Tài liệu Hợp đồng epc của nhà máy, do luật sư người anh soạn thảo

合合合合VINASHIN/YMC-TRANSTECH/DQ-001 EPC 工工工工 工工工工工工工工工工工工 工工工工工工 工 工工工工 工工工工工工工工工工工工工& 工工工工工工工工工工工工工工 工工工工工工工工工工工工工工工工 工工工2005 工 11 工 25 工 EPC -1 INDEX 工工 ARTICLE 1合 DEFINITIONS AND INTERPRETATION ARTICLE2合 CONTRACT DOCUMENTS ARTICLE 3合 DESCRIPTION OF WORK ARTICLE 4合 CONTRACT PRICE ARTICLE 5合 PAYMENT ARTICLE 6合 RESPONSIBILITY AND OBLIGATION ARTICLE 7合 TIME FOR PREFORMANCE ARTICLE 8合 EQUIPMENT AND MATERIALS ARTICLE 9合 SITE ARTICLE 10合MAINTAIN AND CARE OF THE WORKS ARTICLE 11合CO-ORDINATION WITH OWNER AND OTHER EPC CONTRACTORS ARTICLE 12合TRANSPORTATION ARTICLE 13合LIABILITY FOR DEFECTS ARTICLE 14合INSURANCE ARTICLE 15合CERTIFYING AGENT ARTICLE 16合COMPLETION AND ACCEPTANCE ARTICLE 17合LIQUIDATED DAMAGES ARTICLE 18合FORCE MAJEURE ARTICLE 19合INDEMNIFICATION ARTICLE 20合CHANGES IN THE WORKS ARTICLE 21合REPAYMENT GUARANTEE PERFORMANCE BOND AND WARRANTY BOND ARTICLE 22合SUSPENSION ARTICLE 23合TERMINATION ARTICLE 24合SUBCONTRACTOR ARTICLE 25合CONTRACTOR’S PERSONNEL ARTICLE 26合STATUTORY OBLIGATIONS ARTICLE 27合GENERAL ARTICLE EPC -2 LEGAL AND PARTIES LEGAL: - Pursuant to State-Law on Economic Contract of Government’s Council issued dated 25 th September 1989, and Decree No 17/HDBT issued dated 16, January 1990 of Council of Ministers (now is Government) defined in detail performance of State- Law on Economic Contract; - Pursuant to The Bidding Regulation issued together with Government’s Decree No 88/1999/ND-CP of September 1,1999, and Government’s Decree No 14/2000/ND-CP of May 5, 2000 of Government; - Pursuant to The Regulation on Investment and Construction Management issued together with the Government’s Decree No 52/1999/ND-CP of July 8, 1999, and the Government’s Decree No. 12/2000/ND-CP of May 5, 2000; Pursuant to Decision No. 17/2000/ QĐ-BXD dated 2 nd August 2000 of Ministry of Construction on construction quality management - Pursuant to Circular Letter No 1/2002/ TT-BXD dated 7th January 2002 of Ministry of Construction on instruction for implementation of projects under Engineering – Procurement - Construction Contract ( EPC); - Pursuant to the Decision No. 3763 QD-GTVT dated 14 November 2002 issued by Ministry of Transportation of Vietnam to permit Vietnam Shipbuilding Industry Corporation for preparation of Feasibility Study of Dung Quat Shipyard Project (Quang Ngai province) - Pursuant to Memorandum of Agreement dated 16th October 2003 in Beijing, China between Vietnam Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery Import and Export Co. Ltd (YMC) Pursuant to Memorandum of Agreement dated 4 th June 2004 in Hanoi, Vietnam between Vietnam Shipbuilding Industry Corporation and YMC-TRANSTECH Consortium - Pursuant to Payment Agreement dated 25th November 2005 between Vietnam Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery Import and Export Co. Ltd (YMC), TRANSTECH Engineering Corporation, are jointly and severally called the YMC-TRANSTECH Consortium. - Pursuant to The Letter No. 438/TTg-CN dated 15 April 2005 issued by the Prime Minister to authorize the BOM of Vietnam Shipbuilding Industry Corporation to approve Dung Quat Shipyard Project. EPC -3 THIS CONTRACT is made and entered into force This 25th day of November,2005 BY AND BETWEEN : +84 4 8439811 +84 4 7330167 E-mail: [email protected] : Pham Thanh Binh +86-871-3164879合 3131794: +86-871-3136829合3149945 Email: [email protected], [email protected] Address: No.18 Tongjin Road, Chengdu 610032, PR China Tel: +86-28-86396039 Fax: +86-28-86396079 Email: [email protected] hereafter jointly and severally called as the (CONTRACTOR) NOW THEREFORE, the parties hereto agree as follows: EPC -4 Article 1: DEFINITIONS AND INTERPRETATION The following definitions shall apply to this CONTRACT except where the context otherwise explicitly requires: a.“PLANT” means Dzung Quat Shipyard construction Project-Phase 1 to be constructed by the CONTRACTOR at Dzung Quat Shipyard, except the Dry Dock item executed by the OWNER as defined in Exhibit 1 and Exhibit 4 of Contract. b.“OWNER” means VIETNAM SHIPBUILDING INDUSTRY CORPORATION”, their legal successors in title and any assignee of VINASHIN. c.“CONTRACTOR” means Yunnan Machinery Import and Export Co. Ltd (YMC) / Transtech Engineering Corporation (TRANSTECH) hereafter refer as (YMCTRANSTECH Consortium). d. “SUBCONTRACTOR” means any person, organization or company having a contract directly or indirectly with CONTRACTOR for the supply of services and construction work, or the supply of services and EQUIPMENT AND MATERIALS and other things, for the WORK. e. “CERTIFYING AGENT” means a society who shall provide certification services and finally a safety certificate thereto for the PLANT via the Sub-Contract duly signed by between CONTRACTOR and CERTIFYING AGENT. f. “TIME FOR PERFORMANCE” means a period of time for performance of Engineering, Procurement, Construction and Initial Acceptance by CONTRACTOR as defined in ARTICLE 7 of CONTRACT. g. “CONTRACT” means Terms and Conditions of Contract consisting of ARTICLE 1 through 27, Exhibits 1 through 14 thereto, all other supplement documents agreed in writing by Parties. h. “CONTRACT PRICE” means the total of all sums payable by the OWNER to CONTRACTOR in United State Dollar as provided in ARTICLE 4 herein. i. “SITE”means land within which the PLANT is to be constructed as defined in the PROJECT SPECIFICATION and such additional areas in the vicinity as may be used by CONTRACTOR for the WORK, such area should have been leveled and smooth, while water, electricity, transportation, communication should be available. EPC -5 j. “WORK or Works” means the work to be performed and the design as well as the services to be provided by CONTRACTOR in connection with the realization of the PLANT as described under ARTICLE 3. k. “MILESTONE” means an activity or an event, or a combination of activities or events, the achievement of which is used in assessment of progress of the WORK. l. “TEMPORARY WORKS” means all temporary works of every kind required in or about the execution or maintenance of the Works. n. “PERMANENT WORKS” means all the permanent works to be executed and maintained in accordance with the Contract. m. “COMMENCEMENT DATE” means the actual date for executing the WORKS confirmed by the both Parties in accordance with Article 7 o. “BUSINESS DAY” means a day other than a Saturday or Sunday upon which the banks in Hanoi are open for transaction of the necessary type of business. p. “EFFECTIVE DATE” means the date upon which the matters provided in ARTICLE 27 hereof are duly completed q. “EQUIPMENT AND MATERIALS” means any machinery, equipment, materials and other items of whatever nature to be supplied by CONTRACTOR under this CONTRACT intended to become a part of the PERMANENT WORKS of the PLANT in accordance with the PROJECT SPECIFICATION. r. “PARTIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that the part of WORK in accordance with Schedule has achieved completion in conformity with the CONTRACT and PROJECT SPECIFICATION s. “PROVISIONAL ACCEPTANCE CERTIFICATE” means the certificate prepared by CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that no less that 15% of WORKS of the PLANT have been done by CONTRACTOR. t “INITIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that WORK in accordance with Schedule has achieved completion in conformity with the CONTRACT and PROJECT SPECIFICATION u “FINAL ACCEPTANCE CERTIFICATE” means the certificate prepared by CONTRACTOR in the format given in Exhibit 7 and approved by OWNER and CERTIFICATE AGENT to certify that WORK in accordance with Schedule, obligations as EPC -6 defined in CONTRACT and guarantee has achieved completion in conformity with the CONTRACT and PROJECT SPECIFICATION v “SCHEDULE” means the proposed schedule of WORK furnished by the CONTRACTOR, modified as necessary and agreed with OWNER , as included in Exhibit 2. w “ENGINEERING RECORD” means the PROJECT SPECIFICATION together with the drawings, specifications, standards and all other data necessary for the realization of the PLANT as developed by the CONTRACTOR from the PROJECT SPECIFICATION x “ORGANIZATION CHART” means the PROJECT Organization Chart to be prepared by CONTRACTOR for Project performance. y “PMU” means Dzung Quat Shipyard construction Project Management Unit or such replacement as may be nominated from time to time by the OWNER and notified in writing to the CONTRACTOR to act as OWNER’s Representative for the purposes of the Contract. EPC -7 Article 2: CONTRACT DOCUMENTS 2.1 This Contract consists of the following documents: - Terms and conditions of Contract consisting of ARTICLE 1 through ARTICLE 27. - Payment Agreement No. VINASHIN/YMC-TRANSTECH/DQ-002 dated 25 th November 2005 EXHIBITS: Exhibit 1: Bill of Quantities Exhibit 2: Project Construction Schedule 合Milestone Date合 Exhibit 3: Plan for performance Work Exhibit 4: Project Specification Exhibit 5: Prices for changes in the work Exhibit 6: Document form of Contract Exhibit 7: Equipment list of Contract Exhibit 8: Project organization Chart for performance Work Exhibit 9: Technology method for performance of Work Exhibit 10: Schedule of approval and delivery of detail working drawings Exhibit 11: Curriculum Vitae of CONTRACTOR and Manpower plan Exhibit 12合Price List Exhibit 13合VENDOR and SUB-CONTRACTORS’ List Attachment 1: Particular Conditions of Contract合to be discussed and agreed later合 Attachment 2: General Condition of Contract合to be discussed and agreed later合 2.2 Documents are arranged in order as follows: a) Contract terms and conditions consisting of ARTICLE 1 through ARTICLE 27 thereto. b) Payment Agreement c) Exhibits consisting of exhibits 1 through 13 thereto; and d) Attachments consisting of Attachment 1 through 2 thereto. EPC -8 e) Others. EPC -9 Article 3: DESCRIPTION OF WORK CONTRACTOR shall, in accordance with the CONTRACT, be responsible for design, procurement, civil work (EPC) including but not limited to the following activities, hereinafter collectively referred to as the WORK, all of which shall be performed in accordance with the requirements of the CONTRACT, in particular the PROJECT SPECIFICATION. The detail execution of works shall be performed in accordance with the Bill of Quantities and PROJECT SPECIFICATION in Exhibit 1 and Exhibit 4 attached hereto. All the WORK or WORKS under this CONTRACT shall not include the Dry Dock Item as specified in Exhibit 1-Bill of Quantity. 3.1 Within the Scope of the CONTRACT, provide or arrange to have provided all services, labor, supervision, management, equipment, materials, tools and supplies needed to perform the WORK; 3.2 Provide engineering and other services in connection with the supply of EQUIPMENT AND MATERIALS, as defined in the PROJECT SPECIFICATION; 3.3 Purchase, expedite and inspect and arrange for delivery to site of all EQUIPMENT AND MATERIALS for the PLANT including materials, spare equipments, and instructions for operation and maintenance, all temporary facilities, all in conformity with the PROJECT SPECIFICATION; 3.4 Construct, erect and hand-over the PLANT as described in the PROJECT SPECIFICATION; 3.5 Establish and operate adequate efficient and properly coordinated material control systems for dispatch, receipt, handling, storage and distribution to ensure all EQUIPMENT AND MATERIALS are preserved and available as necessary for the progress of the PROJECT to ensure efficient completion of the PLANT; 3.6 Construct and provide all temporary facilities and maintain all such facilities in a safe and effective fashion as necessary for the execution of the WORK up to INITIAL ACCEPTANCE of the PLANT; 3.7 Establish adequate procedures and control and reporting systems to provide close control of the quality and progress of the WORK and provide sufficient information to OWNER to enable independent assessment of the physical progress of the WORK; EPC -10 3.8 Provide, control and regulate transportation in the area of the SITE and from the SITE for personnel including field labour, administrative and supervisory staff, SITE management staff, VENDORs', SUBCONTRACTORs' and CONTRACTOR's personnel in a safe and orderly manner; 3.9 Provide temporary offices and all associated facilities within OWNER's premises and other locations where the WORK is being performed for CONTRACTOR's personnel as defined in the PROJECT SPECIFICATION for the duration of the CONTRACT; 3.10 Scope of work consists of works as defined in Exhibit 1 of Contract and any part of work and/or service not expressly referred to in this Contract provided that it is reasonable and inherently necessary to complete WORKS for 1st Phase under this CONTRACT and be agreed by the Parties. EPC -11 Article 4: CONTRACT PRICE 4.1 Contract price shall be paid in United State Dollar (USD): 99,800,000.00. (In word: Ninety-nine million eight hundred thousand United States Dollar). 4.2 Contract price shall be Lump sum price included all of the essential expense for performance of Engineering, Procurement, Construction, Installation, Commissioning, hand-over acceptance PLANT, the Insurance Premium paid to the China Export and Credit Insurance Corporation by the CONTRACTOR on behalf of the OWNER in favor of the Contractor and all obligations as specified in this Contract by CONTRACTOR (excluding any adjustments to the CONTRACT PRICE as specified in Article 20). 4.3 The Contract Price specified in Exhibit 1 and all unit rates, lump sums and prices set out in Exhibit 1 and in the Bills of Quantities are fixed, firm and not subject to cessation, nor revision, nor any adjustment up to the issue of the Completion and Acceptance Certificate for the whole of WORKS for the CONTRACT WORKS, except otherwise provided herein. 4.4 CONTRACTOR shall bear all taxes, duties, and levies including but not limited to withholding tax in connection with the implementation CONTRACT in conformity with the Circular No.169/1998/TT-BTC dated 22 December 1998 issued by Ministry of Finance of Vietnam and other relevant of Vietnamese law. 4.5 The CONTRACT PRICE shall be payable only in the currencies as stated unless otherwise mutually agreed in writing between the parties hereto. The CONTRACT PRICE should be fixed unless the following case occurred: if the fluctuation of Chinese Yuan (RMB) against U.S. Dollars exceeds 5% during the construction period of the project, both sides acknowledge it’s an important influence to the project, in principle, agreed to make compensation to the party which suffered resulting losses in a reasonable scope. The detailed agreement should be discussed and determined at the future available time. 4.6 Contract price as mentioned above includes WORK as defined in Exhibit 1 and in other Exhibits (excluding amendment or CHANGE of WORKS), necessary drawings to perform PLANT. 4.7 The CONTRACT PRICE shall include all expenses and fees in connection with obtaining licenses, permits, and other permissions required to do business in Vietnam and elsewhere and/or to perform the WORK. 4.8 The cost of executing the WORK shall be at the sole risk of CONTRACTOR who shall carefully study all information obtained and taken into account all circumstances that may affect the cost in establishing the CONTRACT PRICE. EPC -12 4.9 CONTRACT PRICE stated above shall be final and adequate price of payment for performance of the WORK as defined in CONTRACT. 4.10 OWNER shall pay CONTRACTOR the CONTRACT PRICE in accordance with the terms of payment as set forth in ARTICLE 5 and Payment Agreement. EPC -13 Article 5: PAYMENT 5.1 OWNER shall pay in advance fifteen per cent (15 %) of the Contract price equal to USD 14,970,000.00(In word :Fourteen million nine hundred seventy thousand Untied States Dollar) to CONTRACTOR upon receiving invoices of CONTRACTOR by the OWNER as follows: - Letter for proposal payment in advance; - Repayment guarantees covering the amount of Advance Payment as defined in ARTICLE 21. 5.2 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 equal to USD84,830,000.00(In word: Eighty-four million eight hundred thirty thousand United State Dollar) shall be made to CONTRACTOR by deferred payment in the Contract Price in accordance with the Payment Agreement dated 3rd November 2005 and specified in Schedule of Payments set forth in Payment Agreement and the following terms. 5.3 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 shall be made by OWNER to CONTRACTOR upon received the documents as defined in the drawn down Schedule in Payment Agreement. 5.3.1 GENERAL CONDITIONS a) All payments by OWNER to CONTRACTOR shall be denominated in United State Dollar to the bank account(s) designated by the CONTRACTOR. b) OWNER shall have at any time the right to question or dispute the correctness and accuracy of the amounts invoiced by the CONTRACTOR for a period of up to 12 months after INITIAL ACCEPTANCE CERTIFICATE. c) OWNER shall have the right to withhold, set-off or deduct from payments made to the CONTRACTOR any sum the CONTRACTOR may owe to OWNER according to the provisions of the CONTRACT. d) The CONTRACTOR shall maintain all records and accounts pertaining to the WORK performed by the CONTRACTOR under this CONTRACT for a period of five (5) years after FINAL ACCEPTANCE CERTIFICATE. e) The CONTRACTOR shall issue the official receipts of all payments under this CONTRACT and deliver such receipts promptly after receipt of such payment and the total EPC -14 value of these installments to OWNER. f) OWNER shall assess, approve and sign PARTIAL CETIFICATE for MILESTONE performed by CONTRACTOR. These Certificates shall be used to collectively acknowledge the indebtedness to CONTRACTOR by Owner in conformity with schedule of payments as defined in PAYMENT AGREEMENT by OWNER. 5.3.2 INVOICES All invoices issued by CONTRACTOR at the time when the Owner acknowledges the indebtedness to Contractor as indicated on Annex-1 Drawn Down Schedule as specified in Payment Agreement shall be Commercial Invoices as required by the current law of Vietnam. The Commercial invoices shall be based on Pro-forma Invoices collected on the basis of the progress of Works. The Pro-forma Invoices shall clearly state the amount of the Works completed in accordance with MILESTONE Schedule and Partial Acceptance Certificate, as well as the cumulative amount of the works done as of the last day of that MILESTONE. b) Any and all invoices submitted shall be accompanied by the Acceptance Certificate Protocol documents. b) CONTRACTOR shall submit the Pro-forma Invoice to OWNER by the twentieth (20th) day of the month following achievement of the MILESTONE. In the event OWNER disputes any invoiced amounts, OWNER shall notify the CONTRACTOR in writing within fifteen (15) days of receipt of the invoice, stating the reason OWNER dispute the amount invoiced. For the disputed portion if reasonable, the CONTRACTOR shall make the appropriate corrections or changes and resubmit such invoiced amounts to OWNER together with the succeeding Pro-forma invoice. c) The CONTRACT PRICE will be adjusted to take account of changes in the work agreed between the parties as defined in ARTICLE 20. Each CHANGE shall specify the schedule of payments applicable thereto. CONTRACTOR shall issue a separate invoice in respect of any CHANGES. 5.3.3 TERMS OF PAYMENT a) The face value of each invoice shall be the earned payment for the installment to be invoiced. The CONTRACTOR shall, in accordance with MILESTONES and be confirm to paid up to ninety five per cent (95%) of the CONTRACT PRICE at the INITIAL ACCEPTANCE CERTIFICATE issued. The OWNER confirm to paid five per cent (5%) of the CONTRACT PRICE left to CONTRACTOR after warrantee-time finished and FINAL ACCEPTANCE CERTIFICATE issued. CONTRACTOR confirm to hand in a Bank- Warrantee Bond covering the amount of five percent (5%) Contract Price to maintain PLANT, the OWNER shall release such 5% balance during the Guarantee Period provided the CONTRACTOR furnishes to the Owner a Bank Warrantee Bond with same EPC -15 percentage to maintain Plant. The Performance Bond shall automatic expire the validity upon OWNER received Warrantee Bond as specified in Article 21. b) The bank transfer drawn to CONTRACTOR’S account quoting contract number shall contain the following note: "- Contract under Payment Agreement of USD 99,800,000.00(Ninety–nine million eight hundred thousand Untied States Dollar signed on 25th November, 2005" c) All payment of the Contract Price to be made in accordance with the Payment Agreement EPC -16 Article 6 RESPONSIBILITY AND OBLIGATION A. Responsibilities and obligation of OWNER: 6.1 Transfer the Site opportunely to CONTRACTOR to perform the WORK in accordance with the SCHEDULE. 6.2 Send off technical supervisors regularly go down the Site to solve impediments in the performance of the WORK. 6.3 Organize pre-acceptance completed parts of work or completed work for CONTRACTOR can performance the construction works in constant. 6.4 Check and approval drawings and technical documents to ensure that documents are in accordance with specification of Construction works, project procedures with are stated in Exhibit 4 of this Contract. 6.5 Pay all and in time to CONTRACTOR for pre-accepted parts of work or all preaccepted works 6.6 In OWNER-authorized rights create good conditions in order to CONTRACTOR gets Project referents related to Construction works. The OWNER shall within 30 days after the signing date of the CONTRACT furnish all basic materials for design and relevant hydrographical and geology materials to the CONTRACTOR as required by the Design Institute of the contractor as per list hereunder. OWNER shall assist CONTRACTOR for availability of water, electricity, transportation, communication provision of construction oils at CONTRACTOR’s costs and expenses. B.Responsibilities and obligation of CONTRACTOR: 6.7 Responsible for design of WORKS. The OWNER shall not be responsible for any error, inaccuracy or omission on design and drawings. The technical design which is provided by CONTRACTOR shall be approved by CERTIFYCATE AGENT and the OWNER as per Article 6.18 6.8 Any data or information received by the CONTRACTOR, from OWNER or otherwise, shall not relieve the CONTRACTOR from his responsibility for the design and execution of the WORKS.合 6.9 If errors, omission, ambiguities, inconsistencies, inadequacies or defects are found in the design and drawings, they and the WORKS shall be corrected at the CONTRACTOR’s EPC -17 cost, notwithstanding any consent or approval from the OWNER. 6.10 Execute comply with all duty and responsibilities to accomplish the WORK in accordance with the conditions herein of the Contract. The Dry Dock item of which the construction parts of the main body of the dry dock in accordance with basic design shall be executed by OWNER, however all executed WORKS 1st phase under this CONTRACT shall be comply and in connection with Dry Dock and other items under certain supporting and conditions through 1st phase, 2nd phase and 3rd phase in accordance with Exhibit 4. 6.11 Execute comply with all applicable laws, governmental regulations, ordinances, bylaws, rulings and orders of governments and of any other public authority having jurisdiction. Construct in accordance with approved design. OWNER shall provide CONTRACTOR above mentioned law and regulations. 6.12 CONTRACTOR shall abide by all procedures in Exhibit 1 and Exhibit 4 of Contract. 6.13 In the performance of the WORK, CONTRACTOR shall operate a quality assurance system that complies with the PROJECT SPECIFICATION and international standards appropriate for PLANT engineering and construction. CONTRACTOR shall be responsible throughout the WORK for quality control and proper quality assurance of materials and of WORK, whether performed by CONTRACTOR, SUBCONTRACTORS and/or VENDORS. 6.14 CONTRACTOR shall observe all safety regulations or construction regulations specified by Vietnamese law or in the PROJECT SPECIFICATION or other regulations generally recognized in the China shipbuilding Industry to be appropriate to the PLANT or the WORK, and shall ensure that all other members of CONTRACTOR, SUBCONTRACTORS and VENDORS observe such regulations. CONTRACTOR shall, if so required, produce for OWNER's inspection any certificate or other document which is required to obtain by Vietnamese regulations or by Vietnamese authorities and which relates to PLANT, TEMPORARY FACILITIES or EQUIPMENT AND MATERIALS. 6.15 CONTRACTOR shall complete the basic design, working drawing design, procurement, supply of EQUIPMENT AND MATERIALS, construction and COMMISSIONING skillfully in accordance with generally accepted professional engineering and construction practice incorporating quality assurance procedures with the ultimate aim of providing a PLANT which conforms with the ARTICLE 15 of this CONTRACT. 6.16 CONTRACTOR shall be responsible for executing and accomplishing in accordance with Article 7 and in the event that any damage loss or injury which is caused by the EPC -18 CONTRACTOR shall happen to any part of the building in accordance with the CONTRACT, the CONTRACTOR shall, repair and make good the same at his cost. 6.17 CONTRACTOR shall be responsible for checking himself all information used in the WORK, provided by OWNER in the PROJECT SPECIFICATION and/or all the terms in the CONTRACT, including all duties and questions relates to executing and accomplishing the building, and including repair damages. 6.18 CONTRACTOR shall be responsible completing the working drawing design of the building in accordance with rate of progress in Exhibit 2 of the CONTRACT. The CONTRACTOR shall finish and then get approved by the CERTIFYING AGENT, all the working drawing design calculations and the CONTRACTOR’S DRAWINGS provided for by the CONTRACT before submitting the same to and for approval of the OWNER. 6.19 CONTRACTOR has responsible to cooperate with OWNER for protecting working drawing design before evaluated and approval CERTIFYING AGENT and has responsible to amend according to opinion of the CERTIFYING AGENT by his cost. 6.20 Notwithstanding that the ENGINEERING RECORD shall be complete in all respects, should any work or material be required which is not denoted in such ENGINEERING RECORD either directly or indirectly but which is nevertheless necessary for the proper carrying out of the WORK upon agreed by the Parties through discussion, CONTRACTOR shall perform all such work and procure all such materials as fully as if they were particularly delineated or described in the ENGINEERING RECORD. All the WORK that may be called for in the ENGINEERING RECORD and not shown on drawings or which is shown on drawings and not called for in the ENGINEERING RECORD shall be executed and performed as though described in both. CONTRACTOR shall also amend the relevant documents or drawings and submit copies to OWNER for review and APPROVAL. Without releasing CONTRACTOR from his obligation hereunder, if any drawings or specifications are known by CONTRACTOR to be at variance therewith, CONTRACTOR shall give NOTICE to OWNER thereof before performing such work. 6.21 CONTRACTOR shall forthwith notify OWNER of any error, omission or inconsistency, which he may discover in the basic design or in the PROJECT SPECIFICATION. CONTRACTOR shall be responsible clarify the reasons and promote a plan to solve. All of the changes have to be approved by OWNER before performing such work. 6.22 CONTRACTOR has to keep secret and no inform to any third parties the equipments, machines, technical information either directly or indirectly which including but not limited to DRAWINGS, ENGINEERING RECORD… except in the event that OWNER agreed in writing and vice versa. EPC -19 6.23 CONTRACTOR has to himself supervise process of Contract performance, construct the construction works, manufacture, fabrication materials and equipments to ensure that which are accordance with signed Contract, check for defects and repair all defects in process of fabrication, packed, loading and unloading and installations and precommissioning activities. 6.24 In accordance with the procedures stated in addendum 4, CONTRACTOR has to organize weekly meetings with OWNER and at least one time in per month with the leader board of OWNER in order to regularly control schedule and handle problems arise in process of construction.合 6.25 In accordance with the quality assurance procedure, before performance construction works CONTRACTOR has to submit OWNER the list of technical documents related to process of construction for approval. 6.26 CONTRACTOR also undertakes that all Sub-CONTRACTOR observe the above regulations. Article 7 TIME FOR PERFORMANCE 7.1 Time for performance of the WORKS under this Contract is of twenty-four (24) months starting from the COMMENCEMENT DATE (excluding the CHANG OF WORK or changes of SCHEDULE as required by the OWNER in accordance with Article 20, and delay in SCHEDULE caused by FORCE MAJEURE in accordance with Article 18). CONTRACTOR shall prepare and submit to OWNER such detailed schedules, including critical path networks, as are required by the PROJECT SPECIFICATION covering each phase of the WORK as specified in Exhibit 2 of the CONTRACT. CONTRACTOR shall maintain in an up-to-date condition all project control documents and schedules, in accordance with the PROJECT SPECIFICATION. Progress of such schedules and the SCHEDULE and any amendment thereto shall be reported to OWNER in accordance with the requirements of the CONTRACT and PROJECT SPECIFICATION. 7.2 Except Force MAJEURE cases in according to the ARTICLE 18, CHANGES IN THE WORK in accordance to the ARTICLE 20, or delay by the OWNER’S faults. During the time of CONTRACT performance, CONTRACTOR has to performance works as schedule stated in Exhibit 3 of this Contract. 7.3 From time to time as the WORK continues, CONTRACTOR shall examine the progress of the WORK and shall promptly give NOTICE to OWNER if any condition exists that might prevent CONTRACTOR from obtaining satisfactory results in his EPC -20