUBCONTRACT. It is expressly agreed that during the WARRANTY PERIOD no operation other than routine maintenance will be carried out by the CLIENT and/or CONTRACTOR or others without the formal consent of SUBCONTRACTOR.ANG . shall end upon Final Acceptance of the PLANT by the CLIENT. Page 0000 GTC _ S01 1 29 / 39 ♦ perform the WORK using SUBCONTRACTOR’s EQUIPMENT and MATERIALS whose quality is at least equal to. 19. the quality required in the latest issue of the specifications. All works and supplies carried out or replaced or repaired within the provisions of this Article are covered by a guarantee of the same duration as the one indicated in the SUBCONTRACT commencing from the date of completion of the remedial WORK and its acceptance by CONTRACTOR Exceptions: The following are excluded from the warranty: consequences resulting from normal wear and tear. for the performance of the WORK. GTC . In the event the WORK fails to meet this warranty and without prejudice to CONTRACTOR’s right under the SUBCONTRACT and/or at law for any loss or damage sustained by CONTRACTOR by reason of any such failure by SUBCONTRACTOR. SUBCONTRACTOR shall at its own expense.2 Warranties SUBCONTRACTOR warrants that the WORK shall be in accordance with the requirements of the SUBCONTRACT and in particular will be free from errors. forgery or fraudulent acts in the performance of its obligations. SUBCONTRACTOR’s warranties and obligations that have not expired at the date of such Final Acceptance or termination of the SUBCONTRACT as the case may be shall survive until their expiry date.4 Fulfilment of obligations and warranties If any of SUBCONTRACTOR’s EQUIPMENT and MATERIALS. failure. defects and omissions. immediately remove and at CONTRACTOR's option replace or correct such defective SUBCONTRACTOR’s EQUIPMENT and MATERIAL or WORK by making the same comply strictly with all SUBCONTRACT requirements. lack of care or maintenance. Thereupon. ♦ perform the WORK using processes and techniques ensuring the best conditions for WORK performance and SUBCONTRACTOR’s SUPPLY operation. In addition to its obligations and warranties under the SUBCONTRACT. to be defective or not compliant with the requirements of the SUBCONTRACT. ♦ use supervisory staff having the competence and means to direct and control the performance of the WORK. damage caused by negligence. CONTRACTOR shall notify SUBCONTRACTOR in writing that such SUBCONTRACTOR’s EQUIPMENT and MATERIAL or WORK is rejected. or WORK is determined by CONTRACTOR either during the performance of the WORK or during the WARRANTY PERIOD. SUBCONTRACTOR shall be liable for the re-performance of the WORK and the correction or replacement of SUBCONTRACTOR’s EQUIPMENT and MATERIAL. 19. ♦ supply SUBCONTRACTOR’s EQUIPMENT and MATERIALS that are new and fit for the purpose intended and that comply with the performance specification required under the SUBCONTRACT. SUBCONTRACTOR shall comply with all and any mandatory legal warranty obligations such as decennial warranty or with similar obligation provided by applicable laws as the case may be.Project n° . Type Work code Serial n° Rev. operating conditions that are not in conformity with the maintenance and operating instructions given by SUBCONTRACTOR. drawings and documents transmitted by CONTRACTOR to the SUBCONTRACTOR prior to the performance of the WORK. misuse attributable to CLIENT and/or CONTRACTOR. 19. In all the above cases. ♦ use. sufficient highly skilled labour to meet the quality requirements and milestones stated in the SUBCONTRACT while complying with the safety of persons and property. SUBCONTRACTOR shall also perform all necessary works and services if they result from negligence.
Unit Doc. and no more than one month before the end of the WARRANTY PERIOD. 20.1. the CONTRACTOR may perform or have carried out an inspection of the WORK prior to issue of the Final Acceptance Certificate. guarantee retentions as security for the proper performance of SUBCONTRACTOR's obligations. The Final Acceptance Certificate without punch-list items puts an end to the SUBCONTRACT.5.Project n° .5.1 20. After this date. remedy or have remedied said punch-list items at 20. or APPROVAL of whatever nature.4. 20. CONTRACTOR may SUBCONTRACTOR's cost and risk. 20.2 Amount The amount of the guarantee retentions will be as specified in the SUBCONTRACT. The absence of SUBCONTRACTOR shall not prevent inspection operations from taking place and shall not affect in any way the validity of any decisions made at the end of the inspection visit.5 19.1. 20.4 20.3 Correction of punch-list items Unless otherwise agreed between SUBCONTRACTOR and CONTRACTOR.1 Guarantee retentions Principle CONTRACTOR shall have the right to deduct from any payment made to SUBCONTRACTOR in accordance with the SUBCONTRACT PRICE.1 Respective obligations Payment The Final Acceptance Certificate cannot be issued without prior signature of the SUBCONTRACT CloseOut amendment confirming the release of claims and liens. 20. Page 0000 GTC _ S01 1 30 / 39 19.2 The Final Acceptance Certificate supersedes any previously issued provisional certificate. SUBCONTRACTOR shall remedy any punch-list items within twenty (20) DAYS of the notification of the Final Acceptance with punch-list items. SUBCONTRACTOR is entitled to payment by CONTRACTOR of any amounts withheld under Article 19 or under any legal requirements. except for SUBCONTRACTOR obligations which expressly by their nature shall survive termination or GTC . Immediately after the Final Acceptance Certificate has been issued or SUBCONTRACTOR has been notified that the punch-list items listed in the Final Acceptance Certificate with punch-list items have been corrected.2 Witnessing by SUBCONTRACTOR SUBCONTRACTOR shall delegate a duly qualified representative to this inspection in order to jointly agree with CONTRACTOR on remedies to any defects found.4.2 Final Acceptance Certificate The duly authorised representative(s) of CONTRACTOR certifies/certify at the end of the WARRANTY PERIOD: ♦ either the Final Acceptance without punch-list items. 20. 19.ANG .1 FINAL ACCEPTANCE OF THE WORK Final Acceptance inspection Date of inspection Upon SUBCONTRACTOR's written request for Final Acceptance of the WORK. Therefore. Type Work code Serial n° Rev. agreement. ♦ or the Final Acceptance with punch-list items.
21. any obligations of SUBCONTRACTOR on the one hand and of CONTRACTOR on the other hand. Similarly. or not in accordance with the forms attached to the SUBCONTRACT. in the following cases: 21.Unit Doc. The said backcharges shall be immediately deducted from payments due to SUBCONTRACTOR. CONTRACTOR may upon written notice proceed immediately to execute or have executed by others the corrective action and to backcharge to SUBCONTRACTOR the related costs increased by administrative charges of fifteen percent (15 %).5 21.2. withholding or refusal of whole or partial payments by giving complete satisfaction regarding the disputed points.2.Project n° .2 21. 21.Refusal CONTRACTOR reserves the right to postpone. or of the completion of any VARIATION requested by CONTRACTOR. subject to Article 19.2 Postponement – Withholding . at any time or for any reason. No payment can be made before the previous payments in the sequence have been made. refuse payment or proceed with partial payment of monthly invoices and final invoices as the case may be. or of the truth or validity of any request for a VARIATION made by SUBCONTRACTOR.6 . and SUBCONTRACTOR fails to take or indicates that it is unable or unwilling to proceed with the corrective action within seven (7) DAYS. Withholding by SUBCONTRACTOR of payments due to its sublet subcontractors or suppliers shall be deemed to be a SUBCONTRACTOR deficiency as defined above.ANG 21.2. without prejudice to any sums which may be finally withheld as indemnity of whatever nature under the SUBCONTRACT or at law. no other document or certificate will prevail or prejudice the rights and remedies of CONTRACTOR. Page 0000 GTC _ S01 1 31 / 39 completion of this SUBCONTRACT and particularly those set out in Article 19.1 PAYMENT Terms of payment Payments are made in accordance with the terms set out in the SUBCONTRACT and in the sequence shown therein.3. 21.2. the provisions of the preceding paragraph will take effect from the date when the correction of punch-list items is jointly acknowledged by SUBCONTRACTOR and CONTRACTOR. GTC . unless there exist any special legal provision to the contrary.2. are thereafter. SUBCONTRACTOR is notified in writing by CONTRACTOR to take corrective action for any deficiency related to the performance of the WORK.4 Reasonable doubt exists that the SUBCONTRACT can be completed within the SUBCONTRACT SCHEDULE. For non accepted portions of the WORK. Type Work code Serial n° Rev.3 If under the provisions of the SUBCONTRACT. SUBCONTRACTOR will only be able to obtain the correction of the postponement.2. If punch-list items have been stated upon issue of the Final Acceptance Certificate. withhold. no longer in effect. under the SUBCONTRACT. It is expressly agreed that no document other than the Final Acceptance Certificate will be deemed to constitute an acknowledgement.3 21. of completion of any obligations under the SUBCONTRACT or any part thereof. If any Bond to be provided by SUBCONTRACTOR under the SUBCONTRACT is found to be unenforceable. 21. the guarantees covering works carried out after the date of Completion of the WORK shall remain in full force and effect. Filing of claims with the CLIENT and/or CONTRACTOR by SUBCONTRACTOR's creditors in connection with the WORK. Presentation of one or more invoices not in accordance with SUBCONTRACT requirements. Repeated non-compliance with SUBCONTRACT requirements.1 21. However.
2 22.ANG .1 FORCE MAJEURE Neither of the PARTIES will be considered in default under the SUBCONTRACT if it is prevented from fulfilling the whole or part of its obligations by an event of Force Majeure the consequences of which are not attributable to the negligence of the PARTY who invokes the event of Force Majeure. charge or encumbrance of any kind whatsoever. promptly remove such liens and indemnify and hold CONTRACTOR. irresistible and insurmountable despite the diligent efforts of the PARTY who invokes it. INCREASE OR DECREASE IN THE AMOUNT OF MAIN WORK SUBCONTRACTOR is responsible for checking on a regular basis the forecast increase or decrease in the amount of WORK in order to adapt. the property of CONTRACTOR. exceeds thirty five percent (35%) of the initial SUBCONTRACT PRICE.Project n° . It is hereby specified that an increase or decrease in a specific segment of the MAIN WORK exceeding thirty five percent (35%) of the initial prices of such portion. 22. 23. estimated on the basis of the initial unit prices of the SUBCONTRACT. 21. the CLIENT and other subcontractors harmless from and against any and all liabilities for the payment of the amount of any lien. such a request for VARIATION can be made as follows: Increase Time extension or change in the unit prices (one request excluding the other). Force Majeure shall mean any event which is unforeseeable. Page 0000 GTC _ S01 1 32 / 39 The performance of backcharge work by others shall not relieve SUBCONTRACTOR of any of its responsibilities or liabilities under the SUBCONTRACT.2.2 Decrease Compensation for reasonable documented portion of the profit not exceeding two percent (2%) of such anticipated profit that SUBCONTRACTOR would have made should it have performed the totality of the WORK initially planned.4 Liens SUBCONTRACTOR shall not pledge the whole or part of the SUBCONTRACT or any sums due or to become due under the SUBCONTRACT without the prior written APPROVAL of CONTRACTOR. SUBCONTRACTOR shall. Type Work code Serial n° Rev. 23. claimed against the WORK. 22. its resources to meet the requirements of the SUBCONTRACT SCHEDULE. shall not entitle SUBCONTRACTOR to request for a VARIATION if the overall amount of the MAIN WORK is not affected by more than thirty five percent (35%). property of the CLIENT and/or other subcontractors attributable to SUBCONTRACTOR or by any of its suppliers or subcontractors or by their respective employees and agents. such a request for VARIATION can be made only for time extension and only in case the overall amount of the MAIN WORK increases by more than thirty five percent (35%).1 GTC . making the performance of its obligations impossible. In the case where the unit prices cover direct and indirect costs. namely excluding VARIATIONS.Unit Doc.2. CONTRACTOR shall have the right to deduct from payments due to SUBCONTRACTOR any amounts required to discharge such liens. 22. 22. estimated on the basis of the initial unit prices of such portion.1 In the case where the unit prices cover only direct costs. if necessary. SUBCONTRACTOR may request a VARIATION for increases or decreases in the amount of WORK only if the increase or decrease in the overall amount of the MAIN WORK.
strikes (except national strikes). the CONTRACTOR shall have the right to terminate the whole or part of the SUBCONTRACT under the conditions provided for in Article 26. If the situation of Force Majeure extends over a period of more than forty five (45) DAYS after its notification. criminal activities. The affected PARTY shall notify the other PARTY. war (whether declared or not). preliminary decisions. 23. 24. usurpation of civil or military power. rebellion. the following shall not constitute events of Force Majeure: bad weather and its consequences.2 and 26. for the period or periods deemed necessary by CONTRACTOR. without the PARTIES being able to agree on the action to be taken. lock-out. The PARTY who has duly notified the other of the occurrence of an event of Force Majeure will be exempted from the performance of those obligations which are directly affected for a period strictly equal to the duration of the event of Force Majeure.Unit Doc. Upon receiving written notice from CONTRACTOR. studies. of the date from which the Force Majeure ceased.3. equipment and material. The fact that CONTRACTOR is prevented from performing the CONTRACT by reason of Force Majeure under the CONTRACT shall also constitute an event of Force Majeure. epidemics. transit or customs clearance of SUBCONTRACTOR’s EQUIPMENT or MATERIALS as well as problems encountered by SUBCONTRACTOR with its suppliers or its sublet subcontractors. The PARTIES shall use their best efforts to limit or overcome the consequences of Force Majeure in order to restore normal performance conditions.3. embargo. Notwithstanding the above.3. the following list: acts of God. civil war. GTC .3. 26. but not limited to. Page 0000 GTC _ S01 1 33 / 39 23. documents. 26. At the end of one hundred and eighty (180) consecutive DAYS after the notification of the event of Force Majeure. Failing this. photographs. the PARTY affected by the event of Force Majeure will be deemed to have accepted all the consequences thereof. Force Majeure can only be invoked by SUBCONTRACTOR if and to the extent that it is accepted and recognised as being Force Majeure by the CLIENT under the CONTRACT. SUBCONTRACTOR will have the right to terminate the whole or part of the SUBCONTRACT under the conditions provided for in Article 26. within seven (7) DAYS. A written declaration by a competent Chamber of Commerce or other independent authority confirming the truth of the facts and the date of effect of the events or Force Majeure contained in the notification shall be attached thereto. earthquake.4. Type Work code Serial n° Rev. technical difficulties or more onerous financial conditions in performing the WORK. or other natural physical disaster. the PARTIES shall meet in order to jointly decide on the required measures to be taken. maps and other documents obtained at the date of effect of the termination and SUBCONTRACTOR shall not be authorised to retain or divulge any material or fact connected with the SUBCONTRACT without the APPROVAL of CONTRACTOR.ANG . If the situation of Force Majeure extends over a period of more than thirty (30) DAYS after its notification. holidays or circumstances (foreseeable or unforeseeable) affecting transport. labour. or industrial disputes affecting SUBCONTRACTOR alone or together with other firms.3 The PARTY affected by the event of Force Majeure shall notify the other PARTY within ten (10) DAYS of the occurrence of such event.2.1 SUSPENSION OF THE WORK The CONTRACTOR may at any time request SUBCONTRACTOR to suspend the WORK in whole or in part. Termination will take effect fifteen (15) DAYS after the date of issue of the notice of termination. hostilities.2 and 26.4.Project n° .4. SUBCONTRACTOR shall individually bear all financial consequences of the Force Majeure situation under the SUBCONTRACT.4. 24. SUBCONTRACTOR shall stop performing the WORK that is suspended. SUBCONTRACTOR shall supply and/or return to CONTRACTOR any information. shortages of utilities.2 Examples of events of Force Majeure are given in. For the avoidance of doubt.2. riots.
2.2.1 a) b) c). he shall advise through a VARIATION request of its justified intention to claim reimbursement of the additional costs incurred as a result of the WORK suspension. grant an extension of the SUBCONTRACT SCHEDULE equal to the duration of the suspension.2. 24. the additional costs being reimbursed to SUBCONTRACTOR if there is a valid cause for a VARIATION under Article 12.3 unless the suspension is: a. Any additional costs incurred by SUBCONTRACTOR as a result of this suspension will be reimbursed to SUBCONTRACTOR as per the provisions of Article 24. or have the corrective actions carried out at SUBCONTRACTOR's cost. provided for elsewhere in the SUBCONTRACT. if SUBCONTRACTOR is entitled to any reimbursement. CONTRACTOR may: a. Page 0000 GTC _ S01 1 34 / 39 Throughout the duration of the suspension. required for the safety of personnel. e. SUBCONTRACTOR shall provide maintenance and protection of the WORK and/or PLANT.1 If the suspension was not due to reasons as described in Articles 24.ANG .3 Reimbursement of SUBCONTRACTOR's costs Subject to Article 24. If SUBCONTRACTOR takes the required actions within ten (10) DAYS of the notification of suspension. or. either give notice of SUBCONTRACT termination against SUBCONTRACTOR. due to SUBCONTRACTOR's non-compliance with contractual obligations or due to default on the part of the SUBCONTRACTOR.1 a) b) c).Unit Doc.2 the cost of the portion of the period of suspension beyond the first ninety (90) DAYS. CONTRACTOR will accept immediate resumption of the WORK.2 Resumption of WORK SUBCONTRACTOR shall only resume WORK in whole or in part after receiving written instruction from the CONTRACTOR.2 If the suspension was due to reasons described in Articles 24. or evict SUBCONTRACTOR in whole or part and replace him by another subcontractor in accordance with the SUBCONTRACT conditions.2. or b. or. necessary for the proper performance of the WORK. c. required for the safety of the whole or part of the WORK and/or PLANT. However.1 a) b) c) SUBCONTRACTOR shall meet the requests for remedial actions notified by the suspension without extension of the SUBCONTRACT SCHEDULE or reimbursement of any additional costs. unless the suspension was due to reasons as described here above in Articles 24. c.4. the CONTRACTOR will: a. or due to climatic conditions affecting the safety or quality of the WORK. 24. b. 24. b. Reimbursement of SUBCONTRACTOR's costs shall be limited to: ♦ standby charges GTC . suspensions with a cumulative duration of less than ninety (90) DAYS shall not entitle SUBCONTRACTOR to request a VARIATION other than for additional time extension as per Article 24. if the CONTRACTOR's requests have not been met by SUBCONTRACTOR. or. d. On expiry of this period of ten (10) DAYS. request an increase of the resources used by SUBCONTRACTOR so as to enable him to meet the contractual dates.Project n° . request a VARIATION compensating in addition to time extension as per Article 24. 24. or. Type Work code Serial n° Rev.1. For suspensions with a cumulative duration of ninety (90) DAYS or more SUBCONTRACTOR may.
Enter the SITE and temporary facilities. SUBCONTRACTOR shall incorporate the right to make such assignment into all its sublet sub-contracts and purchase orders. Use or have used at the cost and risk of SUBCONTRACTOR the whole or part of the SUPPLY and facilities intended for the completion of the WORK.2.1 SUBSTITUTION OF DEFAULTING SUBCONTRACTOR In the event of any default on the part of SUBCONTRACTOR in any of its obligations or warranties under the SUBCONTRACT.2 25. decide to replace SUBCONTRACTOR in the performance of the obligations or warranties in which SUBCONTRACTOR is found in default.5 25.Unit Doc. subject only to prior notice to SUBCONTRACTOR: Reinforce or have another subcontractor reinforce SUBCONTRACTOR for the performance of the WORK.2. as the case may be. the CONTRACTOR may. and dispose of the proceeds of the sale. 22.214.171.124 In the case described in Article 25.2. Type Work code Serial n° Rev.6 25. the latter and its securities shall pay the difference to CONTRACTOR who may use any legal means to recover it. Perform or have another subcontractor perform part of the WORK in lieu and place of SUBCONTRACTOR. Page 0000 GTC _ S01 1 35 / 39 ♦ direct costs of mobilisation and demobilisation associated with the suspension ♦ cost to maintain and safeguard the WORK No damages or loss of anticipated profit shall be paid to SUBCONTRACTOR. 25. evict SUBCONTRACTOR and choose to complete or have the WORK completed by another subcontractor. 25.3 25. CONTRACTOR shall have the right to replace SUBCONTRACTOR without any delay provided only SUBCONTRACTOR is notified of the replacement.2.2 25. 25.Project n° . such recovery being made as the case may be by way of set-off against amounts due or which become due by CONTRACTOR to SUBCONTRACTOR or by direct invoicing to SUBCONTRACTOR. or have the new subcontractor establish.7 25.1 25. Notwithstanding CONTRACTOR's other rights for compensation under the SUBCONTRACT.3 GTC . In case the above costs as recorded by CONTRACTOR exceed the amount due to SUBCONTRACTOR. CONTRACTOR may. Take possession of all or parts of the WORK and technical documents relating to the SUBCONTRACT. direct relations with the SUBCONTRACTOR's sublet subcontractors or suppliers. Instruct SUBCONTRACTOR to assign to CONTRACTOR all sublet subcontracts and purchase orders designated by CONTRACTOR. all costs incurred by the CONTRACTOR in exercising the rights of substitution of this Article shall be recoverable in full against SUBCONTRACTOR with an additional charge of fifteen (15%) covering administrative costs.2. Establish. CONTRACTOR will review and determine with impartiality the amount of reimbursements to be made for additional costs based on evidence of such additional costs sustained by SUBCONTRACTOR as a consequence of the WORK suspension duly supported by back-up documents auditable and verifiable furnished by SUBCONTRACTOR. SUBCONTRACTOR shall be found in default if he fails to remedy a notified default within the time period assigned for such remedy or to submit an acceptable plan to remedy the default stated by CONTRACTOR in its notification of default. at its own discretion. In case of emergency or if in CONTRACTOR’s opinion the best interests of the project are at stake. sell SUBCONTRACTOR’s EQUIPMENT and MATERIALS.ANG . in particular.2.
GTC . or if it waives. becomes insolvent or bankrupt or makes any arrangements with the creditors.ANG . 26. 26. all construction drawings.1. equipment or materials. 26.1. the SUBCONTRACTOR shall.1. CONTRACTOR may.2 In the event that SUBCONTRACTOR: a.3. Page 0000 GTC _ S01 1 36 / 39 26. if any. within the limits set by CONTRACTOR all or part of the rights arising from purchase orders. leave the SITE in accordance with the instructions or expressed requirements of CONTRACTOR.Project n° .1. If SUBCONTRACTOR fails to remedy or take appropriate steps to remedy the same within seven (7) DAYS of receipt of such notice. or liquidation of the SUBCONTRACTOR has been ordered or a trustee is appointed. 26.2 Allow CONTRACTOR. including.3. abandons the WORK. drawings and other data furnished to SUBCONTRACTOR by or on behalf of CONTRACTOR in connection with the SUBCONTRACT. materials and facilities of SUBCONTRACTOR.1 26. schedules.3. but not limited to CONSTRUCTION AIDS. at any time.3. at its own discretion and with or without any fault on the part of SUBCONTRACTOR. b. if they are owned by SUBCONTRACTOR shall be leased to the CLIENT at fair rates not exceeding those specified in the SUBCONTRACT.1 Effects of termination Whatever the reasons for termination. 26. representations or warranties set forth in the SUBCONTRACT. which. indicated in said notice. CONTRACTOR has the right to immediately terminate all or part of the SUBCONTRACT or to substitute SUBCONTRACTOR as per Article 25.1 Stop the WORK in the shortest possible time and in accordance with an agreed schedule or as indicated by CONTRACTOR so as not to affect the safety of persons and property. specifications and other documents and data prepared by SUBCONTRACTOR and its sublet subcontractors or suppliers in connection with the SUBCONTRACT as well as all documents.3 Assign to CONTRACTOR or to any third party designated by CONTRACTOR. c. without the need for formal procedures : 26. immediately upon receiving notice of termination or at the dates.Unit Doc.2 26. subcontracts or assigns the SUBCONTRACT or any right or interest thereof without having been expressly authorised so to do by CONTRACTOR. then CONTRACTOR may terminate the SUBCONTRACT by providing notice of termination to SUBCONTRACTOR 26. and shall deliver written notice to SUBCONTRACTOR for such purpose. without prejudice to any other right under the SUBCONTRACT or at law. including but not limited to those listed in Article 19. or contracts for the hire of construction labour. or any third party designated by CONTRACTOR to take possession of all the equipment.3 26.1 TERMINATION CONTRACTOR reserves the right to terminate the SUBCONTRACT. give a written notice of default to SUBCONTRACTOR stating the nature of default and requiring SUBCONTRACTOR to remedy the same.2.3. subcontracts. acts dishonestly or fraudulently. Event of Termination due to SUBCONTRACTOR In the event that: SUBCONTRACTOR commits any breach of its obligations. by providing SUBCONTRACTOR with at least twenty one (21) DAYS prior written notice.2. Type Work code Serial n° Rev.4 Deliver to CONTRACTOR or the designated third party. cancel or stop any order and subcontract if CONTRACTOR do not elect to take them over. plans.
equipment. the rights and obligations of the PARTIES shall be the same as if the notice of termination had been issued by CONTRACTOR without failure or default on the part of SUBCONTRACTOR. it is understood that any proceedings initiated prior to or after the notification of termination shall not suspend the effects of the termination. Rights to payment Termination for failure or default of SUBCONTRACTOR In case of termination for failure or default of SUBCONTRACTOR. Type Work code Serial n° Rev. notified without failure or default of SUBCONTRACTOR and not due to Force Majeure. SUBCONTRACTOR shall furnish within the usual period of time a Final Financial Statement which will be reviewed and adjusted.2.3. Failing this. If the SUBCONTRACTOR's sublet subcontractors or suppliers do not comply with such provisions. CONTRACTOR will estimate the actual amount of the payment due to SUBCONTRACTOR. SUBCONTRACTOR shall include in all its sublet subcontracts and purchase orders clauses providing for the case of termination and the possibility of automatic assignment of sublet subcontracts and purchase orders to CONTRACTOR within twenty one (21) DAYS of the notice of termination if CONTRACTOR elects to take over the said subcontracts and purchase orders. The final reconciliation of accounts also takes into account any liquidated damages remaining due by SUBCONTRACTOR as at the date of termination and any down payments made by CONTRACTOR prior to this date. with a view to recording the WORK performed.3. the SUBCONTRACTOR shall make every effort for the assignment of its sublet subcontracts and purchase orders to CONTRACTOR to take place.1 In the case of termination of part or all of the WORK. Settlement of the accounts for the SUBCONTRACTOR's WORK or for that part of the WORK affected by the termination is made on the basis of an inspection.5 Allow CONTRACTOR to take possession of all the WORK for which SUBCONTRACTOR has received payment or submitted advance requests in accordance with the contractual procedures. Page 0000 GTC _ S01 1 37 / 39 26. on the basis of the back-up documents auditable and verifiable submitted by SUBCONTRACTOR within one month of the date of effect of the termination in support of: ♦ costs committed for the preparation or start of the WORK cancelled by the termination.ANG . materials.4 26. CONTRACTOR may complete the WORK or employ any other subcontractor to complete the WORK and CONTRACTOR or other subcontractor may use all or part of the design. drawing up an inventory of materials procured as well as the CONSTRUCTION AIDS.3. If.2 Termination without failure or default of SUBCONTRACTOR 26.2 The guarantees obtained by the SUBCONTRACTOR for WORK performed up to the date of the termination shall remain in full force after the date of effect of the termination and up to the end of the WARRANTY PERIOD. engineering. 26.4.1. SUBCONTRACTOR shall be liable for all costs incurred by CONTRACTOR in completing the WORK by whatever method the CONTRACTOR may deem expedient and SUBCONTRACTOR shall have no right to claim for damages or loss of anticipated profit.Project n° .3 26. to complete the WORK. called in accordance with the procedure for the Completion of the WORK. by CONTRACTOR in order to enable final reconciliation of accounts for the SUBCONTRACT or that part of the SUBCONTRACT which is affected by the termination. as required. This inventory shall be complemented by properly identified and explanatory photographs. it is determined by arbitration that SUBCONTRACTOR was not in default. for the application of this Article.4. after termination notified for SUBCONTRACTOR's default.1 26.4. GTC . supplies and CONSTRUCTION AIDS furnished or procured by SUBCONTRACTOR in connection with the WORK. However. 26.Unit Doc. SUBCONTRACTOR shall cancel the said orders without delay and at no cost for the CONTRACTOR who shall be entitled to compensation for any resulting damages due to non-compliance with their respective obligations by SUBCONTRACTOR and its sublet subcontractors or suppliers.
♦ sum estimated by CONTRACTOR to cover costs committed by SUBCONTRACTOR for the execution of the WORK up to the date of receipt of the termination notice.Project n° .4. ♦ reasonable repatriation costs for the SUBCONTRACTOR's personnel engaged on the WORK at the date of termination. GOVERNING LAW .4. ♦ costs of SUBCONTRACTOR’s EQUIPMENT and MATERIAL reasonably ordered for the WORK which has been delivered to SUBCONTRACTOR and which it was obliged to accept. Page 0000 GTC _ S01 1 38 / 39 ♦ costs for SUBCONTRACTOR’s EQUIPMENT and MATERIAL reasonably ordered for the WORK which has been delivered to SUBCONTRACTOR and which he was obliged to accept. 27.2.1 27. No damages or loss of anticipated profit shall be paid to SUBCONTRACTOR.4. the cost of return to SUBCONTRACTOR's central depot of any CONSTRUCTION AIDS not transferred to.2 In the case of termination due to Force Majeure. loss of production as well as for any indirect and/or consequential loss or damage except in case of wilful misconduct. CONTRACTOR will estimate the actual amount of the payment due to SUBCONTRACTOR. GTC . Type Work code Serial n° Rev. ♦ sum estimated by CONTRACTOR to cover costs committed by SUBCONTRACTOR for the execution of the WORK up to the date of receipt of the termination notice. payment of the remaining twenty (20%) being made within thirty (30) DAYS of the Final Acceptance date.2. if so requested by SUBCONTRACTOR.2). 27. NO RECOURSE Unless otherwise provided in the SUBCONTRACT.ANG . 26. ♦ by CONTRACTOR for eighty percent (80%) of the balance. payment of the amounts due will be made as follows: ♦ by SUBCONTRACTOR. and paid for by. ♦ reasonable SITE clearing costs and.2. in the case of a debit account.3 Within thirty (30) DAYS of the settlement of account.4 shall be carried out without prejudice to the right of CONTRACTOR to claim compensation for damages caused by the termination except in case of termination without failure or default (Article 26. each PARTY hereby expressly waives all rights of recourse against the other for any loss of profit.4. CONTRACTOR.4. for the balance due. All differences or disputes arising out of or in connection with the SUBCONTRACT shall be resolved in accordance with the provisions specified in the Particular Terms and Conditions of Subcontract. on the basis of the back-up documents auditable and verifiable submitted by SUBCONTRACTOR within one (1) month of the date of effect of the termination in support of: ♦ costs committed for the preparation or start of the WORK cancelled by the termination.SETTLEMENT OF DISPUTES The SUBCONTRACT is governed by the law specified in the Particular Terms and Conditions of Subcontract.1) or due to Force Majeure (Article 26.4 The final reconciliation of the SUBCONTRACT accounts described in this Article 26. 26.2 28.Unit Doc. No damages or loss of anticipated profit shall be paid to SUBCONTRACTOR 26. in the case of a credit account further to a termination without fault of SUBCONTRACTOR.
ANG . All SUBCONTRACTOR staff down to and including foreman shall have a good command of the English language. SUBCONTRACT LANGUAGE . Page 0000 GTC _ S01 1 39 / 39 29.Project n° . 31. give any undertaking. NO WAIVER No term. subject to compliance with the SUBCONTRACT. All contractual documents and all correspondence and communications to be given and all other documentation to be prepared and supplied under the SUBCONTRACT shall be written in English and the SUBCONTRACT shall be construed and interpreted in accordance with that language. and that they are properly equipped. SUBCONTRACTOR shall perform all WORK in accordance with its own methods.1 CONFLICT OF INTEREST Neither SUBCONTRACTOR nor any of its subsidiaries or affiliates shall in connection with WORK enter into contract. right. SUBCONTRACTOR enters into the SUBCONTRACT and shall act as an independent subcontractor and not as a servant of CONTRACTOR in performing WORK. 30. SUBCONTRACTOR shall promptly notify CONTRACTOR of the identity of any employee. agent. right. maintaining complete control over its employees and sublet subcontractors and shall in no case represent CONTRACTOR or act in CONTRACTOR's name without prior written approval. or representative of CONTRACTOR who has at any time during performance of the work under the SUBCONTRACT any financial interest in SUBCONTRACTOR's business. documents in other languages shall be accompanied by an accurate English translation.3 GTC . No such waiver shall be a waiver of any past or future default.2 32. have any relation with third party or any other arrangement to perform any services or to supply goods or equipment which may be to CONTRACTOR's detriment. the CLIENT's or other subcontractor’s best interests. obligation or breach. obligation or breach shall not constitute waiver of any other term.NOTICES The language of the SUBCONTRACT is the English language or as otherwise specified in the Particular Terms and Conditions of the SUBCONTRACT. condition. If authorised by CONTRACTOR. right. Waiver of any term. organised and financed to perform such WORK. 32. condition. make any bid. Type Work code Serial n° Rev. Notices to SUBCONTRACTOR will be in writing and will be considered sent and received by SUBCONTRACTOR when they have been sent by registered post with acknowledgement of receipt or by any other mean of communication allowed for evidence of receipt to the last known address of the SUBCONTRACTOR or handed over to SUBCONTRACTOR or its representative on SITE against a receipt signed by a SUBCONTRACTOR's representative.Unit Doc. 32. Nothing contained in the SUBCONTRACT or any sublet subcontract awarded by SUBCONTRACTOR to its sublet subcontractors shall create any contractual relationship between CONTRACTOR and any such sublet subcontractors. unless otherwise specifically stated in writing and addressed to the other PARTY. INDEPENDENT SUBCONTRACTOR SUBCONTRACTOR undertakes that it and its sublet subcontractors are fully experienced and properly qualified to perform WORK. enter into a joint venture partnership. obligation or breach under the SUBCONTRACT shall be waived or be deemed to have been waived unless such waiver is in writing and addressed to the other PARTY. SUBCONTRACTOR shall perform its operations in a lawful manner which is consistent with the highest ethical standards of its business and shall exercise all care and diligence to prevent any actions or conditions which could result in a conflict with CONTRACTOR's. condition. 32. breach or modification of any of the terms or conditions under the SUBCONTRACT unless expressly stated in such waiver.