Article 11. Contractors Rights and Obligations
11.1. The Contractors Rightsa) xut vi nh thu v rising volume out
of the Contracts; refuse to perform Cng vic ngoi phm vi hp ng
without agreement by both parties and Yu cu bt hp php of the
Client.b) Change the approved method statement in order to y nhanh
Tin ,m bo cht lng,an ton hiu qu of the Works basing on the signed
Contract price.c) Access to the Site (Tip cn cng trng)- An
extension of time for any such delay, if completion is or will be
delayed, and- Payment of any such additional Cost, which shall be
included in the Contract Price.11.2. The Contractors
ObligationsNgoi vic performing all the Scope of Works in the
Contract, the Contractor also has Cc ngha v sau vi ch u t:- The
Contractor shall provide Nhn cng,vt liu,my mc,vt t v cc ti liu lien
quan khc, electricity (including electrical source), water
(including water source), cng trnh tm and other sufficient cost to
perform and complete the works and remedy any defects under the
signed Contract.- Provide his own project team to Qun l v gim st
the works and Hp tc vi Clients team and receive Tt c cc ch dn cn
thit and attend any meetings required by the Client;- Provide Cng
nhn lnh ngh,c nhiu kinh nghim to ensure proper execution and high
quality of works;- The Contractor shall execute construction works
Theo ng vi thit k,tiu chun,quy nh,tiu chun XD, ensure quality,
schedule, safety, environmental protection, and fire prevention;-
The Contractor shall be responsible for preparation of Bin php t
chc thi cng, Ghi nht k thi cng XD cng trnh, preparation of payment
documents, H s hon cng,Quyt ton hp ng , materials testing,
inspection of equipment and construction worksTheo ng quy nh ca hp
ng - The Contractor shall keep all information related to the
confidential Contract;- The Contractor shall reply in writing to
ngh hay yu cu of the Client within 07 days.- The Contractor shall
provide its credit agreement with a reputable Bank Cung cp ti chnh
cho gi thu in order not to affect Tin ca gi thu. Vic thanh ton chm
nht shall be made by the Client to the Contractor in accordance
with Article 18 and/or the Client shall be responsible for paying
interest for the late payment upon 14 days from the date the
Payment Documents is approved.11.3. Contractors Personnel (Nhn lc
nh thu)The Contractor's Personnel shall be appropriately trnh chuyn
mn,k nng kinh nghim in their respective/correlative trades or
occupations. If appropriate, the Contractor shall then Ch nh (or
cause to be appointed) 1 ngi thch hp thay th.The Contractor shall
at all times take all reasonable precautions to prevent any
unlawful, riotous or disorderly conduct by or amongst the
Contractor's Personnel, and to preserve peace and protection of
persons and property on and near the Site.11.4. Record of
Contractors Personnel and Equipment
The Contractor shall submit, to the Client, details showing the
number of each class of Contractor's Personnel and of each type of
Contractor's Equipment on the Site. Details shall be submitted each
calendar week, in a form approved by the Client, until the
Contractor has completed all work which is known to be outstanding
at the completion date stated in the Taking-Over Certificate for
the Works.
11.5. Co-operationThe Contractor shall be responsible to
cooperate with the Clients personnel, other Contractors employed by
the Client.Services for these personnel and other contractors may
include the use of Contractor's Equipment, Temporary Works or
access arrangements which are the responsibility of the Contractor.
If the Contractor incurs Cost beyond the Contract price, the
parties shall consider this as an additional cost.
11.6. Setting OutThe Contractor shall set out the Works in
relation to original points, lines and levels of reference
specified in the Contract. The Contractor shall be responsible for
the correct positioning of all parts of the Works, and shall
rectify any error in the positions, levels, dimensions or alignment
of the Works.The Client shall be responsible for any errors in
these specified or notified items of reference, but the Contractor
shall use reasonable efforts to verify their accuracy before they
are used.If the Contractor suffers delay and/or incurs Cost from
executing work which was necessitated by an error in these items of
reference, and an experienced contractor could not reasonably have
discovered such error and avoided this delay and/or Cost, the
Contractor shall give notice to the Client and shall be entitled
subject to Article 22 [Claim and Dispute Handing].
11.7. Site Conditions The Contractor shall be deemed to have
inspected and examined the Site, its surroundings, the above data
and other available information and to have been satisfied before
submitting the Tender as to all relevant matters, including
(without limitation):a) The form and nature of the Site, including
sub-surface conditions. b) The hydrological and climatic
conditions.c) The extent and nature of the work and materials
necessary for the execution and completion of the Works and the
remedying of any defects.d) The provisions of the labor law.e) The
Contractor's requirements for access, accommodation, facilities,
personnel, power, transport, water and other services.If the
Contractor encounters adverse physical conditions which he
considers to have been Unforeseeable, the Contractor shall give
notice to the Client as soon as practicable. This notice shall
describe the physical conditions, so that they can be inspected by
the Engineer, and shall set out the reasons why the Contractor
considers them to be Unforeseeable. The Contractor shall continue
executing the Works, using such proper and reasonable measures as
are appropriate for the physical conditions, and shall comply with
any instructions which the Engineer may give. If an instruction
constitutes a Variation, Article 20 [Risks and Force Majeure] shall
apply.
11.8. Way and Facilities
The Contractor shall bear all costs and charges for special
and/or temporary rightsof-way which he may require, including those
for access to the Site. The Contractor shall also obtain, at his
risk and cost, any additional facilities outside the Site which he
may require for the purposes of the Works.The Contractor shall use
reasonable efforts to prevent any road or bridge from being damaged
by the Contractor's traffic or by the Contractor's Personnel. These
efforts shall include the proper use of appropriate vehicles and
routes.Unless otherwise stated in these conditions:a) The
Contractor can not use or possess the whole road, pavements
regardless of whether it is public or being controlled by the
Client or others.b) The Contractor shall (as between the Parties)
be responsible for any maintenance which may be required for his
use of access routes.c) The Contractor shall provide all necessary
signs or directions along access routes, and shall obtain any
permission which may be required from the relevant authorities for
his use of routes, signs and directions.d) The Client shall not be
responsible for any claims which may arise from the use or
otherwise of any access route.) The Client does not guarantee the
suitability or availability of particular access routes. e) Costs
due to non-suitability or non-availability, for the use required by
the Contractor, of access routes shall be borne by the
Contractor.
11.9. Transport of Materials and EquipmentUnless otherwise
stated:a) The Contractor shall give the Client not less than 7
days' notice of the date on which any materials, equipment will be
delivered to the Site (including packing, loading, transporting,
receiving, unloading, storing and protecting all materials,
equipment).b) The Contractor shall indemnify and hold the Client
harmless against and from all damages, losses and expenses
(including legal fees and expenses) resulting from the transport of
materials, equipment.
11.10. Contractors EquipmentThe Contractor shall be responsible
for all Contractor's Equipment. When brought on to the Site,
Contractor's Equipment shall be deemed to be exclusively intended
for the execution of the Works. The Contractor shall not remove
from the Site any major items of Contractor's Equipment without the
consent of the Client. However, consent shall not be required for
vehicles transporting materials, equipment, or Contractor's
Personnel off Site.
11.11. Clients Equipment and Free - Issue Materials (if any)
a) The Client shall be responsible for Clients Equipment, except
thatb) The Contractor shall be responsible for each item of
Client's Equipment whilst any of theContractor's Personnel is
operating it, driving it, directing it or in possession or control
of it.
The appropriate quantities and the amounts due (at such stated
prices) for the use of Client's Equipment shall be agreed or
determined in the Contract. The Contractor shall pay these amounts
to the Client.The Client shall supply, free of charge, the
"free-issue materials" (if any) in accordance with the details
stated in the Specification. The Client shall, at his risk and
cost, provide these materials at the time and place specified in
the Contract. The Contractor shall then inspect them, and shall
promptly give notice to the Client of any shortage, defect or
default in these materials. Unless otherwise agreed by both
Parties, the Client shall immediately rectify the notified
shortage, defect or default.After this inspection, the free-issue
materials shall come under the care, custody and control of the
Contractor. The Contractor's obligations of inspection, care,
custody and control shall not relieve the Client of liability for
any shortage, defect or default not apparent from a visual
inspection.
11.12. ContractorsOperation on SiteThe Contractor shall confine
his operations to the Site, and to any additional areas which may
be obtained by the Contractor and agreed by the Client as working
areas. The Contractor shall take all necessary precautions to keep
Contractor's equipment and Contractor's personnel within the Site
and these additional areas, and to keep them off adjacent land.
During the execution of the Works, the Contractor shall keep the
Site free from all unnecessary obstruction, and shall store or
dispose of any Contractor's Equipment or surplus materials. The
Contractor shall clear away and remove from the Site any wreckage,
rubbish and Temporary Works which are no longer required.Upon the
issue of a Taking-Over Certificate, the Contractor shall clear away
and remove, from that part of the Site and Works to which the
Taking-Over Certificate refers, all Contractor's equipment, surplus
material, wreckage, rubbish and Temporary Works. The Contractor
shall leave that part of the Site and the Works in a clean and safe
condition. However, the Contractor may retain on Site, during the
Defects Notification Period, such materials, equipment as are
required for the Contractor to fulfill obligations under the
Contract.If all materials and equipment are not removed from the
site within 14 days after the Client issue Taking-Over Certificate,
the Client may sell or dispose materials and equipment and the
money from the sale of materials and equipment will be handed over
to the Contractor after deducting expenses incurred by the
Client.
11.13. Other relevant IssuesAll fossils, coins, articles of
value or antiquity, and structures and other remains or items of
geological or archaeological interest found on the Site shall be
placed under the care and authority of the Client. The Contractor
shall take reasonable precautions to prevent Contractor's Personnel
or other persons from removing or damaging any of these
findings.The Contractor shall, upon discovery of any such finding,
promptly give notice to the Client, who shall issue instructions
for dealing with it. If the Contractor suffers delay and/or incurs
Cost from complying with the instructions, the Contractor shall
give a further notice to the Client and shall be entitled subject
to Article 22 [Claim and Dispute Handing].
Article 12. Consultants Right and Obligations
12.1. The Consultants RightsThe Consultant who manages the
Contract is the person or firm engaged and authorized by the Client
on his behalf. The Consultant's staff shall include suitably
qualified engineers and other professionals who are competent to
carry out these duties.The Consultant shall have no authority to
amend the Contract.
The Consultant may exercise the authority attributable to the
Consultant as specified in or necessarily to be implied from the
Contract. If the Consultant is required to obtain the approval of
the Client before exercising a specified authority, the
requirements shall be as stated in the Contract. The Client
undertakes not to impose further constraints on the Consultant's
authority, except as agreed with the Contractor.However, whenever
the Consultant exercises a specified authority for which the
Client's approval is required, then (for the purposes of the
Contract) the Client shall be deemed to have given approval.Unless
otherwise stated in these conditions: a) Whenever carrying out
duties or exercising authority, specified in or implied by the
Contract, theConsultant shall be deemed to act for the Client.b)
The Consultant has no authority to relieve either Party of any
duties, obligations or responsibilities under the Contract.c) Any
approval, check, certificate, consent, examination, inspection,
instruction, notice, proposal, request, test, or similar act by the
Consultant (including absence of disapproval) shall not relieve the
Contractor from any responsibility he has under the Contract,
including responsibility for errors, omissions, discrepancies and
non-compliances.
12.2. Delegation by the ConsultantThe Consultant may from time
to time assign duties and delegate authority to assistants if
approved by the Client. These assistants may include a resident
engineer, and/or independent inspectors appointed to inspect and/or
test items of plant and/or materials. The assignment, delegation
shall be in writing and shall not take effect until copies have
been received by the Client. However, unless otherwise agreed by
both Parties in the Contract or the Client, the Client shall not
delegate the authority to determine any matter. The
Engineer/RepresentativeConsultant who are intended to replace shall
be suitably qualifed, professionals and approved by the
Client.Assistants shall be suitably qualified persons, who are
competent to carry out these duties and exercise this
authority.Each assistant, to whom duties have been assigned or
authority has been delegated, shall only be authorized to issue
instructions to the Contractor to the extent defined by the
delegation. Any approval, check, certificate, consent, examination,
inspection, instruction, notice, proposal, request, test, or
similar act by an assistant, in accordance with the delegation,
shall have the same effect as though the act had been an act of the
Consultant. However:a) Any failure to disapprove any work, plant or
materials shall not constitute approval, and shall therefore not
prejudice the right of the Consultant to reject he work, plant or
materials.b) If the Contractor questions any determination or
instruction of an assistant, the Contractor may refer the matter to
the Consultant, who shall promptly confirm, reverse or vary the
determination or instruction.
12.3. Instruction of the ConsultantThe Consultant may issue to
the Contractor (at any time) instructions and additional or
modified Drawings which may be necessary for the execution of the
Works and the remedying of any defects, all in accordance with the
Contract. The Contractor shall only take instructions from the
Consultant, or from an assistant.The Contractor shall comply with
the instructions given by the Consultant or delegated assistant, on
any matter related to the Contract. Whenever practicable, their
instructions shall be given in writing. If the Consultant or a
delegated assistant:a) gives an oral instruction, b) receives a
written confirmation of the instruction, from (or on behalf of) the
Contractor, within 2 working days after giving the instruction,
and
c) does not reply by issuing a written rejection and/or
instruction within 2 workings days after receiving the
confirmation,then the confirmation shall constitute the written
instruction of the Consultant or delegated assistant (as the case
may be).
12.4. Replacement of the ConsultantIf the Client intends to
replace the Consultant, the Client shall, not less than 07 days
before the intended date of replacement, give notice to the
Contractor of the name, address and relevant experience of the
intended replacement Consultant. The Client shall not replace the
Consultant with a person against whom the Contractor raises
reasonable objection by notice to the Client, with supporting
particulars.12.5. Determinations of the ConsultantThese conditions
provide that the Consultant shall proceed in accordance with this
Sub-Clause to agree or determine any matter, the Consultant shall
consult with each Party in an endeavor to reach agreement. If
agreement is not achieved, the Consultant shall make a fair
determination in accordance with the Contract, taking due regard of
all relevant circumstances.The Consultant shall give notice to both
Parties of each agreement or determination, with supporting
particulars. Each Party shall give effect to each agreement or
determination unless and until revised under Article 22 [Claims and
Disputes handing].
Article 13. Construction Supervision Consultants Rights and
Obligations
13.1. Rights of the Construction Supervision Consultant
The Construction Supervision Consultant is the person who shall
carry out the duties assigned by the Client as described in the
Contract and as per provision of Laws. The Construction Supervision
Consultant's staff shall include suitably qualified engineers and
other professionals who are competent to carry out these duties.The
Construction Supervision Consultant shall have no authority to
amend the Contract.The Construction Supervision Consultant may
exercise the authority attributable to the Construction Supervision
Consultant as specified in or necessarily to be implied from the
Contract. If the Construction Supervision Consultant is required to
obtain the approval of the Client before exercising a specified
authority, the requirements shall be as stated in the Contract. The
Client undertakes not to impose further constraints on the
Construction Supervision Consultant's authority, except as agreed
with the Contractor.Unless otherwise stated in these conditions:a)
The Construction Supervision Consultant has no authority to relieve
either Party of any duties, obligations or responsibilities under
the Contract.b) Any approval, check, certificate, consent,
examination, inspection, instruction, notice, proposal, request,
test, or similar act by the Construction Supervision Consultant
(including absence of disapproval) shall not relieve the Contractor
from any responsibility he has under the Contract, including
responsibility for errors, omissions, discrepancies, and
non-compliances.13.2. Responsibilities of the Construction
Supervision ConsultantSupervision of quality of the construction
Works.The content of supervision shall comply with the law on
management of construction works quality. 13.3. Replacement of the
Construction Supervision Consultant
If the Client intends to replace the Construction Supervision
Consultant, the Client shall, not less than 07 days before the
intended date of replacement, give notice to the Contractor of the
name, address and relevant experience of the intended replacement
Construction Supervision Consultant. The Client shall not replace
the Construction Supervision Consultant with a person against whom
the Contractor raises reasonable objection by notice to the Client,
with supporting particulars.Article 14. Subcontractor14.1.
Subcontracting shall satisfies the following conditions:a) If
Subcontractors are not in the list attached to the Contract, it
shall need to be approved by the Client.b) The Contractor shall
take the responsibility for schedule, quality, safety and
environment, work defect undertaken by the Contractor and its
Subcontractor.c) The Contractor is not allowed to sublet all the
contractual scope of work.
14.2. Subcontractor appointed by the Client (if any)a)
Subcontractor appointed by the Client is one whom the Client
recommended to be hired by the Contractor in order to perform part
of works that requires high level of skill or technical knowhow or
when the Contractor is not be able to satisfy the Schedule of the
Contract as required by the Client. b) The Contractor reserves the
right to reject the Subcontractor appointed by the Client if the
works being performed by the Contractor are within contractual
agreement or if the Contractor provide clarification that the
Subcontractor appointed by the Client does not qualify for the
contractual requirements.
14.3. The Client may directly make the payment to the
Subcontractor based on the Contractors request.
Article 15. Labor Safety, Protection of the Environment, Fire
Fighting and Prevention
15.1. Labor Safetya) The Contractor shall prepare safety plan to
ensure safety of workers, structures, equipment, and people around
the area. b) Safety methods and rules on safety shall be displayed
on the construction site for everyone to see and obey. It shall
include instructions and warnings to prevent accidents in all
locations at all times.c) Parties responsible shall regularly
inspect and supervise the work of occupational safety on site and
they shall suspend construction upon detection of any violations or
wrongdoings. Organizations and individuals who knowingly or
unknowingly allowed any violation of occupational safety to happen
under their management will be held responsible under the law.d)
The contractor will be responsible for training, guidance and
instructing regulations on occupational safety for employees.
Client may required certificate of training for some specialized
works that required special safety trainings.e) The contractor
shall provide adequate safety equipment for employees.In case of
accident or occurrence of safety related problems, contractor and
related parties will be responsible in solving the issue and report
to labor safety management of state. The contractor has to resolve
and compensate the damage caused by their unsafe working methods in
accordance with the provisions of the law.15.2. Protection of the
Environment
The Contractor shall take all reasonable steps to protect the
environment (both on and off the Site) and to limit damage and
nuisance to people and property resulting from pollution, noise and
other results of his operations.The Contractor shall ensure that
emissions, surface discharges and effluent from the Contractor's
activities shall not exceed the values indicated in the
Specification, and shall not exceed the values prescribed by
applicable Laws.15.3. Fire Fighting and Prevention
All Parties in the Contracts shall comply with the provisions of
the state about fire fighting and prevention.Article 16.
Electricity, Water and Site Security
16.1. Electricity, Water on Site
The Contractor shall, except as stated below, be responsible for
the provision of all power, water and other services he may
require.
The Contractor shall be entitled to use for the purposes of the
Works such supplies of electricity, water, gas and other services
as may be available on the Site and of which details and prices are
given in the Specification. The Contractor shall, at his risk and
cost, provide any apparatus necessary for his use of these services
and for measuring the quantities consumed. The Contractor shall pay
the quantities consumed and cost for the above services as
specified in the Contract.
16.2. Site Security
Unless otherwise stated:
a) The Contractor shall be responsible for keeping unauthorised
persons off the Site, and
b) Authorised persons shall be limited to the Contractor's
personnel and the Client's personnel; and to any other personnel
notified to the Contractor, by the Client.Article 17. Suspension
and Termination of the Contract by the Client
17.1. Suspension of the Contract by the Client
If the Contractor fails to carry out any obligation under the
Contract, the Client may by notice require the Contractor to make
good the failure and to remedy it within a specified reasonable
time.
The Client may decide to suspend the Contract if the Contractor
does not meet the requirements of quality, labor safety and signed
schedule.
Prior to the suspension, the Client shall notify the Contractor
in writing not less than 7 days and the notice shall state clearly
the reasons for suspension.
17.2. Termination of the Contract by the Client
The Client shall be entitled to terminate the Contract if the
Contractor:
a) Fails to comply with Sub-Clause 4.1 [Performance Security] or
with a notice under Sub-Clause
17.1 [Suspension of the Contract by the Client] of this
Contract.
b) Abandons the Works or otherwise plainly demonstrates the
intention not to continue performance of his obligations under the
Contract.
c) Stops working for 10 consecutive days without reasonable
excuse.
d) Subcontracts the whole of the Works or assigns the Contract
without the required aggrement.
) Becomes bankrupt or insolvent, goes into liquidation, has a
receiving or administration order made against him, compounds with
his creditors, or carries on business under a receiver, trustee or
manager for the benefit of his creditors, or if any act is done or
eventoccurs which (under applicable Laws) has a similar effect to
any of these acts or events;
In any of these events or circumstances, the Client may, upon
giving 7 days' notice to the Contractor, terminate the Contract and
expel the Contractor from the Site. However, in the case of
sub-paragraph (), the Client may by notice terminate the Contract
immediately. The Client's election to terminate the Contract shall
not prejudice any other rights of the Client, under the
Contract.
The Contractor shall then leave the Site and deliver any
required materials, all Contractor's documents, and other design
documents made by or for him, to the Client. However, the
Contractor shall use his best efforts to comply immediately with
any reasonable instructions included in the notice for the
protection of life or property or for the safety of the Works.
After termination, the Client may complete the Works and/or
arrange for any other entities to do so. The Client and these
entities may then use any materials, Contractor's documents and
other design documents made by or on behalf of the Contractor.
The Client shall then give notice that the Contractor's
equipment and Temporary Works will be released to the Contractor at
or near the Site. The Contractor shall promptly arrange their
removal, at the risk and cost of the Contractor. However, if by
this time the Contractor has failed to make a payment due to the
Client, these items may be sold by the Client in order to recover
this payment. Any balance of the proceeds shall then be paid to the
Contractor.
In special cases, the Client shall be entitled to terminate the
Contract, at any time for the Client's convenience, by giving
notice of such termination to the Contractor. The termination shall
take effect 14 days after the later of the dates on which the
Contractor receives this notice or the Client returns the
Performance Security.
17.3. Valuation at Date of Termination
As soon as practicable after a notice of termination under
Sub-Clause 17.2 [Termination by the Client] has taken effect, the
Client shall proceed to agree or determine the value of the Works,
materials and Contractor's documents, and any other sums due to the
Contractor for work executed in accordance with the Contract.
17.4. Payment after Termination
After a notice of termination under Sub-Clause 17.2 [Termination
by the Client] has taken effect, the Client may:
a) Withhold further payments to the Contractor until the costs
of execution, completion and remedying of any defects, damages for
delay in completion (if any), and all other costs incurred by the
Client, have been established, and/or
b) Recover from the Contractor any losses and damages incurred
by the Client and any extra costs of completing the Works, after
allowing for any sum due to the Contractor. After recovering any
such losses, damages and extra costs, the Client shall pay any
balance to the Contractor.
17.5. Cessation of Work and Removal of Contractors
Equipment.
After a notice of termination under Sub-Clause 17.2 [Termination
by the Client] has taken effect, the Contractor shall promptly:
a) Cease all further work, except for such work as may have been
instructed by the Client for the protection of life or property or
for the safety of the Works. b) Hand over Contractor's documents,
plant, materials and other work, for which the Contractor has
received payment.
c) Remove all other materials from the Site, except as necessary
for safety, and leave the Site.Article 18. Suspension and
Termination of the Contract by the Contractor
18.1. Contractors Entitlement to Suspend Work
If the Client fails to comply with Sub-Clause 8.4 [Payment
Period], The Contractor may suspend works if he has not received
any due payment after 30 days from the date that they should be
paid. However, the Contractor shall give at least 14 days written
notice of their intention to suspend work (or reduce the rate of
work) unless and until the Contractor has received the payment
under the Contract.
The suspension of work by the Contractor under this Sub-Clause
shall not prejudice his entitlements to financing charges and to
termination under Sub-Clause 18.2 [Termination by the
Contractor].
If the Contractor subsequently receives payment before giving a
notice of termination, the
Contractor shall resume normal working as soon as is reasonably
practicable.
If the Contractor suffers delay and/or incurs Cost as a result
of suspending work (or reducing the rate of work) in accordance
with this Sub-Clause, the Contractor shall give notice to the
Client and shall be entitled subject to Article 22 of the Contract
[Claim and disputes handling].
18.2. Termination of the Contract by the Contractor
The Contractor shall be entitled to terminate the contract
if:
a) The Contractor does not receive the payment within 60 days
from the submission of adequate payment with supporting
documents.
b) The Client substantially fails to perform his obligations
under the Contract;
c) The suspension is longer than 45 days;
d) The Client becomes bankrupt or insolvent, goes into
liquidation, has a receiving or administration order made against
him, compounds with his creditors, or carries on business under a
receiver, trustee or manager for the benefit of his creditors, or
if any act is done or event occurs which (under applicable Laws)
has a similar effect to any of these acts or events.
In any of these events or circumstances, the Contractor may,
upon giving 7 days' notice to the Client, terminate the Contract.
However, in the case of subparagraph (d), the Contractor may by
notice terminate the Contract immediately.
18.3. Payment on Termination
After a notice of termination under Sub-Clause 18.2 [Termination
by the Contractor] takes effect, the Client shall promptly:
a) Return the Performance Security to the Contractor;
b) Release any due payment to the Contractor. Article 19.
Insurance and Warranty
19.1. Insurance
a) The Client shall be responsible to purchase the insurance for
works. If the Client has bought the insurance for works; when loss
and damage occuring to works belong to scope of works of the
Contractor, the Contractor shall perform the procedures required in
order to receive the compensation. The Client will not take
responsibility if the Contractor does not perform the above
procedures. In case the Contractor can receive the compensation
then the Contractor shall be deductible in accordance with the
provision under contract of insurance service signed between the
Client and the Provider of insurance service. b) The Contractor
shall be responsible to purchase the insurance for equipments, all
his staff and third-party:
- Contractors Plant and Equipment (CMP) Insurance: Limit of
indemnity shall be equal to new replacement value;
- Workmens Compensation Coverage: Limit of indemnity at least 30
times of monthly salary.
The Contractor shall submit all insurance documents to the
Client and Consultant for review prio to mobilize to the site.
19.2. Warranty
After Taking Over Certificate has been issued, the Contractor
shall give a warranty to the Works within 2 years from taking over
date.
During warranty period, the Contractor shall repair at his own
cost all mistakes and defects due to poor workmanship during
construction. All mistakes and defects shall be repaired not later
than 7 days after receiving the notice from the Client. Beyond that
date, if the Contractor fails to carry out the repair works, the
Client has right to engage another Contractor to do all the repair
works and all the related cost shall be paid by contractor.Article
20. Risks and Force Majeure
20.1 Risks and Force Majeure
a) Risks are bad problem affects negatively on implementing
contract.
b) Force majeure is one of risks can not against if it occurs
and can not predict when signing contract such as earthquake,
typhoon, flood, tsunami, hurricane, volcanic activity, war,
disease.
c) When one Party in force majeure, they shall notify in
writting to the other as soon as practicable. 20.2. Consequences of
Risks
If and to the extent that any of the risks listed in Sub-Clause
20.1 above results in loss or damage to the Works, Material,
Equipmen or Contractor's Documents. the Contractor shall promptly
give notice to the Client and shall rectify this loss or damage to
the extent required by the Client.
20.3. Responsibilities of Contractor
The Contractor shall take full responsibility for the care of
the Works and Materials, Equipment from the Commencement Date until
the Taking-Over Certificate is issued (or is deemed to be issued
under Sub-Clause 6.5 [Taking Over of the competed Works and
Sections] for the Works, when responsibility for the care of the
Works shall pass to the Client. If a Taking-Over Certificate is
issued (or is so deemed to be issued) for any Section or part of
the Works, responsibility for the care of the Section or part shall
then pass to the Client.
After responsibility has accordingly passed to the Client, the
Contractor shall take responsibility for the care of any work which
is outstanding on the date stated in a Taking-Over Certificate,
until this outstanding work has been completed.
If any loss or damage happens to the Works, Materials,
Equipment, or Contractor's Documents during the period when the
Contractor is responsible for their care, from any cause not listed
in this Sub-Clause, the Contractor shall rectify the loss or damage
at the Contractor's risk and cost, so that the Works, Material,
Equipment, and Contractor's Documents conform with the
Contract.
The Contractor shall also be liable for any loss or damage which
occurs after a Taking Over Certificate has been issued and which
arose from a previous event for which the Contractor was
liable.
20.4. Compensation for Risks
The Contractor shall be responsible for and compensate for any
damages, complaints, lossess and cost (including legal cost) to the
Client and the Clients employees that are related to:
a) Physical damages, disease of fatal incident of any person
occur due to the execution and completion of the works and defect
handling except for the fault or intention of violation of the
Client, the Clients employees or any other representative.
b) Damages or missing of any properties, real estate or personal
possesion (that are not within the works) under the circumstances
that those damages or missings:
- Occur from or during the process or due to the execution and
completion of the works and defect handling;
- To be considered due to the careless or intention of violation
of the Contractor, the Contractors employees or any other person
directly or indirectly hired.
The Client shall be responsible for and compensate for any
damages, complaints, lossess and cost (including legal cost) to the
Contracor and the Contractors employees that are related to
Physical damages, disease of fatal incident due to the carless or
intention of violation of the Client, the Emloyers employees. 20.5.
Notifications of Force Majeure
If the performance obligations of any party is prevented due to
force majeure, the Party shall give Notice to the other clarifying
the conditions and delayed or to be delayed obligations. The
Notifications shall be given as soon as that Party has been aware
of the conditions or supposed to be aware of the cause for fore
majeure.
The Party, once having given the Notifications shall be relieved
from the obligations during the period when force majeure delay
their works.
Under any circumstances of this Sub-Clause, force majeure shall
not be applied to the contractual payment obligations.
20.6. Consequences of Force Majeure
If the Contractor is prevented from performing of any
contractual obligations by Force majeure of which Notification has
been given under Sub-Clause 20.5 and suffers delay or incur cost by
reason of such force majeure, the Contractor shall be entitled to
Article 22:
a) an extension of time for any such delay, if completion is or
will be delayed under Sub-Clause 7.3
b) If the event or circumstance is of the kind described in (b)
of Sub-Clause 20.1, payment of any such cost.
Upon receipt of such Notification the Client shall consider to
come to an agreement of handling the issues.
20.7. Termination of Contract due to Force Majeure, Payment and
Release
If the execution of the works is prevented for a continuous
period of 60 days by reason of force majeure of which notification
has been given under Sub-Clause 20.5 or for multiple periods which
total more than 60 days due to the same notified force majeure then
either party may serve a notice of contract termination. In this
event the termination shall take effect 14 days after the notice is
given.
Upon such termination, the Client shall pay the Contractor:
a) The amount payable for any works carried out by the
Contractor for which a price is stated in the
Contract.
b) The cost of equipments and materials for the works which have
been delivered to the Contractor, or of which the Contractor is
liable to accept delivery: this equipments and materials shall
become property of (and be at the risk of) the Client when paid for
by the Client and the Contractor shall place the same at the
Clients disposal.
c) Any other cost or liability which in the circustances was
reasonable inccured by the Contractor in the expectation of
completing the works.
d) The cost of removal of temporary works and equipments from
the site and return of these items to the Contractors work. e) The
cost of repatriation of the Contractors employees and labour
employed wholly in connection with the work at the time of
termination.
iu 21. Pht vi phm hp ng
i vi Nh thu: nu chm tin th pht 0,5% gi hp ng cho 01 ngy chm nhng
tng s tin pht khng qu 12% gi tr hp ng b vi phm.
Article 21. Contract Penalty
Penalty of 0,5% of Contract Price per 01 day of delay but not
exceeding 12% of contract price shall be applied to the
Contractor.Article 22. Claims and Disputes Handling
22.1. Claims
As per Decree No. 48/2010/N-CP dated May 7, 2010 of the
Government.
22.2. Disputes Handling
When disputes arise during the contract performance, the Parites
shall try to handle by amicable settlement.
If amicable settlement is not reached within 30 days from the
date the disputes arise, the contracting Parites shall refer and
submit the dispute to a proper and competent arbitration court (or
The Peoples Court) as per Vietnamese Law. The decision of the
arbitration court (or The Peoples Court) shall be final and binding
to both Parties. The cost incurred for the arbitration proceedings
shall be borne by the loosing party.
22.3. Terminated or cancled contract shall not affect the terms
of dispute handling
Article 23. Settlment of the Contract and Liquidation
23.1. Settlement of the Contract
Within 21 days upon receipt of Taking over Minutes for the
completion of all contractual works, the Contractor shall submit to
the Client 08 copies of documents for Settlement of the Contract
including the documents in the form which was approved by the
Client:
- The Taking Over Cirtificate;
- Additional work confirmation (if any); - Payment settlement
calculation in which paid amount and balance amount to be clearly
mentioned;
- As built documents, execution diary;
- Other documents as per contract (if any).
The time for submission of stettement shall be no later than 21
days from the date of taking over the works, including additional
work, if any.
23.2. Contract Liquidation
a) The Contract shall be liquided in case
- Both Parties have fully fulilled their contractual
obligations;
- The Contract has been terminated (cancled) as per Article 18,
17
b) The Contract liquidation shall be completed within 21 days
from the date the Parties completed their obligations or the
Contract is terminated (cancelled) as stated in (a) of the
Sub-Clause 2 of this Article.
23.3. Termination of the Clients Liability
The Client shall not be liable to the Contractor for any thing
that under the Contract or related to the Contract after the
Contract has been liquidated.
Article 24. Validity of Contract
24.1. Contract Valid Time
The Contract shall become effective on the date the followings
are fulfilled: - Both Partities have signed this Contract
Agreement
- The Client has received Performance Security,
- The Client has received Advance Payment Bond,
- The Contractor has received Advance Payment, and
- The Client has handed-over the working area and construction
drawings to the Contractor.
24.2. Legality of the Contract
a) The valid Contract shall be legal basic of which the Client,
Contractor and related parties take the responsibility to perform
the obligations.
b) The valid contract shall be the basis to handle disputes
between parties. Any disputes arise not under the Contract shall be
handled based on related and prevailing laws and regulations.
Article 25. General Provisions
25.1. The Parties hereby commit to perform the terms and
conditions specified in this Contract.
25.2. The Contract is made into 6 copies in billingual. If case
of any discrepancies between Vietnamese and English version,
Vietnamese version shall be govern. The Client keeps 4 copies and
the Contractor keeps 2 copies.
I DIN CH U T
FOR AND ON BEHALF OF THE CLIENT I DIN NH THU
FOR AND ON BEHALF OF THE CONTRACTOR