ARTICLE 1A. DEFINITIONS AND DESCRIPTIONS · Web viewincluding all relevant taxes and fees, including but not limited to Value Added Tax (VAT), import tax, contractor taxes, and other

APPLICABLE FROM JUNE 1st 2016

HONDA VIETNAM COMPANY LIMITED

EPC CONTRACT

HF.FM.UFC.95KI.01

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PARTICULAR CONDITIONS

I. Basement for signing Contract

- Civil Code No. 33/2005/QH dated 14th June 2005 of the XI National Assembly

- Law on Construction No. 50/2014/QH13 dated 18th June 2014 of the XIII National

Assembly;

- Decree No. 59/2015/ND-CP dated 18 June 2015 of the Government on construction

project management;

- Decree No. 46/2015/ND-CP dated 12 May 2015 of the Government on quality control

and maintenance of construction project;

- Decree No. 37/2015/ND-CP dated 22 April 2015 of the Government on the Contracts in

the construction activities;

- Circular No. 08/2010/TT-BXD dated 29 July 2010 of Ministry of Construction on

guiding the method on adjustment of price of construction contract;

- Law on Fire prevention and fighting No. 40/2013/QH13 dated 22 November 2013 of the

XIII National Assembly

- Bidding documents; and

- Other relevant legal documents.

This contract is made and signed on between the following Parties:

II. Contracting Parties

1. The Owner

Name of Company : Honda Vietnam Company Limited

Address : Phuc Thang Ward, Phuc Yen Town, Vinh Phuc Province

Representative by : Mr. Toshiyuki Takada

Title : General Manager of Purchasing Unit

Tel : 84-211- 3868888 Fax : 84-211-3868900

Bank Account No. : 2890211-000300

At : Agribank, Phuc Yen Branch

Account Name : Honda Vietnam Company Limited

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Tax code : 2500150543

And

2. The Contractor

Name of Company :

Address :

Representative by :

Title :

Tel : Fax :

Bank Account No. :

At :

Account Name :

Tax code :

The Parties hereby agree to sign the Contract for the implementation of the bidding package

“ " (hereinafter referred to as “Contract”) owned by Honda Vietnam Company Limited

with the terms and conditions as follows:

1. Location: Honda Vietnam - Phuc Thang - Phuc Yen - Vinh Phuc

2. Project Schedule

Date of Commencement : ……./……./ 2018

Date of Completion : ……./……./ 2018

3. Contract Price: (In words: , included VAT 10%) , including:

Contract Price before tax : VND

Value Added Tax (10%) : VND

Contract Price after tax : VND

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The above Contract Price is a lump sum contract price (hereinafter referred to as “Contract

Price”) including all relevant taxes and fees, including but not limited to Value Added Tax

(VAT), import tax, contractor taxes, and other taxes and fees as stipulated in Article 4 in

General Conditions of the Contract. These taxes and fees, if any, shall be calculated and paid

in full by the Contractor.

4. Payment of Contract Price

The Owner shall make each time of payment by transferring to the Contractor's bank account

in Vietnam dong.

The payment of total Contract Price shall be made on or after the completion of jobs (in whole

or in part), testing the quality that meets all the requirements of the Owner; and at least 25 days

before the payment due date, the Owner receives the original invoice issued by the Contractor

and other necessary documents according to the request of the Owner.

Payment times: Every month, payment shall be made by the Owner in 03 (three) occasions on

2nd, 12th, 23rd day of the month.

The payment process is as follows:

Payment 100% contract value after the Purchaser receives the followings documents:

+ Signed hand over minute.

+ Regular invoice issued by the Seller

+ Seller submits the valid Guarantee Bond with the amount equal to five percent (5%) of

total contract price which issued by the the Seller’s Bank for one year (01) of Guarantee period

from issue date.

+ Payment proposal documents with value of 100% of contract price (indicate name and no.

of Bank’s account).

+ Contract termination with signatures from both Parties.

5. Contract Documents

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The Contract documents include the following documents. In case of inconsistency and

discrepancy between the documents of the Contract, the documents shall be referred to by the

priority order as listed below:

1) EPC Contract (including particular conditions, general conditions and amendations,

supplements (if any))

2) Quotation dated (if any)

3) Drawings and specifications, both are prepared by the Contractor and to be approved by the

Owner, technical sheets upon request of the Owner agreed by competent agencies in case

required by law.

4) Bidding Submission and its amendments

5) Bidding invitation Dossier and its amendments

6) Others (if any)

6. Trial period:

7. The Defects Liability Period 12 monthThe Defects Liability Period applicable to all works included herewith shall be 12 month from the handover date of the Works to the Owner.Errors under warranty scope must be repaired, overcome by the Contractor in a reasonable time

after receiving of the warranty claim notice from the Owner. In any cases, the repairmen must be

started within 07 days after the Contractor receives of the warranty claim notice from the Owner.

8. Performance Guarantee of Contracts

- Guarantee value 5 % Contract price

- Time for submitting guarantee certificate: 07 days since the signing date of the Contract

9. Insurance

9.1 The Contractor shall be responsible for purchasing and maintaining necessary insurances

until the completion of the Job, namely:

1) Human accident insurance

2) Contractor’s all-risks insurance

All above types of insurance has its value of respectively limited amount which is

appropriate and relevant to job scope and construction conditions. This insurance shall

indicate the Owner's name as the insurance beneficiary

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9.2 The human accident insurance shall only cover all Contractor’s workers and staffs, the

Owner shall be responsible for buying and maintaining such kind of insurance for its staff.

10. Penalty for late implementation of Contract: calculated at the rate equivalent to 0.8 %

Contract Price for every day of delay but the total penalty should not exceed the maximum

penalty permitted by the laws.

11. Penalty for breaching quality and quantity of work of Contractor: penalty level

equivalent to 8 % Contract Price.

12. Penalty for late payment of Owner: Contractor is entitled to require the Owner to pay

interest on late payment in accordance with basic interest rate announced by the State Bank at

the time of payment corresponding to the period of late payment,

13. Governing Law

This Contract shall be governed and construed in accordance with the laws of Vietnam

14. Language

This Contract is made in Vietnamese and English, if a part or the whole of this Contract is

translated into Japanese, and in case of any discrepancy or difference in interpretation between

the Japanese and the Vietnamese or the English, the Vietnamese version shall be applied.

15. Validity of Contract

This Contract takes effect from the signing date and terminates its validity when the Project was

fully done by the Contractor under this Contract.

For and on behalf of

HONDA VIETNAM COMPANY

LIMITED

For and on behalf of

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Mr. Toshiyuki Takada

General Manager of Purchasing Unit

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GENERAL TERMS & CONDITIONS

OF

EPC CONTRACT

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CONTENTSARTICLE 1A. DEFINITIONS AND DESCRIPTIONS...........................................................................................11

ARTICLE 1B. GENERAL PRINCIPLES.................................................................................................................12

ARTICLE 1C. CONTENTS AND SCOPE OF WORKS.........................................................................................13

ARTICLE 1D. QUALITY AND TECHNICAL REQUIREMENTS.......................................................................14

ARTICLE 1E. ADDITIONAL PROVISION.............................................................................................................19

ARTICLE 2. CONSTRUCTION AREA, SITE........................................................................................................20

ARTICLE 3. COMMITMENTS..........................................................................................................................21

ARTICLE 3A. COORDINATION WITH PROJECTS CLOSELY RELATED..................................................22

ARTICLE 4. DETAILS OF CONTRACT PRICE, TAXES AND FEES...............................................................22

ARTICLE 5. SUBCONTRACTOR...........................................................................................................................23

ARTICLE 6. ASSIGNMENT OF RIGHTS AND OBLIGATIONS.......................................................................23

ARTICLE 7. PATENT AND OTHER INTELLECTUAL PROPERTY RIGHTS...............................................24

ARTICLE 8. PERFORMANCE BOND.....................................................................................................................24

ARTICLE 10. SUPERINTENDENT.........................................................................................................................26

ARTICLE 11. REPORT ON PERFORMANCE OF WORKS...............................................................................27

ARTICLE 12. OBJECTIONS OF INDIVIDUALS CONCERNED WITH WORKS...........................................27

ARTICLE 13. CONSTRUCTION MATERIALS, EQUIPMENT..........................................................................28

ARTICLE 14. FURNISHED MATERIALS OR LENT ARTICLES.....................................................................29

ARTICLE 15. SUPERVISION PARTY ’S ATTENDANCE, PREPARATION OF WORK RECORD............30

ARTICLE 16. AMBIGUITY OR DISCREPANCY IN DRAWINGS AND SPECIFICATIONS, CHANGES

IN CONDITIONS.........................................................................................................................................................31

ARTICLE 17. WORKS ARE NOT IN COMPLIANCE WITH DRAWINGS OR

SPECIFICATIONS.......................................................................................................................................................31

ARTICLE 18. PREVENTION OF DAMAGE..........................................................................................................33

ARTICLE 19. DISPUTE AND DAMAGE TO THIRD PARTY...........................................................................33

ARTICLE 20. GENERAL DAMAGE.......................................................................................................................34

ARTICLE 21. DAMAGE CAUSED BY FORCE MAJEURE................................................................................35

ARTICLE 21A. FORCE MAJEURE EVENTS.........................................................................................................35

ARTICLE 22. INSURANCE......................................................................................................................................36

ARTICLE 23. COMPLETION, INSPECTION........................................................................................................37

ARTICLE 24. CONDITIONS ON CHECK AND ACCEPTANCE AND HAND-OVER THE WORKS...........37

ARTICLE 25. PARTIAL DELIVERY......................................................................................................................38

ARTICLE 26. PARTIAL USE...................................................................................................................................39

ARTICLE 27. REQUEST FOR PAYMENT, PAYMENT, HAND-OVER OF PROJECT.................................40

ARTICLE 28. DEFECT LIABILITY........................................................................................................................41

ARTICLE 29. CHANGES IN WORKS, CHANGES IN TIME FOR COMPLETION........................................42

ARTICLE 30. ADJUSTMENT OF CONTRACT PRICE.......................................................................................43

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ARTICLE 31. DELAY IN PERFORMANCE, LIQUIDATED DAMAGES AND CONTRACTUAL BREACH

PENALTY.....................................................................................................................................................................44

ARTICLE 32. OWNER’S RIGHTS TO SUSPEND PROJECT OR TERMINATE THE CONTRACT...........44

ARTICLE 33. NO CORRUPT / BRIBERY CONDUCT..........................................................................................45

ARTICLE 34. CONTRACTOR’S RIGHTS TO SUSPEND WORKS OR TERMINATE THE CONTRACT

.........................................................................................................................................................................................46

ARTICLE 35. MEASURES TO BE TAKEN UPON DELAY OF CONTRACT..................................................47

ARTICLE 36. WARRANTY OF THE WORKS.......................................................................................................48

ARTICLE 37. DAMAGE COMPENSATION...........................................................................................................50

ARTICLE 38. SETTLEMENT OF DISPUTE..........................................................................................................50

ARTICLE 39. FINALIZATION AND LIQUIDATION OF THE CONTRACT...................................................50

ARTICLE 40. NOTICE................................................................................................................................................51

ARTICLE 41. MISCELLANEOUS...........................................................................................................................51

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ARTICLE 1A. DEFINITIONS AND DESCRIPTIONS

The words and terms used herein shall have the meaning as below (unless the context

requires another definition):

Owner shall mean Honda Vietnam Company Limited;

Contractor shall mean ;

EPC Contract means a contract for the engineering of, provision of technological equipment

to and construction of all works of an investment project

Supervision Party shall mean the Owner or the legal entity hired by the Owner for

implementing one or some professional works relating to the performance management of

this Contract;

Project or Works or Object of Contract is different names of the Project “ ”;

Job shall mean works including: the design, getting necessary approval/approving from

competent authorities for that design, providing technological equipments, performing

construction Works and procedures for the completion of the construction of Works, shall be

fulfilled by the Contractor in accordance with the requirements of the Contract and

reasonably satisfying the Owner’s requirements, for the final objective that is to provide the

Owner with a complete and safety work to efficiently run as described in Article 1C;

Contract shall mean all Contract Documents, as set forth in Articles 5 in Particular

conditions of this EPC Contract;

Project Standards shall mean technical specifications, economic-technical norms, orders for

fulfillment of works, standards, technical index, and index on natural conditions as mutually

agreed by the Parties;

Technical Indications (technical descriptions) shall mean technical norms, standards as set

forth for the Work and any amendment or supplement to such standards, technical norms to

meet fully the requirements of Laws; Technical Indications are the basis for the supervision,

construction and acceptance of the construction works. The approved technical indications

are a part of invitation for construction bidding, the basis for management, supervision and

acceptance for construction works.

Design Dossier shall mean all drawings, calculations, technical descriptions and other

documents relating to the Work fulfilled by the Contractor and already approved by the

Owner and competent agencies (if any);

Party shall mean the Owner or the Contractor subjecting to the context;

Both Parties, the Parties shall mean the Owner and the Contractor subjecting to the context;

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Acceptance Minutes is the minutes which is issued under Article 24;

Day, Month shall mean calendar day and calendar month;

Working Day shall mean calendar day except for Sundays, public holidays under the

provisions of the laws of Vietnam;

Contractor’s Equipment shall mean all equipments and machineries, vehicles and other

equipment which are neccessary for Contractor to fulfill, complete the works under the

Contract and repair mistakes (if any);

Project Item shall mean a main work or a separate main work mentioned in the Contract (if

any);

Owner’s Equipment shall mean machineries, equipments which were provided to

Contractor by Owner to accomplish the Job;

Force Majeure is defined in Article 21A;

Laws shall mean all legal system of the Socialist Republic of Vietnam and its relevant

guiding documents;

Site shall mean the location where the Owner assigns the Contractor to carry out the Project

as well as any other location as mentioned in the Contract;

Change, adjustment shall mean the change, adjustment in the scope of work, Technical

Indication, and design drawings, Contract Price or Schedule for Implementation upon the

written consent by the Owner

ARTICLE 1B. GENERAL PRINCIPLES

(1) The Owner and the Contractor shall perform their respective obligations sincerely through

cooperation, good faith, and equality under the Contract, and the attached design drawings

and specifications , the on-site orientation records and the related written answers to the

queries (hereinafter collectively referred to as the “Design Documents”) and in accordance

with the laws of Viet Nam. The Contract comprises documents stipulated in Particular

conditions EPC Contract

(2) The enclosed document of the Contract may include the whole or a part of following

contents: Bidding documents, Bidding invitation dossiers, Bid winner announcement;

amendments, supplements in written; lists, charts; Performance Guarantee, Bank Guarantee

for Advance Payment and other bank guarantees (if any); minutes on contract negotiation;

other relevant documents.

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In case there is any contradiction between the EPC Contract and enclosed documents of the

Contract, the EPC Contract shall prevail.

(3) Any item of Project not mentioned in the Contract but necessary for the completion of the

projects, shall be done by the Contractor and shall be deemed to have been included in the

provisions of the Project and the Contract Price.

(4) The Contractor shall complete the Project and deliver the Project Items to the Owner in

accordance with the Contract, and the Owner shall then complete the payment of the

Contract Price to the Contractor.

(5) The Supervision Party shall be responsible for supervising, cooperating and supporting

for facilitating the performance of the Contract.

(6) Except for the necessary cases to fulfill the obligations or comply with the provisions of the

laws, the Parties must consider the details of this Contract to be confidential and be their

own The Contractor shall not disclose any details of the Project to any third party without

prior written consent of the Owner.

(7) When fulfilling the Contract, the Contractor and Owner shall have to comply with the current

laws of the Socialist Republic of Vietnam. Specifically, as follows:

(a) The Owner has to ensure the conditions for the commencement of the Project in

accordance with the provisions of the laws;

(b) The Contractor shall have to inform, pay all taxes, fees, charges and apply for all permits

under the provisions of the laws in relation to the Job. The Contractor is obligated to

compensate and bear all arising damages due to its failure to comply with the laws

instead of the Owner.

ARTICLE 1C. CONTENTS AND SCOPE OF WORKS

The Owner assigns the Contractor to carry out the Job in accordance with the provision of

law, including but not limited to the Job stipulated in specific document signed by both

Parties.

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ARTICLE 1D. QUALITY AND TECHNICAL REQUIREMENTS

General requirements

The Contractor is obligated to fulfill in accordance with the design; ensure the solidity and

accuracy of construction structures and installed equipments under the construction norms of

Vietnam, the requirements of the Bidding Invitation Dossier and mutual agreement of the

Parties, namely:

(1) Requirements with regard to the construction design of the Work:

a. General requirements

The Contractor must be responsible for every operation and result of design activities

(including technical design, construction drawing design) of the Work and for the accuracy

of these works.

During the technical design and drawing design process, if the Contractor discovers any

mistake or difference between the requirements of the Owner, the Contractor shall inform the

Owner immediately before carrying out the technical design, drawings design and request the

Owner to clarify (if any)

At any moment when the Owner discovers mistake in the design dossier performed by the

Contractor, the Owner shall request the Contractor to make the adjustment to meet the

requirements of the Owner.

The Contractor shall have to ensure that the technical design, construction drawings design

and documents of the Contractor should be in accordance with:

+ The provisions of the laws of the Socialist Republic of Vietnam; and

+ The documents forming the Contract, including the necessary amendments and

supplements upon request of the Owner.

b. Norms and standards applied in the design

The technical design, construction drawings design of the Contractor must comply with

norms, technical standards and legal system of the Socialist Republic of Vietnam or the

Project Standards as agreed upon by the Parties.

c. Requirements with regard to the Design Dossier (or design drawings) of the Contractor

The Design Dossier of the Contractor must include description of the design, spreadsheets,

drawings, relevant construction survey documents, construction estimate and construction

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maintenance process (if any); technical documents as stipulated in the bidding invitation

dossier (or requiring dossier) of the Owner and satisfy the Owner’s requirements or suitable

to the Owner’s submission to competent authority for approval under the provisions of the

laws. Unless otherwise stipulated, the Design Dossier of the Contractor must be complied

with the provisions of laws and written in the language as stipulated in the Contract.

If, upon request of the Owner or under the provisions of the laws, the Design Dossier of the

Contractor is required to submit to the Owner for consideration and approval, such Design

Dossier shall be submitted together with the notice as mentioned below. Unless otherwise

stipulated in the Owner’s requests, the timing for consideration and approval shall not exceed

30 (thirty) days as from the date of the Owner’s receipt of the proper design dossier of the

Contractor. In the meantime, the Owner may inform the Contractor about which contents in

the Design Dossier of the Contractor are not suitable to the Contract. If a certain document in

the Design Dossier of the Contractor is not suitable to the Contract, the Contractor shall have

to amend, supplement and re-submit to the Owner for consideration and approval under this

sub-clause and the Contractor shall bear all relevant costs.

With regard to all works whose the design must be approved by the Owner and/or accepted

by competent agencies:

+ The construction of the Project shall only commence upon the approval of the Owner for

the Design Dossier of the Contractor and acceptance of competent agencies (if must be

accepted by competent agencies required by law);

+ The construction of the Project must be in accordance with the Design Dossier approved

by the Owner and acceptance of competent agencies (if must be accepted by competent

agencies required by law);

+ In case of change of the design, the construction of the Project shall only be implemented

upon the approval of the Owner for the amended Design Dossier and acceptance of

competent agencies (if must be accepted by competent agencies required by law).

Any agreement likewise or any consideration and approval (under this sub-clause or other)

shall not release the Contractor from its liabilities, obligations to the Job.

d. The Contractor is responsible for the design faults

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If the Owner discovers any fault, omission, inconsistence or impropriety in the Design

Dossier of the Contractor, the Contractor shall bear all costs to make the additional design or

remedy these faults as well as repair the errors with regard to the Project or parts of the

Project fulfilled by the Contractor, even in the case that the Owner has accepted or approved

the Design Dossier.

(2) Requirements relating to the provision and installation of the equipments

a. In case of necessity and upon request of the Owner or in accordance with regulations of laws,

materials, equipments, technologies must be tested before their delivery to the Site (The

testing organization appointed by the Owner, all incurred costs borne by the Contractor) so as

to ensure the technical requirements, quality specifications, kind of goods, origin in

accordance with this Contract.

b. The Contractor must be responsible about the stability, safety of all equipments during the

construction, completion of the Works, during the maintenance and after-sales period (The

Contractor shall be responsible about the technical matters, human resources such as experts,

technicians for supporting the Owner during the operation, incident remedies, and

maintenance) with a period of months as from the expiry of warranty.

c. The machineries, equipments in the installed technological chain must be new ones, and their

type should be as described in the Contract and in accordance with technical standards and

requirements accepted by the Owner (under the specification standards) and must have the

certificate of origin (CO) of the manufacturing country and the Certificate of Quality issued

by the producer.

d. The equipments delivered to the Site must have the Certificate of inspection issued by the

inspection agency on the origin, type of goods, quantity meeting requirements as stipulated in

the Contract and the bidding dossier (or requiring dossier), bidding application dossier (or

proposal dossier), commitments, documents clarifying the bidding dossier;

e. The installed technological equipments to the Site must have clear, legitimate origin, and

suitable to the provisions of this Contract and already inspected;

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f. The installed technological equipments to the Site must have capacity and technical

specifications suitable to the Design Dossier approved by the Owner;

g. The installation of the equipments, machineries should be as exact as possible so as to

normally put machineries into operation, prolong the life expectancy of the machineries. The

installation of machineries must be performed under the design and drawings and comply

with provisions set forth in the guide book on installation and operation, equipment record. If

there is lack of any technical requirement in the design and the guide book on installation and

operation, the current Vietnam’s standards shall be applied;

h. The installed equipments which fail to meet technical requirements (not in accordance with

the design, improper to the manufacturer’s guide book on installation and operation, not

satisfactory with provisions of the applied technical specifications, etc) shall be rejected for

acceptance and must be removed out of the Site;

i. The Contractor shall have to prepare the Site under the equipment installation section,

technicians, workers for operation, workers for repairing equipments, necessary power,

materials for the purpose of testing;

j. During the testing, the Contractor shall have to allocate sufficiently technicians and workers

on the site for timely settlement of arising incidents and mistakes;

k. The Contractor is responsible for following up, guiding the installation in accordance with

the technical requirements, the design, the technical description of the manufacturer, and is

obligated to test, with concerned parties, the equipment in accordance with the design power,

helping the Owner to exactly determine the quality of the installed equipments;

l. The Contractor is responsible for checking itself and completing the installation of

equipments, preparing in full the dossier for acceptance (minutes, as-built map, Works diary,

etc); the installation of equipments is performed in accordance with technique and the testing

is satisfactory with design requirement.

(3) Requirements with regard to the construction of the Project

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a. The Contractor shall have to ensure the performance under technical standards, regulations as

agreed by the Parties and current provisions of the laws;

b. To ensure that the Project shall be put into operation perfectly under request of the bidding

invitation dossier (or requiring dossier), the bidding application dossier (or proposal dossier),

commitments of the Contractor; documents clarifying the bidding dossier;

c. The Contractor must have the plan to carry out the construction, gather the equipments,

materials; allocate equipments and materials in the Site so as not to adversely affect the

surrounding activities; construction implementation method must be suitable to technological

requirements, be proper to supply progress for equipment, to construction progress and actual

conditions at the Site;

d. The Contractor make the general contract implementation progress and detailed contract

implementation progress on a monthly basis submitted to the Owner for approval as a basis

to implement the Contract. To have the measures for ensuring labour safety, environmental

hygiene, fire and explosion prevention, security during the construction;

e. Based on the construction and acceptance standards, the Design Dossier approved by the

Owner, the Contractor shall have process and plan for inspecting the Project’s quality,

ensuring the performance in accordance with the provisions of the laws;

f. The Contractor shall have to construct, complete the Project and repair any error found in the

Project in accordance with the design dossier approved by the Owner and comply with

current construction processes and norms issued by the State as well as be suitable to the

conditions of the Project and conform to the instruction of the Owner (or the Engineer);

g. During the installation and construction of equipments, it is required to strictly comply with

requirements of the design dossier approved by the Owner and instructions of the

manufacturer;

h. During the performance of the Contract, any damage or loss arises in relation to the Site,

staff, materials, equipments, the Contractor shall repair, compensate by its own costs;

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i. The Contractor is responsible for implementing of the Project with technical requirements

and in accordance with the completion time of the Work as stipulated in the Contract;

j. After the construction of the Project, the Contractor is responsible for the training, operation

guidance the Owner. The Contractor is obligated to provide the documents for guiding the

operation, operation process and documents for maintenance guidance of the Project;

k. After the pilot operation in Trial period, if the Project operate well and meets requirements,

the Owner shall accept the Works for putting into operation, use;

l. After the acceptance of the Works, the Contractor shall continue to continuously supervise

the operation of the Works in time for monitoring after acceptance of works and have reports

on the operation efficiency of the Works to the Owner;

m. Contractor shall ensure the efficient operation of the whole Project that meeting

requirements of the Owner under the Contract.

ARTICLE 1E. ADDITIONAL PROVISION

The Contractor commits itself to construct the Project:

(1) with all due skill, care and diligence, in a good, professional and workmanlike manner in

accordance with accepted international practices and standards in the Construction

industry and such other practices, standards, regulations, and codes as may be specified

by the Owner;

(2) in strict compliance with all applicable governmental, local and other competent

authorities' laws and regulations, practices, standards, norms and codes presently in effect

and becoming effective in the Socialist Republic of Vietnam during the performance of

the Project.

(3) apply for rights, approvals, permits and technical innovation rights and other activities

rights and ask for opinions from issuing authorities, necessary approvals and permits with

regards to methods, processes, and systems incorporated into the Project.

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(4) at its own costs, be responsible for obtaining all necessary licenses, permits, consents and

all necessary import, export licenses for customs clearance of Contractor’s personnel and

of any materials and equipment in respect of execution of the Project or any parts thereof

as from time to time required by the laws and regulations of Vietnam

In addition, the Contractor must always give priority to the issues related to Contracts, support

and protect the legitimate interests of the Owner in transactions with third parties.

ARTICLE 2. CONSTRUCTION AREA, SITE

The Owner are responsible to ensure and prepare for construction site and such other places

which are necessary for the construction work and are mentioned in the Design Documents

(hereinafter referred to as "Construction Area" ) on or before the date required to use this

construction area for construction works (or on or before the date specified in the Design

Documents). The staff of the Contractors involved in the construction must comply with all

rules and regulations applied by the Owner at a time.

The Contractor shall at all times during the construction of the Project, keep the Construction

Area clean and free from all hazards, accumulations of waste materials and rubbish and

debris, radioactive and other toxic substance as may be occasioned during the construction of

the Project caused by the Contractor’s employees and shall also keep all residential camps

and the Site of the Project in a sanitary condition as directed by the Owner.

After completion of the Project, and prior to the hand-over of the same, the Contractor shall

remove, store or dispose as may be directed by the Owner, from the Construction Area and

other areas where he operated, all buildings, rubbish, scraps, unused materials, storage tanks,

temporary power distribution lines, the Construction Equipment and all other temporary

facilities except those facilities being within the cost of the Project and having been provided

under the Contract which the Owner deems necessary for his future use, fill and dress all

holes and cavities made for his convenience, and leave all areas in good order and condition,

all as required by the Owner.

The Contractor acknowledges that the Owner may have other contractors or activities being

performed adjacent to, or associated with the Project, its operations, or the development of

this project, and, therefore, the Contractor has a duty to cooperate and coordinate with the

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Owner and its third party contractors regarding interfaces between the Project under this

Contract and other work associated with the project and adjacent activities or operations in

order to minimize disruptions, conflicts, and promote a safe construction environment. All

necessary operations for the execution and completion of the Project and the remedy for any

defects therein shall, so far as compliance with requirements of the Contract permits, be

carried on so as not to interfere unnecessarily or improperly with:

• Public construction or

• The access to, use and occupation of the public or private roads and footpaths to or of

properties whether in the possession of the Owner or to any other person.

The Contractor shall save harmless and indemnify the Owner in respect of all claims,

proceedings, damages, costs, charges and expenses whatsoever arising out of, or in relation

to, any such matters insofar as the Contractor is responsible therefore.

ARTICLE 3. COMMITMENTS

3.1 The Contractor hereby commits and warrants to the Owner that:

3.1.1 The Contractor is entitled to implement all the duties required by this Contract. At all

times during the term of this Contract, The Contractor holds, or is expressly authorized to

use, all patents, copyright or trademark rights, licenses, franchises and other intellectual

property necessary for the Project. The Contractor shall, at its sole cost and expense, keep

in full force and effect all professional and business permits, licenses and approvals

affecting the Contractor’s ability to perform the Project and otherwise necessary and

appropriate to enable the Contractor to perform this Contract.

3.1.2 The Contractor is financially solvent, able to pay its due debts and has sufficient working

capital and other resources to complete its obligations under this Contract.

3.2 The Contractor has made these commitments and warranties to the Owner and

acknowledges that the Owner is relying to a material extent on said representations and

warranties in entering into this Contract. The Contractor accepts the relationship of trust

and confidence established by this Contract and shall exercise its best skill and judgment

and shall cooperate with the Owner to further the interests of the Owner. The Contractor

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shall perform the Project under this Contract in accordance with the professional standard

and quality which prevails among reputable, well-qualified, internationally recognized,

licensed design/build general contracting, architectural and engineering firms performing

services of the nature and in the locations similar to the Project under the Contract. All

Project shall be performed by well-qualified, efficient, properly-trained and adequately

supervised Subcontractors, and employees of the Contractor in accordance with the

foregoing professional standards in condition that assignment to Subcontractor accepted

by the Owner.

ARTICLE 3A. COORDINATION WITH PROJECTS CLOSELY RELATED

The Owner, or the Supervision Party if so empowered by the Owner under the agreement for

supervisory services with the owner, shall coordinate the Project under the Contract and any

other works ordered by the Owner and performed by a third party contractor, if the respective

works are closely related to each other and such coordination is deemed necessary. The

Contractor shall follow and cooperate in such coordination to facilitate the performance of

the Project by the third party contractor.

ARTICLE 4. DETAILS OF CONTRACT PRICE, TAXES AND FEES

4.1 Details of the Contract Price

The Contractor shall submit a detailed quotation of the Contract Price (hereinafter referred

to as the “Detailed Quotation”) to the Owner or the supervision party for approval, promptly

after signing the Contract based on approved bid price and a progress schedule.

The Contractor shall be deemed to have satisfied itself as to the correctness and sufficiency

of the rates, prices and other cost details provided in the Contract which shall cover all its

obligations under the Contract and all matters and things required for the proper

performance, completion and guarantee of the Project.

4.2 Taxes and Fees

The Contractor shall be solely responsible and liable for, and shall at its own costs and

expenses pay and cause to be paid any and all applicable taxes, levies, fees, duties, levies,

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charges, port fees, port charges, port tariffs social security premiums, fees, licenses, fines,

penalties of whatsoever nature assessed or levied or imposed on all Equipment and

Materials, Contractor’s facilities, Temporary Project and other special tools, instruments and

apparatus imported for the Project or against the Contractor, its affiliates, its subcontractors,

its employees and its agents by the competent authorities of the Socialist Republic of

Vietnam or of any other applicable authority on account of or in relation to or in connection

with the performance of this Contract, including but not limited to withholding tax, value

added tax, corporation income tax, import duties, personal income tax, special consuming

tax, …in strict compliance with all laws, rules, regulations of the Socialist Republic of

Vietnam.

All taxes, levies, duties, customs fees and the like levied outside the Socialist Republic of

Vietnam in connection with the execution of this Contract will be at the Contractor’s

account.

The Contractor shall be responsible for and indemnify, keep indemnified and hold the

Owner harmless from and against any and all liabilities, proceedings, actions, demands,

suits, damages, losses, costs, charges, fines, penalties and claims of whatsoever nature

resulting from the Contractor’s failure to pay such taxes, levies and duties herein above and

to comply with this clause.

ARTICLE 5. SUBCONTRACTOR

The Contractor shall not entrust or subcontract the whole or a major part of the Project or

such a portion of the Project which stands or functions as an independent structure to any

third party without the prior written consent of the Owner.

No subcontract agreement shall release the Contractor from its obligations to the Owner

hereunder. The Contractor shall be responsible to the Owner for all the works and faults of

subcontractor. The Contractor is all the times responsible for the Project, and that the

performance thereof conforms in all respects to the requirement of this Contract, regardless of

any failure of any subcontractor to perform or any disagreement between any subcontractors

or between any subcontractor and Contractor.

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ARTICLE 6. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

(1) Neither party to the Contract shall assign or delegate to any third party the whole or part of

its rights and obligations arising from the Contract without the written consent of the other

party.

(2) Neither party to the Contract shall assign, lend, mortgage or give as security the Object of

Contract, any of the approved construction materials thereof for the construction of the

Object of Contract (including products located at the suppliers’ plants, facilities or the like;

hereinafter the same) and building equipment to any third party without the written consent

of the other party.

ARTICLE 7. PATENT AND OTHER INTELLECTUAL PROPERTY RIGHTS

The Contractor shall be liable for the consequence of using any construction materials,

building equipment or construction methods which may be subject to any intellectual

property right of a third party, which is protected under the relevant laws of Vietnam,

including, but not limited to, patent, utility model, design and trademark (hereinafter referred

to as the “Patent and Other Rights”)., However, that the Owner shall bear the costs and

expenses incurred and to be paid for the Contractor’s use of such construction materials,

building equipment or construction methods in the case where the Owner specifies them

without expressly indicating in the Design Documents that they are subject to the Patent and

Other Rights and where the Contractor was not aware of the existence of such Patent and

Other Rights.

The Intellectual property rights to the design drawings implemented by the Contractor based

on requirements, the cost of the Owner will belong to the Owner.

ARTICLE 8. PERFORMANCE BOND

(1) The Contractor shall have to guarantee in order to ensure the fulfillment of the Contract’s

obligations which is issued by a reputable credit organization accepted by the Owner with

guarantee level and submitting performance bond time for the Owner stipulated in Particular

conditions of the Contract.

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(2) The Contractor shall have to ensure that the performance bond is valid and effective until

the Contractor has finished the construction and completed and checked for acceptance of

the Project by the Owner;

(3) The Contractor shall not be permitted to get back the contract performance guarantee in case

of refusal of performing the Contract after the contract takes effect and other violations as

prescribed in this Contract..

ARTICLE 9. SUPERVISION

(1) Basing on the hiring and authorization Contract of the Owner, the Supervision Party shall

carry out the following duties, in addition to those specifically stipulated in the Contract :

a. Make arrangements with the Contractor, and if necessary, prepare explanatory drawings

and the like, and deliver them to the Contractor in order to correctly inform the

Contractor of the design intent ;

b. Deliver to the Contractor detailed drawings and other drawings prepared in accordance

with the Design Documents at necessary times for the Contractor to smoothly proceed

with the Project in accordance with the progress schedule ;

c. Review plans for construction submitted by the Contractor and advise, if necessary, the

Contractor thereon;

d. Review the working drawings, such as full-size drawings and shop drawings, and models

made by the Contractor according to the Design Documents to verify if they are in

compliance with the Design Documents and approve them;

e. Give instructions regarding construction, inspect and observe the construction of the

Project, and inspect, study and approve construction materials, building equipment and

samples of finishing works, as provided in the Design Documents ;

f. Confirm that the Project are in compliance with the Contract, including the design

drawings, explanatory drawings, detailed drawings and working drawings (hereinafter

collectively referred to as the “Drawings”) and the specifications ;

g. Check from the technical points of view, applications for progress or final payments

submitted by the Contractor ;

h. Check from the technical points of view, documents regarding changes in the Project,

time for completion of the Project or the Contract Price ;

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i. Confirm the completion of the Project and attend the acceptance, delivery of the Object

of Contract ;

j. Examine the conformity of the capacity of the construction contractor with the bid

quotation dossier and the construction contract, including: human resources, construction

equipment, specialized construction laboratory and the quality control system of the

construction contractor;

k. Supervise the implementation of the regulations on environmental protection for the

construction work according to the legislations on environmental protection; supervise

the safety measures for the adjacent works and the construction monitoring;

l. Supervise the labor safety control according to the provisions in the standards and

regulations in the contract and the legislations on labor safety;

(2) If the Owner empowers the Supervision Party to carry out the duties other than those

stipulated in paragraph (1) of this Article, the Owner shall inform the Contractor thereof in

writing.

(3) The Supervision Party shall promptly respond to requests by the Contractor for instructions,

inspections, tests, attendance, confirmations, examinations, approvals, opinions or

consultations, which are based on this Contract.

(4) Unless otherwise provided in the Contract, all notices and negotiations between the Parties

hereto regarding the Project shall be made through and in the presence of the Supervision

Party

(5) If, upon approval of the Owner, the Supervision Party appoints a representative for the

execution of all or part of his duties or appoints a resident supervisor at the Site, the

Supervision Party shall inform the Contractor in writing of his or their names and duties.

(6) Unless otherwise provided, all the instructions, confirmations or approvals given by the

Supervision Party to the Contractor shall be in writing. The Supervision Party is not entitled

to reduce any obligations of the Contractor under the Contract.

ARTICLE 10. SUPERINTENDENT

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(1) The Contractor shall assign tasks and authorize some particular individuals upon approval of

the Owner, these individuals possibly are: a Superintendent, a Supervisory Engineer or Chief

Engineer, who is in charge of technical control of the Project, and a Special Engineer under

laws of Vietnam and the Contractor shall inform the Owner of their names in writing.

(2) The Superintendent shall be responsible for the overall management of the Site; provided

that he shall report to the Supervisor the matters which are important to the operation of the

Site, such as maintenance of order, safety and sanitation, accident prevention, working hours

and so forth.

(3) The Superintendent shall be authorized to exercise all of the Contractor’s rights granted

under the Contract, except for those provided below :

a. To change the Contract Price ;

b. To change the time for completion of the Project ;

c. To request or receive any payment of the Contract Price;

d. To receive letters issued pursuant to paragraph (1) of Article 12 hereof ; and

e. To suspend the Project, terminate the Contract and claim for damages.

(4) Notwithstanding paragraph (3) of this Article, if the Contractor wishes to exercise any of his

authorities by himself rather than to delegate them to the Superintendent, the Contractor

shall inform the Owner to that effect in writing.

(5) One person may be appointed concurrently as the Superintendent, the Supervisory

Engineering or Chief Engineer, and the Special Engineer.

ARTICLE 11. REPORT ON PERFORMANCE OF WORKS

The Contractor shall report to the Supervision Party on the performance of the Project in

accordance with the Deign Documents, wherever the Design Documents so require.

ARTICLE 12. OBJECTIONS OF INDIVIDUALS CONCERNED WITH WORKS

(1) If any of the Contractor’s Superintendent, Supervisory Engineer or Chief Engineer, Special

Engineer or other employees, or subcontractors or their laborers, is deemed extremely

deficient in their performance or management of the Project, based upon the opinion of the

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Supervision Party the Owner may send a document clearly stating the reason for requiring

the Contractor to take necessary rectification measures.

(2) If the Contractor deems any measures taken by the Supervision Party’s representative or

resident supervisor at the Site to be improper or unreasonable, he may send a document

clearly stating the reason for requiring the Supervision Party to take necessary rectification

measures

(3) If any measures taken by the Supervision Party is deemed extremely improper or

unreasonable, the Contractor may make an objection to the Owner.

ARTICLE 13. CONSTRUCTION MATERIALS, EQUIPMENT

(1) All Equipment and Materials for incorporation in Project must be supplied with any and all

quality assurance documentation or other certification documents in respect of the

Equipment and Materials in accordance with international standards application for

construction industry or other standard accepted by the Owner or required by law.

(2) According to the requirements of the specifications, all supplies, equipment and other items

provided for the project must be in new condition, unused, generation of new products and

innovations in design and materials unless the contract stipulates otherwise

(3) The Contractor shall provide proper security measures to ensure that all Equipments and

Materials are protected against theft, fire, vandalism and other hazards.

(4) The Contractor shall use only such construction materials and building equipment that have

passed the inspection by the Supervision Party if such inspection is required in the Design

Documents, or that have passed the test, if such test is required in the Design Documents, as

the case may be.

(5) The direct cost of any inspection or test mentioned in paragraph (1) of this Article shall be

borne by the Contractor ; however, that the cost for those inspections or tests which are not

specified in the Design Documents and other exceptional costs shall be borne by the Owner.

(6) The Contractor shall remove from the Site any construction materials and building

equipment which have been rejected in any inspection or test and is responsible for handling

construction materials and equipment outside the radius of 30 kilometers from Owner’s

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address as the commitments in the Contract and ensuring the implementation in accordance

with the provisions of law

During the construction, the Contractor is obligated to keep the working site clean and safe

without any danger, unused materials, rubbish, scraps and etc which are unable to

recycle/reuse according to the process of the Owner (hereinafter referred to as “Waste”).

The Contractor shall be responsible for collecting and handling Waste arising during

implementing this Contract with the Owner.

The Contractor commits to treat Waste pursuant to the content of this Contract and the

current laws and regulations, and shall be responsible for any consequence, cost relating to

Waste treatment.

The Contractor shall take any necessary measure to guarantee that Owner is exempted from

all responsibilities regarding Waste treatment and shall compensate for Owner if Owner

bears any damage arising from Waste treatment.

(7) The quality of construction materials and building equipment shall be in accordance with the

Design Documents. If the quality is not specified in the Design Documents, such

construction materials or building equipment shall be of medium quality.

(8) No construction materials or building equipment delivered to the Site shall be removed from

the Site without the approval of the Supervision Party

(9) If any construction equipment is deemed to be improper for whatever reason, the

Supervision Party shall have right to require the Contractor to replace it.

(10) Unless the contract stipulates otherwise, the ownership of the equipment and materials

provided by the Contractor for the implementation of the Project will be transferred to the

investor when it is shipped to the construction area.. This transfer of title shall not be

construed to mean an acceptance of the Equipment and Materials and to release the

Contractor from his responsibility for the Project upon which payments have been made.

The Contractor shall continue to be responsible for the quantity, quality and performance of

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such Equipment and Materials, and for their compliance with the specifications, in

accordance with the Contract.

ARTICLE 14. FURNISHED MATERIALS OR LENT ARTICLES

(1) Construction materials and building equipment furnished by the Owner (hereinafter referred

to as the “Furnished Materials”) or articles lent by the Owner (hereinafter referred to as the

“Lent Articles”) shall be required to have passed the inspections or tests of the Supervision

Party

(2) If the Contractor has any objection to the results of the inspections or tests mentioned in

paragraph (1) of this Article, he may require re-inspection or re-test thereof.

(3) If, after receipt of the Furnished Materials or the Lent Articles, the Contractor considers that

they are unsuitable or improper for use in the Project for any reason such as latent defect

being discovered, which was is not apparent at the time of the inspection or test mentioned in

paragraph (1) or (2) of this Article, the Contractor shall forthwith inform the Supervision

Party to that effect and request the instructions.

(4) The Furnished Materials and Lent Articles shall be delivered in accordance with the

requirements of the progress schedule, and unless otherwise specified in the Design

Documents, they shall be delivered to the Site.

(5) The Contractor shall carefully manage the custody and use of the Furnished Materials and

the Lent Articles.

(6) Unless otherwise provided in the Design Documents, the Contractor shall abide by the

instructions of the Supervisor in the use of the Furnished Materials and disposal of surplus

Furnished Materials (except surplus Furnished Materials paid for by the Contractor).

(7) The place to which the Contractor shall return the surplus Furnished Materials (except those

paid for by the Contractor) and the Lent Articles which are no longer required, shall be the

Site, unless otherwise specified in the Design Documents.

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ARTICLE 15. SUPERVISION PARTY ’S ATTENDANCE, PREPARATION OF WORK

RECORD

(1) Before the Contractor undertakes such works that require the Supervision Party’s

attendance according to the Design Documents, the Contractor shall give notice to the

Supervisor to that effect.

(2) If so instructed by the Supervision Party, the Contractor may perform the said works

without the Supervision Party ’s attendance, notwithstanding the provisions of paragraph

(1) of this Article. In such a case, the Contractor keeps proper records, including

photographs of the work and submits them to the Supervision Party

ARTICLE 16. AMBIGUITY OR DISCREPANCY IN DRAWINGS AND

SPECIFICATIONS, CHANGES IN CONDITIONS

(1) If any of the following events occurs, the Contractor shall forthwith give written notice

thereof to the Supervision Party

a. If the Contractor discovers any ambiguity in the Drawings or the specifications, any

discrepancy between the Drawings and the specifications, or any error or omission in the

Drawings or the specifications ;

b. If the Contractor recognizes that the construction works comply with Drawings, the

specifications or instructions of the Supervision Party is not appropriate

c. If the Contractor encounters at the Site any physical, geological or underground water

conditions, any obstructions to the execution of the Project or other conditions, and such

conditions or obstructions are different from those indicated in the Design Documents ;

or

d. If the Contractor encounters at the Site any obstruction to the execution of the Project

which was not foreseeable.

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(2) The Supervision Party shall, upon receipt of the notification mentioned in paragraph (1) of

this Article, or upon discovery by himself of the facts enumerated in paragraph (1) of this

Article, promptly give instructions to the Contractor in writing.

(3) If, due to the circumstances mentioned in paragraph (2) of this Article, it becomes necessary

to make changes in the Project, extend the time for completion of the Project or adjust the

Contract Price, the matter shall be agreed upon by negotiation between the Owner,

Supervision Party and Contractor.

ARTICLE 17. WORKS ARE NOT IN COMPLIANCE WITH DRAWINGS OR

SPECIFICATIONS

(1) Any part of the Project which shall be found not to be in compliance with the Drawings or

the specifications shall be promptly and properly re-executed by the Contractor at his own

expense in accordance with the instructions of the Supervision Party. In such case, the

Contractor may not request any extension of the time for completion of the Project.

(2) If the Supervision Party has reasonable doubts whether any part of the Project complies with

the Drawings or the specifications, he may, by notice to the Contractor stating the reasons

therefore, and after obtaining the written consent of the Owner, uncover such part as is

necessary for examination.

(3) If the part uncovered and examined in accordance with paragraph (2) of this Article is found

not to comply with the Drawings or the specifications, the expenses for uncovering and

examination shall be borne by the Contractor. If, however, the said part is found to comply

with the Drawings and the specifications, the expenses incurred for the uncovering,

examination and reinstatement shall be borne by the Owner, and the Contractor may, by

expressly stating the reasons therefore, claim to the Owner an extension of the time for

completion of the Project as appropriate.

(4) The Contractor shall not be responsible for any part of works not in compliance with the

Drawing or the specifications which result from any of the following causes :

a. Due to instructions of the Supervision Party;

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b. Due to the nature of the Furnished Materials, the Lent Articles, specified construction

materials or building equipment, or due to specified construction methods ;

c. Due to construction materials or building equipment which passed the inspections or tests

as provided in paragraphs (1) or (2) of Article 13 hereof ; or

d. Otherwise attributable to the Owner or the Supervisor.

(5) Notwithstanding the provisions of paragraph (4) of this Article, if the Contractor willfully or

with gross negligence fails to perform the Works in accordance with the Drawings and the

specifications, or if the Contractor has knowingly neglected to give advance notice to the

Supervisor of its inappropriateness, then the Contractor shall not be relieved from the

responsibility for such works. Provided, however, that the Contractor shall not be responsible if

the Supervisor fails to give proper instructions although the Contractor gives advance notice of

its inappropriateness.

ARTICLE 18. PREVENTION OF DAMAGE

(1) The Contractor shall, at his own expense, take necessary measures in accordance with the

Design Documents and relevant laws, ordinances and regulations as are necessary to prevent

damage to the Object of Contract, construction materials and building equipment, adjacent

structures or a third party, until the completion and delivery of the Project.

(2) The expenses for measures taken for or in connection with the protection of structures

adjacent to the Object of Contract shall be borne by the Owner upon agreement between the

Owner, Supervision Party and Contractor that it is beyond the scope of measures to be taken

pursuant to paragraph (1) of this Article and neither fair nor justifiable to include such

expenses on the Contract Price.

(3) The Contractor shall take such measures as he deems necessary and expedient for the

prevention of accident, after consultation with the Supervision Party; However, that the

Contractor may notify to the Supervision Party thereof after taking such measures in case of

emergency.

(4) Whenever the Owner or the Supervision Party deems necessary and requests the Contractor

to take appropriate measures for the prevention of accidents, the Contractor shall promptly

comply therewith.

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(5) The costs and expenses for the measures taken pursuant to paragraphs (3) and (4) of this

Article shall be borne by the Contractor.

ARTICLE 19. DISPUTE AND DAMAGE TO THIRD PARTY

(1) If any damage is caused to a third party by the performance of the Project, the Contractor

shall compensate for such damage. However, the Owner shall compensate for such damage

if the damage has arisen from causes attributable to the Owner

(2) Notwithstanding the provisions of paragraph (1) of this Article, the Owner shall compensate

for damage caused to a third party due to reasons beyond the control of the Contractor even

if he exercises due care and attention in performing the Project. Such reasons include, but

are not limited to, noise, vibration, ground settlement and interruption of ground water.

(3) In any of the cases mentioned in paragraphs (1) and (2) of this Article, or in the event of any

disputes with a third party in connection with the performance of the Project, the Contractor

shall settle the matter. However, that the Owner shall assist and cooperate with the

Contractor to settle in the capacity that the Owner deems appropriate if it is difficult for the

Contractor alone to settle the matter and the Contractor requests the Owner in writing for

supporting to settle.

(4) The Owner shall settle any dispute with a third party or the matter of damage to a third party

caused by obstruction of sunshine or radio waves, or by wind arising from the Object of

Contract or by any other reason attributable to the Owner, with the assistance of the

Contractor, if necessary. In this case, the Owner shall compensate the said third party for the

damage caused

(5) In any of the cases mentioned in paragraphs (1) to (4) of this Article, the Contractor may, by

expressly stating the reasons therefore, claim to the Owner an extension of the time for

completion of the Project as appropriate.

ARTICLE 20. GENERAL DAMAGE

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(1) The Contractor shall be liable for any loss or damage which has been caused to the Object of

Contract, construction materials, building equipment, the Furnished Materials or the Lent

Articles, and any loss or damage in general which has been caused in connection with the

performance of the Project, if such loss or damage occurs prior to the delivery of the Project

and no request for extension and extension of the time for completion of the Project shall be

allowed therefore.

(2) The loss or damage mentioned in paragraph (1) of this Article shall belong to the Owner, the

Owner and the Contractor may, by expressly stating the reasons therefore, claim to the

Owner an extension of the time for completion of the Project if having occurrence as

follows :

a. When the Contractor has been unable to commence the Project by the date of

commencement due to the Owner’s cause, or when the Owner has postponed or

suspended the Project ;

b. When the Contractor has had to suspend the Project due to delay of the delivery of the

Furnished Materials or the Lent Articles :

c. When the Contractor has not commenced, or has suspended the Project due to delay of

advance or partial payments ; or

d. When there exists any other cause which is attributable to the Owner or the Supervision

Party.

ARTICLE 21. DAMAGE CAUSED BY FORCE MAJEURE

(1) If any of the executed works, temporary works, construction materials and building

equipment already delivered to the Site (including the Furnished Materials paid for by the

Contractor) or construction equipment suffers any loss or damage due to Force Majeure

events (hereinafter referred to as “Force Majeure”), the Contractor shall notify the Owner of

the details of such loss or damage promptly after its occurrence in writing in the earliest

possibly.

(2) The Owner shall bear the costs and expenses caused by the loss or damage mentioned in

paragraph (1) of this Article where the Owner, Supervision Party and Contractor agree that

such loss or damage is serious and that the Contractor has exercised due care and attention to

appropriately prevent.

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(3) If such loss or damage is covered by fire insurance, contractors’ all risk insurance or

otherwise, any amount recovered shall be deducted from the amount to be borne by the

Owner as provided for in paragraph (2) of this Article.

ARTICLE 21A. FORCE MAJEURE EVENTS

(1) Force majeure events are the occurred events with objective characters which are beyond the

control of the parties concerned such as: earthquake, storm, flood, cyclone, tsunami,

landline, fire, war or risk of potential war, etc. and other unforeseen disasters, policy changes

or prohibition of the competent authority of Vietnam, etc.

The unfulfilled obligation of a party due to the occurrence of the force majeure events shall

not be the basement for the termination of the Contract of other party. However, the party

suffering such force majeure event shall be obliged to:

+ Implementing the appropriate measures to avert and to replace promptly and quickly in

order to limit the maximum impact caused by force majeure events.

+ Notifying promptly other party in writing of such force majeure events within seven

(07) days from the date of occurrence of the force majeure event, in which shall specify

the obligations, the works of which are or shall be prevented.

(2) In case of force majeure events, the terms of Contract performance shall be extended

equivalent to the time of occurring such force majeure event in which the suffering party is

not able to conduct its obligations under the Contract.

ARTICLE 22. INSURANCE

(1).From the Effective Date and until the expiry of the work warranty, the Contractor shall at

its own cost effect and maintain all the necessary insurance policies acceptable to the

Owner or requested by the Owner and in compliance with applicable laws and

regulations of the Socialist Republic of Vietnam and the Contractor’s country for its

equipment, facilities, professions activities and personnel as maybe supplied hereunder

for the performance and provision of the Project including but not limited to

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Comprehensive General Liability (Third Party) insurance, Workman's Compensation,

Contractor’s all risk insurance, Automobile Liability insurance, Professional Liability

Insurance. The same shall apply to any other insurance prescribed in the Design

Documents.

(2).The Contractor shall ensure that the insurance policy shall include the Owner as the

beneficiary in the insurance coverage of risks and liabilities assumed by the Contractor

under this Contract. In any case, the Contractor shall be liable for the full amount of the

actual loss and/or cost of repair and replacement including the excess of Contractor’s

and/or Owner’s insurance coverage and include any deductible specified in Contractor’s

and/or Owner’s insurance coverage in case of the loss is not covered , unless otherwise

provided in the Contract.

(3).The Contractor shall submit original certificates of insurance as required above to the

Owner and shall provide evidence that such insurances are current and in force. If the

Contractor takes out and maintains any insurance other than those provided for in

paragraph (1) of this Article on the Object of Contract, construction materials, building

equipment and so forth, the Contractor shall promptly notify the Owner thereof right after

insurance claim takes effect.

ARTICLE 23. COMPLETION, INSPECTION

(1) Upon completion of the Project, the Contractor shall confirm that the Project are in

accordance with the Design Documents and request the final inspection of the Supervision

Party, and the Supervision Party shall promptly comply with the request and inspect the

Project in the presence of the Contractor.

(2) If any part of the Project does not pass the inspection, the Contractor shall repair or rectify

the works by the time for completion of the Project or within such other time as may be

designated by the Supervision Party, and shall have the works re-inspected by the

Supervision Party

(3) In compliance with the Supervision Party’s instructions, the Contractor shall remove the

temporary construction facilities, clean up the Construction Area and take such other

measures as appropriate by the time for completion of the Project or within such other time

as may be designated by the. Supervision Party

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(4) If, without justifiable reason, the Contractor delays in taking any measures mentioned in

paragraph (3) of this Article, the spite of the Owner’s notices to do so, the Owner may take such

measures in lieu of the Contractor and charge the expenses therefor to the Contractor.

ARTICLE 24. CONDITIONS ON CHECK AND ACCEPTANCE AND HAND-OVER THE

WORKS

(1) Conditions on check and acceptance:

a. The check and acceptance shall comply with the legal regulations on construction

quality management.

b. The Owner shall conduct the check and acceptance for each work, each section, each

stage and each Work Item and check and acceptance to commission of works. In

particular, there must be check and acceptance of each section of concealed works, and

there must be drawings of completed works prior to subsequent jobs being carried out

which shall conceal the acceptance object.

c. The Owner shall only conduct the check and acceptance when the object of the check

and acceptance has been completed and there is a complete file as required by

regulations.

d. Works shall be accept and use when ensuring that it meet the design and quality

requirements, quality , and achieve the prescribed standards.

(2) Conditions on handing-over the works for putting into operation:

a. Satisfying the requirements on principles, contents and hand over process of completed

works and put into using in accordance with the laws on construction.

b. Ensuring safety during operation and exploitation when works are commissioned.

c. Council of check and acceptance, hand-over must be established for the check and

acceptance and hand-over the Project, the members of such Council shall comply with

the regulations of the laws on check and acceptance, hand-over the Project.

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ARTICLE 25. PARTIAL DELIVERY

(1) If any part of the Object of Contract is delivered to the Owner prior to the completion of the

Project (such delivery hereinafter referred to as the “Partial Delivery” and the subject of

Partial Delivery hereinafter referred to as the “Delivery Part”), the Partial Delivery shall be in

accordance with the EPC contract and the Design Documents. If the EPC contract and the

Design Documents do not mention about the Partial Delivery, the Owner shall obtain the

Contractor’s written consent to the Partial Delivery after the relevant part undergoes a

technical examination by the Supervision Party regarding the Partial Delivery and after

consulting with the Contractor in respect to fixing the value of the Delivery Part (hereinafter

referred to as the “Value of the Delivery Part”).

(2) Upon completion of the Delivery Part, the Contractor shall confirm that the Delivery Part is

in accordance with the Design Documents and request the Supervision Party to make

inspection thereof, and the Supervision Party shall promptly comply with the request and

inspect the Delivery Part in the presence of the Contractor.

(3) If the Delivery Part does not pass the inspection provided in paragraph (2) of this Article, the

Contractor shall make repair or rectification of the Delivery Part within such time as may be

designated by the Supervision Party and shall request the Supervision Party to re-inspect the

Delivery Part

(4) Upon passing the inspection or re-inspection as provided in paragraphs (2) or (3) of this

Article, the Owner may take delivery of the Delivery Part upon payment of the Value of the

Delivery Part.

(5) The Owner, or the Supervision Party if held responsible for the procedures stipulated herein

under the agreement for supervisory services with the Owner, shall be responsible for the

legal procedure required relevant to the Partial Use. The Owner shall bear and for the

necessary costs and expenses for such procedures.

ARTICLE 26. PARTIAL USE

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(1) If the Owner uses any part of the Object of Contract during the performance of the Project

(such use hereinafter referred to as the “Partial Use”), the Partial Use shall be in accordance

with the EPC contract and the Design Documents. If the EPC contract and the Design

Documents do not provide for the Partial Use, the Owner shall obtain the Contractor’s

written consent to the Partial Use after the relevant part undergoes a technical examination

by the Supervision Party regarding the Partial Use and after consulting with the Contractor

in respect of any necessary change in the time for completion of the Project and of the

Contract Price.

(2) In the case of the Partial Use, the Owner shall comply with the instructions of the Contractor.

(3) If any loss or damage is caused to the Contractor due to any conduct of the Owner in

violation of the instructions as provided in paragraph (2) of this Article, the Owner shall

compensate for such loss or damage.

(4) The Owner, or the Supervision Party if held responsible for the procedures stipulated herein

under the agreement for supervisory services with the Owner, shall be responsible for the

legal procedure required relevant to the Partial Use. The Owner shall bear the necessary

costs and expenses for such procedures.

ARTICLE 27. REQUEST FOR PAYMENT, PAYMENT, HAND-OVER OF PROJECT

(1) Unless otherwise provided in the Contract, after the Project have passed the acceptance

mentioned in paragraph (1) Article 24 hereof, the Contractor shall hand-over the Object of

Contract to the Owner, and at the same time the Owner shall make the full and final payment

of the Contract Price to the Contractor in accordance with the Contract.

(2) Both Parties may reach an agreement that the Contractor should request the partial payment

of the Contract Price before the date of completion of the Project under the EPC contract. If

the partial payment is conducted based on the rate of work progress, the Contractor may

request the payment of nine tenth (9/10) of the value of the performed work, the approved

construction materials, equipments inspected by the Supervision Party.

(3) If the Owner accepts that the Contractor shall receive the payment under the schedule as

mentioned in the paragraph (2) of this Article, the amount must be approved by the

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Supervision Party and the Contractor shall send the request for payment to the Owner at the

date as set forth in the EPC contract.

(4) If the Contractor has been paid in advance, the amount based on the schedule as mentioned

in the paragraph (2) of this Article will be calculated under the following method: :

(Contract Price – Payment amount in advance)

A = B x Contract Price

A= Payment amount per request

B= Payment amount based on the schedule mentioned in the paragraph (2).

(5) Payment Volume: When completing the total volume as in the Contract, the Parties shall

conduct: the acceptance, finalization and liquidation of the Contract, the Owner has to pay

in full under the signed Contract after the acceptance of the Project.

The Contractor shall warrant the work as regulated and agreed by the Parties.

(6) Payment dossier: The Contractor shall submit three (03) payment dossiers to the Owner at

the time specified in Article 4 – Particular Conditions in the forms accepted by the Owner.

The payment dossier must include the following documents:

a. The Contractor's request for payment which must have the following details:

value of the volume completed under the Contract, value of the additional job

volume (if any), deduction of advances and the value requested to be paid in the

period following the clearing of these amounts, certified by representatives of the

Owner and the Contractor

b. A written record of takeover test of volumes completed in the payment period

with certification by representatives of the Owner or the Supervision Party (if

any) and the Contractor. This written record serves as written certification of the

completion of Project, Project Items or job volumes within the scope of works or

jobs to be performed under the Contract requiring no certification of detailed

completed volumes:

c. A calculation table of the values of additional volumes (if any) outside the signed

Contract, certified by representatives of the Owner or the Supervision Party (if

any) and the Contractor:

d. Other documents as agreed upon by the Parties which are accepted by the Owner.

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ARTICLE 28. DEFECT LIABILITY

(1) If any defect is found in the Object of Contract, the Owner may demand repair thereof by the

Contractor, specifying a reasonable period for the repair, or claim damages against the

Contractor either in lieu of, or in addition to such repair. However, that if the defect is not

serious and excessive expense would be incurred for the repairment, the Owner shall

consider and decide whether the Contractor needs to repair.

(2) The risks and defects repair costs shall be borne by the Contractor if and at the work volume

which is attributed to:

a) The equipments, materials and workmanship are not suitable to the Contract.

b) The Contractor does not follow other obligations.

(3) The period of overcome defect liability under paragraph (1) of this Article shall be one (1)

year with the wood construction, two (2) years with the stone, metal, concrete or other

similar material constructions, or other sustainable constructions or other underground

constructions from the date of hand-over mentioned in paragraph (4) of Article 26 or

paragraph (1) of Article 27 hereof; however, that if such defects have been willful caused by,

or due to gross negligence on the part of the Contractor, the said one (1)- year period shall be

extended to the five (05)- year one and the two(02)-year period shall be extended to the ten

(10)- year one.

(4) The Contractor shall not be liable for defects in the building equipment, interior decorations,

furniture or other similar items, unless the Supervision Party demands the Contractor to

repair or replace such defects immediately upon inspection at the time of delivery of the

Object of Contract. However, that the Contractor shall be liable for latent defects in such

items for one (1) year from the date of delivery of the Object of Contract.

(5) Notwithstanding the provisions of paragraph (1) of this Article, if the Owner finds any defect

in the Object of Contract at the time of hand-over thereof, the Owner may not demand repair

or damages unless a written notice identifying the defect was given to the Contractor without

delay. Provided, however, that the foregoing sentence shall not apply, if the Contractor was

aware of the existence of the defect.

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(6) If the Object of Contract has been destroyed or damaged due to the defect mentioned in

paragraph (1) of this Article, the Owner may not exercise the rights stated in the said

paragraph (1) unless they are exercised within the periods prescribed in this Contract and in

no case later than six (6) months from the date of the said destruction or damage.

(7) The provisions of paragraphs (1) through (5) of this Article shall not apply to any defect in,

or destruction or damage to, the Object of Contract which has been caused by any of the

causes stated in paragraph (4) of Article 17 hereof. However, that the foregoing sentence

shall not be applied, if the matter falls under paragraph (5) of Article 17 hereof.

ARTICLE 29. CHANGES IN WORKS, CHANGES IN TIME FOR COMPLETION

(1) The Owner may, when necessary, order additional or extra works or changes in the Project.

(2) The Owner may, when necessary, order the Contractor to change the time for completion of

the Project.

(3) If any loss or damage has been caused to the Contractor by virtue of either of paragraphs (1)

or (2) of this Article, the Contractor may claim compensation to the Owner for the said loss

or damage.

(4) In addition to the Contractor’s rights provided elsewhere in the Contract, the Contractor may,

be expressly stating the reason therefor, claim to the Owner an extension of the time for

completion of the Project as appropriate, under such circumstances as are justifiable to the

Contractor, which include, but are not limited to, addition or change in the Project, Force

Majeure, coordination of the Project with related works.

ARTICLE 30. ADJUSTMENT OF CONTRACT PRICE

(1) Either party may, by expressly stating the reason therefor, demand an adjustment of the

Contract Price as necessary due to any of the following cases;

a. If the project is ordered for additional or extra work, or the Project is changed;

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b. If the time for completion of the Project is changed;

c. If additional or extra cost is incurred by coordination in accordance with the provision of

Article 3 hereof;

d. If items, quantities, times for delivery, places of delivery, or places of return of the

Furnished Materials or the Lent Articles are changed;

e. If, during the term of the Contract, the Contract Price is found to have become obviously

inappropriate due to enactment, revision or abrogation of the laws, ordinances and

regulations; drastic changes in economic conditions or other unforeseeable causes;

f. If, in a long-term contract, the part of the Contract Price for the work which shall be

executed after one (1) year from the date of entering into the Contract is found to have

become inappropriate due to enactment, revision or abrogation of the laws, ordinances

and regulations, or changes in the commodity prices, wages and the like ; or

g. If, in the case of resuming the work which has been suspended or has suffered from

damage by force majeure, the Contract Price is deemed to have become obviously

inappropriate.

(2) In adjusting the Contract Price, the amount of adjustment for decreased or omitted portions

of the Project shall be determined based on the unit prices stated in the Detailed Statements

approved by the Owner or the Supervision Party, and for increased portions based on the

current market prices, unless otherwise agreed upon by the Parties hereto.

(3) The Contract Price must only be adjusted if the Parties agree to do so based on the request of

the Owner to the Contractor on additional/extra work.

ARTICLE 31. DELAY IN PERFORMANCE, LIQUIDATED DAMAGES AND

CONTRACTUAL BREACH PENALTY

(1) If the Contractor fails to deliver the Object of Contract within the time for completion of the

Project or within such other time as extended in accordance with the Contract due to causes

attributable to the Contractor, the Owner may, for each calendar day of delay, demand all

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actual liquidated damages due to the delay from the Contractor and suffer penalty for delay

performing Contract.

(2) If the Contractor violates the quantity and quality as stipulated in the Contract as well as in

the current provisions, the Contractor must remedy these quantity and quality breaches. The

costs for remedying and arising damages shall be borne by the Contractor. In addition, the

Contractor must be liable for the payment of a penalty for breaching quality and quantity

regulated in Particular conditions of the Contract.

(3) If the Owner is in arrears of the final payment of the Contract Price pursuant to the

Contract’s provisions, the Contractor may demand penalty for delay payment according to

penalty level stipulated in Particular conditions of the Contract.

(4) If the Owner has delayed advance or partial payments, the provisions of paragraph (3) of this

Article shall apply.

ARTICLE 32. OWNER’S RIGHTS TO SUSPEND PROJECT OR TERMINATE THE

CONTRACT

(1) The Owner may suspend the Project or terminate the Contract in any of the following cases

by notifying the Contractor to this effect in writing and in such cases. The Owner is not

responsible for the Contractor’s damages and losses due to such suspension or termination.

a. If the Contractor fails, without justifiable reason, to commence the Project after the date

of commencement;

b. If the progress of the Project is extremely behind schedule and it is deemed unlikely that

the Contractor will complete the Project within the time for completion of the Project or

within a reasonable time thereafter ;

c. If the Contractor is in serious breach of the obligations of the Contract;

d. If the Contractor is deprived of or loses his Contractor’s license granted under the

provisions of the laws;

e. If it is deemed that the Contractor is unlikely to proceed with the Project due to reasons,

such as suspension of payment by the Contractor, which include, but are not limited to,

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dishonoring any draft, promissory note or cheque issued by the Contractor due to

shortage of funds, or

f. If the Contractor proposes to terminate the Contract for any reasons other than those

provided in paragraph (4) of Article 33 hereof.

(2) The Owner may require the Contractor to resume the work suspended under the provisions

of paragraphs (1) of this Article by notifying in writing to the Contractor

(3) If the work suspended pursuant to paragraph (1) of this Article is recommenced,

the Contractor may, by expressly stating the reasons therefor, claim to the Owner

an extension of the time for completion of the Project as appropriate.

ARTICLE 33. NO CORRUPT / BRIBERY CONDUCT

Should the Contractor, and where applicable, the Contractor’s agents or sub-contractors

including any director/employee or any other person acting or purporting to act on behalf of the

Contractor pay or offer to pay, give or offer to give any money or make any gift of whatsoever

nature, whether by way of commission, gratuity or otherwise or lending or offering to lend any

money, or giving or offering to give any other valuable consideration to any person in the

employ of the Purchaser and/or civil servant/Public officials and/or any other third party

including but not limit the individual/organization/agencies have right to make decision or affect

to the implementation of contract/ transaction between two parties then the Purchaser shall be

entitled to summarily cancel or terminate the Contract, without payment to the Contractor of any

damages whatsoever including consequential damages, loss of business and/or profits resulting

from such termination or cancellation

ARTICLE 34. CONTRACTOR’S RIGHTS TO SUSPEND WORKS OR TERMINATE

THE CONTRACT

(1) The Contractor may suspend the Project in any of the following cases if the breaches is not

corrected within a reasonable period since the Contractor sent a written notice hereof to the

Owner :

a. If the Owner has delayed in making advance or partial payments ;

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b. If the Owner declines the Contractor’s request for negotiation under paragraph (3) of

Article 16 hereof without justifiable reason ;

c. If the performance of the Project is impossible because the Owner fails to make the

Construction Area mentioned in Article 2 hereof available to the Contractor for the

execution of the Project, or because of Force Majeure or other justifiable reasons ; or

d. If the Project are extremely delayed due to causes attributable to the Owner, other than

the causes mentioned in sub-paragraphs a. to c. above.

(2) The Contractor shall recommence the suspended work when the causes mentioned in

paragraph (1) of this Article have been resolved.

(3) If the suspended work is recommended pursuant to paragraph (2) of this Article, the

Contractor may, by expressly stating the reasons therefor, claim to the Owner an extension

of the time for completion of the Project, as appropriate.

(4) The Contractor may terminate the Contract by notifying the Owner in writing to this effect,

in any of the following cases :

a. If the Project are delayed or suspended due to the reasons stipulated in paragraph (1) of

this Article in the aggregate for more than one forth (1/4) of the term of the Project, or

for more than two (2) months ;

b. If the Contract Price has been reduced by two-thirds (2/3) or more because the Project

have been substantially reduced or omitted by the Owner ; or

c. If the Owner breaches the Contract and it is deemed that the performance of the Contract

is impossible due to the said breach ; or

d. If it is deemed that the Owner is unable to pay the Contract Price due to reasons such as

suspension of payment, which include, but are not limited to, dishonoring any draft,

promissory note or cheque issued by the Owner due to shortage of funds (hereinafter

referred to as the “Events,”) the Contractor may suspend the Project or terminate the

Contract by notifying the Owner in writing to this effect. If the Project is suspended due

to the Events, and the Events are resolved, then paragraphs (2) and (3) of this Article

shall apply.

(5) In each of the cases mentioned in paragraphs (1) or (4) of this Article, the Contractor may

claim damages to the Owner therefor.

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ARTICLE 35. MEASURES TO BE TAKEN UPON DELAY OF CONTRACT

(1) In the case of Delay of the Contract, accounts shall be settled by negotiation between the

Owner, Supervision Party and Contractor, on the condition that all of the executed works

and the approved construction materials and building equipment (including the Furnished

Materials paid for by the Contractor) are to be taken over by the Owner.

(2) In the case where the Owner terminates the Contract, the Contractor shall refund to the

Owner the sum overpaid, if any, as a result of the settlement of accounts.

(3) In the case of Delay of the Contract, each of the parties shall remove its belongings from the

Site and take other necessary measures including cleaning-up of the Site, in such manner and

within such period of time as may be agreed upon between the Owner, or the Supervision

Party

(4) If either party, without justifiable reason, delays in taking the measures stated in paragraph

(3) of this Article, despite having been given written notice by the other party, the other party

may take the measures in lieu of the delaying party and charge the expenses thereof to the

delaying party.

ARTICLE 36. WARRANTY OF THE WORKS

(1) The Contractor shall be responsible for the warranty of the construction after handing-over to

the Owner. Warranty contents include the remedy, repair or replace of the equipments having

faults, defects or when the work does not use normally due to the Contractor’s faults.

(2) The Contractor shall be fully responsible for making good by repair, fixing, correction or

replacement with all possible speed at his own expense any inaccuracy, miscalculation, error,

omission, defect in or damage of the Project which may appear or occur during the Warranty

Period and/or which may be deemed by the Owner as latent inaccuracy, miscalculation, error,

omission or defect and/or which arises either from:

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a. any defective, inaccurate or incorrect engineering or design; or

b. any defective, inaccurate or incorrect information or data;

c. any act, miscalculation or omission o is done by the Contractor during the said

Warranty Period and/or before delivery of the Final Documents; or

All costs incurred in performing such corrective Project shall be at the Contractor’s account.

It is understood that no exclusion or limit of liability will apply in case of gross negligence or

willful misconduct of the Contractor.

(3) The remedy of these defects must be conducted in time for repairing warranted errors

stipulated in Particular Conditions. If such time limit expires, the Contractor does not

commence this remedy, the Owner is entitled to appoint another contractor (third party) to

remedy these defects. The Contractor will be liable for all costs for such remedy for paying

the third party. The Contractor shall pay the third party within 10 days after receiving the

Owner’s notice on such payment. In case that the said time limit for payment expires, the

Contractor fails to pay such costs, the Owner shall proceed in accordance with the Article 37

hereof so as to request the payment from the Contractor.

(4) The period of warranty is stipulated in the Article 28 of this Contract.

(5) Guarantees for the maintenance of the Project:

(a) The Contractor is responsible for paying a deposit for guaranteeing the maintenance of

the Project equivalent to 5% of the Contract Price into the bank account of the Owner within

seven (07) days after receiving the Acceptance Minutes of the Project. (For the sake of

clarity, it is understood and agreed by and between the parties that the said warranty value

shall in no way affect, nor is it intended as a limitation of, the Seller’s liability with respect to

its warranty obligation, and that under no circumstance shall it be interpreted or construed

as a limitation on the Seller’s liability with respect to its warranty obligation)

(b) The Contractor shall only be refunded the maintenance money after the expiry of the

warranty period and their maintenance work’s completion has been confirmed by the Owner.

(c) Maintenance money can be replaced by the bank’s guarantee letter of similar amount or

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be deducted by the Owner in the last payment.

(6) The Contractor ensures to execute the Project under the requirement of the Contract with due

diligence and high devotement and the application of high standard in terms of qualification,

skills, acknowledgement recognized by worldwide well-known construction companies in

the construction similar to the Project.

(7) The Contractor commits, agrees and ensures that all Project Items shall:

a. Follow the requirements of the Contract.

b. Being constructed under the designs, drawings and technical standards stipulated in the

Contract and proper and sufficient practices in construction.

c. Being of first-class quality in details and defect-free in design, construction and

installation; materials or workmanship; under the standards as stipulated in the

Contract

d. Being assembled and installed under the specifications and instructions of agents and

manufacturers.

(8) The Contractor ensures that the total quality management will be conducted in all stages

from production, construction to completion of the Project.

ARTICLE 37. DAMAGE COMPENSATION

In case a party fails to perform the contractual obligations or improperly performs the

contractual obligations, after performing the obligations or applying remedies, it shall also

pay compensations for other damage, if any, caused to the other party at the level equivalent

to the level of damage caused to the other party.

If a party violates the contract due to the fault of a third party, the violating party shall take

responsibility for the violation to the other party. The dispute between the violating party

and the third party shall be settled in accordance with law.

ARTICLE 38. SETTLEMENT OF DISPUTE

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Any disputes, conflicts arising out of or in connection with the Contract, shall firstly be

settled between the Parties through negotiation and conciliation based on goodwill,

cooperation. In failure to reach an agreement for settlement of such dispute, it shall be

settled by the Vietnam International Arbitration Centre at the Vietnam Chamber of

Commerce and Industry in accordance with its Rules of Arbitration (The arbitration tribunal

shall include three (03) arbitrators. Each Party will choose one arbitrator and the third one

shall be appointed by such arbitrators chosen by the Parties. The place of settlement shall be

in Hanoi

ARTICLE 39. FINALIZATION AND LIQUIDATION OF THE CONTRACT

(1) Finalization of the Contract

Within 10 days after receiving the Acceptance Minutes and the confirmation of the Owner

about the completion of all the works in accordance with the Contract, the Contractor shall

submit to the Owner 03 finalization dossiers of the Contract attached with the detailed

explanatory documents in the form approved by the Owner about the value of all duly

performed works under the Contract and the amount that the Contractor considers as at due

date in accordance with the Contract or other agreements, including the following

documents:

(a) The Acceptance Minutes of all completed works under the scope of the Contract;

(b) The sheet on finalization value of the EPC contract, in which it clearly states the

amount which has been paid and the remaining value which the Owner is responsible

for paying to the Contractor;

(c) Completion dossier, construction diary of the Project;

(d) Other documents as agreed in the Contract.

If the Owner does not agree or is of view that the Contractor has not provided sufficient

grounds for confirming a certain part of the finalization dossier of the Contract, the

Contractor shall further supplement information upon reasonable request from the Owner

and amend the finalization dossier as mutually agreed by the Parties. The Contractor shall

prepare and submit the finalization dossier of the Contract to the Owner as agreed.

(2) Contract Liquidation

The Parties shall liquidate the Contract within seven (07) days from the date on which they

shall have fulfilled their obligations under the signed Contract, except for the guarantee

obligation.

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ARTICLE 40. NOTICE

Any terms and conditions of the Contract state that any requirement, proposal or issuance,

acceptance of any problem should be informed from one party to another by one of the

following ways:

(a) In writing and sent by hand-delivered (under the acknowledgement for receipt), by

post service, by fax or email;

(b) Sent or delivered to the right address so as to be communicated with the recipient.

In case the recipient informs about his/her another address (the new one), the information

must be transferred to this new one. If not, any information or request must be transferred to

the address as first above-written in the Contract.

ARTICLE 41. MISCELLANEOUS

Any matter which is not provided for in the Contract shall be agreed upon through

negotiation by and between the Owner, the Supervision Party and the Contractor, if

necessary.

This Contract as well as all documents, information relating to the Contract shall be

managed by the Parties in accordance with the State’s current regulations on strict

confidence.

The Parties commit themselves to duly implement all terms and conditions as agreed upon

in the Contract.

The Contract is made into 06 original versions (03 versions in English and 03 versions in

Vietnamese) of the same legal validity, The Owner keeps 04 versions (02 versions of each

language), The Contractor keeps 02 versions (01 versions of each language). In case that

there is any conflict on the contents between the English version and Vietnamese one, the

Vietnamese version shall prevail.

This Contract takes full force and effect from the signing date.

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