General Condition of Contract

INVITATION TO BID DOCUMENT
MATERIAL OFF LOADING FACILITIES (MOLF) AT TELUK RAMUNIA FOR

REFINERY AND PETROCHEMICALS INTEGRATED DEVELOPMENT (RAPID)
PROJECT PACKAGE 20B2
(TENDER NO : RAPID/TC1/21-2014-P20B2)
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GENERAL CONDITIONS OF CONTRACT
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SECTION INDEX
1.0
DEFINITIONS
2.0
CONTRACT DOCUMENTS
12
3.0
DURATION OF CONTRACT
14
4.0
PROJECT SPECIFICATION AND GENERAL OBLIGATIONS
15
5.0
CONTRACTOR AND SUBCONTRACTORS
22
6.0
POSSESSION OF SITE
25
7.0
CONTRACT ADMINISTRATOR & REPRESENTATIVE
27
8.0
CONTRACT PRICE AND PAYMENT
30
9.0
TIME FOR COMPLETION AND ACCEPTANCE OF WORK
33
10.0
DELAY AND EXTENSION OF TIME
37
11.0
TAXES AND DUTIES
40
12.0
CHANGE ORDER
45
13.0
EXAMINATION
48
14.0
TIME FOR COMPLETION & LIQUIDATED DAMAGES
50
15.0
LIABILITY AND INDEMNITY
52
16.0
INSURANCE
56
17.0
CONTRACTORS WARRANTIES
61
18.0
PERFORMANCE BOND
64
19.0
TERMINATION
66
20.0
DISCONTINUATION
70
21.0
SUSPENSION
72
22.0
FORCE MAJEURE
75
23.0
ASSIGNMENT
77
MOLF Ramunia Section B General Condition of Contract_18042014

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24.0
COMPLIANCE WITH LAWS
78
25.0
OWNERSHIP AND TITLE
79
26.0
MATERIALS AND CONSTRUCTION EQUIPMENT
80
27.0
CONTRACTOR'S KEY PERSONNEL
82
28.0
LOCAL PARTICIPATION
85
29.0
HEALTH, SAFETY, SECURITY AND ENVIRONMENT
87
30.0
SECRECY
92
31.0
WAIVER
94
32.0
APPLICABLE LAW
95
33.0
ARBITRATION
96
34.0
LANGUAGE
97
35.0
LIENS AND CLAIMS
98
36.0
CONFLICT OF INTEREST
99
37.0
INDEPENDENT CONTRACTOR
100
38.0
ENTIRE AGREEMENT
101
39.0
CODE OF CONDUCT AND BUSINESS ETHICS
102
40.0
NON-EXCLUSIVE AGREEMENT
105
41.0
ANTIQUITIES AND FOSSILS
106
42.0
RECOVERY BY OWNER
107
43.0
COMPLIANCE WITH ENVIRONMENTAL QUALITY ACT 1974
108
44.0
STAMP DUTY
109
45.0
PRICE FLUCTUATION
110
46.0
INTELLECTUAL PROPERTY
113
47.0
NOTICES

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EXHIBIT I
- LETTER OF AWARD
EXHIBIT II
- MINUTES OF TECHNO-COMMERCIAL MEETING
EXHIBIT III - CLARIFICATION CORRESPONDENCES TO CONTRACTORS

TECHNICAL AND COMMERCIAL PROPOSALS
EXHIBIT IV - CLARIFICATION TO THE INVITATION TO BID (ITB) DOCUMENT
EXHIBIT V
- ADDENDA TO THE INVITATION TO BID (ITB) DOCUMENT
EXHIBIT VI - INVITATION TO BID (ITB) DOCUMENT

EXHIBIT VII - CONTRACTORS TECHNICAL AND COMMERCIAL PROPOSALS

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THIS CONTRACT entered into this .. day of between [ ] , a

company incorporated in MALAYSIA and having its registered office at [ ](hereinafter
referred to as "OWNER") of the first part and .., a company
incorporated under the laws of and having its head office at
.. (hereinafter referred to as "CONTRACTOR") of the
second part.
OWNER and CONTRACTOR are hereinafter collectively referred to as the PARTIES.
WHEREAS OWNER is desirous to construct an integrated refinery and petrochemical
complex in Mukim of Pengerang, District of Kota Tinggi, Johor Darul Takzim known as
RAPID Project (as hereinafter defined as RAPID PROJECT).
WHEREAS OWNER wishes CONTRACTOR to undertake the WORK (as hereinafter
defined) in strict compliance to and in accordance with the terms and conditions herein
contained.
AND WHEREAS based on the above and the guarantee provided by CONTRACTOR's
Parent company OWNER agrees to appoint CONTRACTOR and CONTRACTOR accepts
the appointment and represents its willingness to render its fullest assistance and
cooperation to OWNER to perform all WORK necessary for the realization of the
PROJECT in order to achieve the said intent.
NOW, THEREFORE, the PARTIES hereto do mutually agree as follows:

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ARTICLE 1
1.0
DEFINITIONS
The terms and expressions in the CONTRACT, unless the context otherwise
requires, shall have the following meanings respectively assigned to them below.
Terms not defined hereunder shall have the meaning assigned to them in the
Invitation To Bid document (ITB). Words importing the singular only shall include
the plural if the context requires, and vice versa.
1.1
ASSOCIATED PERSON
Associated Person shall mean a person associated with CONTRACTOR
including, but not limited to any of its employees, agents, contractors, SUBCONTRACTORS, consultants, representatives and agents of CONTRACTOR.
1.2
BID BOND
The Bid Bond submitted by the CONTRACTOR together with the proposal in
response to the bidding exercise for the WORK.
1.3
CHANGE ORDER
Change Order means any modification, amendment or addition to, or alteration in
or deletion from the WORK, effected in accordance with provisions of Article 12.
1.4
CONTRACTORS CONSTRUCTION EQUIPMENT

CONTRACTORS CONSTRUCTION EQUIPMENT includes any lifting, transport,
earthmoving, deforestation and other equipment, machineries, tools (excluding
special tools referred to in Article 26), implements, temporary job site buildings
and such other items, all as are required for use by CONTRACTOR for the
construction and handing over of the WORK but shall not include MATERIALS.
1.5
CONTRACT
Contract means the terms and conditions of this General Conditions of Contract,
and the Exhibits, references and documents attached hereto or incorporated by
reference including any subsequent amendments to them.

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1.6
CONTRACTOR
Contractor has the meaning assigned to it in the Preamble of the CONTRACT and
shall, where the context so requires, include its SUBCONTRACTORS, employees,
agents, workmen and/or representatives, successors and permitted assigns.
1.7
CONTRACT PRICE
Contract Price has the meaning given to it in the CONTRACT subject to such
additions thereto or deductions therefrom as may be made under the provisions of
the CONTRACT. The Contract Price is provisional with Bills of Quantity and
Schedule of Rates except otherwise specified.
1.8
DEPARTURE DATE
Departure Date means the date on which all CONTRACTORS CONSTRUCTION
EQUIPMENT and other property of CONTRACTOR and SUBCONTRACTOR
have been removed from the SITE and all employees, agents and representatives
of CONTRACTOR and SUBCONTRACTORS have departed therefrom.
1.9
CUSTOMS CHARGES
Custom Charges means import duty, surtax, sales tax and other statutory imposts
assessable under Malaysian law on CONTRACTORS CONSTRUCTION
EQUIPMENT and materials imported into Malaysia for use in the WORK in
accordance with the CONTRACT, but does not include:
(a)
penalties, interest or fees levied due to the breach of CONTRACT,
negligence or other default of CONTRACTOR or its associated persons; or
(b)
any TAX assessed or levied in connection with CONTRACTORS
CONSTRUCTION EQUIPMENT.
1.10
DEFECTS LIABILITY PERIOD

Defects Liability Period means the period from the issuance of any SECTIONAL
PROVISIONAL ACCEPTANCE CERTIFICATE or DEFECTS LIABILITY PERIOD,
as the case may be, until FINAL ACCEPTANCE during which the CONTRACTOR
is responsible for making good defects and damage as more particularly set forth
in Article 17.

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1.11
EFFECTIVE DATE
Effective Date shall mean the date of the Letter of Award.
1.12
FINAL ACCEPTANCE
Final Acceptance means final acceptance of the WORK by OWNER issuing a
Final Acceptance Certificate following the expiry of the relevant DEFECTS
LIABILITY PERIOD as set forth in Article 17.4.
1.13
FINAL ACCEPTANCE CERTIFICATE

Final Acceptance Certificate has the meaning assigned to it under Article 9.10
1.14
GROSS NEGLIGENCE
Gross Negligence means action or inaction with either no regard or reckless
disregard for reasonably foreseeable harmful consequences, including, without
limitation, harm to health, safety, or property.
11.5
INTELLECTUAL PROPERTY RIGHTS or IPR means any and all current and
future:
(a)
(b)
(c)
1.16
intellectual and industrial property rights and interests, including patents,

registered designs, copyright, database rights, design rights, topography
rights, trademarks, trade names and service marks, in each case whether
registered or not, any applications for registration of any of them, and any
other rights or forms of protection of a similar nature or having equivalent or
similar effect to any of them in any part of the world;
discoveries, trade secrets, inventions, know how, methodologies, ideas,
processes, tools, software, improvements and rights in CONFIDENTIAL
INFORMATION; and
rights under licenses and consents in relation to any of them.
MATERIALS
Materials includes any machinery, equipment, materials, supplies and other items
(including special tools, if any) specified in the Work Specification which are to be

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supplied by CONTRACTOR (or in the case of special tools to be used in

connection with the WORK).
1.17
OVERALL PROVISIONAL ACCEPTANCE CERTIFICATE

Overall Provisional Acceptance Certificate has the meaning assigned to it under
Article 9.7.
1.18
OWNER
Owner means [ ] ([ ]) and shall include its employees, agents, successors,
permitted assigns, and/or designated representative, and where the context
requires, includes OWNER'S REPRESENTATIVE.
1.19
OWNERs CONSULTANT
Owners Consultant has the meaning assigned to it in Article 7.
1.20
OWNER CONTRACT ADMINISTRATOR

Owner Contract Administrator has the meaning assigned to it in Article 7.
1.21
OWNER's REPRESENTATIVE
Owner's Representative has the meaning assigned to it in Article 7.
1.22
PROJECT
Project has the meaning given to it in the CONTRACT.
1.23
PROJECT SPECIFICATION
Project Specification (sometimes referred to as Work Scope or Scope of Work) is
as contained in Section C Project Specification of the ITB.

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1.24
PROVISIONAL ACCEPTANCE
Provisional Acceptance means initial acceptance of the whole WORK by OWNER
issuing a DEFECTS LIABILITY PERIOD as set forth in Article 9.4.
1.25
RELEVANT OBLIGATIONS
Relevant Obligations shall mean obligations equivalent to those imposed on
CONTRACTOR in Clause 39.
1.26
RELEVANT POLICIES
Relevant Policies include Part II A (Conflict of Interest) and Part II B (Fighting
Corruption and Unethical Practices) of the PETRONAS Code of Conduct and
Business Ethics and other related policies, procedures, guidelines and
requirements as updated by PETRONAS from time to time.
1.27
RELEVANT REQUIREMENTS
Relevant Requirements means all applicable laws, statutes, regulations and codes
relating to anti-bribery and anti-corruption.
1.28
SECTION
Section means a part of the WORK specifically identified as such in the
CONTRACT
1.29
SECTIONAL ACCEPTANCE
Sectional Acceptance means the completion of a SECTION as certified by
OWNER by issuing a SECTIONAL PROVISIONAL ACCEPTANCE CERTIFICATE
as set forth in Article 9.4.
1.30
SECTIONAL PROVISIONAL ACCEPTANCE CERTIFICATE

Sectional Provisional Acceptance Certificate has the meaning assigned to it under
Article 9.4.

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1.31
SITE
Site means the Material Off Loading Facilities (MOLF) at Teluk Ramunia in
Pengerang, Johor upon which the WORK is to be realized and shall include any
office and/or location where CONTRACTOR or its SUBCONTRACTORS perform
any work or services related to the WORK described in the CONTRACT, together
with such additional areas as may be allocated in writing by OWNER for
temporary use by CONTRACTOR.
1.32
SUBCONTRACT
Subcontract means any contract, including but not limited to purchase orders,
placed by CONTRACTOR with a SUBCONTRACTOR.
1.33
SUBCONTRACTOR
Subcontractor means any person or company (other than OWNER) having a
contract directly or indirectly with CONTRACTOR and of any tier, including but not
limited to suppliers or vendors of MATERIALS for the performance of any part of
the WORK.
1.34
TAX or TAXES
Tax or Taxes shall include but not limited to all income, profit, withholding,
franchise, excess profits, royalty, other taxes, personal property taxes,
employment taxes and contributions imposed or that maybe imposed by law,
regulations or trade union contracts, which are imposed by or on behalf the Inland
Revenue Board (IRB) or of any taxing authority and includes penalties, interest
and fines in respect thereof.
1.35
WORK
Work means all duties, obligations and work to be performed and services to be
rendered by CONTRACTOR as expressly set forth in the PROJECT
SPECIFICATION in relation to the design, supply, construction and handover of
all the works and facilities, including, but not limited to, all work of a permanent
and temporary nature and all of CONTRACTOR's activities as described in the
Section C - Project Specification as specified in this CONTRACT.

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1.36
In the event of ambiguity, inconsistency or conflict between the provisions of the

CONTRACT Form and the Exhibits, the CONTRACT Form shall prevail over the
Exhibits.
In the event of ambiguity, inconsistency or conflict between the provisions of the
Exhibits, OWNER shall have the discretion to decide the order of prevalence
amongst the Exhibits.
END OF ARTICLE

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ARTICLE 2
2.0
CONTRACT DOCUMENTS
2.1
The following Contract Documents together constitute this CONTRACT:
2.2
(i)
General Conditions of Contract;
(ii)
Letter of Award dated [
(iii)
Minutes of Techno-Commercial Clarification Meeting;
(iv)
Clarification correspondences
Commercial Proposals;
(v)
Clarification to the INVITATION TO BID (ITB) DOCUMENT (if any);
(vi)
Addenda to the INVITATION TO BID (ITB) DOCUMENT (if any);
(vii)
INVITATION TO BID (ITB) DOCUMENT; and
(viii)
CONTRACTORs Technical and Commercial Proposals.
];
to
CONTRACTORS
Technical
and
The Contract Documents are to be read as a whole and are to be taken as

mutually explanatory of one another. The effect or operation of any Article or
Clause in the Contract Documents must, unless otherwise specifically stated, be
read subject to any relevant qualification or modification in any other Article or
Clause in the Contract Documents. In the event of a conflict between the
documents which comprise the Contract Documents, the order of
precedence shall be as listed in Article 2.1 above.
The fact that any one of the Contract Documents shall specify services or acts
to be done in more particularity, or shall require more services or acts to be
done in connection with any particular operation, than is required by another of
the Contract Documents, is not and shall not be considered as conflict. It is the
intention of the Contract Documents and their provisions shall be
cumulative.

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2.3
If any discrepancy or divergence exists between any of the documents or parts

of any one of them, CONTRACTOR shall immediately notify OWNER of
such instances and shall issue instruction in regard thereto. Otherwise the
articles of the General Conditions of Contract shall take precedence in the event
of ambiguity or it being in conflict or inconsistent with any other referred
document. Should CONTRACTOR fail to give notice to OWNER as aforesaid
or fail to discover such conflicts, errors or omissions in the aforementioned
documents as should reasonably have been discovered by Package
Contractor, all costs directly resulting from such failure shall be borne by the
CONTRACTOR.
2.4
All standards, codes, instructions, specification, drawings and other

documents which are referred to in the Appendices/Schedules/Exhibits
shall be deemed incorporated herein by reference and made a part hereof.
If any discrepancy or divergence exists between any of the documents or
parts of any one of them, CONTRACTOR shall immediately notify OWNER
of such instances and shall issue instruction in regard thereto. Otherwise
the articles of the CONTRACT shall take precedence in the event of
ambiguity or it being in conflict or inconsistent with any other referred
document. Should CONTRACTOR fail to give notice to OWNER as
aforesaid or fail to discover such conflicts, errors or omissions in the
aforementioned documents as should reasonably have been discovered by
CONTRACTOR, all costs directly resulting from such failure shall be borne
by CONTRACTOR.
2.5
None of the documents herein before mentioned shall be used by

CONTRACTOR for any purpose other than for this CONTRACT.
2.6
Any reference or detail provided in any one of the above documents but not
in others shall be taken as read in all documents in this CONTRACT.
2.7
The headings and subheadings in the CONTRACT are used for convenience
and ease of reference and shall not affect or limit the interpretation or
construction of this CONTRACT.
END OF ARTICLE

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ARTICLE 3
3.0
DURATION OF CONTRACT
3.1
Subject to the termination provisions of this CONTRACT, this CONTRACT

shall commence on the EFFECTIVE DATE and be valid for a period of twenty
four (24) months or until completion of the WORK and fulfillment of all of the
CONTRACTORs obligations under this CONTRACT, whichever is later.
3.2
CONTRACTOR shall complete the WORK within the stipulated time periods as
prescribed in Section A - Instruction To Bidder of the ITB, or any other
period as specified in the CONTRACT.
END OF ARTICLE

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ARTICLE 4
4.0
PROJECT SPECIFICATION AND GENERAL OBLIGATIONS
4.1
CONTRACTOR shall, as an independent contractor, upon and subject to this

CONTRACT, design, construct and complete the WORK shown in Section C
Project Specification of the ITB and described by or referred to in the PROJECT
SPECIFICATIONS in compliance therewith using equipment, MATERIALS, goods,
workmanship and software of the quality and standards therein specified and if
they are not so specified, the selection of any PROJECT SPECIFICATIONS for
any kinds and standards of the equipment, MATERIALS, goods and workmanship
to be used in the construction of the WORK as approved by OWNER.
CONTRACTOR shall also make good any defect, imperfection or any other fault
whatsoever which may appear during the DEFECTS LIABILITY PERIOD.
4.2
CONTRACTOR shall execute the WORK and, upon OWNERs instruction, the
exercise of the optional scope (if applicable).
4.3
CONTRACTOR shall observe and comply with the requirements of ISO

9001:2008 or equivalent standard, which effectively provides detailed procedures
for managing the quality of design, construction and service as set out in Section
C, Part IV of the ITB and use such procedures and forms as OWNER has
developed in relation to the PROJECT which OWNER may amend from time to
time by notice in writing to CONTRACTOR subject to the terms and conditions set
out hereinafter.
4.4
CONTRACTOR shall strictly comply with the planning

requirements as set out in the CONTRACT.
4.5
CONTRACTOR shall organize, schedule and coordinate the carrying out of the
WORK, including the works of SUBCONTRACTORS, suppliers and vendors with
the activities of other contractors employed by OWNER in connection with the
PROJECT, public or private utilities, any governmental or statutory authority or
their authorized servants or agents and shall liaise therewith at all times. OWNER
shall reasonably assist CONTRACTOR whenever required at no cost to OWNER.
CONTRACTOR shall monitor such coordination and advise OWNER in writing as
and when it becomes apparent that the progress of the WORK is likely to be the
subject of delay and or disruption and will recommend reasonable proposals to
and scheduling

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reduce or prevent such delay and/or disruption provided that such delay or
disruption is not caused by CONTRACTOR. CONTRACTOR shall understand that
OWNER, and OWNERs subcontractors may be working at the SITE during the
execution of the WORK and in order to co-ordinate and achieve harmony amongst
the parties, CONTRACTOR shall, in accordance with OWNERs requirements and
at CONTRACTORs expense, make minor adjustments to its work sequence in
such manner as to not unduly interfere with and thereby afford other contractors
all reasonable opportunities to carry out their works.
4.6
Accordingly, CONTRACTOR shall:

(a)
take all steps to ensure that the design and the WORK are coordinated
and integrated with the design and construction of such other works to the
extent available to CONTRACTOR, and shall in particular (but without
limitation) consult, liaise and co-operate to a possible and reasonable
extent with those responsible for carrying out such other works and/or
services including the preparation of joint schedules, method statements,
coordination drawings and specifications; and
(b)
exert reasonable effort not to impede and shall afford all reasonable
facilities, access and/or services to OWNER, any public or private utilities
company/department, any governmental or statutory authority, their
authorized servants or agents and others who may be engaged at the
SITE or adjacent thereto (whether employed by OWNER or not) and who
are or may carry out work thereon.
4.7
In relation to its obligations under this Article, CONTRACTOR shall be deemed to

have made reasonable allowance in the CONTRACT PRICE and in the schedules
for its obligations to coordinate and for any reasonable interference with the
progress of the WORK caused by the concurrent and sequential work by others as
well as visits by OWNER and/or State and Governmental representatives and for
all expenses arising in relation to provision of such facilities, access and/or
services.
4.8
In the event that any activity or WORK or the supply of equipment or MATERIAL
the nature of which are necessary for the successful implementation of this
CONTRACT but is not specifically mentioned in the PROJECT SPECIFICATIONS,
drawings or any of the Contract Documents but becomes necessary to ensure the
successful implementation of the WORK according to the specifications laid down
in the CONTRACT and the intent thereof, and is known pursuant to established
engineering and design principles to be necessary, ancillary or instrumental for the

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successful implementation of a project similar in nature, scope and specifications

to the WORK, such activity or WORK shall also become part of the CONTRACT
as if the same had been originally included. Such WORK to be provided pursuant
to this Article shall not be construed to be that in accordance with Article 12 and
as such all costs and expenses incidental thereto shall be for CONTRACTORs
account.
4.9
CONTRACTOR shall ensure that the WORK is executed in accordance with the
agreed time schedule such that the WORK is completed in accordance with the
provisions of Article 3.
4.10
If progress on any element of the WORK which is on the critical path for the
implementation of the CONTRACT falls behind schedule, or if progress is not
being maintained on items which would become critical if no action were taken,
then and in each such case CONTRACTOR shall, at its own initiative take
measures acceptable to OWNER to eliminate delay in or mitigate the effect on
completion of the WORK in accordance with the CONTRACT.
4.11
If CONTRACTOR fails to take, at its own initiative, measures as aforesaid, or if

OWNER does not agree to the measures proposed by CONTRACTOR, OWNER
shall have the right at its sole discretion to require CONTRACTOR to, and
CONTRACTOR shall forthwith implement such measures as OWNER deems
necessary, eliminate the delay in or mitigate the effect on completion of the
WORK. Such measures may include but not limited to an increase in the amount
of CONTRACTORS CONTRUCTION EQUIPMENT and labour, the number of
shifts, overtime operations, and/or days of work. All costs and expenses involved
in taking any or all of the measures referred to in Articles 4.10 and 4.11 shall be
for CONTRACTOR's account and shall not be considered as a CHANGE ORDER.
4.12
CONTRACTOR shall notify OWNER in writing as soon as any factor arises which
is likely to have an effect on the period and/or dates referred to in Article 3, but in
no event later than fifteen (15) calendar days after the factor which is likely to
affect the schedule/dates as aforesaid could have reasonably been known by
CONTRACTOR. Such notification shall not be construed as a discharge of any of
CONTRACTOR's obligations under the CONTRACT. Should CONTRACTOR fail
to advise OWNER within the aforesaid period without any reasonable justification,
then OWNER may at its sole discretion decide that such factor is attributable to
CONTRACTOR.

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4.13
CONTRACTOR is deemed to have ascertained the nature and extent of risk

relating to the WORK and has gathered all information necessary for it to perform
the WORK in accordance with the CONTRACT, including but not limited to
information as to the character of the WORK, local conditions and facilities,
conditions of labour, wage standards, industrial matters, safety requirements,
environmental matters, legislative requirements and approvals required from
authorities.
4.14
CONTRACTOR shall be deemed to have inspected and examined the SITE and
its surroundings and to have satisfied itself before submitting its bid as to the
nature of the ground and subsoil, the form and nature of the SITE, the extent and
nature of the work, services, equipment, MATERIALS and goods necessary for
the completion of the WORK, the means of communication with and access to the
SITE, the accommodation CONTRACTOR may require and in general to have
obtained for itself all necessary information as to risks contingencies and all
circumstances influencing and affecting the CONTRACT PRICE. Any information
or document given or forwarded by OWNER to CONTRACTOR shall not relieve
CONTRACTOR of its obligations under the provisions of this CONTRACT.
OWNER gives no warranty for the information or documentation either as to the
accuracy or sufficiency or as to how the same should be interpreted or otherwise
howsoever and CONTRACTOR shall make use of and interpret the same entirely
at its own risk.
4.15
No claim by CONTRACTOR for additional payment or extension of time will be

allowed on the ground of any misunderstanding in respect of the matters referred
to in Article 4.14 or otherwise on the ground of any allegation or fact that is
incorrect or that insufficient information was given to CONTRACTOR by any
person acting for or on behalf of OWNER nor shall CONTRACTOR be relieved
from any risk or obligation imposed on or undertaken by CONTRACTOR under the
CONTRACT or any such ground or on the ground that CONTRACTOR did not or
could not foresee any matter which may in fact affect or have affected the
execution of the WORK.
4.16
CONTRACTOR shall acquire all information and technical data required from
other contractors working at the premises of OWNER in order to enable
CONTRACTOR to fulfill its obligations under the CONTRACT. Where necessary
CONTRACTOR shall ensure proper co-ordination with other contractors and shall
keep OWNER always informed in advance. CONTRACTOR shall allow other

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contractors appointed by OWNER to have access to the SITE as instructed by

OWNER.
4.17
CONTRACTOR shall not in any way be relieved from any obligation under the
CONTRACT should any information whether obtained from OWNER or otherwise
be incorrect and/or insufficient and shall make its own enquiries as to the accuracy
and adequacy of such information and shall further ensure that it acquires all
information required for the proper performance of the WORK.
4.18
Should good engineering, construction or industry practice require any work or

material to be necessary for the proper functioning of the WORK, or should the
proper functioning of the WORK warrant the provision of work or material that
were omitted from or could reasonably be inferred from the PROJECT
SPECIFICATION then CONTRACTOR shall perform all such work, supply or
arrange for the supply of all such material at no cost to OWNER as if the same
had been originally included or described in the CONTRACT. Such work and
material to be provided pursuant to this Article shall not be construed as a
CHANGE ORDER under Article 12.
4.19
Any approval, consent, instruction, comment, advice and the like given to
CONTRACTOR under the CONTRACT (or not given, as the case may be) by or
on behalf of OWNER shall not relieve CONTRACTOR from any obligation under
the CONTRACT.
4.20
CONTRACTOR shall at all times perform the WORK, in such a manner as will
always safeguard and protect OWNER's interests and take all necessary and
proper steps to prevent abuse or uneconomical use of facilities made available to
CONTRACTOR.
4.21
For the purpose of the execution of the WORK and subject to the Work Permit
rules of OWNER, OWNER shall make access to the necessary parts of the SITE
available to CONTRACTOR at no expense to CONTRACTOR, except that
OWNER may at its sole discretion limit the access to and use of any such parts of
the SITE for safety or other reasons. OWNER however reserves the right at all
times to allow other parties in privity of contract with OWNER to be admitted to the
SITE. CONTRACTOR shall co-operate with such other parties in privity of contract
with OWNER in order that the WORK and the work of such parties may be carried
out in such a way as will serve OWNERs interest.

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4.22
During execution of the WORK and throughout the duration of the CONTRACT,
CONTRACTOR shall ensure that no unauthorized person enters the SITE or
remains thereon other than as approved and authorized by OWNER.
4.23
CONTRACTOR shall comply promptly with all instructions issued by OWNER. If

within seven (7) days of the receipt of a written notice from OWNER requiring
compliance with an instruction the CONTRACTOR does not comply therewith then
OWNER without prejudice to any other rights or remedies available to OWNER
under the CONTRACT may employ and pay other persons to execute any work
and/or services whatsoever which may be necessary to give effect to such
instruction and all costs incurred in connection with such employment shall be
recoverable from the CONTRACTOR as a debt or may be deducted from any
money due or to become due to the CONTRACTOR under the CONTRACT.
4.24
CONTRACTOR shall ensure that all WORK be carried out strictly in accordance
with OWNER'S health, safety, security and environment standards, codes and
rules and in compliance with any Government and/or local regulations which may
exist or be made. CONTRACTOR shall ensure that all members of its workforce
and those of SUBCONTRACTORS be familiar with and adhere to OWNER'S
procedures and practices for working safely.
4.25
CONTRACTOR shall keep the SITE in an orderly and dry condition and during the
work period, CONTRACTOR shall regularly remove all waste and spoils from
SITE to the satisfaction of OWNER. The OWNER will nominate an overall waste
management company, whom the CONTRACTOR shall engage with for the
disposal of all kind of waste generated during the WORK duration. Prior to the
commencement of common waste management service, CONTRACTOR shall
gather and dispose of all its waste in the areas or dump sites approved by local
authorities. Non-authorised dumping shall be corrected by CONTRACTOR at no
cost to OWNER.
4.26
CONTRACTOR shall notify OWNER in writing before commencing any portion of

the WORK if, in CONTRACTORs opinion, CONTRACTOR is prevented from
properly executing such portion of the WORKS. However, such notification shall
not relieve CONTRACTOR of its responsibilities under the CONTRACT.
4.27
CONTRACTOR shall notify OWNER regarding defects, errors or inconsistencies

that appear in the drawings, specifications or any other documents in the
CONTRACT before commencing the portion of the WORK affected. OWNER shall

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not in any event be liable for loss suffered by CONTRACTOR for such defects,
errors, omissions or inconsistencies.
4.28
CONTRACTOR and SUBCONTRACTORS, including their agents, shall procure

all petroleum, oil and lubricant products required for execution of the WORK solely
and exclusively from the OWNERs Affiliate, PETRONAS Dagangan Berhad,
(PDB) Southern Region, Johor Baharu. CONTRACTOR, SUBCONTRACTOR
and its agents shall submit their request for the product requirements to PDB.
CONTRACTOR shall provide the OWNER reports and receipts of the purchase by
CONTRACTOR, SUBCONTRACTOR and its agents of the products mentioned
herein on a quarterly basis.
END OF ARTICLE

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ARTICLE 5
5.0
CONTRACTOR AND SUBCONTRACTORS
5.1
CONTRACTOR shall act as an independent contractor with respect to the WORK,

and neither CONTRACTOR nor any direct or indirect SUBCONTRACTOR of any
tier nor the employees, agents, representatives, or workmen of either shall be
deemed to be the employees, agents, representatives, or workmen of OWNER in
the performance of the WORK.
5.2
CONTRACTOR shall at all times ensure that the WORK is carried out by an
adequate organization under the supervision of a fully qualified and authorized
representative appointed by CONTRACTOR who shall be duly authorized to
receive and carry out instruction from OWNER.
5.3
CONTRACTOR shall at all times employ such staff and shall employ or cause to
be employed such labour on the WORK which will always be in number and of
competence (including carefulness, skill and experience) adequate to carry out the
WORK in accordance with the CONTRACT. Should in the opinion of OWNER
such staff and/or labour be inadequate in number and/or competence,
notwithstanding what has been specified in CONTRACTOR's Proposal,
CONTRACTOR shall, without extra cost to OWNER and without affecting
schedule employ additional or alternative competent staff and shall employ or
cause to be employed additional or alternative competent labour.
5.4
(a)
CONTRACTOR shall not replace any member of CONTRACTOR's or

SUBCONTRACTOR's key personnel as defined in CONTRACTOR's
Proposal without OWNER's prior written consent, which consent shall not
unreasonably be withheld, but subject to Article 27.
(b)
CONTRACTOR shall forthwith and in no later than seven (7) calendar days
replace any member of CONTRACTOR's personnel or any
SUBCONTRACTOR or member of SUBCONTRACTOR's personnel whom
OWNER refuses to allow access to the SITE or perform any part of the
WORK. Any cost incurred in connection with such replacement shall be for
CONTRACTOR's account.

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5.5
CONTRACTOR shall have complete control of the personnel engaged in the

performance of the WORK and shall ensure that all such personnel, shall comply
with OWNER's rules and regulations prevailing at the time in question.
5.6
CONTRACTOR shall maintain, and shall ensure that SUBCONTRACTORS

maintain, good industrial relations. CONTRACTOR shall maintain conditions and
terms of employment on the SITE which are compatible with and at least equal to
the normal terms and conditions which apply in the area.
5.7
CONTRACTOR shall inform OWNER on any problem arising or likely to arise in

the field of industrial relations and employment policies, and in any specific case
requested by OWNER.
5.8
CONTRACTOR
shall
likewise
maintain
and
shall
ensure
that
SUBCONTRACTORS maintain goodwill with the Government Authorities and
various regulatory bodies, and with the general public and where necessary shall
consult OWNER in this respect.
5.9
CONTRACTOR shall not be entitled to enter into a SUBCONTRACT for the

performance of the whole of the WORK, but subject to the approval of OWNER
may have the right to enter into SUBCONTRACTS for the performance of parts of
the WORK, all in accordance with the terms of the CONTRACT. When requested
by OWNER, CONTRACTOR shall provide OWNER with a copy of
SUBCONTRACTS, identifying therein the mandatory clauses CONTRACTOR is to
insert into the SUBCONTRACTS pursuant to the CONTRACT.
5.10
CONTRACTOR shall not be relieved from any of its obligations under the
CONTRACT by entering into a SUBCONTRACT and CONTRACTOR shall be
responsible for the acts, defaults and neglects of any SUBCONTRACTOR of any
tier and its employees, agents, representatives, or workmen as fully as if they
were the acts, defaults or neglects of CONTRACTOR, its employees, agents,
representatives, or workmen.
5.11
CONTRACTOR shall conclude SUBCONTRACTS in its own name and for its own
risk. No SUBCONTRACT shall bind or purport to bind OWNER and each
SUBCONTRACT shall provide for the possibility of its immediate termination at
any time.

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5.12
CONTRACTOR accepts full and exclusive responsibility for the payment of all
salaries, wages, commissions, allowances and other remuneration to
CONTRACTOR's or any SUBCONTRACTOR's employees, agents or
representatives and for the deduction and payment of the applicable TAXES,
social premiums therefrom for remittance to TAX or other authorities.
5.13
OWNERs right to inspect the WORK under the CONTRACT shall apply equally to
work performed by SUBCONTRACTORS and CONTRACTOR shall ensure that
OWNER can have access to all such SUBCONTRACTORS for the purpose of
carrying out inspections and checks.
5.14
The CONTRACTOR shall be deemed to have:(a) carefully read the Contract documents to determine all the necessary services,
labour, equipment and MATERIALS required for the performance of the
WORK;
(b) familiarize itself with the SITE, any restrictions applicable to or associated with
the site whether imposed by any authority or third party and all ingress and
egress from it; and
(c) obtain for itself in advance a full understanding and knowledge of the nature
and scope of the WORK and of the conditions under which the WORK will be
carried out.
END OF ARTICLE

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ARTICLE 6
6.0
POSSESSION OF SITE
6.1
Unless the CONTRACT shall otherwise provide, possession of the SITE as

complete as may reasonably be possible but not so as to constitute a tenancy,
shall be given on or before the date for possession stated in the Letter of Award to
CONTRACTOR who shall thereupon and forthwith commence the WORK and
CONTRACTOR shall regularly and diligently proceed with and complete the
WORK on or before the date for completion as per the Project Milestone Dates as
set out in Section A Instruction To Bidder of the ITB.
6.2
CONTRACTOR hereby acknowledges that possession of the SITE may be given

in sections or in parts and subject to any other restrictions upon possession of the
SITE which shall be stated in the CONTRACT.
6.3
In the event of any delay in giving possession of the SITE from the date for
possession as stated in the CONTRACT or delay in giving any part of the SITE as
provided in the CONTRACT, OWNER may issue instructions in regard to the
revision of the date for possession and the date for completion or SECTIONAL
ACCEPTANCE and PROVISIONAL ACCEPTANCE shall be appropriately revised
under Article 10.
6.4
CONTRACTOR shall throughout the progress of the WORK take full responsibility
for the adequacy, stability, security and safety of all operations on the SITE other
than those of contractors employed directly by OWNER with whose safety and
security arrangements CONTRACTOR shall, nevertheless, co-ordinate its
obligations under this Article bringing to the immediate attention of OWNER in
writing any inadequacy in the arrangements of other contractors which comes to
CONTRACTORs attention and which could adversely affect the execution of the
WORK in accordance with the CONTRACT. CONTRACTOR shall have full regard
for the safety and security of all persons on the SITE. CONTRACTOR shall keep
and maintain the SITE and the WORK in an orderly state appropriate to the
avoidance of danger to all persons.
6.5
CONTRACTOR shall ensure that no unauthorized person enters the SITE or

remains thereon at all times.

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6.6
CONTRACTOR shall ensure that all operations necessary for the execution of the
WORK shall be carried out so as not to interfere unnecessarily or improperly with
the convenience of the public or the access to, use and occupation of public or
private roads or footpaths or to properties whether in the possession of OWNER
or of any other persons and CONTRACTOR shall hold harmless and indemnify
OWNER in respect of all claims, demands, proceedings, damages, costs, charges
and expenses whatsoever arising out of or in relation to such matters in so far as
CONTRACTOR is responsible therefore. CONTRACTOR shall also ensure that no
road or footpath shall be closed to traffic or pedestrian unless OWNER's written
permission shall first have been obtained.
6.7
Where OWNER and its employees or any person or body appointed or authorized
by it carries out any investigation in relation to any accident, failure or other event
which has occurred to, in or in connection with the WORK or any part thereof for
the purpose of determining the cause or reason for the said accident, failure or
event, CONTRACTOR shall render all such necessary assistance and facilities as
may be required by OWNER and its employees or such person or body, including
the giving of access to all specifications, designs, records and other available
information relating to the WORK except for those containing or pertaining to
pricing, margins, trade secrets and other proprietary information.
6.8
CONTRACTOR shall use every reasonable means to prevent any of the

highways, bridges or other facilities connecting with or on the routes to the SITE
from being damaged by any traffic of CONTRACTOR or any of the
SUBCONTRACTORS or suppliers and in particular shall select routes, choose
and use appropriate means of transportation and restrict and distribute loads so
that any such extraordinary traffic as will inevitably arise from the moving of
equipment and materials from and to the SITE shall be limited, as far as
reasonably possible, and so that no unnecessary damage may be occasioned to
such highways, bridges and other facilities.
6.9
CONTRACTOR shall be entirely responsible for the efficient and safe disposal of
any rain or flood water which falls or accumulates on the SITE as well as any rain
or flood water or debris that flows onto the SITE from any adjacent land and any
damage caused therefrom. In addition, CONTRACTOR shall be entirely
responsible for damage caused solely by CONTRACTOR to neighbouring lands
and other properties as a direct result of the CONTRACTORs or its
SUBCONTRACTORs negligence or failure to perform its obligations under the
CONTRACT.
END OF ARTICLE

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ARTICLE 7
7.0
CONTRACT ADMINISTRATOR & REPRESENTATIVE
7.1
OWNER CONTRACT ADMINISTRATOR
7.1.1
OWNER CONTRACT ADMINISTRATOR is the person who shall be responsible

for administering this CONTRACT on OWNER's behalf and for issuing any
instructions pertaining to the CONTRACT.
OWNER CONTRACT
ADMINISTRATOR shall have the authority to make final decisions for OWNER
on all questions, controversies or disputes involving the interpretation and
implementation of this CONTRACT and all such decisions shall be accepted by
CONTRACTOR.
7.1.2
Pursuant to this, OWNER designates __________________________________

as OWNER CONTRACT ADMINISTRATOR.
7.2
OWNER REPRESENTATIVE
7.2.1
OWNER REPRESENTATIVE shall have the right at all times to receive all
information pertaining to records, reports and any other information
pursuant to the scope of WORK and other EXHIBITS attached hereto. OWNER
REPRESENTATIVE shall be entitled to inspect all WORK performed hereunder
and to witness and to check all tests on CONTRACTORs equipment.
7.2.2
OWNER REPRESENTATIVE shall have the right to reject or disapprove of any

part of the WORK which does not conform to this CONTRACT and to decide all
questions which may arise relating to the performance of the WORK.
7.2.3
Notwithstanding the above, the presence of and the inspectio n by OWNER

REPRESENTATIVE shall not relieve CONTRACTOR from CONTRACTOR's
obligations and duties and shall not prejudice OWNER's rights under this
CONTRACT.
7.2.4
OWNER
REPRESENTATIVE
shall
consult
CONTRACTOR
REPRESENTATIVE in planning and coordinating the WORK, and all
instructions given by OWNER REPRESENTATIVE consistent with the provisions

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of this CONTRACT. OWNER REPRESENTATIVEs instructions shall be deemed

those of OWNER and shall be complied with by CONTRACTOR.
7.2.5
Pursuant
to
this,
OWNER
________________________________________
as
REPRESENTATIVE.
7.3
CONTRACTOR CONTRACT ADMINISTRATOR
7.3.1
CONTRACTOR CONTRACT ADMINISTRATOR is the person who shall be

responsible for and is duly authorised to represent CONTRACTOR at all times
during the progress of the WORK and to act on any request made by OWNER in
the performance of the WORK pursuant to the terms of this CONTRACT.
7.3.2
The CONTRACTOR CONTRACT ADMINISTRATOR or his nominee shall have

full authority concerning the WORK and shall have full authority to proceed with
the WORK and every part thereof in conformity with this CONTRACT. OWNER
shall be entitled to rely on all decisions and positions of CONTRACTOR
CONTRACT ADMINISTRATOR or his nominee as being those of
CONTRACTOR. CONTRACTOR CONTRACT ADMINISTRATOR and his
nominee shall at all times be the employee of CONTRACTOR.
7.3.3
Pursuant
to
this,
____________________________
ADMINISTRATOR.
as
CONTRACTOR
CONTRACTOR
designates
OWNER
designates
CONTRACT
7.4
PACKAGE CONTRACT REPRESENTATIVE
7.4.1
The person(s) employed by CONTRACTOR who shall have supervisory

authority over the WORK and with whom OWNER REPRESENTATIVE may plan
and coordinate the performance of the WORK. Notice concerning operations
which are transmitted to CONTRACTOR through its designated
CONTRACTOR REPRESENTATIVE shall be deemed, for the purpose of this
CONTRACT,
to
have
been
sufficiently
given.
CONTRACTOR
REPRESENTATIVE and his nominee shall at all times be the employee of
CONTRACTOR.

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7.4.2
Pursuant
to
this,
CONTRACTOR
designates
_______________________________ as CONTRACTOR REPRESENTATIVE.
7.4.3
CONTRACTOR may change the CONTRACTOR REPRESENTATIVE and/or

CONTRACTOR CONTRACT ADMINISTRATOR from time to time and give prior
written notice of such changes.
7.5
OWNERs CONSULTANT
7.5.1
OWNERs CONSULTANT is the entity appointed by OWNER who is authorized

to act on OWNERs behalf for the management and supervision of the WORK.
7.5.2
Pursuant to this, OWNER designates Consortium comprising of Technip

France S.A.S. and Technip Geoproduction (M) Sdn. Bhd. as OWNERs
CONSULTANT.
END OF ARTICLE

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ARTICLE 8
8.0
CONTRACT PRICE AND PAYMENT
8.1
In full consideration of the execution of the WORK and of the fulfillment of

CONTRACTOR's other obligations under the CONTRACT, OWNER shall, subject
to the provisions of the CONTRACT, pay or cause to be paid to CONTRACTOR
the CONTRACT PRICE as stipulated in the CONTRACT.
8.2
Notwithstanding anything to the contrary stated elsewhere in this CONTRACT,

OWNER shall not be obliged to pay CONTRACTOR any remuneration before
satisfactory receipt by OWNER of the Performance Bond, Parental Guarantee
pursuant to Article 18 and all relevant insurance policies/cover notes pursuant to
Article 16.
8.3
The CONTRACT PRICE will be paid in Ringgit Malaysia and in accordance with
the relevant payment terms stated in Section A, Part 3, Attachment 4 of the ITB
and Section C, Part IV, 13.0 Project Specification - Specifications, Drawings,
Procedures And Requirements (Progress Measurement And Payment) of the
CONTRACT. CONTRACTOR shall submit invoices to OWNER for all progress
payment in accordance with the procedure agreed between the PARTIES. Each
such invoice shall be supported by a certificate stating the actual physical
progress achieved and amount earned by the CONTRACTOR. OWNER shall pay
the CONTRACTOR the relevant payment within thirty (30) calendar days of the
date of receipt by OWNER of the correct invoices together with supporting
documents.
8.4
Upon notification of any erroneous billings made by or payments made to

CONTRACTOR by OWNER, CONTRACTOR shall within fourteen (14) working
days, make appropriate adjustments therein and reimburse to OWNER any
amounts of overpayment still outstanding as reflected by the said adjustments,
notwithstanding the fact that a temporary withholding or a correction of
discrepancy may have been effected previously. Notwithstanding the foregoing,
OWNER shall be entitled to deduct such amount from payment due to
CONTRACTOR. Accordingly, OWNER shall pay CONTRACTOR any amount of
underpayment subject to verification thereof.

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8.5
All payments to be made by OWNER under the CONTRACT shall be remitted into
bank accounts to be designated by CONTRACTOR, subject to the following:
(a) OWNER shall have the right to deduct any money properly due to OWNER
from CONTRACTOR under the CONTRACT from any payment to be made by
OWNER to CONTRACTOR under the CONTRACT.
(b) If OWNER disputes any item or amount in any invoice submitted by
CONTRACTOR, OWNER shall notify CONTRACTOR within thirty (30) working
days following receipt of the invoice specifying OWNER's complaint and
payment of the disputed items or amounts shall be withheld until settlement of
the dispute. Interest shall not be levied on any payment withheld by OWNER.
Payments made by OWNER shall not preclude the right of OWNER from
thereafter disputing any of the items or amount paid.
Payment of the items or amounts after the settlement of the dispute shall be made
within thirty (30) calendar days after receipt of an invoice for such item or amount.
8.6
OWNER shall at all times have the right to carry out audits of CONTRACTOR's
books and records insofar as they relate to any amounts due under CONTRACT.
CONTRACTOR shall keep appropriate accounting records and methods to enable
OWNER to carry out such audits.
8.7
Payment made by OWNER under this CONTRACT shall not preclude the right of
OWNER to thereafter dispute any of the items invoiced and shall not constitute an
admission by OWNER as to the performance by CONTRACTOR of its obligations
hereunder and in no event shall any such payment affect the warranty obligations
by CONTRACTOR. Any payments withheld shall be without prejudice to any
other rights or remedies available to OWNER.
8.8
No additional payment beyond what has been agreed in the CONTRACT will be
paid to the CONTRACTOR due to the CONTRACTORs lack of understanding of
the nature and scope of the WORK which a reasonably prudent contractor should
have determined and understood in advance, or due to the CONTRACTORs
conclusions or interpretations of any data or information nor shall CONTRACTOR
be relieved from any risk or obligation imposed on or undertaken by him under the
CONTRACT on any such ground or on the ground that he did not or could not
foresee any matter which may in fact affect or has affected the execution of the
WORK.

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8.9
Any failure by the CONTRACTOR to take account of matters, which may affect the
WORK, will not relieve the CONTRACTOR from its obligations under the
CONTRACT.
8.10
Payment due to CONTRACTOR may be withheld by OWNER on account of

unsatisfactory performance of the CONTRACT, the filing of claims against
OWNER caused by acts or omissions of CONTRACTOR or failure of
CONTRACTOR to pay amounts when due for labour or materials used by
CONTRACTOR in doing WORK or amounts due to CONTRACTOR'S
SUBCONTRACTORS on the WORK. OWNER shall have the right to deduct any
monies due to the CONTRACTOR under this CONTRACT in the event and on
proof of default in payment of wages by CONTRACTOR, for settlement of such
claim.
Such payment shall be deemed to be a payment made to the
CONTRACTOR by OWNER under and by virtue of this CONTRACT.
8.11
CONTRACTOR shall submit the calculation of the final close-out amount not later
than thirty (30) calendar days after WORK has been completed.
END OF ARTICLE

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ARTICLE 9
9.0
TIME FOR COMPLETION AND ACCEPTANCE OF WORK
9.1
CONTRACTOR shall undertake to commence the WORK on the EFFECTIVE

DATE and to complete the WORK within the time specified in Section A, Part II of
the ITB and in accordance with the planned overall RAPID PROJECT workforce
ramp up. CONTRACTOR acknowledges that completion of the WORK on time is
of prime importance to OWNER and shall ensure that all stages of the WORK are
completed within the Date or Time for Completion stipulated under Article 14.
9.2
CONTRACTOR shall notify OWNER in writing when it deems that the WORK is
completed including completion of any required tests as specified and prepared as
set forth in the CONTRACT. Within fourteen (14) calendar days after receipt of
CONTRACTORs notification, OWNER shall advise CONTRACTOR of any
defects that are discovered.
9.3
If CONTRACTOR is notified of any defects, CONTRACTOR shall take corrective

measures to remove those defects, and again notify OWNER that the WORK is
deemed complete. OWNER will then have an additional fourteen (14) calendar
days to advise CONTRACTOR of any additional defects before the WORK can be
considered as complete.
SECTIONAL ACCEPTANCE
9.4
OWNER shall, upon the written application of CONTRACTOR, issue a

SECTIONAL PROVISIONAL ACCEPTANCE CERTIFICATE in respect of any
SECTION which has been completed to the satisfaction of OWNER and in
accordance with the provisions of the CONTRACT or in respect of any part of the
WORK (which part being hereinafter referred to in this Article as "the relevant
part") of which OWNER shall have taken beneficial use and occupation.
9.5
In relation to a SECTION, the SECTION shall not be regarded as having reached

handover unless it has reached the stage that, inter alia:
(a)
the OWNER can have full, proper and beneficial use of the SECTION or
part for its intended purpose (save only in so far as such use is limited by
reason of any other SECTION or part not having been completed)

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notwithstanding that there may be WORK of a very minor nature still to be

executed provided that such WORK do not prevent such full, proper and
beneficial use as aforesaid;
(b)
the CONTRACTOR has given to the OWNERS REPRESENTATIVE an

undertaking to complete any outstanding work;
(c)
the SECTION has passed any commissioning tests relevant thereto;
(d)
such training as the OWNERS REPRESENTATIVE, may direct should be

completed before a SECTION or part thereof can be regarded as
completed has in fact been completed; and
(e)
any manuals required by the CONTRACT DOCUMENTS to be prepared

before completion of a SECTION has been completed and delivered to the
OWNER and in relation to a part that such manuals as the OWNERS
REPRESENTATIVE may direct should be prepared relative to such part
before such part can be regarded as completed, have in fact been
completed.
PROVISIONAL ACCEPTANCE
9.6
Upon completion of the WORK and all requirements thereof have in the opinion of
CONTRACTOR been met; CONTRACTOR shall so notify OWNER in writing.
Within thirty (30) days thereafter, OWNER will either notify CONTRACTOR of
non-conformance with the requirements of the CONTRACT or upon satisfaction of
OWNER, issue a DEFECTS LIABILITY PERIOD. In the former event,
CONTRACTOR shall at no cost to OWNER immediately take all actions
necessary to rectify such non-conformance to the satisfaction of OWNER.
9.7
As prerequisite to the issuance of DEFECTS LIABILITY PERIOD, CONTRACTOR

shall submit to OWNER the following:
i. Performance Bond as per Article 18.3;
ii. Test results;
iii. Application for close out together with detailed calculation for final
CONTRACT PRICE for the WORK;

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9.8
SECTIONAL ACCEPTANCE and PROVISIONAL ACCEPTANCE of WORK by

OWNER shall not relieve CONTRACTOR of any of its continuing obligations under
this CONTRACT.
9.9
FINAL ACCEPTANCE of WORK occurs after all repairs, rectification, replacement

and making good thereto have been carried out by CONTRACTOR to OWNERs
satisfaction, at the expiration of the DEFECTS LIABILITY PERIOD and all
requirements of the CONTRACT have been satisfactorily met. However, if
OWNER discovers a deficiency in the WORK during the DEFECTS LIABILITY
PERIOD, and has notified CONTRACTOR in writing during that period, the
correction of which has not been completed by CONTRACTOR then the
DEFECTS LIABILITY PERIOD shall be extended to, and FINAL ACCEPTANCE of
WORK shall occur at, the time CONTRACTOR has satisfactorily completed the
aforementioned correction of the WORK in accordance with the CONTRACT. At
the end of the DEFECTS LIABILITY PERIOD, CONTRACTOR shall so notify
OWNER and OWNER shall issue a FINAL ACCEPTANCE CERTIFICATE of
WORK within thirty (30) days of receipt of such notice.
9.10
As a condition precedent to FINAL ACCEPTANCE of WORK, CONTRACTOR

shall submit affirmation to OWNER stating that all its commitments in the form of
TAXES, duties, dues, debts, etc. pertaining to the WORK have been discharged
and there are no claims outstanding.
9.11
CONTRACTOR shall, within thirty (30) days from the FINAL ACCEPTANCE
CERTIFICATE, submit to OWNER a Work Closure Certificate stating outstanding
billings under the CONTRACT for OWNERs approval. Such items may include
outstanding billing or payment of CONTRACT PRICE, CHANGE ORDER,
reimbursable and other charges. OWNER shall not entertain CONTRACTOR's
inclusion or amendment to the Work Closure Certificate which may arise beyond
the date as described in this Article. CONTRACTOR shall expeditiously resolve
whatever outstanding billings and any other obligations under the CONTRACT.
9.12
The DEFECTS LIABILITY PERIOD in respect of any relevant part shall be

deemed to have commenced on the date of issue of the relevant CERTIFICATE
OF SECTIONAL ACCEPTANCE or DEFECTS LIABILITY PERIOD, whichever is
the earlier.
9.13
Notwithstanding the issue of any SECTIONAL PROVISIONAL ACCEPTANCE

CERTIFICATE or DEFECTS LIABILITY PERIOD, CONTRACTOR shall maintain

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the insurances stipulated under Article 15 and Article 16, and CONTRACTOR
shall give notice to the insurer of OWNERs occupation or use as aforesaid of the
relevant part.
9.14
The relevant part shall not be regarded as having reached PROVISIONAL

ACCEPTANCE unless it has reached the stage that, inter alia:
a) OWNER can have full, proper and beneficial use of the relevant part for its
intended purpose (save only in so far as such use is limited by reason of any
other part not having been completed) notwithstanding that there may be
works of a very minor nature still to be executed provided that such works do
not prevent such full, proper and beneficial use as aforesaid;
b) CONTRACTOR has given to OWNER an undertaking to complete any
outstanding work;
c) the part has passed any tests relevant thereto.
END OF ARTICLE

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ARTICLE 10
10.0
10.1
DELAY AND EXTENSION OF TIME

Extension of Time
Provided that the CONTRACTOR has carried out the WORK or any part of the
WORK with due diligence and has taken all reasonable steps to avoid or reduce
such delay, the Time for Completion of the WORK or any part of the WORK may
be extended by OWNER by such further period or periods of time as may be
reasonably reflect delay in completion of the WORK or any part of the WORK
which has been or being caused by:i)
Events of Force Majeure;
ii)
CHANGE ORDER;
iii)
Ordering of test, the uncovering or making openings for inspection of any part
of the WORK by OWNER which is not intended by or provided for in the
CONTRACT unless the test or inspection showed that the WORK, equipment
or MATERIAL, goods or workmanship were not in accordance with the
provision of the CONTRACT;
iv)
Failure of OWNER to give possession of the SITE;
v)
Subject to proviso to Article 21, suspension of WORK or any part of the

WORK;
vi)
Damage, loss or injury to the WORK or part of the WORK caused by one or
more of the risks covered by the insurance policies, whichever is applicable;
and
vii)
Any other grounds for extension of time expressly mentioned in the

CONTRACT but not mentioned in this Article 10.
Provided always that CONTRACTOR shall not be entitled to any extension of time
where the instructions or acts of OWNER are necessitated by or intended to cure
any default of or breach of CONTRACT by CONTRACTOR.

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10.2
Notice of Delay
(a)
If the CONTRACTOR is of the opinion that the progress or completion of

the WORK or any part of the WORK is or will be or has been delayed by
any event including but not limited to the events stated in Article 10.1,
CONTRACTOR shall forthwith notify OWNER of such event within ten (10)
Days of the occurrence of such event. Within the said ten (10) Day period
the CONTRACTOR shall also provide:
(i)
the appropriate CONTRACT references (if applicable) to such event

of delay;
(ii) the estimated length of the delay and of the extension of time
required; and
(iii) details of the effect of the event of delay on the schedule of WORK.
(b)
10.3
If OWNER is of the opinion that the notice and particulars provided by the
CONTRACTOR under Article 10.2 (a) are insufficient to enable OWNER
to decide on the CONTRACTORS application, OWNER may require
CONTRACTOR to provide within five (5) Days or such other period as may
be specified by OWNER such further information which OWNER may
reasonably require including particulars concerning any event and the
circumstances of the delay and the measures planned and/or taken to
avoid or reduce delay.
OWNERS Decision
Subject to compliance with Articles 10.2 (a) and (b), OWNER shall notify
CONTRACTOR in writing within a reasonable time, whether in his opinion the event of
delay is one which in principle entitles CONTRACTOR to an extension of time.
10.4
OWNERS Discretion
Notwithstanding the other provisions of this Article 10, the OWNER may, in his absolute
discretion (but is not obliged to), grant a fair, reasonable and necessary extension of
time notwithstanding that CONTRACTOR has failed to comply with the provisions of this
Article 10.

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10.5
Certificate of Extension of Time

Any decision of OWNER in granting extension of time under this Article 10 shall be
notified by OWNER to CONTRACTOR in a certificate (hereinafter referred to as the
Certificate of Extension of Time), a copy of which shall also be extended to
SUBCONTRACTOR where it involves a SUBCONTRACTOR.
END OF ARTICLE

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ARTICLE 11
11.0
TAXES AND DUTIES
11.1
CONTRACTOR shall be responsible for and shall pay at its own expense when
due and payable all TAXES assessed against it in connection with the
CONTRACT. All TAXES levied on CONTRACTOR shall be for the account of
CONTRACTOR and shall not be reimbursed by OWNER.
11.2
CONTRACTOR shall protect and indemnify OWNER and hold OWNER safe and
harmless from any and all claims or liability for TAXES assessed or levied by the
Inland Revenue Board of Malaysia (IRB), whichever is applicable against
CONTRACTOR or its SUBCONTRACTORS or against OWNER for or on account
of any payment made to or earned by CONTRACTOR in connection with this
CONTRACT.
CONTRACTOR shall further protect and hold OWNER harmless from all TAXES
assessed or levied against or on account of wages, salaries or other benefits paid
to or enjoyed by CONTRACTORs employees, or employees of its
SUBCONTRACTORS, and all TAXES assessed or levied against, on or for
account of any property or equipment of CONTRACTOR or its
SUBCONTRACTORS.
11.3
OWNER shall have the right to withhold TAXES from payments due to
CONTRACTOR under this CONTRACT to the extent that such withholding may be
required by the IRB or relevant tax authorities, and payment by OWNER to the
IRB or relevant tax authorities of the amount of money so withheld will relieve
OWNER from any further obligation to CONTRACTOR with respect to the amount
so withheld. If CONTRACTOR is under the opinion that the payment(s) should not
be subject to withholding tax in Malaysia, the CONTRACTOR shall submit to
OWNER a letter from IRB or the relevant tax authorities confirming that
CONTRACTOR is a resident in Malaysia, failing which OWNER shall consider
CONTRACTOR a non-resident in Malaysia for tax purposes until such time that
the required letter is submitted to OWNER.
If any withholding is done, OWNER will provide CONTRACTOR with official
receipts or other satisfactory evidence in respect of such deduction or withholding.

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11.4
CONTRACTOR shall indemnify OWNER against all claims, demands and causes
of action based on any actual TAXES for which they are liable or any actual or
alleged failures by CONTRACTOR or its SUBCONTRACTORS to comply with
applicable tax reporting, return, or other procedural requirement with respect to the
CONTRACT. This indemnity shall include without limitation all penalties, awards,
and judgments; court and arbitration costs; attorneys fees; and other reasonable
expenses associated with such claims, demands, and causes of action.
11.5
CONTRACTOR shall give prompt notice to OWNER of all matters pertaining to

non-payment, payment under protest or claim for immunity or exemption from any
TAXES.
11.6
In the event that a refund opportunity arises with respect to any TAX paid by one
party as a result of the transactions governed by this CONTRACT, both parties
shall reasonably work together to pursue such refund. If one party receives a
refund or a credit for any TAX paid by the other Party with respect to the
CONTRACT, then the Party receiving the refund or credit agrees to refund to that
other Party the full amount of such refund or credit.
Indirect Tax
11.7
Where tax is applicable to any services rendered by CONTRACTOR under this

CONTRACT, OWNER shall be responsible for and pay the tax when invoiced by
CONTRACTOR for any taxable service, provided that CONTRACTOR shall
provide OWNER a copy of valid Tax license issued by the Malaysian Royal
Customs Department confirming that CONTRACTOR is licensed under the
Service Tax Act, 1975 as a taxable person providing taxable services.
11.8
Tax amount shall be separately stated in the prices and rates, and shall be
separately itemised in the invoice.
Customs Charges
11.9
CONTRACTOR shall be responsible for and shall pay at its own expense when
due and payable all CUSTOM CHARGES assessed against it in connection with
the CONTRACT.
11.10 CONTRACTOR shall protect and indemnify OWNER and hold OWNER safe and
harmless from any and all claims, demands and causes of action based on any

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actual CUSTOM CHARGES for which they are liable or any actual or alleged
failures by CONTRACTOR or its SUBCONTRACTORS to comply with applicable
reporting, return, or other procedural requirement with respect to their payment
under the CONTRACT. This indemnity shall include without limitation all penalties,
awards, and judgments; court and arbitration costs; attorneys' fees; and other
reasonable expenses associated with such claims, demands, and causes of
action.
11.11 Notwithstanding the fact that goods are imported in the name of OWNER,
CONTRACTOR shall remain responsible for such goods while in Malaysia.
CONTRACTOR shall indemnify OWNER from and against any claims, demands
and causes of action which may arise as a result of damage to, shortages or
overages in inventory of such goods.
11.12 CONTRACTOR shall be responsible for the preparation of all documents required
by the relevant Malaysian Royal Custom Department ("Customs Authority"), in
connection with the import and export of goods. CONTRACTOR is also required to
provide assistance, information and documentation to OWNER as and when
required for any application to be made to the Customs Authorities or any other
relevant authorities for the purposes of this CONTRACT.
11.13 CONTRACTOR shall indemnify OWNER from and against any claims, demands
and causes of action brought by Customs Authority which may arise as a result of
shortage or overages in inventory of such goods.
11.14 For the purpose of tax exemption application, CONTRACTOR, where applicable,
shall assist OWNER in the application of CUSTOM CHARGES exemption for the
Purchase Order/Release Order issued by OWNER and ensure that the description
of the items as contained in the commercial invoice shall correspond to the
description contained in the exemption form. CONTRACTOR shall promptly
provide OWNER with all information as required by the Malaysian Ministry of
Finance and/ or any other relevant authority for the purposes of the application of
the exemption including but not limited to the following:
(a)
description of the Items;
(b)
quantity applied;
(c)
new or used;

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(d)
country of origin;
(e)
tariff code number;
(f)
date of import;
(g)
CIF Value;
(h)
rate of import duty;
(i)
total import duty;
(j)
rate of sales tax;
(k)
total sales tax;
(l)
total duty/ tax; and
(m)
function of the Items.
11.15 For avoidance of doubt, CUSTOM CHARGES as mentioned above shall include
but not limited to any import duty, surtax, sales tax and any other statutory imposts
levied, which are imposed by or on behalf of any Customs Authority but does not
include
penalties, interest and fines levied due to the negligence of
CONTRACTOR.
Goods and Services Tax
11.16 This Article shall only apply upon the implementation date of Goods and Services
Tax law in Malaysia.
11.17 The price quoted by CONTRACTOR for any taxable supplies to be made under
this CONTRACT is exclusive of GST.
11.18 Where GST is applicable to any supplies made by CONTRACTOR under this
CONTRACT, CONTRACTOR is entitled to charge GST on the payment of the
supply. The consideration for such supply will be increased by an amount
calculated as:
AxR

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Where:
A is the amount of consideration payable for the supply; and
R is the applicable rate of GST
11.19 If CONTRACTOR is liable for GST as contemplated by Article 11.18 then:
(a)
(b)
the CONTRACTOR shall:

(i)
provide to OWNER information that may be reasonably required to

establish its liability for GST; and
(ii)
do such things and provide such information and documents as

may reasonably be required by the recipient to enable the recipient
to claim an input tax credit under the GST law; and
where a taxable supply has been made and consideration charged but the
applicable GST has not been charged, the increase in the consideration
required by Article 11.19 shall be paid by OWNER upon the provision of a
tax invoice by CONTRACTOR in accordance with the GST law.
Where costs incurred by one party are to be reimbursed by another, the amount to
be reimbursed shall be calculated net of any GST input tax credits that the party
seeking reimbursement is entitled to in respect of the cost incurred.
END OF ARTICLE

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ARTICLE 12
12.0
CHANGE ORDER
12.1
OWNER shall have the right at any time to issue CHANGE ORDER to
CONTRACTOR.
12.2
In the case of CONTRACTOR, CONTRACTOR shall notify OWNER in writing

immediately when CONTRACTOR is of the opinion that any work to be performed
by CONTRACTOR with respect to the WORK should qualify as a CHANGE
ORDER. CONTRACTOR shall so notify OWNER at the earliest practicable time in
advance of the date such work is to be commenced, but not later than ten (10)
consecutive calendar days after the factor causing the CHANGE ORDER has first
shown itself, together with CONTRACTOR's initial advice as to the effect such
work has on any of the requirements of the CONTRACT. If and to the extent that
OWNER agrees that any such work qualifies as a CHANGE ORDER,
CONTRACTOR shall submit its formal proposal in accordance with the following:
For any CHANGE ORDER, either contemplated by OWNER or CONTRACTOR,
(a)
CONTRACTOR shall submit its detailed proposal in accordance with the

procedures set out in the Section A, Part II Requirements For Technical
Proposal and Section A, Part III Requirements For Commercial
Proposal, and based on either one of the following:(i)
unit rates stated in CONTRACT (Schedule of Rates for CHANGE

ORDER);
(ii)
if the main Bill of Quantities cannot be applied, new unit prices

which shall be compatible with the actual costs incurred by the
CONTRACTOR. The new rates for a new work item will be
calculated whenever possible by reference to and consistently with
the existing unit prices. To become final, this new item must be
recorded and mutually agreed in an amendment to the
CONTRACT;
(iii)
lump sum basis;

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(iv)
hourly labour and daily and / or monthly equipment rates included

in the Schedule of Rates for CHANGE ORDER;
(v)
cost plus percentage fee for additional supplies and services. The
percentage referred herein shall be at five percent (5%) of the
actual invoice.
Unless otherwise specified, in case of Article 12.1(a)(iii), (iv) and (v),

the CHANGE ORDER amount will be deemed to be inclusive of
preliminaries and direct costs and shall therefore not contribute to the
final cost amount used to calculate the final preliminaries or final indirect
cost.
12.3
(b)
CONTRACTOR's proposal which shall include the reasonable and

appropriate costs of CONTRACTOR's preparatory work pertaining thereto
and such other details as OWNER may require shall be submitted as soon
as possible, but not later than ten (10) calendar days after OWNER has
requested CONTRACTOR to submit a proposal, unless specifically agreed
otherwise.
(c)
On approval in writing by OWNER of CONTRACTOR's proposal, the

CHANGE ORDER in question shall be deemed to be incorporated in the
WORK. No CHANGE ORDER shall be commenced by CONTRACTOR
without OWNER's approval in writing as aforesaid, unless specifically agreed
otherwise.
(d)
Payment of CHANGE ORDER through labour hourly base rate and

equipment daily / weekly / monthly rental rate shall only be made as a
last resort when other possible methods are not applicable. In any case,
the choice of the method for CHANGE ORDER shall be at the absolute
discretion of OWNER.
If CONTRACTOR fails to submit the proposal referred to in Article 12.1 within the
time specified or in the event OWNER, after negotiation with CONTRACTOR, does
not agree to any part of CONTRACTOR's proposal in respect of the contemplated
CHANGE ORDER, OWNER shall have the right to instruct and CONTRACTOR
shall have the obligation to carry out the CHANGE ORDER. OWNER shall also
have the right to instruct CONTRACTOR to carry out an item or items of work for

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the PROJECT when there is disagreement as to whether any such item is part of
the WORK or constitutes a CHANGE ORDER.
12.4
The estimate for the CHANGE ORDER shall be prepared at the rates set forth in
the CONTRACT. If the CONTRACT does not contain any rates or prices
applicable to the CHANGE ORDER, then suitable rates shall be determined on the
basis of the levels of existing comparable CONTRACT rates, or if comparable rates
do not exist, new rates shall be agreed, or the WORK shall performed on a lump
sum or daywork basis as determined by OWNER.
12.5
Any work to be performed by CONTRACTOR resulting from comments given by

OWNER on any document which are subject to OWNERs comment, shall not be
considered as a CHANGE ORDER and shall be carried out at CONTRACTOR's
own expenses to the extent such comments are consistent with the PROJECT
SPECIFICATION and/or are based on considerations of safety or good
engineering practice.
12.6
CHANGE ORDER shall be settled, invoiced and paid separately from the
CONTRACT PRICE or may be deducted from the CONTRACT PRICE, as the case
may be.
12.7
The following shall not be considered under any circumstances as changes in or

within the scope of the WORK, nor shall any of the following be taken into account
when calculating the effect upon the CONTRACT PRICE of changes in or within
the scope of the WORK nor shall any of the following by themselves be considered
as a basis for any adjustment of the CONTRACT PRICE:(a)
any escalation in the cost of CONTRACTORS CONSTRUCTION
EQUIPMENT and MATERIALS or labour;
(b)
any increase in cost of manpower including changes to wages, rates of pay,

disbursement, benefits, overheads etc.;
(c)
currency fluctuations; and
(d)
corrective work, additional services, supply of material, and/or field work

necessary due to CONTRACTORs non conformity to the CONTRACT
and/or errors or omissions by CONTRACTOR in its drawings,
specifications, or workmanship shall not affect the CONTRACT PRICE or
the time for completion.
END OF ARTICLE

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ARTICLE 13
13.0
EXAMINATION
13.1
(a)
OWNER shall have the right at any time to examine the WORK as it is being
performed. The WORK shall at all times be subjected to independent tests
or inspections by OWNER and/or its appointed persons at the SITE, or other
designated location. CONTRACTOR shall, at its own expense, be
responsible for providing safe, necessary facilities and all samples,
documents, drawings and lists required for such tests or inspections. The
tests and inspections shall be conducted in accordance with the
CONTRACT and CONTRACTOR shall submit to OWNER a report on each
test and inspection immediately after it is conducted.
(b)
No WORK shall be covered up or put out of view without the approval of

OWNER, and CONTRACTOR shall afford full opportunity for OWNER to
examine and measure any work which is about to be covered up or put out
of view and to examine foundations before permanent work is placed
thereon. CONTRACTOR shall give due notice to OWNER whenever any
such work or foundations is or are ready or about to be ready for
examination and OWNER shall, without unreasonable delay, attend for the
purpose of examining and measuring such work or examining such
foundations unless OWNER considers it unnecessary in which case
OWNER shall advise CONTRACTOR accordingly.
(c)
CONTRACTOR shall uncover any part or parts of the WORK or make

openings in or through the same as OWNER may from time to time direct
and shall reinstate and make good such part or parts to the satisfaction of
OWNER. If any such part or parts have been covered up or put out of view
after compliance with the requirement of Article 13.1 (b) and are found to be
executed in accordance with the CONTRACT, the costs and expenses of
uncovering, making openings in or through, reinstating and making good the
same shall be borne by OWNER, but in any other case it shall be borne by
CONTRACTOR.
No such examination shall relieve CONTRACTOR of any of its obligations under

the CONTRACT and shall not be deemed as acceptance of any part of the
WORK.

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13.2
OWNER shall have the right to reject any item of WORK found to be not in
accordance with the CONTRACT.
13.3
Should it be considered necessary or advisable by OWNER at any time before

PROVISIONAL ACCEPTANCE, to make an examination of work already
completed, by removing or dismantling the same, CONTRACTOR shall upon
request of OWNER promptly furnish all necessary facilities, labour and material.
13.4
(a)
Any work to be performed by CONTRACTOR resulting from examination

or rejection as referred to in Articles 13.1, 13.2 and 13.3 shall (except as
provided for in Article 10.1 (iii)) not be regarded as a CHANGE ORDER.
(b)
The cost of making the tests called for in the PROJECT SPECIFICATION
shall be borne by CONTRACTOR.
If any supplementary test is ordered by OWNER and if the test shows that
the relevant part of the WORK (including any MATERIALS) is in full
compliance with the requirements of the CONTRACT, the cost of such test
will be borne by OWNER. In all other cases the cost shall be borne by
CONTRACTOR.
(c)
Failure on the part of OWNER to notify CONTRACTOR of any deficiency in

the WORK shall not relieve CONTRACTOR of any of its obligations under
the CONTRACT nor shall it affect any right of the OWNER to take action
against the CONTRACTOR in respect of a breach by the CONTRACTOR
of any of its obligations under the CONTRACT.
END OF ARTICLE

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ARTICLE 14
14.0
TIME FOR COMPLETION & LIQUIDATED DAMAGES
14.1
If CONTRACTOR for any reason, other than event of Force Majeure or OWNER's
failure to discharge its part of the contractual obligations, fails to execute the
WORK such that the Time or Date for Completion referred to in Article 9.1 above
has not been met, or within any extended time given under the CONTRACT,
CONTRACTOR shall be liable for and shall pay to OWNER, as OWNERs remedy,
liquidated damages at the rate of:Sectional Acceptance - 0.33% of the CONTRACT PRICE per day of delay with a
maximum of five per cent (5%) of the CONTRACT PRICE
Overall Provisional Acceptance - 0.33% of the CONTRACT PRICE per day of
delay with a maximum of ten per cent (10%) of the CONTRACT PRICE.
Description
Sectional Acceptance (Wharf C1
and C2, access road to wharf and
associated dredging work)
Completion shall be within eight
(8) months T0+8 months
Overall Provisional Acceptance
Completion (T0+12 months)
% Contract
value per
Day
Max LAD
(% of Contract Value)
0.33
5
(up until the date for Overall
Provisional Acceptance)
0.33
10
It is agreed that the amount payable by CONTRACTOR to OWNER pursuant to

this Article 14.1 has been agreed by the PARTIES as representing the likely loss
to OWNER as a result of CONTRACTOR's failure to meet its obligations under
Article 14.1.
14.2
OWNER may, without prejudice to any other method of recovery, deduct the
amount of such liquidated damages from any payment due to or which may
become due to CONTRACTOR.

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14.3
Should this method of recovery be not satisfactory to OWNER, OWNER may

require CONTRACTOR and CONTRACTOR shall pay OWNER directly such
amount of liquidated damages due. The deduction by OWNER or the payment by
CONTRACTOR of any amount of liquidated damages shall not relieve
CONTRACTOR from its obligations and liabilities under the CONTRACT.
END OF ARTICLE

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ARTICLE 15
15.0
LIABILITY AND INDEMNITY
15.1
CONTRACTORS EMPLOYEES
CONTRACTOR shall, to the fullest extent permitted by law, be absolutely liable for,
and hereby indemnifies OWNER and OWNERs CONSULTANT from and against
all claims in respect of all injuries to, including death of any of CONTRACTORS or
SUBCONTRACTORS personnel, employees, servant or agents.
15.2
DAMAGE TO CONTRACTORS PROPERTY

CONTRACTOR shall to the fullest extent permitted by law be absolutely liable for,
and hereby indemnifies OWNER and/or OWNERs CONSULTANT from and
against all claims in respect of all loss or damage to property of CONTRACTOR
and SUBCONTRACTOR, or any of CONTRACTORS or SUBCONTRACTORS
personnel, employees, servants or agents.
The liability and indemnity specified herein in these Articles 15.1 and 15.2 shall
apply in full even though the injuries (including death) loss or damage was caused
by or contributed to or was partly attributable to any act, omission, fault,
negligence or lack of due diligence of OWNER and/or OWNERs CONSULTANT
or any of its respective personnel, employees, servants or agents and
CONTRACTOR shall not seek contribution from such person or persons for such
reason.
15.3
OWNERS and/or OWNERs CONSULTANT EMPLOYEES

OWNER and/or OWNERs CONSULTANT shall be absolutely liable for, and
hereby indemnifies CONTRACTOR from and against all claims in respect of all
injuries to, including death of any and all employees of OWNER and/or OWNERs
CONSULTANT.
The liability and indemnity in this Article 15.3 shall apply in full even though the
injuries (including death) loss or damage was caused by or contributed to or was
partly attributable to any act, omission, fault, negligence or lack of due diligence of
CONTRACTOR or any of its respective personnel, employees, servants or agents.

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15.4
DAMAGE TO OWNERS PROPERTY

To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold
OWNER and OWNERs CONSULTANT harmless against all claims, proceedings,
damages, expenses, liabilities, losses including costs and legal fees (on a solicitor
client basis) arising out of or connected with all damage to or destruction or loss of
property whether real or personal or otherwise, beneficially and/or absolutely
owned or operated by or under the responsibility of OWNER arising out of any act
or omission of CONTRACTOR or SUBCONTRACTOR and their respective
officers, employees, agents or representatives without regard to whether any act
or omission of OWNER and/or OWNERs CONSULTANT contributed in whole or
in part to the damage, destruction or loss.
However, CONTRACTOR shall not be responsible for nor be liable to indemnify
and hold OWNER and/or OWNERs CONSULTANT harmless for any property
damage or loss caused solely by the Gross Negligence of OWNER and/or
OWNERs CONSULTANT. Furthermore, CONTRACTORS indemnity shall not
exceed Ringgit Malaysia Five Million (RM 5,000,000) for any one occurrence or
series of losses arising from one cause.
OWNERS existing and owned property shall include but not be limited to:-
15.5
a)
Property existing separately from the WORK and in reasonable proximity

to the SITE; or
b)
WORK or part of the WORK for which OWNER has issued a DEFECTS
LIABILITY PERIOD.
LOSS OF OR DAMAGE TO WORK

CONTRACTOR shall indemnify and hold OWNER and OWNERs CONSULTANT
harmless from and against all claims, proceedings, damages, expenses, liabilities,
losses including costs and legal fees (on a solicitor client basis) arising out of or
connected with all damage to or destruction or loss to the WORK or any part
thereof, beneficially and/or absolutely owned by or under the responsibility of
OWNER arising out of any act or omission of CONTRACTOR or
SUBCONTRACTOR and their respective officers, employees, agents or
representatives without regard to whether any act of omission of OWNER and/or
OWNERs CONSULTANT contributed in whole or in part to the damage,
destruction or loss.

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However, CONTRACTOR shall not be responsible for nor be liable to indemnify

and hold OWNER and/or OWNERs CONSULTANT harmless for any property
damage or loss caused solely by the Gross Negligence of OWNER and/or
OWNERs CONSULTANT.
15.6
INDEMNITY TO THIRD PARTIES

To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold
OWNER and OWNERs CONSULTANT safe and harmless from and against:a)
b)
all injuries to, including death of, and

loss of or damage to property of
third parties arising out of or in connection with the performance of the WORK
whether or not such loss or damage was caused by or contributed to in whole or
in part or was partly attributable to any act, omission, fault, negligence or lack of
due diligence of OWNER and/or OWNERs CONSULTANT or any of its agents.
CONTRACTORS indemnity hereunder shall not exceed Ringgit Malaysia Five
Million (RM 5,000,000) for any one occurrence. The respective liabilities of
CONTRACTOR and OWNER as to the amount over and above the Ringgit
Malaysia Five Million (RM 5,000,000) shall be determined according to law.
15.7
SUBCONTRACTORS AND VENDORS

CONTRACTOR shall without prejudice to its own obligations and guarantees
acquire for itself from SUBCONTRACTORS and vendors the best obtainable
suitable indemnities and protection in respect of accidents and injuries to
employees and third parties, liabilities for defects and error, liquidated damages
for delay, SUBCONTRACTORS and/or vendors default, insolvency or bankruptcy
and other contingencies.
CONTRACTOR shall hold harmless and indemnify OWNER and OWNERs
CONSULTANT from and against all liens, attachments or claims by
SUBCONTRACTORS or persons claiming to be SUBCONTRACTORS in
connection or arising out of the WORK.

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15.8
CONSEQUENTIAL LOSS
Neither OWNER and/or OWNERs CONSULTANT nor CONTRACTOR shall be
liable to the other for any indirect, special or consequential damages including but
not limited to loss of revenue or anticipated profits, loss of business whether
foreseeable or not resulting from the carrying out of operations or the exercise of
rights by the PARTIES under this CONTRACT.
15.9
JOINT AND SEVERAL LIABILITY

The liabilities of CONTRACTOR shall be joint and several with regard to
performance of WORK under this CONTRACT notwithstanding CONTRACTORS
individual obligations under CONTRACT. (Article 15.9 is only applicable if
CONTRACTOR is an incorporated JV or Consortium)
15.10 NO RELIEF
Neither:a)
OWNER effecting any insurance required or permitted to be effected by it

under the CONTRACT; or
b)
any delay or difficulty in claiming under the insurances,
shall suspend or otherwise affect or relieve the CONTRACTOR from any of its
obligations under the CONTRACT including without limitation its obligations under
Article 16 and this Article.
15.11 The indemnities given by the CONTRACTOR shall not be reduced by reasons of
any negligence or omission of OWNER and/or OWNERs CONSULTANT in failing
to supervise or control the CONTRACTOR's SITE operations or methods of
working or to detect or prevent or remedy defective WORK or to ensure proper
performance of any other obligations of the CONTRACTOR under this
CONTRACT.
15.12 CONTRACTOR shall be solely responsible for the costs of all loss or damage
caused by the willful misconduct, act, omission or negligence of CONTRACTOR,
its SUBCONTRACTOR, and/or their respective officers, agents or employees.
END OF ARTICLE

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ARTICLE 16
16.0
16.1
INSURANCE
Without prejudice to CONTRACTORs liability and responsibility as contained
elsewhere in the CONTRACT, CONTRACTOR shall procure, and maintain at its
own cost and expense during performance of the WORK, the following insurance
applicable to its operations with respect to and for the duration of this
CONTRACT.
a)
Workers Compensation and/or Employers Liability Insurance and/or any

other insurance with statutory limits as required by the laws of Malaysia to
provide for payment to its employees employed on or in connection with
the WORK covered by this CONTRACT and/or their dependents;
b)
Motor Vehicle Liability Insurance for owned, non-owned and hired units
covering the use of such vehicles in accordance with the applicable laws;
c)
All Risks Physical Damage Insurance to cover the full replacement value
of CONTRACTORS CONSTRUCTION EQUIPMENT used, owned, leased
or hired by CONTRACTOR;
d)
Comprehensive General Liability Insurance in the amount of not less than

Ringgit Malaysia Five Million (RM 5,000,000) for any one claim or series
of claims arising out of an accident or occurrence resulting in bodily and/or
personal injury including death and property damage or destruction to any
person or property which shall arise out of or in consequence of
CONTRACTORs performance of the WORK;
e)
All Risks Cargo insurance to cover all MATERIALS from the respective
warehouse and/or point of supply and/or place of manufacture until arrival
at SITE which for this purpose shall mean after unloading or, in the event
the equipment which cannot reasonably be inspected at time of unloading,
within thirty (30) days of unloading at SITE. Such insurance shall further
include insurers agreement to contribute to fifty percent (50%) of the claim
in the event of any loss or damage being discovered after arrival at SITE
of the relevant MATERIALS and where it is not possible to ascertain

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whether such loss or damage occurred prior to the said arrival or

subsequently;
16.2
f)
Hull and Machinery insurance for all watercraft or marine craft or vessel
owned, hired, chartered, leased or used by CONTRACTOR, in the
performance of the WORK for an amount of not less than the full
replacement value of each such craft or vessel, including cover for full
collision liability and the cost of removal of debris or wreck;
g)
Protection and Indemnity insurance or Marine Liability insurance for all

watercraft or marine craft or vessel owned, hired, chartered, leased or
used by CONTRACTOR covering CONTRACTORs liabilities including but
not limited to crew, pollution, contractual and wreck removal arising from
the use and/or operation of the said craft or vessel for an amount of not
less than Ringgit Malaysia Ten Million (RM 10,000,000) or the value of the
said craft or vessel whichever is higher; and
h)
Any other insurance as may be required by law which CONTRACTOR is

subject to.
DEDUCTIBLES AND WARRANTIES

All deductibles applicable to the insurances stipulated in Article 16.1 shall be for
the account of and be paid by CONTRACTOR. Any breach by CONTRACTOR of
conditions and/or warranties contained in such policies of insurance shall also be
for the account of the CONTRACTOR.
16.3
ADDITIONAL INSURED AND CROSS LIABILITY

CONTRACTOR shall name OWNER and OWNERs CONSULTANT as additional
insured in respect of the policies specified in Article 16.1(d) and (g) and shall
further include a cross liability provision. All other insurances where OWNER
and/or OWNERs CONSULTANT is not named as additional insured with
CONTRACTOR shall include a waiver of all express or implied rights of
subrogation against OWNER and/or OWNERs CONSULTANT.
16.4
SUBCONTRACTORS
CONTRACTOR shall be responsible viz-a-viz OWNER that any
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similar insurances as referred to above covering its liability to third parties, its
personnel, owned, non-owned and hired motor vehicles, equipment, material
supplies and any property of SUBCONTRACTOR at the SITE.
16.5
EVIDENCE OF INSURANCE AND CANCELLATION

Not later than fourteen (14) working days prior to the commencement of the
WORKS, CONTRACTOR shall furnish to OWNER copies of Certificates of
Insurance and/or Policies evidencing the insurance coverage required in Article
16.1. Renewal and/or extension of such certificates of insurances shall be
furnished to OWNER as and when applicable. CONTRACTOR shall cause the
insurer to endorse such policies of insurances to provide OWNER with not less
than thirty (30) calendar days of cancellation or amendment thereof. If such
insurance is cancelled, CONTRACTOR shall obtain other insurances at its own
cost in accordance with Article 16.1.
Should CONTRACTOR at any time neglect or refuse to provide or renew any
insurance required herein or should any insurance be cancelled, OWNER shall
have the right to procure such insurance and, in such event, any sum so paid by
OWNER shall immediately become due and payable to OWNER by
CONTRACTOR or OWNER shall be entitled to deduct such sums from any
monies due or which may become due to CONTRACTOR in addition to any other
remedies OWNER may have under this CONTRACT.
16.6
INSURING COMPANIES
CONTRACTOR shall obtain the insurance described in Article 16.1 from
reputable and financially secure companies licensed or incorporated in Malaysia
and acceptable to OWNER.
16.7
CONSTRUCTION ALL RISKS AND GENERAL LIABILITY INSURANCE

OWNER shall at all times until expiration of the DEFECTS LIABILITY PERIOD at
its own expense provide and maintain the following insurances:a)
Construction All Risks Insurance against all risks of physical loss or

damage to the WORK including all equipment and MATERIALS incidental
thereto and which are to be incorporated into the WORK, except
CONTRACTORS CONSTRUCTION EQUIPMENT, from the date of
CONTRACT award until the end of the DEFECTS LIABILITY PERIOD. The

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deductible amount for Construction All Risks Insurance is Ringgit Malaysia

One Million (RM 1,000,000) for each and every occurrence.
b)
Comprehensive General Liability Insurance in the amount of Ringgit

Malaysia Thirty Million (RM30,000,000) for any one claim or series of claims
arising out of an accident or occurrence resulting in bodily and/or personal
injury, including death and property damage or destruction to any person or
property which shall arise out of the WORK. This insurance shall however
apply in excess of and over and above the insurance carried by
CONTRACTOR in accordance with Article 16.1(d) above.
All losses within the deductible amount stated in the above insurance will be for
the account of and be paid by CONTRACTOR. Any breach by CONTRACTOR of
condition and/or warranties contained therein shall also be for the account of
CONTRACTOR.
OWNER shall include CONTRACTOR, OWNERs CONSULTANT and
SUBCONTRACTORS as additional insured on such policy and shall cause the
insurers thereof to waive all express and implied rights of subrogation against
such parties. The policy under Article 16.7(b) shall include a cross liability
provision in favour of OWNER, OWNERs CONSULTANT, CONTRACTOR and
SUBCONTRACTOR, where applicable.
16.8
CO-OPERATION WITH INSURER

CONTRACTOR, SUBCONTRACTORS and OWNER shall co-operate fully with
the insurance carrier furnishing the insurance policies specified in Articles 16.1
and 16.7 in the event of any claim.
16.9
NOTICE OF CLAIM
Notice of any occurrence which may give rise to any claim for loss or damage
covered under Article 16.1 and 16.7 above shall be given by CONTRACTOR to
OWNER, giving full details of such occurrence, without delay.
16.10 APPLICATION OF INSURANCE MONIES

Upon the occurrence of any loss or damage to the WORK from any cause
whatsoever the CONTRACTOR shall proceed immediately to restore, replace or
repair the same free of charge, save only that any monies, if and when received,

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from the insurance under this Article shall be paid in the first place to OWNER and
then (less only the aforesaid percentage for professional fees, if any) released to
the CONTRACTOR, progressively calculated as from the date of receipt of the
monies in proportion to the extent of the WORK of restoration, replacement or
repair previously carried out by the CONTRACTOR, but having regard also to any
likely shortfall or deficit in the money so paid and to the CONTRACTORS
consequential obligation in such event to reinstate an appropriate proportion of
the loss or damage represented by such shortfall or deficit free of charge.
16.11 CONTRACTORS LIABILITY
Notwithstanding the above, the provision of all insurances shall not limit or reduce
CONTRACTORS liability and responsibility as contained elsewhere in the
CONTRACT.
END OF ARTICLE

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ARTICLE 17
17.0
CONTRACTORS WARRANTIES
17.1
CONTRACTOR warrants that it has the experience and capability, including

sufficient and competent personnel to perform the WORK efficiently and
expeditiously, and CONTRACTOR warrants that it shall continuously furnish its
personnel to perform the WORK. CONTRACTOR shall perform the WORK with
skill and diligence and in a professional manner and shall adopt a standard no
less than the generally accepted industry standards. CONTRACTOR shall also
warrant that the WORK be performed to the satisfaction of OWNER in accordance
with the requirements and conditions of the CONTRACT.
17.2
CONTRACTOR warrants that the WORK comply with the requirements of this
CONTRACT including any technical specifications, free from defects in
workmanship, fit and suitable for the purpose and use for which they are intended
as stated in this CONTRACT. The scope of CONTRACTORs warranty shall cover
all expenses incurred with respect to equipment, materials, labour and all direct
cost and remedy of the defective WORK.
17.3
CONTRACTOR shall at its own cost, perform any corrective action which may be
necessary as a result of CONTRACTORs failure to provide WORK with such
level of skill and diligence, or which result from failure of CONTRACTORs
management, personnel or their respective representative(s) to observe and
exercise a standard of care which other contractors normally practise, provided
CONTRACTOR is given notice of such failure within the DEFECTS LIABILITY
PERIOD.
17.4
The DEFECTS LIABILITY PERIOD shall be twelve (12) months commencing from
the date of the issuance of DEFECTS LIABILITY PERIOD.
17.5
In the event that within the DEFECTS LIABILITY PERIOD, in OWNER's opinion it
appears that the condition guaranteed by CONTRACTOR in Article 17.1 has not
been or is no longer met, OWNER will notify CONTRACTOR in writing thereof.
Promptly upon receipt of OWNER's written notice of any defect in the WORK
during the applicable DEFECTS LIABILITY PERIOD, CONTRACTOR shall repair
the affected portion or portions thereof and perform such tests as OWNER may
require in order to verify that such repair comply with the requirements of the

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CONTRACT. CONTRACTOR shall bear all costs incidental to such repair,

replacement, and test.
17.6
The DEFECTS LIABILITY PERIOD for that part of the WORK remedied by
CONTRACTOR in accordance with Article 17.5 shall recommence in full from the
date of re-acceptance by OWNER of such part of the WORK, except that in no
event whatsoever will CONTRACTOR's guarantee obligation extend beyond
twelve (12) months from the date of PROVISIONAL ACCEPTANCE.
17.7
Upon receipt of OWNER's notice under Article 17.5 CONTRACTOR shall

forthwith notify OWNER of CONTRACTOR's proposals for complying with
CONTRACTOR's obligations in Article 17.5 and in particular specify the amount,
if any, of downtime, of each part or parts of the WORK affected, which will be
necessary if CONTRACTOR's proposals are implemented. OWNER shall then
either:
17.8
(a)
approve CONTRACTOR's proposals, in which case CONTRACTOR shall

commence remedial work in accordance with CONTRACTOR's proposals
with all possible speed; or
(b)
suggest alternative proposals such that CONTRACTOR's obligations in

Article 17.5 are fully complied with, in which case CONTRACTOR shall
commence remedial work in accordance with OWNER's alternative
proposals with all possible speed.
If CONTRACTOR does not begin its plan for repairs within the time mutually
agreed or if CONTRACTOR and OWNER fails to reach agreement on such a plan
within five (5) calendar days of CONTRACTORs receipt of OWNERs notice of
such breach, OWNER, after advising CONTRACTOR in writing, shall be entitled at
its options and at CONTRACTORs expense to perform or have third parties
perform such work as is necessary to remedy or cause to be remedied such
breach or to pursue such other remedies as may be available to it by law.
OWNERs actions under this Article 17.8 shall not prejudice OWNERs rights
under Article 19. If the WORK or part thereof are WORK which CONTRACTOR
should have carried out at CONTRACTOR's own cost, OWNER shall in addition to
its right to invoke any Performance Bond which may have been furnished by the
CONTRACTOR, be entitled to recover from CONTRACTOR the total cost to
OWNER thereof or may deduct the same from any monies due or which may
become due to CONTRACTOR and if there are none or insufficient monies

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available, CONTRACTOR shall reimburse OWNER within thirty (30) days after
invoicing for all such rates.
17.9
The costs to CONTRACTOR resulting from the fulfillment of its obligations set
forth in this Article 17 shall be borne by CONTRACTOR.
17.10
CONTRACTOR shall when fulfilling its obligations referred to in Article 17.5 keep
OWNER fully informed in writing of the action that will be taken and the results
obtained. Each such action requires OWNER's prior written approval which
approval will not be unreasonably withheld.
17.11
CONTRACTOR shall obtain from its SUBCONTRACTORS and suppliers, for

assignment to OWNER, the best possible warranties and guarantees with respect
to the services, materials and workmanship of third-party manufactured equipment
and materials utilised by CONTRACTOR for the WORK. In the event that
CONTRACTOR obtains more favourable warranties and guarantees from its
SUBCONTRACTORS and suppliers than those stated in this Article, such
warranties and guarantees shall be assigned to OWNER.
17.12
OWNERs inspecting, testing, witnessing tests, paying invoices, and/or

acceptance of WORK or any part thereof shall not relieve CONTRACTOR of any
of his obligations and/or liabilities under this CONTRACT.
17.13
The rights and remedies of OWNER provided by this Article 17 are in addition to
any other rights and remedies provided by law or in equity or otherwise.
END OF ARTICLE

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ARTICLE 18
18.0
PERFORMANCE BOND
18.1
As a condition precedent to the commencement of any WORKS under this

CONTRACT, the CONTRACTOR shall furnish with the OWNER:
(a) an irrevocable and unconditional on demand Bank Guarantee in the form
provided by the OWNER issued by a bank licensed and operating in
Malaysia and approved by the OWNER, which shall be held or remain in
full force until after the issuance of FINAL ACCEPTANCE CERTIFICATE
under Article 9 for an amount equivalent to ten percent (10%) of the
original CONTRACT PRICE for the due observance and performance of
the CONTRACT (Performance Bond); and
(b) a Parent Company Guarantee as requested and in the form provided by
the OWNER which shall be held or remain full force until the issuance of
FINAL ACCEPTANCE CERTIFICATE for the due observance and
performance of this CONTRACT;
such guarantees are to be binding not withstanding such CHANGE ORDER,
alteration or extension of time as may be made, given, conceded or agreed under
the CONTRACT. The format of the Performance Bond shall be as per Section A,
Part I Attachment 3 Form of Performance Bond of the Contract Documents.
The expense of obtaining, preparing, completing and stamping of such instrument
shall be borne by the CONTRACTOR.
18.2
The Performance Bond shall be reduced accordingly to an amount equivalent to

five percent (5%) of the original CONTRACT PRICE for the due observance and
performance of the CONTRACT which shall be in full force from the issuance of
DEFECTS LIABILITY PERIOD until the issuance of FINAL ACCEPTANCE
CERTIFICATE. Provided always that as a condition precedent to the issuance of
the DEFECTS LIABILITY PERIOD, the CONTRACTOR shall furnish with the
OWNER the reduced Performance Bond accordingly.
18.3
The CONTRACTOR shall be obliged to keep the bond specified in Clauses 18.1
and 18.2 valid, in full force, effectively renewed and extended for the duration
stated, wherein such renewals and extensions shall be submitted to the OWNER
at least one (1) month before its expiry. The OWNER shall be entitled without

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prejudice to any other rights or remedies that the OWNER may have against the
CONTRACTOR, upon the CONTRACTORs failure to keep the bond specified in
Clause 18.1 and 18.2 valid, in full force and effectively renewed and extended, to
make a demand on the bond and guarantee and / or withhold all or any payment
due or becoming due to the CONTRACTOR under the CONTRACT, until the
CONTRACTOR ensures that such bond is made valid, is in full force or is
effectively renewed or extended.
18.4
Further to the provisions in Clauses 18.1 and 18.2, if the CONTRACTOR

commits any breach of his obligations under the CONTRACT, the OWNER or the
OWNERS REPRESENTATIVE on its behalf may utilize and make payments out
of or deductions from the Performance Bond or any part thereof in accordance
with the terms of this CONTRACT or forfeit the same. The OWNER shall also
have the right to call on the said bank guarantee if the CONTRACTOR fails to
comply with the HSE requirements stipulated in Section C Project
Specification such that an incident of the non-compliance results in fatality.
18.5
Whenever the value of a CHANGE ORDER or aggregate of CHANGES ORDER

exceeds the 10% of the CONTRACT PRICE, CONTRACTOR shall provide an
adjustment of the Performance Bond referred to in Article 18.1 in an amount
equal to the percentage of the CHANGE ORDER.
18.6
Should the expiry date of the Bank Guarantee required to be furnished pursuant
to Article 18.1 occur before the expiry period mentioned above, the
CONTRACTOR shall provide at least fourteen (14) days before the date of expiry,
a fresh guarantee in the form similar to and in the amount of those previously
provided, except for a revised date of expiry which shall be not earlier than three
(3) months after the end of duration of CONTRACT. Should CONTRACTOR fail to
provide the fresh guarantee as required, OWNER shall without prejudice to all its
other rights under the CONTRACT or the law, invoke the Bank Guarantee
referred to in Article 18.1.
18.7
Further, and within fourteen (14) days of the award of this CONTRACT,
CONTRACTOR shall furnish OWNER with Parental Guarantee duly executed by
principal partner, associate and/or parent company of the CONTRACTOR, as
may be requested by OWNER in the form as provided in Section A, Part I
General Requirements of the ITB.
END OF ARTICLE

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ARTICLE 19
19.0
TERMINATION
19.1
Termination Without Cause:

(a) OWNER may at any time, terminate without cause the WORK by giving
fourteen (14) days prior written notice to CONTRACTOR that OWNER intends
to terminate the WORK, specifying the WORK to be terminated, and the
effective date of termination.
(b) Should OWNER terminate this CONTRACT without cause, CONTRACTOR
shall stop performance of all WORK on the effective date of termination.
(c) Upon receipt and verification of CONTRACTOR's invoice, OWNER shall pay
CONTRACTOR all amounts properly due for the WORK performed prior to the
date of termination and all expenses resulting directly from the termination, as
approved by OWNER.
19.2
If CONTRACTOR breaches any requirement of the CONTRACT or if

CONTRACTOR is not executing the WORK in accordance with the CONTRACT,
OWNER may give written notice to CONTRACTOR requiring it to make good
such failure and remedy the same.
19.3
If CONTRACTOR is in default as aforesaid, OWNER shall give CONTRACTOR

written notice of such default and require CONTRACTOR to take appropriate
corrective action without however prejudicing any rights that OWNER may
possess.
19.4
Should CONTRACTOR fail or refuse to remedy or fail to commence

remedying the matters complained within ten (10) calendar days after written
notice is received by CONTRACTOR, OWNER shall have the right to insist upon
CONTRACTOR locating a suitable alternative contractor to complete the
WORK, provided that the choice of such alternative contractor shall be subject
to the approval of OWNER. Should such control and operations be taken over
by an alternative contractor above, any cost arising out of the control and
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would have been borne by the CONTRACTOR shall be deducted from the
amounts due or may become due to CONTRACTOR.
19.5
Failing the said appointment of an alternative contractor within the ten (10)
calendar days period after notice in that regard from OWNER, OWNER may at its
own discretion and without prejudice to any other rights it may have, terminate
all or part of the WORK by notice in writing and reduce the PROJECT
SPECIFICATION and appoint another contractor to undertake the WORK or any
part of the WORK and CONTRACTOR shall bear all costs incurred in connection
thereto and shall be recoverable from the CONTRACTOR as a debt or may be
deducted from any money due or to become due to the CONTRACTOR under the
CONTRACT.
19.6
Regardless of the stage of completion of the WORK, if:

(a)
CONTRACTOR fails within ten (10) calendar days after the date of
OWNER's written notice under Article 19.2 to commence and
continuously proceed with all actions required under the CONTRACT to
remedy such breach; or
(b)
CONTRACTOR abandons or repudiates the CONTRACT; or
(c)
CONTRACTOR assigns the CONTRACT or subcontracts the WORK

without having received the required consent under from OWNER; or
(d)
CONTRACTOR becomes bankrupt or insolvent, goes into liquidation, has

a receiving or administration order made against it, compounds with its
creditors, or carries on business under a receiver, trustee or manager for
the benefit of its creditors, of if any act is done or event occurs which
under any applicable law has a similar effect to any of these acts or
events; or
(e)
CONTRACTOR is liable for and has failed to pay liquidated damages in

accordance with Article 14; or
(f)
by itself or by the conduct of CONTRACTORs REPRESENTATIVES, fails

to comply with any of the HSE requirements stipulated in EXHIBIT VI; or

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(g)
failure of CONTRACTOR to provide the Bank

Performance/Parental Guarantee under Article 18; or
Guarantee
and
(h)
CONTRACTOR is in breach of the OWNERs Code of Conduct and

Business Ethics; or
(i)
A Conflict of Interest has arisen under Article 36; or
(j)
CONTRACTOR without reasonable excuse fails to commence the WORK

or to continuously proceed with the WORK after the EFFECTIVE DATE; or
(k)
CONTRACTOR or CONTRACTORs personnel has in the opinion of

OWNER, failed to comply with the CONTRACT, is incompetent, have
acted in manner prejudicial to OWNER's best interest, have failed to
comply with OWNER's safety or other rules or regulations, have
produced substandard WORK or for any other reasons justifiable by
OWNER; or
(l)
If CONTRACTOR had in the opinion of OWNER failed to comply with the

CONTRACT or failed to perform the WORK or part thereof or has failed
to adhere to any of its duties and obligations herein;
then OWNER has the right after giving seven (7) calendar days written notice to
CONTRACTOR, to terminate CONTRACTOR's employment under the
CONTRACT and to expel CONTRACTOR from the SITE. The above shall not be
construed as a limitation of any claim which OWNER may have under the
CONTRACT with respect to such breach.
CONTRACTORs payment of
liquidated damages pursuant to Article 14 shall not preclude OWNER from
otherwise exercising properly its right under this Article.
19.7
In the event of such notification, CONTRACTOR shall immediately or upon such

other date as is specified in the notification terminate its performance of the
WORK, or the relevant part thereof, and shall assign to OWNER all rights and
titles referred under the CONTRACT and take all such further steps as are
necessary to enable OWNER to take over CONTRACTOR's position in the
performance of the WORK with the least possible disruptions, all in accordance
with OWNER's instructions, if any.
Such further steps shall include but not be limited to:

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(a) Enabling OWNER to take over the WORK so far completed, or the relevant
part thereof, and all or the relevant part of the MATERIALS in
CONTRACTOR's care, custody or control;
(b) enabling OWNER to the extent desired by
CONTRACTORS CONSTRUCTION EQUIPMENT;
OWNER,
to
use
all
19.8
Any additional cost or damage incurred or suffered by OWNER as a result of

CONTRACTOR's failure as referred to in Article 19.2 shall be paid by
CONTRACTOR and for this purpose OWNER shall always have a lien over the
CONTRACTORS CONSTRUCTION EQUIPMENT.
19.9
CONTRACTOR shall hold OWNER harmless from and indemnified against any
action, damage, claim or demand whatsoever by CONTRACTOR,
SUBCONTRACTORS, suppliers or any other party employed by CONTRACTOR
including costs of legal fees which may be rendered against OWNER arising from
termination by OWNER pursuant to this Article 19.
19.10
Except as provided above, in the event of termination hereunder, the PARTIES

shall each be released and discharged from any claims by one Party against the
other in connection with the terminated WORK. Neither OWNER nor
CONTRACTOR shall be liable to the other for any consequential loss and indirect
loss including loss of anticipated profits sustained on account of such termination.
19.11
If in the performance of this CONTRACT, CONTRACTOR causes the

CONTRACT to be terminated or resulted in the CONTRACT to be terminated,
OWNER shall have the option to thereafter enforce the Bank Guarantee as may
be provided under this CONTRACT.
19.12
In the event of termination of a part of the WORK the provisions of this Article 19
shall apply mutatis mutandis.
END OF ARTICLE

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ARTICLE 20
20.0
DISCONTINUATION
20.1
OWNER has the right at any time, for any reason and at its absolute discretion, to
discontinue the CONTRACT subject to prior notification.
20.2
In the event of such notification to discontinue the CONTRACT, CONTRACTOR

shall either immediately or upon such other date as is specified in the notice:(a) discontinue its performance of the WORK other than such part of the WORK
as OWNER may instruct for the purpose of protecting, making safe or tidying
up such parts of the WORK as may already have been executed or may be in
the course of execution;
(b) assign to OWNER to the extent required by OWNER, all SUBCONTRACTS
and other obligations and any right and title referred to in Article 23.3;
(c) except for those SUBCONTRACTS as are required for the work as stipulated
in Article 20.2(a) which SUBCONTRACTS shall discontinue upon completion
of such work, discontinue all SUBCONTRACTS and other obligations not
assigned to OWNER pursuant to (b) above;
(d) enable OWNER or its nominee to take over the WORK so far completed and
all or the relevant part of the MATERIALS in CONTRACTOR's care, custody
or control;
(e) remove from the SITE all CONTRACTORS CONSTRUCTION EQUIPMENT
owned by CONTRACTOR;
20.3
In the event of such discontinuation CONTRACTOR shall be entitled to the

following:
(a) that part of the CONTRACT PRICE due and payable in accordance with the
CONTRACT up to the date of the discontinuation of the CONTRACT but
which has not been paid prior to the date of discontinuation.
(b) all reasonable cost incurred by CONTRACTOR in bringing the WORK to an
orderly close and turning it over to OWNER;

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(c) Other reasonable costs incurred by CONTRACTOR as a direct result of such

discontinuation which are costs of discontinuation or cancellation of
SUBCONTRACTS,
demobilisation
costs
of
CONTRACTORS
CONSTRUCTION EQUIPMENT and other property, personnel and of unused
materials and equipment from the SITE, the prorated portions of the insurance
premium and of the banking charges incurred in connection with the issuance
of the Performance Bond, costs of discontinuation of agreements for rentals
on CONTRACTORS CONSTRUCTION EQUIPMENT and offices and
employees accommodation.
The aforesaid costs and expenses will be subject to audit by a Malaysian firm
of Chartered Accountants independent of both PARTIES, which firm shall be
agreed between OWNER and CONTRACTOR within fourteen (14) calendar
days from the date of discontinuation, or failing agreement within such period
of time, such firm shall be appointed by the Chairman of the Bar Council,
Malaysia upon an application made by either PARTY. The audit shall be
completed within thirty (30) calendar days of the presentation by
CONTRACTOR of its estimate of costs and expenses together with all
relevant supporting documentation to such firm.
As soon as the PARTIES have reached agreement on the sum of money to
which CONTRACTOR is entitled they shall establish the difference between
such sum and the total amounts already paid to CONTRACTOR by OWNER
under the CONTRACT. The amount of difference so established shall be
settled within thirty (30) calendar days from the date the debit note is
submitted by the creditor to the debtor.
20.4
CONTRACTOR shall hold OWNER harmless from and indemnified against any
action, damage, claim, or demand whatsoever by CONTRACTOR,
SUBCONTRACTORS, suppliers or any other party employed by CONTRACTOR
including costs of legal fees which may be rendered against OWNER arising from
discontinuation by OWNER pursuant to this Article 20 but this indemnity shall not
prejudice CONTRACTOR's rights under Article 20.3.
20.5
OWNER shall not be liable to CONTRACTOR for any claim for loss of anticipated
profits for, on account of, or arising from discontinuation of this CONTRACT.
20.6
All SUBCONTRACTS shall contain clauses as included in this Article 20 to

enable CONTRACTOR to discontinue such SUBCONTRACTS as aforesaid.
END OF ARTICLE

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ARTICLE 21
21.0
SUSPENSION
21.1
OWNER may at any time and from time to time and for any reason, by notice to
CONTRACTOR, suspend further performance of all or any portion of the WORK.
Any notice of suspension shall specify the effective date of suspension and the
estimated duration of the suspension. Upon the date specified in any such notice
of suspension, CONTRACTOR shall promptly suspend further performance of the
affected WORK and during the period of such suspension shall properly care for
and protect all of the affected WORK in progress and all affected property of
OWNER which pursuant to the terms of this CONTRACT is subject to the
supervision of CONTRACTOR. OWNER may at any time end the suspension by
notice to CONTRACTOR, and CONTRACTOR shall use all reasonable efforts to
resume performance of the affected WORK pursuant to this CONTRACT
immediately upon receipt of such notice or upon the date specified in such notice.
As full compensation, CONTRACTOR will be reimbursed for the following costs,
reasonably incurred, without duplication of any item, to the extent that such costs
directly result from such suspension of all or any portion of the WORK;
(a) costs of performance which, in the circumstances of the delay, cannot
reasonably be avoided or reduced by CONTRACTOR, all of which costs must
be reasonable and unavoidable and which are a direct result of the
suspension;
(b) incremental costs incurred as a result of any delivery of equipment and
MATERIALS ordered and/or in transit (provided that CONTRACTOR and
OWNER shall consult as to ways of minimising such cost); all of which costs
must be reasonable and unavoidable and which are a direct result of the
suspension;
(c) incremental costs of CONTRACTORs field personnel, SUBCONTRACTORS
and rented CONTRACTORS CONSTRUCTION EQUIPMENT and other
facilities which with the consent of OWNER are maintained for the WORK and
costs incurred by CONTRACTOR in demobilising and re-mobilising
CONTRACTORs field personnel who are not so maintained all of which cost
must be reasonable and unavoidable and which are a direct result of the
suspension.

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PROVIDED THAT CONTRACTOR shall not be entitled to compensation for any

costs and expenses resulted from suspension which is necessary:i)
by reason of any default on the part of the CONTRACTOR;
ii)
by reason of CONTRACTOR performing the WORK in an unsafe manner.
Upon resumption by CONTRACTOR of all activities previously affected by

suspension, OWNER shall resume payments of the CONTRACT PRICE in
accordance with Article 8 with the payment dates adjusted to reflect the period
during which payment milestones were not achieved because of such suspension.
No suspension under this Article 21 shall suspend OWNERs obligation to make
payment for payment milestones already achieved at the date of suspension.
21.2
In the event of a suspension by OWNER under this Article 21, CONTRACTOR

shall invoice OWNER on a monthly basis for the costs of CONTRACTOR set forth
in Article 21.1 above and OWNER shall pay CONTRACTOR within thirty (30)
calendar days of receipt of the correct invoice together with supporting
documents.
21.3
OWNER may at any time lift the suspension of the performance of the WORK, for
all or any part of the suspended WORK, by giving written notice to the
CONTRACTOR. In such a case and provided that suspension was not due to
any reason mentioned in paragraphs (i) and (ii) of Article 21.1(c), CONTRACTOR
and OWNER shall consult with one another concerning the effect of suspension
on:(a) time Schedule and the Payment Schedule, as appropriate; and/or
(b) the CONTRACT PRICE,
which shall be equitably adjusted in accordance with Article 21.1. Such
adjustment shall take into account, among other things, costs of re-mobilising
CONTRACTORs field personnel and the ability of CONTRACTOR to reschedule
PROJECT activities in order to avoid or minimise overall delays resulting from the
suspension.
21.4
If the WORK or any part thereof is suspended for a period in excess of ninety (90)
days consecutively or one hundred eighty (180) days in the aggregate

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CONTRACTOR may serve a written notice on OWNER requiring a meeting to

determine whether the CONTRACT shall be terminated or the suspension shall
continue on the basis that the suspension will be lifted within a reasonable period
of time.
21.5
OWNER shall not be liable to CONTRACTOR or to any third party claiming

through CONTRACTOR for any claim of loss of anticipated profits for, on account
of, or arising from suspension of this CONTRACT.
21.6
Unless otherwise authorised by OWNER in writing, CONTRACTOR shall cause

provisions concerning suspension similar to the foregoing to be inserted into all
SUBCONTRACTS or other written obligations assumed by the CONTRACTOR
with respect to the performance of this CONTRACT. CONTRACTOR shall
enforce such provisions to the extent and in the manner directed by OWNER.
21.7
CONTRACTOR shall defend, indemnify and hold OWNER and OWNER'S

REPRESENTATIVE harmless from and against any actions, demands or claims
whatsoever by CONTRACTOR, SUBCONTRACTORS or any other party
employed by CONTRACTOR including costs of legal fees which may be
rendered against or incurred by OWNER and/or OWNER'S REPRESENTATIVE
arising from suspension by OWNER pursuant to this Article 21 but this indemnity
shall not prejudice CONTRACTORs right to reimbursement under Article 21.1.
END OF ARTICLE

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ARTICLE 22
22.0
FORCE MAJEURE
22.1
Neither PARTY hereto shall be liable for any failure to fulfill any term or condition
of the CONTRACT except with respect to payment of money, if fulfillment has
been delayed, hindered, interfered with or prevented by force majeure which for
the purpose of this Agreement shall mean any event which is not within the
control of the PARTY in question and could not have been prevented or overcome
by the exercise of due diligence by the said PARTY.
22.2
Without prejudice to the generality of Article 22.1 the events falling within force
majeure include severe force of nature, earthquakes, floods, tidal waves, acts of
war or public enemy and riots. However, force majeure shall not include
occurrences such as late performance by CONTRACTOR and/or
SUBCONTRACTOR caused by unavailability of equipment, supervisors or labour,
inefficiencies or similar occurrences or financial distress.
22.3
An event shall be deemed to be within the control of CONTRACTOR if:(a)
it is due to a default or failure of any SUBCONTRACTOR unless such

default or failure is due to force majeure as defined hereinbefore; or
(b)
it is a strike, labour or employment dispute, or difficulty or other concerted

acts of workmen whether direct or indirect among the employees of
CONTRACTOR or of any SUBCONTRACTOR, unless CONTRACTOR
can reasonably demonstrate that it does not arise out of an act or omission
of CONTRACTOR or such SUBCONTRACTOR and that the event is in
Malaysia.
For the purpose of this Article 22.3 SUBCONTRACTOR's personnel shall be

deemed to be CONTRACTOR's personnel.
22.4
Force majeure shall not include any event which is due to compliance with any
law in Malaysia.
22.5
On the occurrence of any force majeure event the PARTY so affected shall:

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(a)
immediately give verbal notice of such an event to the other PARTY and
promptly confirm that notice by letter or telefax.
(b)
use reasonable endeavours to mitigate the effect upon fulfillment of its

obligations under the CONTRACT and resume full performance of such
obligations under the CONTRACT as soon as possible, and so notify the
other PARTY.
22.6
If after complying with the requirements of Article 22.5 either PARTY is prevented
or delayed from the complete performance of any obligation for a period of thirty
(30) continuous days, or ninety (90) days in aggregate during the CONTRACT
period, the PARTIES shall thereupon agree, upon termination of force majeure
and upon commencement of the WORK to equitably make such adjustments as
may be necessary to reflect altered circumstances as a result of force majeure
event, provided that if the force majeure event continues for more than the said
thirty (30) days continuous or ninety (90) days in aggregate, whichever occurs
first, both PARTIES shall discuss and come to a mutually agreeable solution,
failing which either PARTY may, upon sixty (60) days' written notice, terminate
this CONTRACT.
22.7
The effective date of termination shall be the expiry of the said sixty (60) days or
such earlier date as OWNER may agree. In the event of such termination, the
provisions pursuant to Articles 19.3 (a), 19.4 to 19.7 hereof shall apply mutatis
mutandis and OWNER and CONTRACTOR shall consult and agree the steps
required to achieve an orderly close to the affected part of the WORK and the
reimbursement, if any, to be paid to CONTRACTOR in achieving such orderly
close-out.
22.8
Any delays or failure in performance by either PARTY hereto shall not give rise to
any claims for damages or loss of anticipated profits if, and to the extent, such
delay or failure is caused by force majeure.
END OF ARTICLE

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ARTICLE 23
23.0
ASSIGNMENT
23.1
CONTRACTOR shall not assign any part of its rights and obligations under the
CONTRACT without the prior written consent of OWNER. OWNER shall be
entitled to assign the CONTRACT or any part of its rights and obligations under
the CONTRACT with prior notification to CONTRACTOR.
23.2
Any PARTY to whom the rights and obligations under the CONTRACT are
assigned shall be bound by all the provisions of the CONTRACT. CONTRACTOR
or OWNER, as the case may be, shall procure as a condition precedent to any
assignment that such assignment shall:
23.3
(a)
be executed in accordance with the provisions of the CONTRACT.
(b)
be executed simultaneously with a separate specific agreement in favour

and for the benefit of OWNER or CONTRACTOR, as the case may be, to
the effect that the assignee accepts and agrees to be bound by the
CONTRACT; and
(c)
be of no force or effect whatsoever unless and until the provisions of this

Article 23 have been met and in the case of a proposed assignment by
CONTRACTOR an executed copy of the agreement referred to in (b)
above has been delivered to OWNER as a precondition to OWNER
granting the required written consent.
CONTRACTOR shall arrange that any right and title (together with the obligations
connected therewith) relating to the WORK which CONTRACTOR may directly or
indirectly acquire from third parties can if so required by OWNER be assigned to
OWNER in the event of termination or discontinuation as referred to in Articles 19
and 20 respectively, by notice in writing by OWNER to any such third party.
END OF ARTICLE

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ARTICLE 24
24.0
COMPLIANCE WITH LAWS
24.1
CONTRACTOR shall observe and abide by and shall ensure that any
SUBCONTRACTOR shall observe and abide by all applicable laws, by-laws and
regulations in Malaysia and in connection with the WORK, including but not
limited to those with respect to labour and insurance, safety and work
environment. CONTRACTOR shall indemnify OWNER for any loss or damage
suffered by OWNER as a result of CONTRACTOR's or SUBCONTRACTORS'
failure to comply with the aforementioned laws, by-laws and regulations.
Without prejudice to the generality of the foregoing, CONTRACTOR's obligations
herein shall extend to OWNER's own safety regulations as identified to
CONTRACTOR from time to time.
24.2
CONTRACTOR shall obtain without delay such authorizations, approvals,

permits, consents, licenses and work permits which are necessary for it to perform
the WORK, with the exception only of those which OWNER will obtain as
specified in the CONTRACT, if any, for which CONTRACTOR shall provide
OWNER with all necessary data, information and documents as required by the
relevant authorities until such date that OWNER has obtained from such relevant
authorities the confirmation that the permit application documentation is complete
and to their satisfaction.
24.3
CONTRACTOR shall be deemed to be aware that the CONTRACT PRICE

referred to in Article 8.1 has been based on all applicable laws, by-laws and
regulations, local customs and practices of Malaysia and any local and any other
duly constituted authority in effect on the EFFECTIVE DATE and shall keep itself
informed of future laws, by-laws and regulations which affect the WORK and/or
the CONTRACT PRICE.
24.4
CONTRACTOR shall at all times be considerate of and shall respect the local
customs and practices during the performance of the WORK.
END OF ARTICLE

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ARTICLE 25
25.0
OWNERSHIP AND TITLE
25.1
Ownership of any part of the WORK performed, whether completed or not, shall
vest in OWNER.
25.2
Nothing provided for in this Article 25 shall relieve CONTRACTOR from its
obligations under Articles 4, 5 and/or 9 and CONTRACTOR shall have full
responsibility and authority over the care, custody and control of any part of the
WORK, whether completed or not, and any item of MATERIALS as may be
necessary in connection with the execution of the WORK in accordance with the
provision of the CONTRACT.
25.3
Copyright in respect of all drawings, specifications, requisitions, calculations and

other documents supplied to OWNER and prepared by CONTRACTOR together
with ownership of all drawings, specifications, requisitions, calculations and other
documents prepared by any SUBCONTRACTOR, in connection with the WORK
shall vest in OWNER. OWNER shall have the right to use such drawings,
specifications, requisitions, calculations and other documents solely for the
purpose of the realization, operation and maintenance of the RAPID PROJECT
without any obligation of any kind to CONTRACTOR, or CONTRACTOR's
affiliates or SUBCONTRACTORS.
CONTRACTOR shall not make any reference to OWNER and/or the PROJECT
in reusing the standard drawings, specifications, requisitions, calculations and
other documents referred to in this Article 25.3, without in each case OWNER's
prior written approval.
25.4
CONTRACTOR shall ensure that appropriate provisions to secure OWNER's

rights as stated above shall be inserted in SUBCONTRACTS.
END OF ARTICLE

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ARTICLE 26
26.0
MATERIALS AND CONTRACTORS CONSTRUCTION EQUIPMENT
26.1
CONTRACTOR shall provide or cause to be provided at the SITE all MATERIALS

and CONTRACTORS CONSTRUCTION EQUIPMENT in accordance with the
procedures set out in the CONTRACT. Without prejudice to other provisions of
the CONTRACT, all shipments of MATERIALS shall be in CONTRACTOR's
name.
26.2
Without prejudice to CONTRACTOR's other obligations with respect to

MATERIALS under the CONTRACT, CONTRACTOR shall ensure that all
MATERIALS shall, when installed, be new and unused, of correct design and
workmanship, within the specifications, or if no such specifications exist, fully
suitable for the use intended and CONTRACTOR shall obtain in the name of
OWNER the best obtainable suitable guarantees and warranties in this respect
from the suppliers of MATERIALS. The foregoing does not relieve
CONTRACTOR of any of its obligations under Article 17.
26.3
CONTRACTOR shall source, and cause SUBCONTRACTORS to source all

CONTRACTORS CONSTRUCTION EQUIPMENT in Malaysia unless
CONTRACTOR proves to the satisfaction of OWNER that there are overriding
reasons for sourcing an item of CONTRACTORS CONSTRUCTION
EQUIPMENT outside Malaysia.
26.4
In the event of approval by OWNER for sourcing CONTRACTORS

CONSTRUCTION EQUIPMENT from outside Malaysia, CONTRACTOR shall
obtain all import licenses and other permits required for the importation into and
use in Malaysia of such CONTRACTORS CONSTRUCTION EQUIPMENT. Any
such item of CONTRACTORS CONSTRUCTION EQUIPMENT shall be imported
by CONTRACTOR in the name of CONTRACTOR.
26.5
CONTRACTOR shall use and cause SUBCONTRACTORS to use such

CONTRACTORS CONSTRUCTION EQUIPMENT as will be adequate, in quality
and number, to carry out the WORK in accordance with the CONTRACT.
CONTRACTORS CONSTRUCTION EQUIPMENT shall only be removed from
the SITE in accordance with the agreed demobilization schedule or otherwise with
the specific written approval of OWNER.

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26.6
If, in the opinion of OWNER any item of CONTRACTORS CONSTRUCTION

EQUIPMENT is no longer adequate in quality or number for CONTRACTOR to
carry out the WORK in accordance with the CONTRACT, CONTRACTOR shall, at
its own initiative, either make adequate repairs or arrange for immediate
replacement, or as the case may be, provide the necessary additional
CONTRACTORS CONSTRUCTION EQUIPMENT.
26.7
If CONTRACTOR fails to take at its own initiative the measures referred to in

Article 26.6 or if OWNER does not approve the measures proposed by
CONTRACTOR, then OWNER shall have the right to require CONTRACTOR to,
and CONTRACTOR shall forthwith, implement such measures as OWNER deems
necessary.
26.8
The cost and expenses involved in the implementation of any of the measures
under Articles 26.6 and 26.7 shall be for CONTRACTOR's account and shall not
be considered a CHANGE ORDER.
END OF ARTICLE

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ARTICLE 27
27.0
CONTRACTOR'S KEY PERSONNEL
27.1
CONTRACTOR warrants that it has and will throughout the CONTRACT duration
have experience and capability including sufficient and competent supervisors
and other personnel to efficiently and expeditiously perform the WORK at its own
sole risk and expenses and under its exclusive direction, control, and
responsibility.
27.2
CONTRACTOR further warrants that it shall ensure that any persons designated
as "Key Personnel" in the CONTRACT shall be located in Malaysia and available
at normal working hours in Malaysia and not be replaced without the prior
approval of OWNER of a suitable successor. In order to ensure that continuity of
the WORK is maintained, the replacement of any such Key Personnel shall work
alongside the person who is to be replaced for a reasonable hand over period at
no cost to OWNER.
27.3
CONTRACTOR shall at its own cost, be responsible for all matters relating to the
employment of its personnel, whether local or foreign, including without limitation:(a) work permit, employment visa, immigration requirements;
(b) remuneration, EPF, SOCSO, TAXES, levy, commission;
(c) lodging or accommodation, transportation, meal allowance;
(d) medical welfare, examination, treatment, hospitalization, health insurance,
including that of their immediate families; and
(e) all other statutory requirements.
27.4
CONTRACTOR shall immediately, at its own cost, provide an acceptable

replacement of any of its personnel, SUBCONTRACTORS, or its
SUBCONTRACTORS' personnel whom OWNER, in its sole discretion considers:(a) to be incompetent;
(b) to be detrimental to the WORK due to their continued presence or be a source
of concern to OWNER;
(c) to have acted in a manner prejudicial to OWNER's best interests;

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(d) to have failed to comply with OWNER's safety or other rules or regulations; or
(e) to have produced substandard WORK, or not to have acted diligently.
27.5
In the performance of the WORK, CONTRACTOR shall maintain strict discipline

and good order among its employees and the employees of its
SUBCONTRACTORS and shall not permit any of them to engage in activities
which OWNER deems contrary or detrimental to OWNER's interests.
CONTRACTOR shall ensure that there is no drug abuse among its personnel,
agents, SUBCONTRACTORS, its servants and its third party during the
performance of the WORK.
27.6
CONTRACTOR agrees that it will not allocate its approved Key Personnel and
other critical resources to any other contracts. Otherwise, CONTRACTOR shall
demonstrate to OWNERs satisfaction that allocation of these resources will not
adversely affect CONTRACTOR's ability to properly perform its obligations under
the CONTRACT. CONTRACTOR further agrees that when allocating its
personnel, the said contracts, including the cumulative effect of such contracts,
will not be given priority over the WORK.
27.7
CONTRACTOR warrants that its personnel have been medically evaluated and
are certified fit prior to performing WORK for OWNER. CONTRACTOR shall bear
all costs associated with the above requirement including the cost for the medical
examinations. OWNER may also request CONTRACTOR's personnel to undergo
a medical examination at OWNERs appointed clinic at any time during the term of
this CONTRACT. Any CONTRACTOR's personnel that is determined to be
medically unfit based on the medical examination unless otherwise agreed by
OWNER shall not be allowed to perform the WORK and CONTRACTOR shall be
responsible to provide a qualified replacement at no additional cost to OWNER.
All costs associated with the medical examination or tests that are requested by
OWNER shall be borne by CONTRACTOR.
27.8
Alcohol And Drug Use

(a)
CONTRACTOR is responsible to ensure that its employees, agents, and

SUBCONTRACTORS, its servants and its third party shall not use, be in
possession or under the influence of any drug during the performance of
the WORK, or cause any drugs to be carried into the SITE.

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27.9
(b)
CONTRACTOR shall also ensure that its employees, agents,

SUBCONTRACTORS, its servants and third party shall not use or be in
possession of, distribute or engage in the sale of alcohol/alcoholic
beverages at SITE.
(c)
Any of the CONTRACTOR's personnel, employees, agents,

SUBCONTRACTORS and third party who is incapable of performing his
work or duties due to the influence of alcohol shall be refused entry from
the SITE or otherwise removed from the SITE. CONTRACTOR shall
replace such person immediately in accordance with the provision herein
contained. Any cost incurred shall be for the CONTRACTOR's account.
Upon request by OWNER, CONTRACTOR shall furnish names and addresses of

its
SUBCONTRACTORS,
employees
of
CONTRACTOR
or
its
SUBCONTRACTORS or others who have performed or are performing WORK
under the CONTRACT.
END OF ARTICLE

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ARTICLE 28
28.0
28.1
LOCAL PARTICIPATION
(a)
The CONTRACTOR shall during the term of this CONTRACT, engage

Bumiputera entities, contractors or organisations subject to the approval of
OWNERS REPRESENTATIVE to carry out specific portion of the WORKS on a
sub-contract basis and the amount of these participations shall be a minimum of
thirty percent (30%) of the total CONTRACT value, and a minimum of fifteen
percent (15%) of the total CONTRACT value to be carried out by Johor
Bumiputera contractors in accordance with the requirements of Section C
Project Specification. The CONTRACTOR shall at all times in carrying out the
WORKS maximise the utilisation of Bumiputera personnel and supplied
equipment, goods and materials.
(b)
The maximum utilisation of Bumiputera entities shall entail the following:

(i)
(ii)
(iii)
(c)
Maximising the amount and value of the WORKS made available

for sub-contracting;
Maximising the usage of equipment, goods and materials sourced
from within Johor and Malaysia; and
Maximising the usage of services and facilities of any description
from Johor based Bumiputera entities.
A Bumiputera entity is either:(i)
(ii)
An entity that is established under the Companies Act 1965 or the

Registration of Business Act 1956 and at least fifty-one percent
(51%) of its shares are owned by Bumiputera individuals, and have
at least fifty-one percent (51%) Bumiputera participation at Board,
Management and staff levels; or
Public listed companies or their subsidiaries that have been given
the status of Bumiputera Controlled Plc by the Foreign Investment
Committee (FIC) or the Ministry of International Trade and Industry
(MITI) through the Ministry of Finance or Pusat Khidmat Kontraktor.
Bumiputera public listed companies or their subsidiaries are not
allowed to participate in sub-contract works valued at Ringgit
Malaysia: Ten Million (RM10,000,000.00) or less.

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(d)
A Johor based Bumiputera entity is:(i)
(ii)
An entity that is established under the Companies Act 1965 or the

Registration of Business Act 1956 and having its registered office
or principal place of business in the state of Johor; and
At least fifty-one percent (51%) of its shares are owned by
Bumiputera individuals from Johor.
(e)
Further, the CONTRACTOR agrees that in sub-letting the whole or any

parts of the WORKS herein the CONTRACTOR shall comply with the
following requirements (where applicable), failing which the OWNER shall
be entitled to withhold any consent for the sub-letting; The requirements
are that the CONTRACTOR shall indicate clearly to the OWNERS
REPRESENTATIVE how the CONTRACTOR intends to fulfil the
requirements under this Article 28, and shall provide a full list of the
portion of the WORKS to be carried out by the Johor based Bumiputera
entities prior to the sub-letting of any WORKS. The CONTRACTOR further
agrees that it shall immediately upon the OWNERS REPRESENTATIVEs
request provide a list of all major Johor Bumiputera based sub-contractors
and suppliers.
(f)
CONTRACTOR shall report the status of all Bumiputera entity

company(ies) for all phases of WORK on a monthly basis, complete with
relevant supporting documentation, data and calculation in order to
demonstrate that CONTRACTOR complies with such requirements. The
format of the report is to be discussed and agreed upon by OWNERS
REPRESENTATIVE and CONTRACTOR.
END OF ARTICLE

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ARTICLE 29
29.0
HEALTH, SAFETY, SECURITY AND ENVIRONMENT
29.1
The CONTRACTOR shall comply with all applicable Health, Safety and
Environment (HSE) laws and regulations pertaining to safety, health,
environment protection and fire protection, which are applicable to the location
where the WORK are being carried out. The CONTRACTOR shall also comply at
all times with the requirements as set forth by the OWNER in its Health, Safety
and Environment Management System (HSEMS), policies, operating standards,
site HSE requirements, OWNER Zero Tolerance Rules (ZeTo) and any special
instructions and all requirements stipulated in this CONTRACT and the Health,
Safety, Security and Environment Requirements stipulated in Section C, Part IV
Specifications, Drawings, Procedures and Requirements of the ITB. These
requirements are intended to supplement any known or ought to be known laws
and regulations applicable at the location where the WORK are being carried out.
The CONTRACTOR shall take all necessary HSE control and recovery measures
related to or arising out of the performance of the CONTRACT in order to protect
the WORK, the personnel and property of the OWNER, CONTRACTOR, SUBCONTRACTOR, all third parties and public from the hazards and risks associated
with the planning and execution of WORK. Notwithstanding the above, the
CONTRACTOR shall perform all obligations related to the HSE requirements
listed within PROJECT SPECIFICATIONS.
29.2
CONTRACTOR shall work closely with OWNER to develop the most appropriate
HSE recognition program for this CONTRACT. Such HSE recognition program
shall provide a structured means to periodically reward and recognize those
personnel who have contributed in making the SITE a safe work place. HSE
incentives will be based on merits, active participation, and the achievement of
HSE performance targets.
29.3
CONTRACTOR shall at its own expense ensure that all its personnel and
SUBCONTRACTOR(s) personnel have been given the necessary basic safety
and job related training as required by law and the PROJECT SPECIFICATION,
prior to the start of WORK and provide OWNER with copies of certifications if so
required.
In particular, CONTRACTOR shall ensure that all its and
SUBCONTRACTOR(s) personnel are registered with NIOSH and/or CIDB.

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29.4
CONTRACTOR shall ensure that all CONTRACTOR's CONSTRUCTION

EQUIPMENT, facilities and other items in any way associated with or utilized in
the WORK are maintained in a safe, sound and proper condition.
29.5
In the event of any incidents or accidents, CONTRACTOR shall report to OWNER

immediately of the event and the circumstances. CONTRACTOR shall also alert
fire brigade, police and/or other authorities relevant to any incidents or accidents
in all respects in accordance with applicable law and local requirements.
CONTRACTOR shall maintain accurate accident and injury reports and shall
furnish OWNER with a monthly summary of fatalities, if any, injuries, man-hours
lost due to injuries and other reasonable requests for information relating to
accidents, illnesses or injuries.
29.6
CONTRACTOR shall at its own expense provide adequate first aid equipment, fire
extinguishers and other safety equipment of approved types and amounts, as may
be reasonably required in connection with this CONTRACT and shall maintain this
equipment in a professional manner as dictated by legal and industry standards.
CONTRACTOR shall keep up-to-date records of all said equipment including for
inspection and maintenance thereof.
29.7
CONTRACTOR shall at its own expense supply its personnel and

SUBCONTRACTOR(s) personnel with adequate personnel protective equipment,
required in connection with the safe performance of the WORK, as required and
enforce the use of such equipment by said personnel.
29.8
No later than thirty (30) days after the EFFECTIVE DATE, CONTRACTOR shall
submit for OWNER's review and comments a SITE HSE management
programme, applicable to the WORK, which will define the measures, practices
and procedures by which CONTRACTOR intends to protect personnel and
equipment against injury or damage. Such OWNER's review and comments shall
not relieve, nor shall such review and comments be construed as limiting in any
manner, CONTRACTOR's obligations to undertake any action which may be
necessary to establish and maintain safe and secure working conditions and
environment at the SITE.
CONTRACTOR shall hold regularly scheduled meetings to instruct its personnel
on proper HSE practices and the requirements of the SITE HSE programme.

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29.9
CONTRACTOR shall allow OWNER and OWNER's REPRESENTATIVE access

at any time to CONTRACTORS CONSTRUCTION EQUIPMENT, personnel and
records
when
requested,
to
enable
OWNER
and/or
OWNER's
REPRESENTATIVE to inspect any aspect of CONTRACTOR's operations
relevant to HSE in general and the work environment.
29.10
CONTRACTOR shall ensure that all its employees and SUBCONTRACTOR(s)

employees engaged in the WORK are medically fit and healthy. Any medical
diseases or disabilities including such diseases or disabilities which
CONTRACTOR may consider will not adversely influence the employee's ability to
perform his role in the WORK shall be reported to OWNER prior to the start of the
WORK.
29.11
CONTRACTOR shall at no cost to OWNER be responsible for the medical welfare

of its own and SUBCONTRACTOR(s) employees and shall take care of
arrangements for medical attendance, treatment or hospitalisation if and when
necessary and shall arrange suitable insurance coverage for such contingencies.
29.12
CONTRACTOR shall be responsible for the safe operation, upkeep and

maintenance of all temporary facilities on the SITE including daily removal of
rubbish and debris and all other services deemed necessary.
29.13
Throughout the performance of the WORK, CONTRACTOR shall conduct all

operations in such a way as to minimise impact on the natural environment in its
compliance with all laws, regulations and rules applicable to the SITE.
CONTRACTOR agrees to indemnify OWNER and OWNER's REPRESENTATIVE
for all claims, damages, costs and penalties relating to any environmental damage
or loss or non-compliance with any law or regulation arising out of
CONTRACTOR's or SUBCONTRACTOR(s) performance of the WORK.
29.14
The failure of CONTRACTOR to comply with the OWNERs applicable HSSE

requirements shall be deemed as a default by CONTRACTOR and shall
constitute a breach of the CONTRACT.
29.15
Owner shall have the right to prohibit commencement of the WORK or to stop any
WORK in progress on HSE ground if (without limitation) MATERIALS,
CONTRACTORS CONSTRUCTION EQUIPMENT, CONTRACTORs personnel
(whether procured by CONTRACTOR from third parties or supplied by
CONTRACTOR) or work conditions are considered to be unsafe or not in
compliance with OWNERs HSSE rules and/or requirements stipulated in

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PROJECT SPECIFICATIONS. In such event, CONTRACTOR shall without

reservation remove the unsafe MATERIALS, CONTRACTORS CONSTRUCTION
EQUIPMENT, CONTRACTORs personnel or work conditions prior to seeking
OWNERs permission to resume or commence the WORK. Any costs incurred by
CONTRACTOR or CONTRACTORs REPRESENTATIVES as a result of any
delays or actions taken or required which arise in any way in connection with this
Article and/or the WORK stoppage, shall be at CONTRACTORs sole expense
and shall not entitle CONTRACTOR to any compensation thereof.
29.16
In the event the CONTRACTOR or CONTRACTORs REPRESENTATIVES fail to

comply with any of the HSSE requirements stipulated in PROJECT
SPECIFICATIONS, OWNER shall be entitled to withhold amounts from payments
due to CONTRACTOR under this CONTRACT until CONTRACTOR rectifies the
noncompliance to the satisfaction of OWNER whereupon OWNER shall
immediately release such sums withheld to CONTRACTOR (without any interest
imposed thereon).
29.17
In the event the CONTRACTOR fails to take appropriate remedial action or

refuses to remedy or remove the causes for withholding such payments after
delivery of written notice to the CONTRACTOR by OWNER, OWNER shall be
entitled to cause the same to be remedied or removed on its own and may deduct
the costs including the expenses thereby incurred by OWNER from any amounts
due or owing or which may become due or owing to CONTRACTOR under the
CONTRACT provided always that this provision shall not affect any other rights or
remedies to which OWNER may be entitled hereunder CONTRACT or at law or
otherwise for the recovery of such sums.
29.18
In case of HSSE non-compliance committed by CONTRACTORs personnel

which has been verified by OWNER, consequence management shall be applied
to CONTRACTORs personnel in accordance with the requirements of PROJECT
SPECIFICATIONS.
29.19
If HSSE non-compliances of a major category as prescribed in PROJECT

SPECIFICATIONS were repeatedly committed by CONTRACTORs personnel,
OWNER shall have the right to terminate the CONTRACT in accordance with the
provisions of Article 19 of this CONTRACT and claim for any loss, damages
suffered by the OWNER as a result thereof.
29.20
If an incident of HSSE non-compliance by the CONTRACTOR occurs and results

in fatality during execution of the WORK, OWNER shall have the right to terminate

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the CONTRACT in accordance with the provisions of Article 19 and the OWNER
shall also have the right to call on the Performance Bond pursuant to Article 18 of
this CONTRACT to recover any loss, claims or damages suffered by the OWNER
as a result thereof.
29.21
CONTRACTOR is fully responsible for its own and SUBCONTRACTORs security

of personnel, equipment & material.
29.22
CONTRACTOR shall comply with the Security requirements provided in Section

C, Part IV Specifications, Drawings, Procedures and Requirements of the
ITB.
29.23
CONTRACTOR is also responsible for the security and safety of the OWNERs
site facilities and is required to provide general site security, including security for
OWNER properties and personnel, CONTRACTORs own work area, equipment
and materials, tools, and supply of barricades as required.
29.24
The above are without prejudice to any other rights and remedies of OWNER
arising hereunder or by law or otherwise.
END OF ARTICLE

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ARTICLE 30
30.0
SECRECY
30.1
CONTRACTOR shall preserve and cause its employees to preserve the secrecy
of any confidential information. CONTRACTOR shall, where deemed necessary
by OWNER enter into Non-Disclosure/Secrecy Agreements with any third parties
so identified by OWNER.
30.2
CONTRACTOR shall not use or cause to be used any confidential information for
any purpose other than the performance of the WORK, and as such
CONTRACTOR shall not:a) reproduce, copy or use any confidential information; or
b)
30.3
disclose to, place at the disposal of, or use on behalf of any third party, or
enable any third party to peruse, copy or use any confidential information
unless with prior written consent of OWNER.
The undertaking under this Article shall continue for a period of two (2) years from
the expiry of the DEFECTS LIABILITY PERIOD provided and insofar as the
confidential information in question has not:a) become part of public knowledge or literature through no fault of
CONTRACTOR; or
b)
been disclosed to CONTRACTOR by a third party (other than one disclosing

on behalf of OWNER) who could lawfully do so and did not derive such
confidential information from OWNER and is under no secrecy obligation with
respect thereto.
30.4
The undertakings under this Article shall not prevent CONTRACTOR from using
confidential information which at the time of disclosure under the CONTRACT was
already in the possession of CONTRACTOR under a binder of secrecy or
disclosed under a secrecy obligation to CONTRACTOR by a third party as
mentioned in this Article within the limitations of such obligation.
30.5
The copyright in any confidential information disclosed to CONTRACTOR by

OWNER shall, in the absence of any express provision thereon, be vested in
OWNER.

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30.6
CONTRACTOR undertakes and agrees to take precautions to safeguard all

documents, records, data notes and instructions which OWNER may supply to
CONTRACTOR in relation to WORK. CONTRACTOR with the written approval of
OWNER may make copies of such documents, records, data, notes and
instructions only to the extent that they are necessary for effectively carrying out
the WORK. On completion of the WORK, CONTRACTOR shall return all such
documents and copies thereof to OWNER except that CONTRACTOR may retain
a copy of such documents for record purposes with OWNERs prior approval.
30.7
CONTRACTOR shall procure similar undertakings from SUBCONTRACTOR(s)

with regard to OWNERs confidential information prior to appointing them to
perform the WORK or any part thereof.
30.8
CONTRACTOR shall not, unless expressly allowed under the CONTRACT:

(a) film or photograph any part of the WORK at the SITE without the prior written
approval of OWNER. OWNER reserves the right and CONTRACTOR agrees
to allow OWNER to vet scripts, synopsis, all films, videos or photographs taken
of the WORK and expressly to review and censor any part thereof; or
(b) orally or in writing or in any other form make any public statement,
advertisement in newspapers or comment on any matter relating to the WORK
without the prior written approval of OWNER; or
(c) publish or cause to be published any article, book or other work which is based
on confidential information.
30.9
The confidentiality and secrecy obligations required on part of CONTRACTOR

pursuant to this Article 30 shall apply mutatis mutandis to OWNER in respect of
any information disclosed by CONTRACTOR to OWNER to the extent such
information is marked as confidential or is normally known or ought to be known as
confidential.
30.10 Notwithstanding the foregoing and without being held in breach of their obligation
under this Article, OWNER and CONTRACTOR may disclose any confidential
information to any competent authority where such disclosure is required by
applicable legislation or is requested pursuant to a court order.
END OF ARTICLE

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ARTICLE 31
31.0
WAIVER
31.1
A waiver on the part of OWNER or CONTRACTOR of any term, provision or

condition of the CONTRACT shall not constitute a precedent nor bind either
PARTY hereto to a waiver of any succeeding breach of the same or any other
term, provision or condition of the CONTRACT. No waiver of any term, provision
or condition of the CONTRACT shall be claimed by either PARTY unless the
same is in writing and signed by the other PARTY.
31.2
Any failure by OWNER to exercise or enforce any right, remedy or provision

contained in this CONTRACT, at any time or for any period of time shall not
constitute a waiver of such right, remedy or provision.
END OF ARTICLE

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ARTICLE 32
32.0
APPLICABLE LAW
The CONTRACT shall be governed by and construed in all respects in
accordance with the laws of Malaysia.
END OF ARTICLE

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ARTICLE 33
33.0
ARBITRATION
33.1
Any dispute or difference arising out of or in connection with the CONTRACT or

the implementation of any of the provisions of the CONTRACT which cannot be
settled amicably shall be submitted to arbitration under the auspices of the Kuala
Lumpur Regional Centre for Arbitration (KLRCA) and the reference shall be to a
panel of three (3) arbitrators.Either Party may institute such arbitration by giving
written notice to the other and appoint one (1) arbitrator. Within fourteen (14) days
thereafter the other PARTY shall appoint a second arbitrator. The two (2)
arbitrators shall thereupon select, and agree on a third arbitrator who shall
become the Chairman, within fourteen (14) days. In the event agreement upon the
third arbitrator cannot be reached, the third arbitrator shall be appointed by
KLRCA on the application by the PARTY who gives notice. It is agreed, however
that no one shall be appointed to act as an arbitrator who is an employee of either
Party or who is in any way financially interested in this CONTRACT.
33.2
The arbitration shall be conducted in Kuala Lumpur, Malaysia in accordance with

the Arbitration Act 2005 of Malaysia or any statutory modification or re-enactment
thereafter being in force. The language of the arbitration shall be the English
Language. The cost of arbitration shall be borne by the PARTY whose contention
was not upheld by the arbitration tribunal, unless otherwise provided in the
arbitration award.
33.3
The decision of the arbitrators shall be final and binding upon both PARTIES and
no PARTY shall have the right to seek recourse to a law court or other authorities
to appeal for revisions of such decision.
33.4
Notwithstanding the foregoing, both PARTIES shall continue to perform their

obligations under the CONTRACT pending settlement of any dispute hereunder.
END OF ARTICLE

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ARTICLE 34
34.0
LANGUAGE
For all aspects of the CONTRACT the English language shall be the ruling
language, unless otherwise stated in the PROJECT SPECIFICATION.
END OF ARTICLE

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ARTICLE 35
35.0
LIENS AND CLAIMS
35.1
CONTRACTOR shall indemnify and hold OWNER and its Affiliates harmless from
all liens, claims, assessments, fines and levies created, caused or committed by
CONTRACTOR or its SUBCONTRACTORS and all costs, damages and
expenses incidental thereto, including without limitation all court and arbitration
costs, legal fees, and other reasonable expenses. CONTRACTOR shall notify
OWNER of such liens and claims.
35.2
OWNER shall have the right to retain out of any payment to be made for any
WORK or a portion thereof, under this CONTRACT an amount sufficient to offset
such liens or claims which CONTRACTOR fails to discharge promptly until such
liens or claims is proven to be invalid or is satisfied, discharged or settled.
35.3
Should there be any lien or claim after all payments hereunder have been made,
CONTRACTOR agrees to refund to OWNER upon demand, all monies that
OWNER and/or its Affiliates may be compelled to pay to discharge any such lien
in consequence of CONTRACTOR's default including all costs, legal and
professional fees.
35.4
CONTRACTOR shall provide OWNER, upon completion or upon expiry or early

termination of this CONTRACT, full and complete statements that all of
CONTRACTORs employees, SUBCONTRACTORS and suppliers have been
paid in full, for WORK done or for equipment, materials and supplies furnished to
and all debts, TAXES, liens, privileges, claims, charges and obligations arising out
of the purchase or lease of equipment, materials, supplies and labour for use in
the WORK hereunder to the date of such statements in connection with the
performance of the WORK. In the event of any dispute, CONTRACTOR shall post
a bond or any form of security acceptable to OWNER to secure OWNER and its
Affiliates against any such liens or claims.
35.5
The Statement required under Article 35.4 above shall contain declaration from
CONTRACTOR to OWNER that there are no liens to be liable. CONTRACTOR
shall indemnify and hold OWNER and its Affiliates harmless from and against all
claims, demands, losses, costs, proceedings, charges and expenses arising out
of or incurred in connection with any claims or liens arising out of the performance
of the WORK and this CONTRACT by CONTRACTOR.
END OF ARTICLE

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ARTICLE 36
36.0
CONFLICT OF INTEREST
36.1
CONTRACTOR shall exercise due care and diligence to prevent any actions being
taken or conditions from arising which could result in a conflict with OWNERs best
interest. This obligation shall apply to the activities of the personnel of
CONTRACTOR in their relations with OWNER's employees and their families, and
with suppliers, SUBCONTRACTOR, and third parties, arising from the
CONTRACT or related to the performance of the WORK.
36.2
CONTRACTOR's efforts shall include, but not be limited to, establishing

precautions to prevent its personnel from making, receiving, providing, or offering
gifts, entertainment, payments, loans, or other considerations for the purpose of
influencing individuals to commit acts contrary to OWNERs best interest.
36.3
CONTRACTOR shall not, at any time, make nor shall it offer any payment, gift,
promise, benefit, payment of unlawful gratuities, or other advantage (whether
pecuniary or otherwise) of any nature whatsoever, whether directly or through
intermediaries, to or for the benefit of any person, including any employee,
representative or agent of OWNER or any public official (i.e. any individual
performing an official function of a Government department, public agency, public
enterprise, public international organization or political party) where such payment,
gift, promise, or advantage will influence or may potentially influence the outcome
or any part of the bidding exercise in favour of CONTRACTOR.
36.4
CONTRACTOR shall, with respect to any matter arising out of this CONTRACT:(a) maintain adequate internal controls;
(b) accurately record all transactions in its books and records; and
(c) comply with all applicable laws.
36.5
In the event that CONTRACTOR shall be in breach of the terms and conditions of
this Article or any part thereof for any reason whatsoever, OWNER shall be
entitled to terminate the CONTRACT without any payment of compensation.
END OF ARTICLE

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ARTICLE 37
37.0
INDEPENDENT CONTRACTOR
37.1
CONTRACTOR is an independent contractor and neither CONTRACTOR nor its

employees, nor its SUBCONTRACTORS or their employees are agents or employees of
OWNER. The entire performance, operation, management and control of
CONTRACTOR's personnel and equipment shall be under the exclusive control and
command of CONTRACTOR. CONTRACTOR's primary purpose shall be to perform all
acts necessary to execute the WORK consistent with safety and good oil and gas
industry practice to the satisfaction of OWNER.
37.2
As an independent contractor, CONTRACTOR assumes all legal and contractual

obligations arising out of the execution of the WORK except as specified in this
CONTRACT. The presence of the inspection and supervision by OWNERs
REPRESENTATIVE shall not relieve CONTRACTOR from CONTRACTORs obligations
and responsibilities.
37.3
CONTRACTOR shall have no authority to make any statements, representations or

commitments of any kind or to take any action, which shall be binding upon OWNER,
except as provided for herein or otherwise with prior written authorisation from OWNER.
END OF ARTICLE

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ARTICLE 38
38.0
ENTIRE AGREEMENT
This CONTRACT constitutes the entire agreement between the PARTIES hereto and
supersedes all prior negotiations, representations or agreements related to this
CONTRACT, either written or oral, including OWNER's bid document and
CONTRACTOR's proposal(s) except to the extent they are expressly incorporated into
this CONTRACT. No changes, alterations or modifications to this CONTRACT shall be
effective unless in writing, and executed by the authorised signatories of OWNER and
CONTRACTOR.
END OF ARTICLE

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ARTICLE 39
39.0
39.1
CODE OF CONDUCT AND BUSINESS ETHICS

Business Conduct
(a)
CONTRACTOR must comply with the relevant parts of the PETRONAS

Code of Conduct and Business Ethics, Country Supplement, other
applicable rules, regulations, policies, procedures, guidelines and
requirements as updated by PETRONAS from time to time in the
performance of their WORK or services for PETRONAS.
A copy of the PETRONAS Code of Conduct and Business Ethics and Country
Supplement can be obtained from http://www.petronas.com.my/aboutus/governance/Pages/governance/code-of-conduct-business-ethics.aspx.
39.2
(i)
CONTRACTOR must ensure that all ASSOCIATED PERSONS

who perform services or provide goods in connection with this
Agreement comply in all relevant part with the PETRONAS Code
of Conduct and Business Ethics, Country Supplement, other
applicable rules, regulations, policies, procedures, guidelines and
requirements as updated by PETRONAS from time to time.
(ii)
From time-to-time, at the reasonable request of PETRONAS,

CONTRACTOR shall confirm in writing that CONTRACTOR and
the ASSOCIATED PERSONS have complied with the obligations
imposed upon in this Clause 39.1 and provide any information
reasonably requested by PETRONAS in support of the compliance
obligations.
(iii)
In the event that the CONTRACTOR and the ASSOCIATED

PERSONS refuse, fail and/or is negligent in complying with the
provisions as stated in this Clause 39.1, PETRONAS may take any
such action as deemed necessary including termination of this
Agreement in accordance with the terms stated in Clause 19
without any payment of compensation to CONTRACTOR.
Conflict of Interest and Fighting Corruption and Unethical Practices

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(a) CONTRACTOR must:

(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
comply with all RELEVANT REQUIREMENTS and RELEVANT

POLICIES;
have in place and maintain throughout the term of this Agreement
its own policies and procedures to ensure compliance with the
RELEVANT REQUIREMENTS and RELEVANT POLICIES.
with respect to any matter arising out of this Agreement, maintain
adequate internal controls and accurately record all transactions in
its books and records.
enforce the policies and procedures referred to in Clause 39.2(b)
where appropriate;
promptly report to PETRONAS any breach of this Clause 39.2
arising in connection with this Agreement and take such steps as
PETRONAS may reasonably require in order to ameliorate any
such breach;
promptly report any request or demand for any undue financial or
other advantage of any kind received by CONTRACTOR in
connection with the performance of this Agreement and take such
steps in response to any such request as PETRONAS may
reasonably require;
immediately notify PETRONAS in writing if a foreign public official
becomes an officer or employee of the CONTRACTOR or acquires
a direct or indirect interest in CONTRACTOR and CONTRACTOR
warrants that no foreign public officials are officers or employees of
CONTRACTOR or have direct or indirect interests in
CONTRACTOR at the date of this Agreement;
(b) CONTRACTOR must ensure that all ASSOCIATED PERSONS who perform
services or provide goods in connection with this Agreement do so on the basis of
a written contract which imposes RELEVANT OBLIGATIONS on the
ASSOCIATED PERSON.
(c) CONTRACTOR shall be responsible for the observance and performance by
ASSOCIATED PERSONS of the RELEVANT OBLIGATIONS and shall be directly
liable to PETRONAS for any breach of the RELEVANT OBLIGATIONS by an
ASSOCIATED PERSON.

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(d) Breach of this Clause 39 shall be deemed a material breach and PETRONAS
may terminate the Agreement in accordance with the terms stated in Clause 19
without any payment of compensation to CONTRACTOR.
END OF ARTICLE

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ARTICLE 40
40.0
NON-EXCLUSIVE AGREEMENT
This CONTRACT is non-exclusive and OWNER reserves the right to engage
other contractors to perform similar or identical WORK. CONTRACTOR shall
afford such other contractors adequate opportunity to carry out their contracts and
shall accomplish the WORK in cooperation with those contractors and with
OWNER.
END OF ARTICLE

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ARTICLE 41
41.0
ANTIQUITIES AND FOSSILS
41.1
All fossils, coins, articles of value or antiquity and structures and other remains or
things of geological, historical or archeological interest discovered on the SITE
shall be the absolute property of the Government of Malaysia.
41.2
The CONTRACTOR shall take all reasonable precautions to prevent its workmen
or any other persons from removing or damaging any such article or thing and
shall immediately upon discovery and before removal of such article or thing,
inform OWNER to obtain instruction for dealing with the same.
END OF ARTICLE

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ARTICLE 42
42.0
RECOVERY BY OWNER
42.1
Wherever the CONTRACT provides for OWNER to recover any amount from the
CONTRACTOR such amount may be deducted from any sum due or become due
at any time thereafter from OWNER to the CONTRACTOR in accordance with the
provisions of the CONTRACT.
42.2
Such sums may in any event be recovered by OWNER from the CONTRACTOR
as a debt due and owing.
END OF ARTICLE

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ARTICLE 43
43.0
COMPLIANCE WITH ENVIRONMENTAL QUALITY ACT 1974
43.1
The CONTRACTOR shall comply with all relevant laws relating to the protection
and preservation of the environment, in particular the Environmental Quality Act,
1974 including any subsequent amendments to or re-enactment of the
Environmental Quality Act, 1974.
43.2
The CONTRACTOR shall give due consideration the preservation and social
implications of water and air quality, soil, flora and fauna (if any) within the SITE
during the execution of the WORK. All measures taken by the CONTRACTOR in
compliance with this Article shall be deemed to be included in the CONTRACT
PRICE.
END OF ARTICLE

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ARTICLE 44
44.0
STAMP DUTY
The stamp duty in respect of this CONTRACT shall be borne by the
CONTRACTOR.
Each PARTY shall bear any respective legal or other professional charges it may
occur in respect of any independent advice that it may seek in respect of this
CONTRACT and/or any matter pertaining thereto.
END OF ARTICLE

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ARTICLE 45
45.0
PRICE FLUCTUATION
OWNER shall not entertain any claim for fluctuation of price in respect of all
materials, fuel, labour, exchange rates, taxes, statutory contribution, duties,
freight, transport charges, storage, protection and everything necessary and
requisite for the proper execution and completion of the WORK, at any point
during the currency of this CONTRACT and/or the end of any statutorily provided
limitation period.
END OF ARTICLE

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ARTICLE 46
46. INTELLECTUAL PROPERTY
46.1
Ownership of all drawings, specifications, requisitions, calculations and other documents

supplied by CONTRACTOR to OWNER in connection with the WORK shall vest in
OWNER and OWNER shall have the right to use these drawings, specifications,
requisitions, calculations and other documents for the purpose of construction, operation,
maintenance, repair, revision, reconstruction of damage of faulty parts of the WORK.
46.2 CONTRACTOR grants to OWNER:

(a) a non-exclusive, royalty free, irrevocable, and transferable world-wide license to use,
sublicense, reproduce and modify the BACKGROUND IPR in connection with the
PROJECT and the RAPID PROJECT; and
(b) ownership of all PROJECT IPR and CONTRACTOR'S DOCUMENTS.
46.3 CONTRACTOR shall:
(a)
execute all necessary documentation and take any other steps necessary to perfect
OWNER'S rights in the PROJECT IPR and CONTRACTOR'S DOCUMENTS;
(b)
not use or reproduce CONTRACTOR'S DOCUMENTS for any purpose not related to the
CONTRACT without OWNER'S prior consent; and
(c)
pay any royalty, license fee or any other expense for the supply or use of any patent,
process, drawing, model, plan, invention or information used or necessary for, or in
connection, with the WORK save as otherwise agreed between OWNER and
CONTRACTOR in writing.
46.4 CONTRACTOR warrants that:
(a)
(b)
it has the rights and entitlement to grant the license, vest the ownership and do the things
described in this ARTICLE 46;
use by OWNER, or by another person at the direction or with the permission of OWNER,
of the background IPR and the PROJECT IPR in accordance with the CONTRACT will not
infringe the IPR of any third party or breach any law; and
(c)
neither OWNER, nor any other person acting at the direction or with the permission of the
OWNER, is or will be liable to pay any license or other fee in respect of the use of the
background IPR or the PROJECT IPR.

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46.5
CONTRACTOR shall be liable for and shall indemnify and hold OWNER and other person
acting at the direction of or with the permission of the OWNER harmless against all claims,
cost and liability arising from:
(a) any breach of the warranties in ARTICLE 46.4; and
(b)
any CLAIM or allegation that the background IPR or the PROJECT IPR infringes
the IPR of a third party, is not being validly used, or is not validly registered.
46.6
CONTRACTOR shall promptly notify OWNER if it is or becomes aware of any claim or

allegation that any aspect of the background IPR, the PROJECT IPR or the WORK
infringes the IPR of a third party or that registered IPR in such items is not validly
registered. In such circumstances, OWNER shall be entitled to require CONTRACTOR (at
its own cost), to modify the WORK or replace the infringing components so as to avoid
infringement. Any such replacement or modification must not result in a failure to meet the
OWNERS requirements under the scope of WORK and shall not constitute a CHANGE
ORDER. Should CONTRACTOR fail to so modify the WORK or replace the infringing
components, OWNER may do so and all cost and expense incurred in doing so shall be
recoverable from CONTRACTOR by OWNER as a debt due and payable.
46.7
In the event of any claim or action brought against OWNER arising out of the matters
referred to in ARTICLE 46.6, CONTRACTOR shall, at its own expense, and if required by
OWNER, conduct all negotiations for the settlement of the same and any litigation that
may arise there from. OWNER will not, unless CONTRACTOR fails to take over the
conduct of the negotiation or litigation, make any admission which might be prejudicial
thereto.
46.8
OWNER grants to CONTRACTOR a non-exclusive, royalty free, revocable licence to use

and reproduce the OWNER IPR solely in performance of the WORK, and subject to such
conditions and restrictions on use as OWNER may notify to CONTRACTOR.
CONTRACTOR shall comply in all respects with the licence (including the conditions and
restrictions on use) referred to in this ARTICLE.
46.9
Subject to CONTRACTORS compliance with ARTICLE 46.8, OWNER shall indemnify and
hold CONTRACTOR harmless against all cost and liability arising from any claim that the
OWNER IPR infringes the intellectual property rights of a third party or is not validly
registered.

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ARTICLE 47
47.0
47.1
NOTICES
All notices required herein shall be in writing and shall be deemed to have
been properly given or made if sent to the respective PARTY at the address
indicated below :-
OWNER
ATTENTION
FAX
CONTRACTOR
ATTENTION
FAX
47.2
: Addressed to
(OWNER ADDRESS)
: TBA
: TBA
: Address to;
(CONTRACTOR ADDRESS)
: TBA
: TBA
Notice shall be deemed to have been received:

If delivered by hand
If sent by telex/facsimile
If sent by registered mail
At time of delivery to either Party

At time of transmission
At time of receipt or recorded delivery
47.3
If the time of such deemed receipt is not during customary hours of business,
notice shall be deemed to have been received at 10.00 a.m. on the first
customary day of business thereafter.
47.4
Either PARTY may change the person to whom or address to which notice shall be
sent by giving the other PARTY written notice of such change.
47.5
The date of any notice shall be the date it is first received at the office of the
addressee or by the addressee, whichever is earlier.
END OF ARTICLES

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This CONTRACT shall ensure for the benefit of and be binding upon the legal
representatives and successors of the PARTIES hereto.
IN WITNESS WHEREOF, the PARTIES have caused this CONTRACT to be executed in
duplicate originals in their respective corporate names by their respective officers,
thereunder duly authorised, as of the date and year first above written.
OWNER
CONTRACTOR
For and on behalf of

(OWNER)
For and on behalf of

(CONTRACTORS NAME)
______________________________
__________________________
NAME :
DESIGNATION :
NAME :
DESIGNATION :
DATE :
DATE :
WITNESS
WITNESS
_______________________
___________________________
NAME :
DESIGNATION :
NAME :
DESIGNATION :
DATE :
DATE :

Section : B
FORM OF AGREEMENT
AND
Rev : 0
Page : 115 of 121
EXHIBIT I
LETTER OF AWARD

Section : B
FORM OF AGREEMENT
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Page : 116 of 121
EXHIBIT II
MINUTES OF TECHNO-COMMERCIAL MEETING

Section : B
FORM OF AGREEMENT
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Rev : 0
Page : 117 of 121
EXHIBIT III
CLARIFICATION CORRESPONDENCES TO CONTRACTORS TECHNICAL AND
COMMERCIAL PROPOSALS

Section : B
FORM OF AGREEMENT
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Rev : 0
Page : 118 of 121
EXHIBIT IV
CLARIFICATION TO THE INVITATION TO BID (ITB) DOCUMENT

Section : B
FORM OF AGREEMENT
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Page : 119 of 121
EXHIBIT V
ADDENDA TO THE INVITATION TO BID (ITB) DOCUMENT

Section : B
FORM OF AGREEMENT
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Page : 120 of 121
EXHIBIT VI
INVITATION TO BID (ITB) DOCUMENT

Section : B
FORM OF AGREEMENT
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Rev : 0
Page : 121 of 121
EXHIBIT VII
CONTRACTORS TECHNICAL AND COMMERCIAL PROPOSALS

General Condition of Contract

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General Condition of Contract

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INVITATION TO BID DOCUMENT

MATERIAL OFF LOADING FACILITIES (MOLF) AT TELUK RAMUNIA FOR

PROJECT SPECIFICATION AND GENERAL OBLIGATIONS

CONTRACTOR AND SUBCONTRACTORS

CONTRACT ADMINISTRATOR & REPRESENTATIVE

CONTRACT PRICE AND PAYMENT

TIME FOR COMPLETION AND ACCEPTANCE OF WORK

DELAY AND EXTENSION OF TIME

TAXES AND DUTIES

TIME FOR COMPLETION & LIQUIDATED DAMAGES

LIABILITY AND INDEMNITY

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

COMPLIANCE WITH LAWS

OWNERSHIP AND TITLE

MATERIALS AND CONSTRUCTION EQUIPMENT

CONTRACTOR'S KEY PERSONNEL

HEALTH, SAFETY, SECURITY AND ENVIRONMENT

LIENS AND CLAIMS

CODE OF CONDUCT AND BUSINESS ETHICS

ANTIQUITIES AND FOSSILS

COMPLIANCE WITH ENVIRONMENTAL QUALITY ACT 1974

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

- MINUTES OF TECHNO-COMMERCIAL MEETING

EXHIBIT III - CLARIFICATION CORRESPONDENCES TO CONTRACTORS

- ADDENDA TO THE INVITATION TO BID (ITB) DOCUMENT

EXHIBIT VI - INVITATION TO BID (ITB) DOCUMENT

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

THIS CONTRACT entered into this .. day of between [ ] , a

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

CONTRACTORS CONSTRUCTION EQUIPMENT

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

DEFECTS LIABILITY PERIOD

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

FINAL ACCEPTANCE CERTIFICATE

intellectual and industrial property rights and interests, including patents,

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

supplied by CONTRACTOR (or in the case of special tools to be used in

OVERALL PROVISIONAL ACCEPTANCE CERTIFICATE

OWNER CONTRACT ADMINISTRATOR

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

SECTIONAL PROVISIONAL ACCEPTANCE CERTIFICATE

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

In the event of ambiguity, inconsistency or conflict between the provisions of the

MOLF Ramunia Section B General Condition of Contract_18042014

INVITATION TO BID DOCUMENT

The following Contract Documents together constitute this CONTRACT:

General Conditions of Contract;

Letter of Award dated [