Draft Version

Conditions of Subcontract
for

Construction of 30 OD High Pressure Natural Gas

Pipeline by Horizontal Directional Drilling (HDD)
method across the Padma River under HatikumrulBheramara Gas Transmission Pipeline Project on
Design, Installation, Testing, Tie-in and
Commissioning basis.

1 Definitions and Interpretation

1.1 Subcontract Definitions
In the Conditions of Subcontract, which include Annexes to the
Conditions of Subcontract, all words and expressions shall have the
same meanings as are respectively assigned to them in the Main
Contract, except where the context otherwise requires and except
that the following words and expressions shall have the meanings
hereby assigned to them:
1.1.1 Annex means the document entitled annex attached to
the Conditions o Subcontract, completed by the Contractor
and/or the Subcontractor, as included in the Subcontract.
Annex A means the document entitled Annex A attached to
the Particular Conditions of Subcontract, and similarly for
Annex B, Annex C, and so on. All the annexes attached
to the Particular Conditions of Subcontract are referred to
jointly as the Annexes.
1.1.2 Contractor means China Petroleum Pipeline Bureau
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1.1.3 Contractors Instruction means an instruction given by

the Contractors Subcontract Representative in accordance
with Sub-Clause 3.1 [Contractors Instructions].
1.1.4 Contractors Subcontract Representative Means such
person duly appointed thereof as the Contractor may
designate, in writing, having authority to act on behalf of the
Contractor in matters as affecting the Work.
1.1.5 Employer means Gas Transmission Company Limited
1.1.6 Main Contract means the contract entered into between
the Employer and the Contractor in respect of the Main Works.
1.1.7 Main works means the Works as defined in the Main
Contract.
1.1.8 Project means Construction of 30 OD High Pressure
Natural Gas Pipeline by Horizontal Directional Drilling (HDD)
method across Padma River under Hatikumrul-Bheramara Gas
Transmission Pipeline Project on Design, Installation, Testing,
Tie-in and Commissioning basis.
1.1.9 Subcontract means the agreement between the Parties
comprising the documents listed at Sub-Clause 1.5 [Priority of
Subcontract Documents].
1.1.10
Subcontract Agreement means the subcontract
agreement referred to in Sub-Clause 1.9 [Subcontract
Agreement].
1.1.11
Subcontract Bill of Quantities means the document
entitled bill of quantities, completed by the Subcontractor.
1.1.12
Subcontract Commencement Date means the date
notified under Sub-Clause 8.1 [Commencement of Subcontract
Works].
1.1.13
Subcontract Defects Notification Period means
the period for notifying defects in accordance with Sub-Clause
11.2 [Subcontract Defects Notification Period].
1.1.14
Subcontract Goods means the Subcontractors
Equipment, Subcontract Plants, the materials intend to form or
forming part of the subcontract Works (including supply only
materials (if any) to be supplied by the Subcontractor under
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the Subcontract) and the Subcontractors temporary works, or

any of them as appropriate.
1.1.15
Subcontract Performance Security means the
security (or securities, if any) under Sub-Clause 4.2
[Subcontract Performance Security].
1.1.16
Subcontract Plant means the apparatus, machinery
and vehicles intended to form or forming part of the
permanent works to be executed by the Subcontractor under
the Subcontract.
1.1.17 Subcontract Price means the firm and fixed total
payment Subcontractor shall receive for completion of the
Subcontract Work which shall not be subject to re-measurement,
recalculation. The Fixed Lump Sum Price includes but not limited
to the supply of materials, the provision of Subcontract
Equipment, unloading, storage, packing, vehicles, carriage, fuel,
cartage, hoisting; all labor for constructing, fabricating, setting,
all wastage, use of plant, supervision, establishment charges;
duty, taxes, profit and any other expense; everything else
necessary for the due and proper execution, maintenance and
completion of the Work; any related work to relieve difficulties or
obstacles that may arise to the Work; all things necessary for the
fulfillment of its obligations under the Subcontract and the
assumption of risks in the change of applicable laws, volatility of
exchange rate.
1.1.17
Subcontract Specification means the document
entitled specification, as included in the Subcontract, and any
additions and /or modifications made in accordance with the
Subcontract. This document specifies the Subcontract Works
and may include calculations and technical information of a
like nature.
1.1.18
Subcontract Time for Completion means the time
for completion of the Subcontract Works under Sub-Clause 8.2
[Subcontract time for completion], as stated in the Appendix
to the Subcontractors Offer (with any extension under SubClause 8.3 [Extension of Subcontract Time for Completion]),
calculated from the Subcontract Commencement Date.
1.1.19
Subcontract Works means the permanent works to
be executed and completed by the Subcontractor under the
Subcontract, and the Subcontractors temporary works and
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the remedying of and defects, or either these permanent

works or temporary works as appropriate. Means work which
includes all things, matters, structures, and facilities to be
procured, fabricated, transported, constructed, inspected,
tested, etc., in connection with the Procurement, Construction,
of civil, structure, electrical and building facilities works of
Project including all related equipment, facilities, systems and
structures, which the Subcontractor is required to perform,
guarantee, under this Subcontract.
1.1.20
Subcontractor means the person named as
subcontractor and the legal successors in tile to that person,
but not (except with the consent of the Contractor) any
assignee of that person.
1.1.21
Subcontractors
Documents
means
the
calculations, computer programs and other software,
drawings, manuals, models and other documents of a
technical nature (if any) supplied by the Subcontractor under
the Subcontract.
1.1.22
"Subcontractors
Personnel"
means
the
Subcontractor's Representative and all personnel whom the
Subcontractor utilizes on Site, who may include the staff,
labor, and other employees of the Subcontractor and of the
Subcontractor's subcontractors (if any), and any other
personnel assisting the Subcontractor in the execution of the
Subcontract Works.
1.1.23
"Subcontractor's Representative" means the person
named by the Subcontractor in the Appendix to Subcontractor'
Offer or appointed from time to time by the Subcontractor
under Sub-Clause 6.4 [Subcontractor's Representative], who
acts on behalf of the Subcontractor.
1.2 Headings and Marginal Notes
The headings and marginal notes in the Conditions of Subcontract
shall not be taken into consideration in the interpretation or
construction of the Subcontract.
1.3 Subcontract Interpretation
In the Subcontract, except where the context requires otherwise:

(a) if it is stated that a sub-clause or provision of the Main Contract

shall apply then that sub-clause or provision of the Main Contract
shall be read with necessary changes, including that any reference
to the Employer and/or Engineer shall be read as a reference to the
Contractor, any reference to the Contractor shall be read as a
reference to the Subcontractor, and any reference to another Main
Contract Clause or defined term therein shall be read as a reference
to the equivalent clause or sub-clause or defined term of these
Conditions;
(b) words indicating one gender include all genders;
(c) words indicating the singular also include the plural and vice
versa where the context requires;
(d) words indicating persons or parties shall include corporations
and other legal entities;
(e) provisions including the word "agree", "agreed" or "agreement"
require the agreement to be recorded in writing;
(f) "written" or "in writing" means hand-written, type-written,
printed or electronically made, and resulting in or being capable of
resulting in a permanent record;
(g) any reference to "Main Contract Clause" shall be read as a
reference to the clause or sub-clause of the Conditions of the Main
Contract. Unless expressly stated to be a Main Contract Clause, any
reference to a clause or sub-clause shall be read as a reference to
the clause or sub-clause of these Conditions.
(h) Wherever in this Subcontract it is provided that Subcontractor
shall perform certain work "at its expense" or "at its own cost" or
"without charge" or that certain work "will not be paid for
separately," such quoted words mean Subcontractor shall not be
entitled to any additional compensation from Contractor for such
work, and the cost thereof shall, unless otherwise specified, be
considered as included in the payment for other items of work.
Whether or not the quoted words with the above specified, all costs,
expense and charge associated with the work and obligations of the
Subcontractor shall be borne by Subcontractor.
(j) The term shall, when associated with Subcontractor, denotes a
mandatory requirement of the Subcontract and means that any and
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all costs associated with the activity in question are to be borne by

Subcontractor.
Any action or word by the Contractor shall not relieve the
Subcontractor of any obligation or liability under or arising from this
Subcontract
1.4 Subcontract Communications
All correspondence between Subcontractor, Contractor and
Contractors Representative including information, technical
literature, data, manuals and other documents required under the
Contract shall be in English.
Where necessary or required by the Subcontract, Subcontractor
shall correspond with landowners and Bangladesh government
bodies (local, municipal and national). Such communication may, as
and when required, be in Bangladesh language. Subcontractor shall,
in a timely manner, provide Contractor with a copy of all such
correspondence that directly concerns the execution of the Work.
Where correspondence is in Bangladesh language, Subcontractor
shall provide an English translation.
1.5 Priority of Subcontract Documents
The several documents forming the Subcontract are to be taken as
mutually explanatory of one another. For the purposes of
interpretation the priority of the documents forming the Subcontract
shall be as follows:
(1)The Subcontract Agreement (if any);
(2)The Conditions of Subcontract and Annexes
(3) Technical Proposal submitted by the Contractor
(4) The Subcontract Specification;
(5) The Subcontract Drawings;
(6) Any other document forming part of the Subcontractor's Offer as
accepted by the Contractor
(7) Payment Schedule

If an ambiguity or discrepancy is found in the Subcontract

documents, the Contractor shall issue any necessary clarification or
Contractor's Instruction.
If a Party becomes aware of an error or defect in a document which
was prepared for use in executing the Subcontract Works, the Party
shall promptly give notice to the other Party of this error or defect.
1. 6 Joint and Several Liability under the Subcontract
If one Party constitutes (under applicable Laws) a joint venture,
consortium or other unincorporated grouping of two or more
persons:
(a) these persons shall be deemed to be jointly and severally liable
to the other Party for the performance of the Subcontract;
(b) these persons shall notify the other Party of their leader who
shall have authority to bind that other Party and each of these
persons; and
(c) neither Party shall alter its composition or legal status without
the prior consent of the other Party .
1. 7 Subcontract Law and Language
The law of the country (or other jurisdiction) which governs the Main
Contract shall govern the Subcontract.
The ruling language and the language for communications under
the Subcontract shall be the ruling language and the language for
communications of the Main Contract.
If a Subcontract document is written in a language other than the
ruling language under this Sub-Clause:
(a) that Subcontract Document shall be interpreted according to the
ruling language; and
(b) if there is any ambiguity or discrepancy in interpretation
between the language of the document and the ruling language, the
Contractor shall issue any necessary clarification or Contractor's
Instruction.
If the Subcontract documents are drawn up in more than one
language, the Subcontract shall be construed and interpreted
according to the ruling language of the Main Contract.
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1.9 Subcontract Agreement

The costs of stamp duties and similar charges (if any) imposed by
law in connection with entry into the Subcontract Agreement shall
be borne by the Subcontractor.
1.10 No Privity of Contract with Employer
Nothing stated in the Subcontract shall be construed as creating any
privity of contract between the Subcontractor and the Employer.
1.11 Effective Date and Duration
This Subcontract shall become effective from and on the signature
date of this Subcontract Agreement and shall terminate upon the
expiration of Subcontractor's responsibilities and liabilities under the
Subcontract.
1.12 Notices, Consents, Approvals, Certificates, Confirmations, Decisions, and
Determinations
Wherever in the Subcontract provision is made for the giving or
issuing of any notice, consent, approval, request, certificate,
confirmation, decision or determination by any person, unless
otherwise specified such notice, consent, approval, request,
certificate, confirmation, decision, or determination shall be in
writing and the words "notify", "consent", "approve", "request",
"certify", "confirm", "decide", or "determine" shall be construed
accordingly. Such words shall not relieve Subcontractor of any of
Subcontractors obligation and liability under this Subcontract.
2 The Main Contract
2.1 Subcontractor's Knowledge of Main Contract
The Contractor shall make the Main Contract (other than the
confidential details of the Contractor's prices as stated in the Bills of
Quantities or schedules of rates and prices) available for inspection
to the Subcontractor. If so requested by the Subcontractor, the
Contractor shall provide the Subcontractor with a true copy of the
Main Contract (less the confidential details), at the cost of the
Subcontractor who may make or request further copies at his own
cost. The Subcontractor shall be deemed to have full knowledge of
the relevant provisions of the Main Contract (save the confidential
details).

The Subcontractor shall promptly give notice to the Contractor of

any ambiguity or discrepancy which he discovers when reviewing
the Subcontract and the Main Contract or executing the Subcontract
Works.
2.2 Compliance with Main Contract
The Subcontractor shall, in relation to the Subcontract Works,
perform and assume all the obligations and liabilities of the
Contractor under the Main Contract. The Subcontractor shall comply
with all requirements of the Main Contract unless otherwise
specified in this Contract.
Save where the provisions of the Subcontract otherwise require, the
Subcontractor shall design (to the extent provided for by the
Subcontract), execute and complete the Subcontract Works and
remedy any defects in such good time and in such a manner that no
act or omission of his shall constitute, cause or contribute to any
breach by the Contractor of any of his obligations under the Main
Contract.
Subject to Sub-Clause 8.7 [Subcontract Damages for Delay] and
Sub-Clause 17.3 [Subcontract Liability], if the Subcontractor
commits any breach(es) of the Subcontract he shall indemnify and
hold the Contractor harmless against and from all damages for
which the Contractor becomes liable under the Main Contract as a
result of such breach(es). Without prejudice to any other remedy of
the Contractor for such breach(es) but subject to Sub-Clause 3.3
[Contractor's Claims], the Contractor may recover these damages
from monies otherwise due to the Subcontractor under the
Subcontract.
2.3 Instructions and Determinations under Main Contract
If the Subcontractor shall receive any direct instruction from the
Employer:
(i) he shall immediately inform the Contractor's Subcontract
Representative and shall supply him with a copy of the direct
instruction if given in writing; and
(ii) he shall have no obligation to comply with any such direct
instruction unless and until it has been confirmed in writing as a
Contractor's Instruction.

Without prior the approval of the Contractor, the Subcontractor shall not connect with
the Employer.
3 The Contractor
3.1 Contractor's Instructions
The Subcontractor shall take instructions only from the Contractor's
Subcontract Representative. The Subcontractor shall comply with all
instructions, given or confirmed in writing, of the Contractor's
Subcontract Representative on any matter related to the
Subcontract.

3.2 Land acquisition and community relationship

3.2.1 The Subcontractor shall procure all the land which is needed
by this project, compensation for vegetation on the land, level the
pipeline fabrication site, build temporary storage yard for line pipes
and other relevant cargo at its own expense.
3.2.2 The Subcontractor shall handle all the problems with all the
parties relavant to the scope of the work of the project --deal with
any problem at site caused by local residence or land owner or
employee from both drilltec and maxwell company or any other
stakeholders to make sure CPP can conduct this project smoothly.
Royal will support CPP to coordinate all the problems with other
parties if required.at its own expense coordinate every party
relevant to this project and deal with any problem at site caused by
local residence or land owner or employee from both Drilltec and
Maxwell Company or any other stakeholders relevant to the
Subcontracted Scope of Works to make sure Contractor can conduct
the Project smoothly.
3.2.3 If any work of the Project is delayed by the mentioned above
reason, the Subcontractor shall compensate the Contractor for the
loss and damages. Similarly Contractor shall compensate the
Subcontractor for the loss or damages which may occur due to noncompliance of obligations narrated within the Scope of Contractor or
its Employer (GTCL).

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3.3 Contractor's Claims in connection with the Subcontract

If the Contractor considers himself to be entitled to any payment
under any Clause of these Conditions or otherwise in connection
with the Subcontract, the Contractor shall give notice to the
Subcontractor describing the event or circumstance giving rise to
the claim. The notice shall be given as soon as practicable after the
Contractor became aware of the event or circumstance giving rise
to the claim and shall specify the basis of the claim.
As soon as practicable after giving notice, the Contractor shall send
to the Subcontractor detailed particulars of the claim which includes
substantiation of the amount to which the Contractor considers
himself to be entitled. The Contractor shall consult with the
Subcontractor in an endeavourendeavor to reach agreement on this
amount. If agreement is not reached, the Contractor shall make a
fair decision as to the appropriate and applicable amount, taking
due account of the Subcontractor's views, the extent to which the
claim has been reasonably substantiated, and all other relevant
circumstances. The Contractor shall give notice, with reasons and
supporting particulars, to the Subcontractor of this decision. This
amount may be deducted from the Subcontractor. The Contractor
shall be entitled to make a deduction or to claim against the
Subcontractor.
3.4 Employer's Claims in connection with the Main Contract
If the Contractor receives from the Employer or the Engineer any
notice and particulars of an Employer's claim which concerns the
Subcontractor, the Contractor shall immediately send a copy to the
Subcontractor. The Subcontractor shall then provide all reasonable
assistance to the Contractor in relation to the Employer's claim. To
the extent that the Contractor considers himself entitled to pass on
the claim to the Subcontractor, Sub-Clause 3.3 [Contractor's Claims
in connection with the Subcontract] shall apply.
3.5 Co-ordination of Main Works
The Contractor shall be responsible for overall co-ordination and
project management of the Main Works. Subject to Sub-Clause 6.1
[Co-operation under the Subcontract], the Contractor shall be
responsible for co-ordination of the Subcontract Works with the
works of the Contractor and the works of any other subcontractors
employed by the Contractor.
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The Subcontractor shall, whenever required by a Contractor's

Instruction, submit details of the arrangements and methods which
the Subcontractor proposes to adopt for the execution of the
Subcontract Works, and no significant alteration to these
arrangements and methods shall be made without the Contractor's
prior consent.
3.6 Information Provided by Contractor
The Contractor shall not be responsible for accuracy and sufficiency
of the information provided. Subcontractor declares to have perfect
knowledge of all technical, physical and economic conditions and
circumstances related with of having influence upon the Subcontract
Work, including, but not limited to the basic engineering package,
and that it has carefully examined the plans and specifications of
the Scope of Work and has fully acquainted itself with all other
conditions relevant to the Work, the site and its surroundings, and
Subcontractor assumes the risk of such conditions and will,
regardless of such conditions or the expense or difficulty of
performing the Work, fully complete the Work at the Subcontract
price.
4 The Subcontractor
4.1 Subcontractor's General Obligations
4.1.1 The Subcontractor shall, with due care and diligence, design
(to the extent provided for by the Subcontract), execute and
complete the Subcontract Works and remedy any defects in
accordance with the Subcontract and with the Contractor's
Instructions.
4.1.2 The Subcontractor shall provide all and sufficient personnel,
superintendence, labour, Subcontract Plant, Subcontractor's
Equipment, Subcontractor's Documents, and all other things,
whether of a temporary or permanent nature, required in and for the
execution, completion, and remedying of any defects.
4.1.3 The Subcontractor shall be responsible for the adequacy,
stability and safety of all his Site operations and methods of
construction.
4.1.4 The Subcontractor warrants that it is duly licensed, registered
or otherwise qualified as may be necessary to do business in all
places where the Work or any part thereof are to be executed.
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Subcontractor shall employ personnel having the necessary licenses

to allow preparation and certification of procurement, construction,
documentation which is required to obtain government permits.
4.1.5 Subcontractor shall supply, handle, transport, store and
incorporate into the Work all materials, plant, labor and all other
items necessary for or incidental to the completion of the work,
unless plant, materials provided by Employer and/or Contractor. All
materials supplied by Subcontractor shall be new and of the best
and most suitable quality for their intended use and the
Subcontractor shall bear the responsibility of the quality of
materials. If any such materials are not good enough, Subcontractor
shall promptly replace them with materials acceptable to the
Contractor. Unless otherwise agreed by or specially arranged in
writing with the Contractor, Subcontractor shall provide for his own
use all tools, Subcontract Equipment and equipment required for
use in the execution of the Work. If any of the construction plants or
equipment provided by Subcontractor is, in the opinion of the
Contractor, not suitable for its intended use, Subcontractor shall
promptly replace it with a suitable one.
4.1.5 The Subcontract Price for the Subcontractor undertaking the
Work shall cover all the Subcontractor's obligations and all matters
and things necessary for the proper completion and maintenance of
the Work, and for complying with any instructions which Contractor.
The Subcontractor shall execute and complete all works relating
Procurement, Construction, etc. of Subcontract Work and the Work
required by the Subcontract without any adjustment of the
Subcontract Price. Assistance and interfaces will be involved in Work
with Contractor or other subcontractors of Contractor; the
Subcontractor shall assist all coordination and interface work, to
ensure the smooth progress of the Work.
4.1.6 The Subcontractor shall give or provide all necessary
superintendence during the execution of the Work and as long
thereafter as Contractor may consider necessary for the proper
fulfilling of the Subcontractor's obligations under the Subcontract.
4.1.7 If during execution of the Work, Subcontractor encounters
physical conditions or climate conditions on the Site, or artificial
obstructions, which conditions or obstructions could not have been
reasonably foreseen, Subcontractor shall promptly give written
notice to Contractor for further action. However, the Subcontract
Price shall not be adjusted for such unforeseen physical conditions.
13

The Subcontractor shall solve the mentioned problems at his own

expense and without delay the time of Project.
4.1.8 It shall be the responsibility of the Subcontractor to keep the
construction work site free from water logging at his own cost. The
Subcontractor shall bear all the cost of delays due to adverse
weather conditions resulting in weather down time experienced
during the performance of the Work under this Subcontract.
4.1.9 In case the completed work does not pass the inspection
conducted by the Contractor, Subcontractor must at his own
expense and without delay revise the work as required and have if
ready for another inspection by the Contractor. The same shall apply
in case further inspections are necessary.
4.1.10 Subcontractor shall be solely responsible for any loss or
damage, death or injuries resulting from any accidents or from the
Performance of the Work caused by himself, his representatives,
employees, personnel, agents and dependents, or by his
representatives, employees, personnel, agents and dependents, or
in connection therewith sustained any person/s or party/parties.
Subcontractor shall hold Contractor and Employer harmless from
and against any loss, damage, death or injuries resulting from such
accidents or form the Performance of the Work.
4.1.11 Subcontractor shall provide the site office to Employer and
Contractor in accordance with the requirements of the Main
Contract at its own cost.
4.1.12 Subcontractor shall carry out the Subcontract work under the
laws of the Bangladesh and relevant regulations of local authorities.
Subcontractor shall be responsible for coordinating all relationships
in all aspects (including not limited to villagers, communities, local
authorities, governments and social or religious organizations) while
executing its work, and resolve all disputes and any local problems
arising from or caused by Subcontract work. In the event that
Subcontractor fails to resolve the disputes and problems,
Subcontractor shall indemnify Employer and Contractor against any
cost, damage, losses and / or claims arising from such failure.
4.1.13 All temporary and ancillary works or measure connected
with
the
Work including but not limited to any temporary
construction, steel sheet pile, safety protection ,equipment, material
or things required at the Site for completion of the Work shall
completed by the Subcontractor at its own cost, and the price shall
14

be deemed to have included the Subcontract Price. The Temporary

work shall be removed by the Subcontractor from the Site at its own
cost immediately after completion of the Work with prior approval of
the Contractor.
4.1.14 Subcontract shall perform any
Employer and Contractor at its own cost.

requirement

from

the

4.1.15 Subcontractor shall at all-time keep the Site free from

accumulation of waste material and/or rubble and/or rubbish caused
by his performance of Work and shall maintain the working and
storage areas in a reasonably proper and non-hazardous condition
at its own cost. Subcontractor shall keep temporary and final roads
and traffic ways free obstacles at its own cost.
4.2 Subcontract Performance Security
The Subcontractor shall obtain (at his cost) a Subcontract
Performance Security (Described in the annex
) for proper
performance in the amount of 10% of the Subcontract Price and in
the same currency of the Subcontract Price. The Subcontract
Performance Security will be in the form that may be agreed the
Contractor and shall be issued by an entity and from within a
country (or other jurisdiction) approved by the Contractor. The
Subcontractor shall deliver the Performance Security to the
Contractor before signing this Subcontract Agreement but after
issuing of Notification of Award (NoA). The Subcontractor shall
ensure that the Performance Security is valid and enforceable until
the Subcontractor has executed and completed the Subcontract
Works and remedied and defects.
The Subcontractor shall obtain (at his cost) a Subcontract
Performance Security (Described in the annex
) for proper
performance in the amount of 10% of the Subcontract Price and in
the same currency of the Subcontract Price. The Subcontract
Performance Security will be in the form of Bank Guaranty issued by
any Schedule Bank of Bangladesh as per attached form issued by
the Contractor. (that may be agreed the Contractor and shall be
issued by an entity and from within a country (or other jurisdiction)
approved by the Contractor). The Subcontractor shall deliver the
Performance Security to the Contractor before signing this
Subcontract Agreement but after issuing of Notification of Award
(NoA). The Subcontractor shall ensure that the Performance Security
is valid and enforceable until the validity of PG of Contractor
15

submitted to GTCL will be exhausted. (the Subcontractor has

executed and completed the Subcontract Works and remedied and
defects.)
4.3 Access to the Subcontract Works
The Subcontractor shall permit the Employer's Personnel and the
Contractor's Personnel to have full access at all reasonable times to
examine, inspect, measure, and test the materials and
workmanship, and to check the progress of the Subcontract Works
whether within the Site or elsewhere, and to the places where any of
the materials or Subcontract Plant for the Subcontract Works are
manufactured, produced, used, or stored.
4.4 Knowledge of Site Conditions
4.5.1 The Subcontractor shall be deemed to have satisfied himself
before undertaking of this Subcontract of the following:
(a)All hydrological, climatic, physical an aboveground and
underground conditions including not limited to the surroundings of
the Site, obstacle of underground (including not limited to power
cable, optic cable, communication cable, water tube, pipe, etc.) and
various facilities of aboveground and the form and nature of the
Site.
(b) The quantities and nature of the Work and materials necessary
for the completion of the Work, the means of access to the Site and
the accommodation it may require, and in general to have obtained
by himself, all necessary information of all risks, contingencies and
circumstances affecting his obligations and responsibilities in this
Subcontract and his ability to perform it.
4.5.2 The Subcontractor confirms that he has satisfied himself as to
the correctness and sufficiency of the Subcontract Price, to cover all
his obligations under this Subcontract and all matters and things
necessary for the proper execution and maintenance of the Work.
In the event of any damage and loss caused by Subcontractors
failure to acknowledge said site conditions during the work under
this Subcontract, Subcontractor shall remedy and pay for such
damage and loss at his own cost and shall not adjust Lump Sum
Price of Subcontract.
4.11 Opportunity for Inspection of Work
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4.11.1 No Work shall be covered up or put out of view without the

approval of Contractor and the Subcontractor shall afford full
opportunity for Contractor, Contractors Representative or Employer
or Employer's Representative to examine and measure any work
which is about to be covered up or put out of view and to examine
the work before installation below the surface of the earth. The
Subcontractor shall give due written notice to Contractor whenever
any such work is ready or about to be ready for examination and
Contractor shall, without unreasonable delay, unless he considers it
unnecessary and advises the Subcontractor accordingly; attend for
the purpose of examining and measuring such work.
4.11.2 The Subcontractor shall uncover any part or parts of the
Work or make openings in or through the same as Contractor or
Contractor's Representative from time to time directs, with good
cause, and shall reinstate and make it good to the satisfaction of
Contractor or Contractor's Representative.
4.5 Program of Work
4.5.1 Within seven (7) days of the date of Subcontract signed, the
Subcontractor shall submit to Contractor for approval a detailed
progress program showing the procedure, method and schedule, in
which he proposes to carry out the Work and shall, whenever
reasonably required by Contractor, furnish in writing the
arrangements made for carrying out the Work. The Subcontract
Equipment which the Subcontractor intends to mobilize and use
shall be approved by Contractor.
4.5.2 If at any time it should appear to Contractor that the actual
progress of the Work does not conform to the approved program,
the Subcontractor shall produce, at the request of Contractor in
writing, a revised program showing the modifications to the
approved program necessary to ensure completion of the Work
within the time required by Contractor for completion of the Work.
The revised program shall be submitted to Contractor within seven
(7) days as from the day of receiving the request.
4.5.3 The submission to and approval by Contractor of such
programs or the furnishing of such particulars shall not relieve the
17

Subcontractor of any of his duties or responsibilities under the

Subcontract.
4.6 Provision of Site Services and Facilities
4.6.1 The Subcontractor shall be responsible for provision of all
water, power, and other services required for his construction
activities and to the extent that defined in the Specification (if any),
for the tests at its own cost.
4.6.2 The Subcontractor shall make his own arrangements for land,
power, water and other amenities etc for his labor camp at its own
cost.
4.6.3 The Subcontractor shall make its own assessment of the
transport facilities available and shall be fully responsible for the
method of transport selected, the provision of first-aid, health
services and medical evacuation, provision of catering services, all
communication systems and security required to protect the
Subcontractors personnel and Work.
4.7 Avoidance of Interference
The Subcontractor shall not interfere unnecessarily or improperly
with:
(a)the convenience of the Public; or
(b)The access to and use and occupation of all roads and footpaths,
irrespective of whether they are public or in the possession of the
Employer or of others.
The Subcontractor shall indemnify and hold the Employer,
Contractor harmless against and from all damages, losses and
expenses (including legal fees and expenses) resulting from such
unnecessary or improper interference.
4.8 Health, Safety, Environment and Security
4.8.1 Protection of the environment is an important consideration in
performing the Work. Environment assessment reports if required by
Contractor or Employer shall be submitted by Subcontractor.
Subcontractor is required at its own cost to implement and adhere
to all HSE Requirements specified in Main Contract or required by
Employer, and/or Contractor.
18

4.8.2 Subcontractor shall not do any exploratory excavations,

including drilling/boreholes, without the prior written permission of
Employer and Contractor.
4.8.3 The Subcontractor shall, in connection with the Work, provide
and maintain at his own cost all lights, guards, markers and
watchmen when and where necessary or as required by Contractor,
Employer or by any other duly constituted authority for the
protection of the Work or for the safety and convenience of the
public or other.
4.8.4 Subcontractor shall take all necessary safety Health and other
precautions to protect all property and persons from damage or
injury arising out of the performance of the Work and is to provide
sufficient qualified full time HSE personnel under the requirements
of laws of Bangladesh for the Work at all times. Subcontractor shall
comply strictly with all local, municipal, and national laws, orders,
and regulations pertaining to health, safety and Environmental as
well as Employers and Contractors Specification which are
applicable to Subcontractor or to the Work, and Subcontractor
warrants that all materials, equipment, and facilities, whether
temporary or permanent, furnished by Subcontractor in connection
with the performance of the Work shall comply therewith. The
Subcontract shall provide list and content of the laws, regulations
and standard of Bangladesh about health, safety and environment
at its own cost.
At all times while any of Subcontractor's employees, agents,
personnel are on Contractors and Employer's premises,
Subcontractor shall be responsible for providing them with a safe
place of employment, and Subcontractor shall inspect the places
where his employees, agents, personnel or Subcontractors
employees, agents and personnel are or may be present on
Contractors and Employer's premises and shall promptly take
action to correct conditions which are or may become an unsafe
place of employment for them.
Subcontractor shall indemnify and hold harmless Contractor,
Contractors Representative, Employer, Employers Representative,
their officers, employees, and agents, from and against any and all
claims, or loss of liability in any manner arising out of
Subcontractor's failure to comply with the foregoing provisions of
this Clause.

19

4.8.5 The Subcontractor shall ensure that Subcontractors Personnel

are adequately trained in safety precautions and safe working
practices before they are involved in the Works and that they are
competent to undertake their required duties in a safe and efficient
manner.
4.8.6 Upon the failure of Subcontractor to comply with any of the
requirements set forth herein and all related provisions of the
Specification (if any, during execution of the Work), Contractor shall
have the authority to stop the activity of Subcontractor affected by
such failure until the condition is remedied. Serious or repeated
infringements of the health, safety and environment shall constitute
a material breach of this Subcontract and Contractor shall have the
right to immediately terminate this Subcontract.
4.8.7 The Subcontractor shall allow Contractor access at any
reasonable time to any equipment, personnel, materials and records
supplied by the Subcontractor and involved in the Works to ensure
the Subcontractor comply with the provisions of this Clause.
4.8.8 During the execution, the Subcontractor shall ensure that
personal protective devices and equipment (including, not limited to
safety helmet, clothing and shoes) are always maintained in good
condition. If Contractor is requested to furnish thereof in accordance
with the instruction of the Employer, Engineer or concerned
authorities, the cost paid shall be deducted from the payment made
by Contractor to the Subcontractor.
4.8.9 The Subcontractor shall take steps to maintain and increase
the safety consciousness of its personnel by means of immediate
correction of unsafe acts and by means of periodic safety meetings.
The Subcontractor shall always have safe meeting to improve safety
of the working environment and enhance safety awareness. The
Subcontractor shall compile the safety programs, procedures,
documents and manuals in the site.
4.8.10 If any accident occurs during the period of the Subcontract,
the Subcontractor shall immediately report in writing to Contractor
such accident including any injury to person or damage to property
or the environment occurred within two (2) days after accident
happen. The Subcontractor shall at its own costs to carry out full
investigations and submit a detailed report of the incident to the
Employer and Contractor in an acceptable format within five (5)
calendar days setting out the events relating to the incident. The
20

Subcontractor shall solve the Mentioned above problem at its own

expense as soon as possible.
4.8.11 Subcontractor shall not allow access to the Site to third
parties before prior written approval of Contractor any photography
on Site shall be subject to the written approval of Contractor.
4.8.12 Subcontractor shall carry out the HSSE Agreement (Appendix
) at its own cost.
4.8.13 From the effective date of the Subcontract to the completion
of the Work, Subcontractor shall be fully responsible for the care of
the Work including materials, plant and equipment. In case any
damage, loss or injury happens to the Work or other property
belonging to Contractor or any third party from any cause
whatsoever, including damage caused by the Subcontractor himself
during the execution of the Work, the Subcontractor shall repair,
replace and make good the same at his own cost in a manner
satisfactory to the Contractor of the damaged facilities.
4.9 Permits and Licenses
Subcontractor shall obtain and maintain all permits, licenses and
government approvals required in the name of Employer and/or
Contractor under the laws and regulations of Bangladesh in order to
perform the Project in Bangladesh. All costs and expenses
associated to the Permits, licenses and government approvals shall
be borne by Subcontractor. The application for all kinds of
permission shall not delay any work. If the permits, licenses and
government approvals shall be delayed by the Subcontractor, any
loss, damage, cost, etc due to delay in the work site shall be borne
by the Subcontract.
Subcontractor shall apply for, obtain and pay for all permits,
authorizations, registrations and inspections required for the Work
including, but not limited to, those required to procure, construct
and erect the Work, including any permit for the subcontract work,
and those required for residence, imports, exports and transfers.
Subcontractor shall moreover furnish the securities, guarantees or
deposits required in connection with the above and for the
performance of the Work.
If any such permit or authorization is required in the name of
Employer and/or Contractor, Subcontractor shall at no cost to
Employer and/or Contractor assist Employer and/or Contractor in
21

identifying, applying, obtaining and maintaining all permits or

authorization including licenses, and government approval required
in the name of Employer and/or Contractor under the laws and
regulation of Bangladesh in order to construct and operate the
Project. This assistance shall include preparation of the application.
All costs associated with obtaining such permits etc. including
obtaining all approvals of Bangladesh registered engineers shall be
to Subcontractors account.

4.10 Certification Agencies and Bangladesh Government

Agencies (if any)
Contractor or Employer or Bangladesh government agencies may
appoint certification agencies for inspection and certification of the
Work. Subcontractor shall be required to meet the requirements of
the certification agencies or Bangladesh Governmental agencies
and shall also be responsible to coordinate with the certification
agencies or Bangladesh Governmental agencies in supplying them
in a timely manner such parts of the Project record, Specifications,
plans, calculations and all such other information pertaining to the
Work as may be required by the certification agencies or
Bangladesh Governmental agencies from time to time including
assistance at the appropriate Sites to carry out their work. All the
cost arising from the said activities shall be borne by Subcontractor.
4.11 Miscellaneous Responsibilities
4.11.1 Unless otherwise specified, the Subcontractor shall pay all
tonnage and other royalties, rent and other payments or
compensation for getting stone, sand, gravel, clay or other materials
required for the Work. (As per Scope of Work)
4.11.2 The Subcontractor shall use every reasonable means to
prevent any of the highways, waterways or bridges, locks, dock, sea
walls, harbor work or navigation marks, communicating with or on
the routes to the Site, from being damaged or obstructed by any
traffic of the Subcontractor. The Subcontractor shall select routes,
choose and use vehicles and vessels and restrict and distribute
loads and cargoes such that any extraordinary traffic and material
from and to the Site will be limited as much as is reasonably
possible and so that no unnecessary damage or injury may be

22

caused to highways and the other work aforesaid.(As per Scope of

Subcontractor)
4. 11.3 Unless otherwise specified, the Subcontractor shall at his
own expense supply and provide all the Subcontract Equipment,
materials and plant, both of a temporary and permanent nature,
labor (including the supervision of it), transport to and from the Site
and in and about the Work, and other things of every kind required
for design and engineering, procurement, fabrication/construction,
transportation, installation, completion, and making good of the
Work, including during the Defects Notification Period of the Work,
required to be performed by Subcontractor at his own cost in
accordance with the provisions of the Subcontract.
4.11.4 Subcontractor shall, at its own expense, construct and
maintain temporary access, stacking yard and haul roads as may be
necessary for the proper performance of the Subcontract Work.
Subcontractor shall submit a layout of all proposed roads, bridges
and stacking yard prior to construction. The layout shall show widths
of access routes, roads, direction of traffic, curves, grades and
related information in sufficient detail for review by Contractor or
Contractors Representative. Roads, temporary access, stacking
yards, etc constructed shall be subject to prior approval by
Employer.
4.11.5 Stock yard
The Subcontractor shall be responsible as
per
Scope
of
Work
for the stock yard at its own cost. including but not limited to construction,
operation, safeguard, drainage, maintenance (provide the necessary equip
ment and labor, security men ,siteoffice facilities, fence, sign,
cranes, etc.), removal and recovery work according to the requirements of
the Contractor. The Subcontractor shall carry out immediately the measur
es for rectification of Stock yard at its own cost after receiving the Contrac
tor notice.

The materials and equipment in the stock yard and site construction
shall be safeguarded by the Subcontractor at its own cost; the Subc
ontractor shall bear all costs and charges for damage or loss by robb
ery, natural loss (such as rainwater, flood etc.) at its own cost.
4. 11.6 Meetings
Subcontractor shall attend meetings with Contractor when
requested to do so by Contractor. This may include, but not limited
23

to, weekly progress and monthly Subcontract review meetings.

Subcontractor shall prepare minutes of such meetings.
4.11.7 Advertisements and Contact with Media
No advertising in respect of this Subcontract shall be used by
Subcontractor or with Subcontractors authority in any newspaper,
magazines or any other form of advertisement without the prior
written approval of Employer and Contractor.
No communications in respect of this Subcontract between
Subcontractor and media shall be permitted without prior written
approval of Employer and Contractor.
4.11.8 Should any discrepancy or inconsistency be discovered
between this Subcontract and any applicable law or other legal
decision or rule, Subcontractor shall immediately report same to
Contractor for further instruction in the matter.
4.11.9 Subcontractor shall give all notices and information required
to be given by law, and shall pay all fees payable in connection
therewith. Subcontractor shall provide Contractor with a copy of all
relevant correspondence, notices and approvals received or required
to be given.
4.11.10 Subcontractor shall conform in all respects, and shall ensure
that Vendor also conform in all respects with the provisions if any
statue, ordinance or laws as aforesaid and the regulations or by-laws
of any international, local or other duly constituted authority
applicable to the Work and with the rules and regulations of public
bodies and companies as aforesaid and shall be responsible for all
costs arising from compliance and/or violation of the same.
4.11.11 All fossils, coins, Sub-Clauses of value or antiquity and
structures and other remains or things of geological or
archaeological interest discovered at the Site or during the Work
shall be absolute property of Employer. Subcontractor shall take
reasonable precautions to prevent his workmen or any other
persons from removing or damaging any said Sub-Clause or things
and shall, immediately on discovery thereof and before removal,
4.11.12 The Subcontractor shall bear all costs and charges for
special and/or temporary rights-of-way which he may require,
including those for access to the Site. The Subcontractor shall also

24

obtain, at his risk and cost, any additional facilities outside the Site
which he may require for the purposes of the Works.
4.11.13 Information obtained by the Subcontractor from Contractor
during the course of the Work, all records or documents from
Contractor(including the Subcontract)pertaining to the Work, as well
as the final result of the Work, shall be considered confidential. The
Subcontractor shall not, without prior written consent from
Contractor, disclose to a third party or publish even in excerpt such
information, records, documents or results.
4.11.14 Subcontract Administration
Save insofar as it is legally or physically impossible, the
Subcontractor shall execute and maintain the Work in strict
accordance with the Subcontract to the satisfaction of Contractor
and shall comply with and adhere strictly to Contractors
instructions and directions on any matter whether mentioned in the
Subcontract or not, touching or concerning the Work. The
Subcontractor shall take instructions and directions only from
Contractor or Contractors Representative.
4.11.15 Subcontractor shall be responsible for transport of
materials, plant and equipment to the Work Site from the specified
location by Contractor as per the scope of work. The loss and
damage of materials or equipment shall be compensated by the
Subcontractor. (As per Scope of Subcontractor)
5 Assignment of the Subcontract and Subcontracting
5.1 Assignment of Subcontract
5.1.1 Contractor shall be entitled to assign either in whole or in part
any of its rights and obligations under the Subcontract by giving
the Subcontractor prior written notification thereof.
5.1.2 The Subcontractor shall not be entitled to assign in whole or in
part any of his rights, obligations and/or benefit or interest due
or becoming due under the Subcontract without prior written
consent thereof from Contractor. Any assignment of the
Subcontract in violation of the foregoing shall be deemed breach
of Subcontract.
5.1.3 If consent of any assignment of this Subcontract given by
Contractor, shall not relieve Subcontractor of any liability or
obligation under this Subcontract and he shall be responsible for
25

the acts, defaults and neglects of any his agents, servants or

workmen as fully as if they were the acts, defaults or neglects of
Subcontractor, his agents, servants or workmen.
5.2 Subcontracting
The Subcontractor shall not subcontract the whole or any part of the
Subcontract without the prior consent of the Contractor. Any
consent shall not relieve the Subcontractor from any liability or
obligation under the Subcontract and the Subcontractor shall be
responsible for the acts, defaults and neglects of any of his
subcontractors, his agents or employees as fully as if they were the
acts, defaults or neglects of the Subcontractor.
6 Co-operation, Staff and Labour
6.1 Co-operation under the Subcontract
The Subcontractor shall, as specified in the Subcontract or as
required by a Contractor's Instruction, co-operate with and allow
appropriate opportunities for carrying out work to:
(a) the Employer's Personnel;
(b) any other contractors employed by the Employer;
(c) the Contractor and the Contractor's Personnel;
(d) any other subcontractors employed by the Contractor; and
(e) the personnel of any legally constituted public authorities,
6.2 Persons in the Service of Others
The Subcontractor shall not recruit, or attempt to recruit, staff and
labour from amongst the Contractor's Personnel or the Employer's
Personnel.
6.3 Contractor's Subcontract Representative
The Contractor shall appoint the Contractor's Subcontract
Representative and shall give him all authority necessary to act on
the Contractor's behalf under the Subcontract. The Contractor shall,
prior to the Subcontract Commencement Date, notify the
Subcontractor of the name and particulars of the person the
Contractor
has
appointed
as
Contractor's
Subcontract
Representative.
26

6.4 Subcontractors Representative

The Subcontractor shall appoint the Subcontractor's Representative
and shall give him all authority necessary to act on the
Subcontractor's behalf under the Subcontract.
The Subcontractor's Representative shall reside continuously on the
Site while the Subcontract Works are being carried out. However, if
the Subcontractor's Representative is to be temporarily absent from
the Site during the execution of the Subcontract Works, the
Subcontractor shall, subject to the Contractor's prior consent,
appoint a suitable replacement person.
The Subcontractor's Representative shall, on behalf
Subcontractor, receive the Contractor's Instructions.

of

the

The Subcontractor's Representative shall be fluent in the language

for communications defined in Sub-Clause 1.8[Subcontract Law and
Language]
6.5 Key Personnel
Before commencement of Work, Subcontractor shall submit to
Contractor, the list of its key personnel along with their resumes for
Contractors approval. Subcontractor shall not replace any of its key
personnel, unless approved by Contractor. Replacement request
should be based on acceptable reason & replaced Person should be
per qualified to replaceable person.
Without prejudice to any other Subcontract provisions, if
Subcontractor substitutes Key Personnel in violation of Sub-Clause,
Subcontractor hereby shall be fined 500500.00 US dollars for each
time per personas Penalty. Contractor may directly deduct the
above-mentioned fines from the payment after giving a written
notice to the Subcontractor.
7 Equipment, Temporary Works, Other Facilities, Plant, and
Materials
7.1 Materials supply by the Contractor
The Contractor shall supply to the Subcontractor bend pipe, Heat Shrinkable Sleeves
at the place(s) determined by Contractor or Employer .

27

When made available by the Contractor, the Subcontractor shall

visually inspect the materials and shall promptly give notice to the
Contractor of any shortage, defect or default in them.
The Subcontractor needs to obtain the approval from the Contractor
for using the materials and provide materials planning.
Due to the increase of the materials caused by rework or other reasons, the
Subcontractor shall be responsible for compensation
If the materials are damaged\lost \ stolen, the Subcontractor shall be responsible for
compensation.
Except the Materials supply by the Contractor, any other material utilizing in the
Project shall be supplied by the Subcontractor at its own cost.
7.2 Indemnity for Misuse
The Subcontractor shall indemnify and hold the Contractor harmless
against and from all damages to or loss of any property, real or
personal, arising from the misuse by the Subcontractor of the
Employer's Equipment, the Contractor's Equipment, the Temporary
Works, Materials supply by the Contractor (if any), and/or other facilities
made available by the Contractor.
7.3 Subcontractor's Equipment and Subcontract Plant
The Subcontractor shall be responsible for all Subcontractor's
Equipment. When brought on to the Site, the Subcontractor's
Equipment shall be deemed to be exclusively intended for the
execution of the Subcontract Works. The Subcontractor shall not
remove from the Site any major items of Subcontractor's Equipment
without the consent of the Contractor.
All Subcontract Equipment obtained or furnished by Subcontractor
which is to be used by Subcontractor shall be in first-class
operating condition, safe, fit for the uses for which intended, and
suitable for the safe and efficient performance of the Work. Such
equipment shall be subject to inspection and approval from time
to time by Contractor. Any such equipment of Subcontractor
which is rejected by Contractor as not conforming to the
foregoing shall be promptly removed by Subcontractor and
replaced with Subcontract Equipment acceptable to Contractor
or Employer without additional cost to Contractor and without
delaying the schedule for performance of the Work by
Subcontractor.
28

7.8 Tests and Samples

7.8.1 All samples shall be supplied by the Subcontractor at his own
cost if the supply thereof is clearly intended by or provided for in the
Subcontract.
7.8.2 The cost of making any test shall be borne by the
Subcontractor if such test is clearly intended by or provided for in
the Subcontract, and, in the cases only of a test under load or of a
test to ascertain whether the design of any finished or partially
finished portion of the Work is appropriate for the purpose which it
was intended to fulfill.
7.8.3 Should the Work or any portion of the Work be rejected by
Contractor, the cost of making additional tests required to prove the
fitness of repairs to or replacement of the rejected Work shall be
borne by Subcontractor.
7.8.4 Any test shall, if required by Contractor and/or, Employer, be
repeated within reasonable time, the cost of such repeated test shall
be borne by Subcontractor. Upon completion of the Work, the
Subcontractor shall at his own expense remove from the Site all
Subcontract Equipment and temporary work remaining thereon and
any unused materials provided by Subcontractor, and to clean up
the work site so as to have the completed Work ready for delivery to
the Contractor.
Prior to the delivery of the completed Work to Contractor,
Subcontractor shall be solely responsible for any damage or loss
caused to the Work under this Subcontract.
8 Commencements and Completion
8.1 Commencement of Subcontract Works
The Contractor shall give the Subcontractor not less than 7 days'
notice of the Subcontract Commencement Date.
The Subcontractor shall commence the execution of the Subcontract
Works as soon as is reasonably practicable after the Subcontract
Commencement Date, and shall proceed with the Subcontract
Works with due diligence and without delay in accordance with the
current Subcontract Programme.
8.2 Subcontract Time for Completion

29

The Subcontractor shall complete the Subcontract Works in

accordance with Sub-Clause 10.1 [Completion of Subcontract Works]
within the Subcontract Time (Described in Annex 3.Padma River
HDD Crossing Project Pipeline Fabrication Execution Schedule-Rev.1
) for Completion
8.3 Extension of Subcontract Time for Completion
The Subcontractor shall be entitled to an extension of the Subcontract Time for
Completion if and to the extent that completion of the Subcontract Works is delayed
the Cause of delay which would give the Contractor an entitlement to extension of
time under the Main Contract.
Only after the Employer extends the time for completion, the Contractor maybe give
to Extension of Subcontract Time for Completion.
The Subcontractor shall not be entitled to additional payment for any extension of
time.
If the duration of the Project period is prolonged by reason of the subcontractor, even
if the Employer has extended the time for completion, the Subcontractor shall pay the
Contractor the management fee for the extension of time at the rate of the Contractor's
salary standard.
8.4 Subcontract Programme
The Subcontractor shall submit a detailed programme for the
execution of the Subcontract Works to the Contractor within 7 days
of receipt of the Contractors Instruction.
Provided that if, at any time:
() actual progress is too slow to complete within the Subcontract
Time for Completion, and/or
()
progress has fallen (or will fall) behind the Subcontract
Programme.
other than as a result of a cause listed in Sub-Clause 8.3 [Extension
of Subcontract Time for Completion], then Contractor may issue a
Contractor's Instruction requiring the Subcontractor to submit an
updated programme and supporting report describing the revised
methods which the Subcontractor proposes to adopt in order to
expedite progress and complete the Subcontract Works within the
Subcontract Time for Completion. Unless the Contractor notifies
otherwise, the Subcontractor shall adopt these revised methods,
30

which may require increases in the working hours and/or in the

numbers of Subcontractor's Personnel and/or Subcontract Goods, at
the risk and cost of the Subcontractor. If these revised methods
cause the Contractor to incur any additional Cost, the Contractor
shall, subject to Sub-Clause 3.3 [Contractor's Claims under the
Subcontract], be entitled to deduct this Cost from the Subcontract
Price.
8.5 Subcontract Progress Reports
If required by the Contractor, the Subcontractor shall prepare and submit daily,
weekly, monthly progress reports to the Contractor. Each report shall be submitted
before the due date for submission of the Contractor's progress report under the Main
Contract, which due date shall be notified to the Subcontractor by the Contractor.
All the materials, Subcontract Equipment and labor to be provided by the
Subcontractor under this Subcontract and the manner and speed of execution and
maintenance of the Work are to be conducted in a manner to the satisfaction of
Contractor. Should the rate of progress of the Work or any part thereof be at any time
too slow in the opinion of Contractor, Contractor may so notify the Subcontractor.
The Subcontractor shall reply to the written notice giving details of the measures
(including, but not limited to additional staff, equipment, working hours at its own
cost).
8.6 Suspension of Subcontract Works by the Contractor
The Contractor may at any time issue a Contractor's Instruction requiring the
Subcontractor to suspend progress of part or all of the Subcontract Works. The
Subcontractor shall not suspend progress of part or all of the Subcontract Works
unless and until required to do so by a Contractor's Instruction.
Upon receiving any such notice of suspension, Subcontractor shall promptly suspend
further performance of the Work to the extent specified, and during the period of such
suspension shall properly care for and protect all Work in progress and materials,
supplies, and equipment Subcontractor has on hand for performance of the Work. The
Subcontractor shall not be reimbursed any additional cost resulting from such
suspension. Due to the reasons for the suspension of Subcontractors, Subcontractor
shall be responsible for the loss to the contractor.
8.7 Subcontract Damages for Delay
If the Subcontractor fails to comply with Time for Completion, he
shall pay delay damages to the Contractor for this default.
Contractor may, without prejudice to any other right or remedy
available to Contractor, recover from the Subcontractor by way of
31

penalty, and without prior notice from Contractor to Subcontractor,

a sum equivalent to 1% (one percent) of the Main Contract Price for
each Day of delay or part thereof beyond the milestone date .In
case cumulative penalty under the Subcontract exceeds 10% of the
Main Contract Price, Contractor shall terminate the Subcontract and
claim for damages.
8.8 Rejected Work
8.8.1 Rejection by Contractor of any or all parts of defective Work for failure to
conform to this Subcontract shall be final and binding. Such rejected Work shall be
promptly corrected or replaced by Subcontractor at Subcontractor's expense. If
Subcontractor fails to commence and diligently continue correction or replacement of
such rejected Work within five (5) days after receipt of written notice from Contractor
to correct or replace the rejected Work, Contractor may at their option remove and
replace the rejected Work, and Subcontractor shall promptly reimburse Contractor for
the costs of such removal and replacement of defective Work.
8.8.2 The Subcontractor shall, if required by Contractor in writing, search under the
directions of Contractor for the cause of any defect, imperfection or fault appearing
during the program of the Work or in the Defects Notification Period.
The cost of the work carried out in searching as aforesaid shall be borne by the
Subcontractor and he shall in such case repair, rectify and make good such defect,
imperfection or fault at his own expense.
9 Tests on Completion
9.1 Subcontractor Tests on Completion
Insofar as the Subcontract specifies Subcontract Tests on
Completion, the Subcontractor shall give reasonable notice to the
Contractor of the date after which he shall be ready to carry out
each of these tests in accordance with Main Contract [Tests on
Completion]. If the Subcontract Works fail to pass the Subcontract
Tests on Completion, the Subcontractor shall as soon as practicable
repeat the tests under the same terms and conditions as specified in
the Subcontract until the tests are passed at its own cost.
9.2 Main Contract Tests on Completion
Insofar as the Subcontract specifies or makes express to Main
Contract Tests on Completion, Main Contract [Tests on Completion]
shall apply. Save that the Subcontractor shall comply with this SubClause in good time to enable the Contractor to comply with his
32

obligations in respect of the Tests on Completion under the Main

Contract.
10 Completion and Taking-Over the Subcontract Works
10.1 Completion of Subcontract Works
Completion of the Subcontract Works shall be achieved when:
(a) these works have been completed in accordance with the
Subcontract except for any minor outstanding work and defects
which will not substantially affect the use of the Subcontract Works
for their intended purpose;
(b) these works have passed the tests on completion specified in
the Subcontract (if any); and
(c) if required by the Subcontract Specification, the "as-built"
documents and operation and maintenance manuals in respect of
the Subcontract Works have been submitted by the Subcontractor.
10.2 Testing, Commissioning
The Subcontractor shall be responsible for Pressure Test, Commissio
ning, and supply the personnel, all raw materials, utilities, lubricants
, water, chemicals, catalysts, facilities, services ,other matters requir
ed for the above such work in accordance with the requirements of t
he Contractor at its own cost.
10.3 As-built documents
The Subcontractor shall prepare, and keep up-to-date, a complete set of as-built
records of the execution of the Works, showing the exact as-built locations, sizes and
details of the work as executed. These records shall be kept on the Site and shall be
used exclusively for the purposes of this Sub-Clause. Copies shall be supplied to the
Contractor prior to the commencement of the Tests on Completion according to the
requirements of the Employer.
In addition, the Subcontractor shall supply to the Contractor as-built drawings of the
Works, showing all Works as executed, and submits them to the Engineer for review.
The Subcontractor shall obtain the consent of the Engineer as to their size, the
referencing system, and other relevant details.
Prior to the issue of Completion Certificate the Subcontractor shall supply to the
Contractor the specified numbers and types of copies of the relevant as-built
drawings, in accordance with the Employers Requirements. The Works shall not be

33

considered to be completed for the purposes of taking-over until the Contractor has
received these documents.
10.4 Taking-Over by the Contractor
The Contractor shall not issue the Completion Certificate to the Subcontractor before
taking-over of the Main Works by the Employer.
10.4 Surface Requiring Reinstatement
Except as otherwise stated in Operational Acceptance Certificate, a
certificate for a Section or part of the Subcontract Works shall not be
deemed to certify completion of any ground or other surfaces
requiring reinstatement.
The Subcontractor shall perform surface reinstatement in
accordance with the obtained road cutting permit(s). Reinstatement
of surface in forms of asphalt (wearing course) will be performed by
the road authorities at the cost of Subcontractor.
The Subcontractor shall be responsible for Land Restoration at its
own cost to reach the original state and achieve satisfactory of the
landowners or government sector.
11 Defects Liability
11.1 All work referred to in Main Contract Clause [Defects Liability] shall be
executed at the risk and cost of the Subcontractor, if and to the extent that the work is
attributable to:
() Subcontract Plant, the materials or workmanship of the Subcontract Works not
being in accordance with the Subcontract; or
() failure by the Subcontractor to comply with any other obligation under the
Subcontract.
11.2 The Subcontractor shall do all the work and supply all
replacement materials and equipment at his own cost including the
cost of timely transport of materials and equipment to Site if the
need for the work is due to poor workmanship or to faulty materials,
plant, equipment or process supplied by the Subcontractor or to the
use of materials or equipment not in accordance with the
Subcontract Specifications or to neglect or failure of the
Subcontractor to comply with any obligation.
11.3 In the event Subcontractor has been notified of any defects in
the Work and fails to promptly and adequately correct such defects,
34

Contractor shall have the right to correct or to have such defects

corrected for the account of Subcontractor, and Subcontractor shall
promptly pay Contractor the costs incurred by Contractor in
correcting such defects.
11.4 During the Defect Notification Period the Work shall remain in
as good and perfect a condition as it was at the beginning of the
Defects Notification Period, and all plant, machinery, equipment,
things or processes shall continue to perform or operate (fair wear
and tear excepted) during the period of guarantee in accordance
with the Subcontract to the satisfaction of Contractor. The
Subcontractor shall do all repair, amendment, reconstruction,
rectification and making good of defects, imperfections, shrinkages
and settlements, including where necessary the repair or, if repair
proves impossible, the replacement of any plant, machinery,
equipment, materials or process, which Contractor requires of the
Subcontractor in writing during or within ten (10) days after the
expiration of the period of guarantee as a result of any inspection
made during the period of guarantee.
The Work completed by the Subcontractor shall strictly comply with
the provisions of this Subcontract, shall be first-class in every
respect and shall be free from defects. Workmanship furnished by
Subcontractor and the Work when completed shall be operating
effectively in accordance with the design criteria and Specifications
under this Subcontract. All materials, equipment and supplies
furnished by Subcontractor for the Work shall be new,
merchantable, of the most suitable grade and fit for their intended
purposes. Subcontractor shall upon receipt of written notice of such
defect promptly furnish, at no cost to Contractor, all labor, services,
equipment and materials at the jobsite necessary to correct such
defect and cause the Work to comply fully with the foregoing
requirements.
11.2 Subcontract Defects Notification Period
11.2.1 The Subcontract Defects Notification Period shall be 365 days
after completion of last Section of the Main Works.
11.2.2 Insofar as a defect or damage in the Subcontract Works
attributable to a Subcontractor default gives rise to an extension of
any Defects Notification Period under Main Contract, and this
extension causes the Contractor to incur any additional Cost, the
Contractor shall, subject to Sub-Clause 3.3 [Contractor's Claims in
35

connection with the Subcontract], be entitled to deduct this Cost

from the Subcontract Price.
11.2.3 If Defects Notification Period under the Main Contract is
extended for the Works or a Section if and to the extent that the
Subcontract Works, Section or a major item of Plant (as the case
may be) cannot be used for the purposes for which they are
intended by reason of a defect or by reason of damage attributable
to the Subcontractor.
12 subcontract price and payment
12.1 The Subcontract Price
12.1.1 Subcontractor shall be bound to keep all prices set forth in the Subcontract
except Sub-Clause 12.1.2.1, 12.1.2.2 & 12.1.2.3, herein, forming the basis of the
Subcontract Price, firm and fixed without escalation on any ground whatsoever until
completion of entire work under the Subcontract, subject to adjustments for
Subcontract Variations made by Contractor only in SN 3-3, 3-4 & 3-7 of the Scope
Work.
12.1.2.1 The Subcontract Variations means the replacement of pipes required exceed
five numbers line pipes in the SN 3-3 of the Scope Work at the rate of Taka
3015,000.00 per Metermeter.
12.1.2.2 The Subcontract Variations means the welding of new pipeline (350 meter) to
existing pipeline above the land at site exceeds by 10% or 35 meter in the SN 3-4 of
the Scope Work at the rate of Taka 25,000.00 per meter.
12.1.2.3 The Subcontract Variations means dig out existing pipeline (300 meter)
exceeds by 10% or 30 meter in the SN 3-7 of the Scope Work at the rate of
Taka
15,000.00 per meter

Notwithstanding the above provisions, if the Employer does not give cost of the
Variation, the Contractor will not give the corresponding cost of the Variation to
Subcontractor.
No change made necessary because of any default of the Subcontractor in the
performance of its obligations under the Subcontract shall be deemed to be a
Variation, and such Variation shall not result in any adjustment of the Subcontract
Price or the Time for Completion.
12.1.3 The Subcontract Price contains all taxes and fees required by the law of the
Peoples Republic of Bangladesh. The Subcontractor shall be solely responsible for
36

making payment of all such taxes, duties, levies, ceases and fees including but not
limited to the Income Tax, Individual Income Tax, Value Added tax, Custom duty to
the related Authorities of Bangladesh and Contractor shall have no liabilities
whatsoever. Amounts to be paid by Contractor to Subcontractor under this
Subcontract are gross amounts including all withholding taxes required by
government and the Subcontractor should be responsible for paying such amount to
the government authority.
12.2 Payment
The schedule of payment will be given in the Appendix

hereto.

12.2.1 Subcontract Advance payment

The Contractor shall make an advance payment when the Subcontractor submits an
advance payment guarantee (Described in Annex ).The total advance payment shall
be 10% of the Subcontract Price. The amount and currency of the advance payment
guarantee shall be equal to the advance payment. The Contractor shall have no
obligation to make payment to the Subcontractor unless and until the Subcontractor
submits the advance payment guarantee.
The Subcontractor shall ensure that this guarantee is valid and enforceable until the
advance payment has been repaid, but its amount may be progressively reduced by the
amount repaid by the Subcontractor as deductions in payments otherwise due.
The advance payment shall be repaid through percentage deductions in interim
payments made to the Subcontractor under in the Appendix
12.2.2 Retention Money
5% (five percentages) of the Subcontract Price shall be as Retention Money for this
Subcontract. Retention Money will be released after 30 days Subcontractor submit the
Warranty Guarantee which the amount be equal to the Retention Money (Described in
Annex ).The Subcontractor shall ensure that this guarantee is valid and enforceable
until the expiration of the Defects Notification Period under the Main Contract.
12.2.3 Requirements for Payment to Subcontractor
12.2.3.1 All the payment shall be valued and be paid in BDT.
12.2.3.2 Any defect happened due to Subcontractors reason; Contractor shall inform
Subcontractor to rectify within seven (7) days in writing. Failing to follow
Contractors instructions, Contractor has the right to rectify the defect by the third
parties. The relevant cost will be deducted from Subcontractors account.

37

12.2.3.4 No payment of invoices or portions thereof shall at any time constitute

approval or acceptance of the Subcontract Work under this Subcontract, nor be
considered to be a waiver by Contractor of any of the terms of this Subcontract.
12.2.3.4 Any amounts payable under the Subcontract may be withheld or deducted, in
whole or in part, if:
(a)Any claims are filed against Subcontractor by Contractor or Employer,
(b)Or third parties, or if reasonable evidence indicates the probability of filing any
such claims; or
(c)Subcontractor is in default of any Subcontract condition; or
(d)There is reasonable doubt that this Subcontract can be completed within the time
specified or for the balance then unpaid; or
(e) Payment application does not meet the requirements of the finance department the
Contractor.
Contractor will pay such withheld payments if Subcontractor
(a)pays, satisfies or discharges any claim of Contractor, Employer, or third party
against Subcontractor arising out of or in any way connected with the Subcontract; or
(b) Cures all defaults in the performance of the Subcontract.
12.2.3.5 Subcontractor shall show in each application for payment quantities. Only
the approved and confirmation quantities by Contractor and Employer can be used for
the payment calculation purpose.
13. Operational Acceptance Certificate
Operational Acceptance Certificate applicable to the Subcontract
Works shall be that which is issued by the Employer under the Main
Contract. Performance of the Subcontractor's obligations shall be
considered to have been completed until the Employer has issued
the Operational Acceptance Certificate to the Contractor, and the
date stated in the Operational Acceptance Certificate on which the
Contractor's obligations under the Main Contract were completed
shall be the date upon which the Subcontractor's obligations under
the Subcontract were completed. Immediately upon receipt of the
Operational Acceptance Certificate from the Employer, the
Contractor shall forward a copy to the Subcontractor.
14. Subcontractor's Risk and Indemnities
38

The Subcontractor shall have full responsibility for the care of the
Subcontract Works from the Subcontract Commencement Date until
the Subcontract Works have been taken-over when responsibility for
the Subcontract Works shall pass to the Employer or the Contractor,
respectively. Provided that, after responsibility has so passed to the
Employer or the Contractor, the Subcontractor shall:
take responsibility for the care of any work which is outstanding on
the date of taking-over until this outstanding work has been
completed;
be liable for any loss or damage caused by any actions performed
by the Subcontractor; and
be liable for any loss or damage which occurs and which arose from
a previous event for which the Subcontractor was liable.
If any loss or damage happens to the Subcontract Works during the
period when the Subcontractor is responsible for their care, from
any cause which is the responsibility of the Subcontractor, the
Subcontractor shall without delay rectify the loss or damage at his
risk and cost, so that the Subcontract Works conform with the
Subcontract.
The Subcontractor shall indemnify and hold harmless the Contractor
against and from all claims, damages, losses and expenses
(including legal fees and expenses) in respect of those matters.
15 Termination of the Main Contract and Termination of the
Subcontract by the Contractor
15.1 Termination of Main Contract
If the Main Contract is terminated or the Contractor and/or the
Employer is released from performance of the Main Contract, then
the Contractor may by notice to the Subcontractor terminate the
Subcontract immediately, save where he is required to assign the
Subcontract to the Employer in accordance with sub-paragraph (b)
of Sub-Clause 5.1[Assignment of Subcontract].
Within 7 days after the date the Employer returns the Performance
Security under the Main Contract, which date shall be promptly
notified to the Subcontractor by the Contractor, or within 28 days
after a notice of termination under this Sub-Clause has taken effect,
whichever is earlier, the Contractor shall return the Subcontract
Performance Security to the Subcontractor, unless the Main Contract
39

has been terminated as a consequence of any breach of the

Subcontract by the Subcontractor.
15.2 Valuation at Date of Subcontract Termination
As soon as practicable after a notice of termination under Subclause 15.1[Termination of Main Contract] or Sub-Clause 15.6
[Termination of Subcontract by the Contractor] has taken effect, the
Contractor shall promptly evaluate the Subcontract Works
,Subcontract Goods and Subcontractor's documents, and any other
sums due to the Subcontractor for work executed in accordance
with the Subcontract whether on or off the Site.
The Contractor shall give notice, with supporting particulars, to the
Subcontractor of this evaluation.
15.3 Payment after Termination of Main Contract
If the termination of the Subcontract arises from termination of the
Main Contract or from the release of performance by the contractor
and/or Employer of the Main Contract under Main Contract, the
following shall be due and payable to the Subcontractor, insofar as
these amounts or Costs have not been covered by payments
already made to the Subcontractor.
(a) the value of the Subcontract Works, Subcontract Goods and
Subcontractor's Documents, and any other sums due to the
Subcontractor for work executed in accordance with the
Subcontract, as evaluated in accordance with Sub-Clause
15.2[Valuation at Date of Subcontract Termination];
(b) the Cost of removal of the Subcontractor's Equipment and
temporary works from the Site and, if required by the Subcontractor,
return thereof to the Subcontractor in his country, or to any other
destination at no greater cost;
If the Main Contract has been terminated under Main Contract
Clause [Termination by Employer], unless the Main Contract has
been terminated as a consequence of any breach of the Subcontract
by the Subcontractor, then payment by the Contractor of any of
these amounts or Costs shall be due immediately after termination
of Subcontract.
15.4 Termination of
subcontractor Breach

Main

Contract

40

in

Consequence

of

If the Main Contract is terminated as a consequence of any breach

of the Subcontract the Subcontractor, the Subcontractor shall be
entitled to payment of:
(a) the value of the Subcontract Works, Subcontract Goods and
Subcontractor's Documents, and any other sums due to the
Subcontractor for work executed in accordance with the
Subcontract, as evaluated in accordance with Sub-Clause15.2
[valuation at Date of Subcontract termination], insofar as this value
has not already been covered by payments made to the
Subcontractor;
Less
(b) any amounts recovered by the Employer from the Contractor
under Main Contract Clause 15.4[ Payment after Termination] in
respect of any extra Cost in executing, completing and remedying of
any defects, damages for delay, and all other costs incurred by the
Employer in completion of the Subcontract Works;
And less
(c) any losses and damages incurred by the Contractor and/or any of
his other subcontractors as a result of termination of the Main
Contract.
Provided that this payment by the Contractor shall not become due
until after the amounts under sub-paragraph (b) above have been
ascertained under the Main Contract, which amounts shall be
promptly notified to the Subcontractor by the Contractor.
If the amount of sub-paragraph (a) above is less than the aggregate
sum of the amounts of sub-paragraphs (b) and (c) above, the
Contractor Shal1 be entitled to recover the balance from the
Subcontractor.
15.5 Notice to Correct under the Subcontract
If the Subcontractor fails to carry out any obligation under the Subcontract, the
Contractor may by notice require Subcontractor to make good the failure and to
remedy it within a reasonable time specified by the Contractor. If the remedy does not
satisfy the Contractor, Contractor may directly deduct the cost from the payment.
15.6 Termination of Subcontract by the Contractor

41

The Contractor shall be entitled to terminate the Subcontract,

without prejudice to any other rights or remedies under the
Subcontract or otherwise, if any one or more of the events or
circumstances set out in sub-paragraphs (a) to (t) inclusive of Main
Contract clause 15.2 [Termination by Employer] are applicable to
the Subcontractor`s performance under the Subcontract.
in any of events or circumstances the Contractor may, upon giving
14 days' notice to the Subcontractor, terminate the Subcontract and
expel the Subcontractor from the Site .In lieu of terminating the
Subcontract, the Contractor may take part only of the Subcontract
Works out of the hands of the Subcontractor and may execute and
complete, or have executed and completed by others, this part of
the Subcontract Works. In this event the Contractor may recover his
Cost of so doing from the Subcontractor.
If the Contractor terminates the Subcontract in accordance with this
Sub-Clause the Subcontractor shall be entitled to payment of:
the value of the Subcontract Works, Subcontract Goods and
Subcontractor's Documents, and any other sums due to the
Subcontractor for work executed in accordance with the
Subcontract, as evaluated in accordance with Sub-Clause 15.2
[Valuation at Date of Subcontract Termination], insofar as this value
has not already been covered by payments made to the
Subcontractor;
less
the amount of any losses and damages incurred by the Contractor
and any extra Cost in executing, completing and remedying of any
defects, damages for delay, and all other costs incurred by the
Contractor in completion of the Subcontract Works.
Provided that this payment by the Contractor shall not become due
until after the amount under sub-paragraph ()above has been
ascertained.
If the amount of sub-paragraph () above is less than the amount of
sub-paragraph () above, the Contractor shall be entitled to recover
the balance from the Subcontractor.
Provided that noting in this Sub-Clause shall affect the right of either
Party to receive payment in respect of any breach of the

42

Subcontract committed by the other Party prior to the termination,

or any other right to payment specified under the Subcontract.
16 Termination by the Subcontractor
16.1 Termination by Subcontractor

If the Contractor or the Employer becomes bankrupt or insolvent, goes into

liquidation, has a receiving or administration order made against him, compounds
with his creditors, or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which (under applicable
Laws) has a similar effect to any of these acts or events;
Then the Subcontractor may upon giving notice to the Contractor, without prejudice
to any other rights or remedies under the Subcontract or otherwise, terminate the
Subcontract.
16.2 Payment on Termination by Subcontractor
After a notice of termination under Sub-Clause 16.2 [Termination by Subcontractor]
has taken effect, the Contractor shall promptly:
Pay the Subcontractor the amounts and Costs set out in sub-paragraphs (a) to (b) of
Sub-Clause 15.3 [Payment after Termination of Main Contract] insofar as these
amounts or Costs have not been covered by payments already made to the
Subcontractor.
Provided that noting in this Sub-Clause shall affect the right of either Party to receive
payment in respect of any breach of the Subcontract committed by the other Party
prior to the termination, or any other right to payment under the Subcontract
17 Subcontract Liability
17.1 Neither Party shall be liable to the other Party for loss of use of
any Subcontract Works, loss of profit, loss of any contract or for any
indirect or consequential loss or damage which may be suffered by
the other Party in connection with the Subcontractor other than
under Clause 15[Termination of the Main Contract and Termination
of the Subcontract by the Contractor], Sub-Clause 14 [The
Subcontractor's Risks and Indemnities].
17.2 Subcontractor shall, at all times, indemnify the Contractor and Employer against
all liabilities and claims including, but not limited to liabilities to others (including the
representatives, employees, servants, agents and officers of Employer, Contractor and
Subcontractor) for bodily injury, damage to property or other direct loss that may arise
out of or in consequence of the execution and completion of the Subcontract or the
43

performance of the Subcontract, and against all claims, suits, actions, legal and other
proceedings, demands, damages, liabilities, interest, attorney fees, costs, charges, and
expenses that may arise out of or in connection therewith.
17.3 Subcontractor shall bear and pay all expenses including, for the avoidance of
doubt, legal costs incurred by Contractor in responding to and defending all such
claims, demands and actions. Subcontractor shall bear and promptly pay all penalties,
interest, damages, claims and liabilities imposed, claimed or levied or assessed against
Contractor, the subsidiaries, directors, officers, employees, agents, authorized
representatives, successors, assigns and against all other persons claiming by through
or under Contractor.
17.4 The amount of these expenses may be deducted from any payment due or which
may become due to the Subcontractor under the Subcontract or other securities posted
by the Subcontractor whichever is convenient to the Contract
17.5 When Contractor considers Subcontractor delaying the Schedule for performance
of the Work or Subcontractor fails to perform any of its responsibilities and
obligations under this Subcontract, or Subcontractor fails to remedy the defects in
the Project, Contractor will give the notice to Subcontractor and Subcontractor
shall take measures to expedite the progress or take remedy actions as soon as
possible within seven (7) days from the date of notice by Contractor.
If Subcontractor could not take any action within seven (7) days or take the action
which is not satisfied by Contractor, Contractor shall have the right to arrange the
whole or part of the subcontract work to be carried out by a third party, at the cost and
risk of the Subcontractor. Such decision of Contractor will be final and binding on
Subcontractor.
In case that Contractor has to have arrange the Work or any portion of the Work to be
performed by any another qualified subcontractor, the cost of such Work or any
portion of the Work shall be borne by the Subcontractor. Moreover, if the subcontract
price of another subcontractor is higher than the Subcontract Price, then Subcontractor
shall reimburse for the difference amount to Contractor.
The Contractor shall be entitled to deduct the money from the payment which will be
paid to Subcontractor or from the Retention Money. The Contractor also has the right
to claim against the advance payment guarantee in whole or in part as may be deemed
advisable by Contractor.
If there is no money to be deducted, such amount or money shall be a debt due to the
Contractor from the Subcontractor and the Subcontractor shall pay the debt within
thirty (30) Days upon receipt of notice from Contractor.

44

The work schedule shall be subject to changes by Contractor as per the actual
progress and the approval of Employer or Engineer. Any such recovery of penalty or
remedy enacted by Contractor shall not relieve the Subcontractor from any his
obligations/liabilities under the Subcontract.
18 Subcontract Insurances
18.1 The Subcontractor shall at its expense effect and maintain insurances of its
worksmen & equipments in Sub-clause 18.2. , required by the Main Contract for the
Project during the performance of the Subcontract. The identity of the insurers and the
form of the policies shall be subject to the approval of the Contractor and
EmployerThe identity of the insurers and the form of the policies shall be as per the
prescribed format of Insurance Company subject to the approval of the Contractor and
Employer.
18.2 The Subcontractor shall also provide the following insurances:
18.2.1 Insurance for Subcontractors Personnel
The Insurance shall cover Subcontractor, and its personnel, against liability for
claims, damages, losses and expenses (including legal fees and expenses) arising from
injury, sickness, disease or death of any person employed by Subcontractor or any
other of Subcontractors personnel, except that this insurance may exclude losses and
claims to the extent that they arise from any act nor neglect of Subcontractor or of
Subcontractors personnel.
The insurance shall be maintained in full force and effect during the whole time that
these personnel are assisting in the execution of the Work.
When the Subcontractor does not take out Insurance for its Personnel, the
Subcontractor agrees to hold Contractor, Employer harmless from and against any
risk which should be or should have been covered by the said Insurance for
Subcontractors Personnel.
18.2.2 Insurance for Subcontractors Subcontract Equipment
Subcontractor shall insure its Subcontract Equipment for not less than the full
replacement value, including delivery to Site. For each item of Subcontract
Equipment, the insurance shall be effective while it is being transported to the Site
and until it is no longer required as Subcontract Equipment.
18.2. 3 Insurance against Injury to Persons and Damage to Property
Subcontractor shall insure against its liability for any loss, damage, death or bodily
injury which may occur to any physical property or to any person (except persons
insured under Insurance for Subcontractors Personnel), which may arise out of
45

Subcontractors performance of the Subcontract and occurring before expiry of

Defects Notification Period.
The minimum amount of such third party insurance shall be US$ 15 0.2 million.
18.2. 4 Automobile Insurance
In the event of the use of any automobile in connection with the execution of the
Work, there shall be Automobile Insurance Liability Policies of automobile insurance
provided by Subcontractor and shall be according with Bangladesh Law and
regulations and cover all owned, non-owned and hired vehicles and equipment.
In the event that a claim is made that is greater than recoverable from insurance,
Subcontractor shall pay for such excess to its account and Subcontractor indemnifies
and holds harmless and defends Contractor, Employer, Engineer and their officers,
employees, agents and representatives, from and against such excess accordingly.
18.2. 5 Subcontractor, Vendor and Supplier Required Insurance
Subcontractor shall cause each Vendor of any tier to maintain similar insurance when
applicable in respect of the Subcontract Work.
The Subcontractor shall provide and maintain in force at its own sole cost during the
execution of the project and defect notification period for the above mentioned
insurances.
18.3 Subcontractor shall provide evidence to Contractor and Employer seven (7) days
prior to the commencement of the Work that the insurances required to be provided by
Subcontractor under this Subcontract and have been effected and in full force.
19 Subcontract Force Majeure
19.1 The provisions of Main Contract [Force Majeure] shall apply to the Subcontract.
19.2 The occurrence of force majeure shall not entitle Subcontractor to any additional
compensation whatsoever but Subcontractor shall be entitled to additional time for the
completion of Work regarding the Employers solution to Contractor.
19.6 3 The occurrence of any weather conditions or any consequence thereof shall not
be considered a force majeure, unless such weather condition is proven to be more
severe than the worst conditions encountered at the affected location at any time
within ten (10) years immediately preceding signature of Subcontract.
20 Notices, Subcontractor's Claims and Disputes
20.2 1 Subcontractor's Claims

46

The Subcontractor shall not have any right to make any claim against the Contractor.If
for any reason attributable to the Contractor the Subcontractor be delayed,
idled or placed on standby then Time for Completion will be extended by an
equivalent time but the Subcontractor will not be entitled to claim any
compensation for its equipments and manpower.

20.4 2 Subcontract Disputes

Any disputes which may arise between the Parties, out of or in connection with this
Subcontract, including any question regarding its existence, the breach, termination or
validity hereof shall be amicably settled by negotiation between the Parties. If the
dispute is not resolved through negotiation between the Parties, within fifty-six (56)
days after the giving of notice of a dispute by one Party to the other, the Parties agree
that the dispute shall be submitted to Singapore International Arbitration Centre in
accordance with its arbitration rules when the Notice of Arbitration is submitted. The
arbitration proceedings shall be conducted and the award shall be rendered in English.
The decision of the SIAC shall be accepted as final and binding upon both parties. All
costs of arbitration shall be borne by the Parties as determined by the arbitration
tribunal.
Resorting to Arbitration shall not relieve either party from its duties, obligations or
undertaking under the Subcontract. Each Party shall continue to perform its respective
contractual obligations during the arbitration proceedings, with the exception of the
substantive dispute matter under arbitration.

47