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PLANT CONSTRUCTION CONTRACT

  Article 1-Definitions
  'The Owner' shall mean .
  'The Contractor' shall mean .
  'The Plant' shall mean all or any part of the machinery, equipment andmaterials forming the permanent installation as specified in Appendix.
  'The Site' shall mean all the land where the plant is to be constructed in accordance with this Contract.
  'The Works' shall mean the works to be done by the Contractor under this Contract.
  'The Contract Price' shall mean the total sum payable to the Contractor by the Owner for the Works.
  Article 2-Contractor''s Responsibilities
  1. The Contractor shall design, engineer, and construct the Plant at the Site.
  2. The Contractor shall provide all equipment, materials, tools, facilities,labour and services necessary for the successful construction of the Plant except those items and facilities to be supplied by the Owner under Article.
  3. The Contractor shall perform the Works in accordance with the Schedule in Appendix.
  4. The Contractor shall provide the Owner''s personnel with training of peration and maintenance of the Plant in accordance with Appendix.
  5. The Contractor shall supply the Owner with the spare parts specified in Appendix.
  6. The Contractor shall supply the Owner with the maintenance equipment specified in Appendix.
  Article 3-Owner''s Responsibilities
  1. The Owner shall make available the Site and grant the Contractor free and uninterrupted access thereto throughout the duration of this Contract.
  2. The Owner shall provide those items and facilities specified in Appendix at the time therein established.
  3. The Owner will obtain from the relevant Authorities those licenses and permits necessary to construct and operate the Plant on the Site including work permit for the Contractor''s employees.
  4. The Owner shall pay the contractor for the Works performed the Contract Price set out in Article.
  Article 4-Contract Price
  1. Within days after the effective date of this Contract, the Owner shall pay the Contractor as full and complete compensation for accomplishing the Works and assuming all obligations under this Contract the Contract Price in the amount of .
  2. The Contract Price is not subject to escalation, and the cost of executing he Works shall be the risk of the Contractor who shall be deemed to have btained all information and taken into account all circumstances which may affect the cost in agreeing the Contract Price.
  Article 5-Drawings
  1. The Contractor shall submit to the Owner for approval and review within he time specified in Appendix _____ such drawings as may be required for Construction of the Plant under this Contract. Within one month after receiving such drawings the Owner shall review and approve or disapprove the drawing.
  2. The Contractor shall be responsible for any defects, errors or omissions in the above drawings unless such defects, errors or omissions are caused by inaccurate information furnished in writing to the Contractor by the Owner.
  3. All drawings and technical documentation delivered by the Owner or the Contractor to the other party shall be treated as confidential by the receiving party unless agreed otherwise, and shall not be used by that party for purposes other than those connected with this Contract
  Article 6-Inspection
  1. The Contractor shall perform all inspection and testing of the Plant required by law and normal engineering practice.
  2. The Owner shall be entitled at all reasonable times and at its own cost to inspect, examine and test the materials and workmanship of the Plant under construction. Such inspection, examination or testing if made shall not release the Contractor from any obligation under the Contract.
  3. The completed Plant shall be inspected, examined and tested by the Owner,and the Contractor shall give the Owner reasonable notice in writing of the date on which the Plant will be ready for testing.
  4. The Contractor shall provide such assistance, labour, materials, electricity,fuels, apparatus, stores and instruments as may be required and as maybe reasonably demanded to carry out such tests by the Owner properly and efficiently.
  5. When the Plant shall have passed the above tests, the Owner shall furnish the Contractor with a certificate in writing to that effect. No Plant shall be delivered until any faults discovered during inspection are satisfactorily rectified.
  Article 7-Inspection
  1. The Contractor shall provide at the Site to the reasonable satisfaction of the Owner all materials, labour, equipment, services and facilities that may be necessary for the proper execution and completion of the Works.
  2. Without prejudice to the generality of the above, the Contractor shall provide, as may be necessary, the following:
  a. Construction equipment.
  b. Means of transport within the Site including temporary roadways.
  c. Fencing, lighting and guarding and all other materials and services necessary for the safety and security of persons and property.
  d. Temporary stores, offices and other buildings or structures for materials and persons engaged in the Words, including persons employed by the Owner.
  e. Telephones, fire-fighting equipment and first-aid equipment until the whole Works have been taken over.
  f. Sanitary and canteen facilities for the use of persons engaged in the Works.
  3. The Contractor shall observe all safety and other regulations imposed on the Site by local laws.
  4. The Contractor shall at all times keep the Owner''s property and the adjoining premises, driveways and streets free of construction materials and rubbish caused by the Works, and at the completion of the Works shall remove all remaining materials from and about the premises and shall leave the Site and Plant safe, clean and ready for use.
  Article 8-Inspection
  1. The Contractor will supply at his own cost food, transprot and all necessary facilities for all his own personnel.
  2. On signing the Contract, the Contractor shall appoint a project manager who will represent the Contractor at all times be present at the Site during working hours. All communications issued by the Owner to the project manager shall be binding as if given to the Contractor.
  3. The Owner may request the removal and replacement of any person employed by the Contractor on the Site if such person is in the Owner''s opinion guilty of misconduct, incompetence or negligence.
  Article 9-Inspection
  1. The Contractor shall be responsible for all losses of or damage to the Plant before final acceptance, and shall make good al such loss or damage at the cost of the Contractor and to the reasonable satisfaction of the Owner provided, however, in the case of loss or damage to the Plant arising from or occasioned by causes for which the Contractor is mot responsible under the Contract, the same shall be made good by the Contractor but at the cost of the Owner, if the Owner so directs.
  2. The Contractor shall indemnify the Owner in respect of all damage and in jury occurring before the issue of the final acceptance certificate to any property and person and against al l actions, suits, claims, demands, charges and expenses arising in connection therewith which shall be occasio ned by the negligence of the Contractor or any of his sub-contractors or by defective design, materials or workmanship but not otherwise.
  3. In the event of any claim being made or actions brought against the Owner arising out of any matter in respect of which the Contractor is or may be liable under this Article, the Owner shall promptly notify the Contractor in writing thereof and the Contractor shall at his own expense take over and conduct in the name of the Owner all negotiations for the settlement of the same and any litigation that may arise therefrom. The Owner shall at the request of the Contractor afford all such information and assistance as the Contractor may reasonably require for the purpose of dealing with any such claim or action.
  Article 10-Inspection
  1. Without limiting the Contractor''s liabilities the Contractor will at his own expense take out the following insurance:
  a. Transportation insurance on the machine and equipment from its deliveryex works to arrival at the Site.
  b. Workers compensation insurance for all Contractor''s and subcontractor''s employees engaged or similar statutory social insurance in accordance with the applicable laws and regulations.
  c. Product liability insurance against damage to property or injury to persons until the end of the maintenance period in the sum not less that (amount) US dollars per occurrence.
  d. Comprehensive automobile liability insurance in respect of all vehicles used by the Contractor or his sub-contractor in connection with his Contract.
  2. The aforesaid policies of insurance will be taken out in the names of the Contractor and its sub-contractors, the Owner, their engineer, consultant and employees and agents as the joint insured and the policies shall contain a waiver of insurer''s rights of subrogation against the Owner, its engineer, consultant and employees and agents.
  3. The Contractor shall maintain the aforesaid policies in full force and effect until the discharge of his obligations under this Contract, and the Owner shall have the right to demand from time to time copies of the policies, endorsements and renewals and receipts for payment of insurance premiums. If the Contractor fails to maintain any of these policies in full force and effect, the Owner shall have the right to rake out such policies and pay all relative premiums on behalf of the contractor and to deduct the relevant costs from and sums owing to the Contractor.
  Article 11-Inspection
  1. On completion of all construction and erection work of the Plant, the Contractor shall inform the Owner and shall carry out mechanical erection completion tests specified in Appendix  to the satisfaction of the Owner.
  2. On satisfactory completion of such tests the Owner will issue a certificate of completion of erection of the Plant. No feedstock shall be fed into the Plant until a certificate of completion of erection has been issued.
  3. In the event of minor deficiencies in the construction and erection work which do not prevent erection completion and/or in the event of defects revealed by the tests which do not prevent the start-up of the Plant, the Owner shall issue a certificate of completion of erection and the Contractor shall be obliged to rectify the deficiencies as quickly as possible thereafter.
  Article 12-Inspection
  1. Following the issue of the certificates of completion of erection the Contractor shall give the Owner days notice of the date when he will be ready to carry out performance tests of the Plant.
  2. The Owner shall provide the feedstock and other facilities required in Appendix to enable the tests to commence on time and the Contractor shall begin the performance tests at the time so notified.
  3. The performance tests will be carried out in acceptance with the provisions of Appendix  and on their successful completion, the Owner shall issue a final acceptance certificate stating that the Plant has been taken over by the Owner as from the date thereof.
  4. If the Plant fails to pass its performance test, then the Contractor,after making such adjustments as he considers necessary, shall repeat such tests in the presence of the Owner at a time to be agreed upon under the same terms and conditions as the original tests.
  5. The Plant shall not be commercially operated before the issue of the final acceptance certificate. Notwithstanding the failure of the Plant to pass its performance tests, the Owner may at his discretion issue a final acceptance certificate subject to the Contractor remedying the Plant defects as soon as possible.
  Article 13-Inspection
  1. In the event of any repeat of a performance test failing for reasons imputable to the Contractor, and there being no mutual agreement to continue retesting, the results of the final test will be measured and the Contractor will be liable to pay to the Owner liquidated damages on the scale set out in Appendix up to a maximum of % of the Contract Price.
  2. If the Contractor is unable for reasons within his control to obtain a final acceptance certificate for the whole Plant by months from the effective date of this Contract, he shall be liable to pay to the Owner for each month''s delay liquidated damages of% of the Contract Price up to a maximum of% of the Contract Price in accordance with Appendix.
  3. The Contractor shall establish, in favour of the Owner, a guarantee for% of the Contract Price in the form set out in Appendix in support of his obligations under this Article.
  Article 14-Inspection
  1. The Contractor warrants, for a period of  months from the date of issue of the final acceptance certificate or months from the effective date of this Contract whichever is the earlier, the supplied Plant against faulty design, material and workmanship.
  2. The Owner shall inform the Contractor in writing of all claims arising under this provision within days of the detection of fault, if the Contractor''s representative is on Site or withindays if not, to the Contractor''s head office by telex r recorded air mail delivery with supporting data. The Contractor shall have the option to replace or repair all parts proved deficient. For this purpose the Contractor shall have the option to replace or repair all parts proved deficient. For this purpose the Contractor shall have an access to the Site to inspect the faulty parts at any time and to enable him to comply with the terms of this guarantee. Should the Contractor fail to carry out agreed remedial work within any period of time reasonable in the particular circumstance, the Owner shall have the right to do this work at the Contractor''s expense.
  3. This warranty is given subject to the Owner storing, operating and maintaining the Plant in accordance with the Contractor''s instructions and specified operating parameters and may be nullified in the event of the Owner attempting rectification work without the Contractor''s agreement.
  4. This warranty does not include items which fail due to natural wear and tear, or consumables or similar items whose natural life is  months or less.
  5. If pursuant to the above warranty the Contractor repairs or replaces any equipment, materials or workmanship, the provisions of this Article shall them apply to said repaired or replaced equipment, materials or workmanship for a period of one year from the date such repairs or replacements are completed.
  Article 15-Patent Rights and Royalties
  1. The Contractor shall fully indemnify the Owner against all actions,claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement of patents, design or copyright of third parties by the use of the Plant supplied by the Contractor.
  2. The Contractor shall also be responsible for the payment to third parties of all fees, royalties and other charges, if and, that may be payable under the terms of any license or permission in respect of any design of the Works provided by the Contractor, the manufactured and supply of the Plant and any work done or method employed in the construction of the Works.However, the Owner shall be responsible for the payment to third parties of all fees, royalties and other charges, if any, that may be payable under the terms of any license or permission in respect of the operation or use of the Plant or any part thereof.
  Article 16-Suspension
  1. The Owner shall have the right to instruct the Contractor to suspend any part or the whole of the Works at any time upon giving written notice to the Contractor provided that any period of suspension exceeding days shall be treated as termination under Article.
  2. If the Owner fails to make any payment to the Contractor under this Contract within days of the due date, or if the Contractor is otherwise interrupted or delayed in the performance of the Works due to the Owner''s contractual default, the Contractor shall be entitled to suspend performance of this Contract.
  3. In the event of suspension of the Works in accordance with this Article the Contractor shall be entitled to receive such reasonable additional payment as may be necessary to compensate for the additional costs arising out of such suspension, interruption or delay and such reasonable extension of time for performance of Contract.
  Article 17-Termination
  1. In the event of suspension in accordance with Article lasting for a period of more than  days either party shall have the right to give notice to the other party of the immediate termination of this Contract.
  2. The Owner may at any time by written order to the Contractor order the Contractor to cease further execution of the Works, and the Contractor shall upon receipt of a termination order, cease all further work on the Site other than such work thereon as the Engineer may instruct for the purpose of protecting, making safe or tidying up such parts of the works as may already have been executed or be in course of erection. The Contractor shall, as soon as practicable after receipt of the termination order, also cease all such further work as is being done off the Site in the performance of this Contract.
  3. Upon termination of this Contract under this Article and under Article, the Contractor shall be entitled to be paid:
  a. that part of the Contract price which is proportionate to engineering and services carried out, and
  b. that part of the contract price which is proportionate to the Plantcompleted but not delivered.
  Article 18-Force Majeure
  1. No party to this Contract shall be liable to the other party for any failure of or delay in performance of its obligations hereof nor be deemed to be in breach of this Contract, if such failure or delay has arisen from'force majeure.'
  2. 'Force Majeure' means circumstances and conditions beyond the control of either parties, that would render it impossible for either the Owner or the Contractor to fulfill their obligations under this Contract, or delay such fulfillment. Any of the following matters are considered 'force majeure.'
  a. war, hostilities, act of foreign enemy, invasion, warlike opera-tions(whether war to be declared or not) or civil war;
  b. mutiny, civil commotion assuming the proportions of or amounting to a popular rising, military rising, insurrection, rebellion, revolution,military or usurped power, or any act of any person acting on behalf of or in connection with any organization with activities directed towards the overthrow by force of the Government de jure or de facto, or to the influencing of it by terrorism or violence;
  c. earthquake, flood, fire or other natural physical disaster;
  d. denial of the use of all ports, airports, shipping services or other means of public transport;
  e. strike or lock out or other industrial concerted action by workers,affecting the fulfillment of Contractor''s and subcontractors'' obligations;
  f. and other unforeseen circumstances beyond the control of the parties so affected rendering the fulfillment of their obligations impossible.
  3. If either party to this Contract is prevented or delayed from or in performing any of his obligations under this Contract by force majeure,then he may notify the other party of the circumstances constituting the force majeure and of the obligation performance of which is thereby delayed or prevented and the party giving the notice shall thereupon be excused from the performance or punctual performance, as the case may be, of such obligation for so long as the circumstances of prevention or delay may continue.
  4. If by virtue of the preceding sub-clause dither party shall be excused from the performance or punctual performance of any obligation for a continuous period of  months, then either party may at any time thereafter terminate this Contract by giving a written notice to the other party.
  Article 19-Assignment and Sub-contractors
  1. The Contractor shall have the right to sub-contract this Contract or any part thereof in accordance with his usual practice without relieving the Contractor of the obligations of performing this Contract.
  2. Neither party shall without the previous consent in writing of the other party assign or any part thereof to any third party, except in the case of a company amalgamation or reconstruction, provided that such consent shall not be unreasonably withheld.
  Article 21-Effective Date of the Contract
  1. The effective date of this Contract shall be the date after its execution when all the necessary approvals of the respective authorities have been obtained by the Owner.
  2. If the Contract does not become effective within days from the date of execution, it will be deemed void unless otherwise agreed between the parties.
  Article 22-Law and Regulations
  1. The Contractor shall in all matters relating to the performance of this Contract conform with all applicable laws, regulations and orders of central or local authorities.
  2. The construction, validity and performance of this Contract shall be governed in all respects in accordance with the laws
  Article 23-Entire Contract
  1. This Contract constitutes the entire agreement between the parties and supersedes all prior negotiations, representations or agreements whethea oral or in writing relative to the subject matter of this Contract.
  2. This Contract shall be altered or supplemented only by mutual consent in writing between the Owner and the Contractor.
  Article 24-Language of the Contract
    This Contract was drafted in English language and the English text of this Contract shall be valid and binding upon the parties hereto.
  Article 25-Notices
  1. Every notice, consent, instruction, order or decision given under this Contract shall be given or m ade in writing and either personally served on an officer of the party to whom it is given or airmailed post-prepaid or sent by telegram, telex or cable subsequently confirmed by letter, addressed as follows:
  TO: the Owner
  (Address)
  TO: the Contractor
  (Address)
  2. Notices, consents, requests and other documents shall be deemed delivered or given, if mailed to an overseas destination, on the __ th day after the date of mailing and, if mailed to a domestic destination, the __ day after the date of mailing. Notices, consents or requests sent by telegram,telex or cable shall be deemed delivered or given on the day they are despatched.
  3. Any notice, consent, instruction, or decision given under this Article shall be signed on behalf of either party by any duly authorised representative of that party. Either of the parties may change his address for receipt of notices, instructions or decisions and other documents at any time by giving notice thereof in writing to the other party.


 
 
 

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