Conditions Of ContractIndex1)Definitions2)Inspection of Site3)Time for Completion4)Liquidated and Ascertained Damages5)Payment6)Defect Liability Period7)Employer's and Building Owner's Indemnity8)Insurance Against Injury to Persons and Property9)Insurance of the Works Against fire, etc10)Insurance Against Injury of Workmen11)Statutory Obligations12)Variations13)Water and Electricity Supplies14)Avoidance of Nuisance Due to the Works15)Programmer of Works16)Termination of the Contract17)Design, Materials and Workmanship18)Tests19)As-Build Drawings and Records20)Contractor's obligation21)CorrespondencesConditions Of Contract1)DEFINITIONSFor the context of this contract, the following terms shall have the definitions as below:Building Owner :All legal owners and/or Incorporated Owners ofthe PremisesEmployer : China Merchant Americold LtdContractor : The person, firm or company appointed tocarry out the Works of this contract includinghis heirs, executors or administrators.Premises : Hutchison Logistics Centre, Container Port 4,Kwai ChungThe Works : All works required as stipulated in the cope ofWorks, Specification, Drawings and Scheduleof Rates in relation to this Contract.2)INSPECTION OF SITEThe Contractor is required to visi (the site and verify the exact scope, nature and quality of the Works including all relevant information included in this document and allow all necessary for the carrying out of the Works in the Tender sum. Site visit can be arranged by advance appointment with the Project Manager.3)TIME FOR COMPLETIONa)The anticipated Date for Commencement and Date forCompletion of the Works are late November 2012 and before End of February 2013)but is subject to written confirmation by the Employer. No adjustment to the Contract Sum will be made if the date is different.b)The Works is to be completed withir~90 calendar days>rom andincluding the Date of Commencement of the Works."-c)Working hours shall follow the relevant clauses stated in theScope of Work. The contractor shall allow everything necessary including overnight and overtime work to comply with such working hours restriction and no claim for extra time or cost shall be raised in this respect.d)The Project Manager will issue a Certificate of PracticalCompletion upon the satisfactory completion of the Works.4)LIQUIDATED AND ASCERTAINED DAMAGESLiquidated and Ascertained Damages in the amount of HK$20,000.00 per calendar day for non-completion of the Works within the time for completion as stated in Clause 3 shall be applied to this Contract.5) PAYMENT（付款）a)Payment terms shall be follow as belowUpon Countersigning the Letter of Award : 0%Upon Arrival of Site of All Major Materials : 30%Upon Completion of the Works: 95%Upon Expiry of the Defect Liability Period and making good alldefects, whichever is later : 5%The Employer’s interest in any amounts so retained shall befiduciary as beneb)Should the Contractor's work cannot comply with theperformance requirement stated in the contract documents,the Employer is entitled to deduct any money due or becomedue to the contractor.6) DEFECTS LIABILITY PERIODThe Defects Liability Period for the Works shall be twelve monthscommencing from the date of completion of the Works.During the Defects Liability Period, the Contractor will, if calledupon so to do, keep his work in repair or make good any faultywork at his own expense within a period specified by theEmployer. Should the Contractor fail to perform any remedialworks within the time specified by the Employer, the Employerreserves the right to carry out the rectification works himself anddeduct such costs from any payment due to the Contractor.7)EMPLOYER'S AND BUILDING OWNER'S INDEMNITYa)The Contractor shall be liable fro and shall fully indemnify theEmployer and the Building Owner against any expenses, liability, loss, claim, or proceedings whatsoever arising under any statute or at common law in respect of personal injury to or the death of any person whomsoever arising out of or in the course of or caused by the carrying out of the Works, expect to the extent that the same was due to any act or neglect of the Employer, the Building Owner or of any person for whom the Employer and the Building Owner is responsible.b)The Contractor shall be liable for and shall fully indemnify theEmployer and the Building Owner against any expense, liability, loss, claim or proceedings in respect of any loss or damage whatsoever to any property real or personal (including the existing structure together with all the contents thereof owned by the Building Owner &/or Employer or for which they are responsible for) in so far as such loss or damages arises our of or in the course of or by reason of carrying out of the Works, except to the extent that the same was due to any act or neglect of the Employer, the Building Owner or any person for whom the Employer and the Building Owner is responsible.c)From the commencement to the completion of the Works theContractor shall take full responsibility for the care of any work contained therein and in the case that any damage, loss or injuryshall happen to any work contained therein or to any part thereof from any cause whatsoever, the Contractor shall at his own cost repair and make good the same.8)INSURANCE AGAINST INJURY TO PERSONS AND PROPERTYa)Without limiting the Contractor's obligations and responsibilities ofindemnifying the Employer and Building Owner under Clause 7 of these Conditions, the Contractor shall effect and maintain for the benefit of and in the joint names of the Employer, Building Owner, the Contractor and Sub-contractors of any tier a Third Party Liability Insurancei.to cover the liability in respect of personal injuries ordeaths arising out of or in the course of or caused by thecarrying out the Works, andii.to cover the liability in respect of loss or damage to any property real or personal (including the existing structurestogether with all the contents thereof owned by theBuilding Owner &/or Employer or for which they areresponsible for) arising out of or in the course of or byreason of the carrying out of the Works.Notwithstanding that the liability to indemnify the Employer and the Building Owner is absolute, the limit of the Third Party Liability Insurance Policy shall not be less than HK$20,000,000.00 per any oneaccident and unlimited in the aggregate for any one period of insurance. Such insurance policy shall contain a "Cross Liability Clause" and shall be placed with insurers to be approved by the Employer, such approval shall not be unreasonably withheld.b)The Contractor shall bear the cost of all excesses (deductibles),exclusions or limitations applying under the said policy/policies (in so far as they concern risks for which he is responsible under the terms of the Contract) whether in respect of claims made against the Employer, the Building Owner, the Contractor, its sub-contractors of any tier or their employees or agent. The Employer may deduct any amounts payable by the Contractor under this clause from any monies due or which may become due to the Contractor. The Contractor shall not take or omit to take any step the taking or commission of which may result in any insurance policy or the cover under such policy becoming void or able to void.c)If the Contractor considers the abovementioned limit of indemnity forany one accident is inadequate to cover these contractual obligations he is at liberty to take out a policy with an increased limit of indemnity but any additional premium or differential in premium shall be at his own expense.d)All insurances as required under these Conditions are to be taken outwith a company to be approved in writing by the Employer and the policies together with the premium receipt are to be deposited with the Employer prior to commencement of the Works. As and when he is reasonably required so to do by the Employer the Contractor shall produce for inspection by the Employer documentary evidence that the insurances required by these Conditions are properly maintained, but on any occasion the Employer may (but not unreasonably or vexatiously) require to have produced for his inspection the policy or policies and receipts in question.e)The insurance policy shall cover the period from commencement ofthe Contract until expiration of the Defect Liability Period or satisfactory completion of making good of all defects whichever is the later.9)INSURANCE OF THE WORKS AGAINST FIRE ETC.a)Without limiting the Contractor's obligations and the responsibilitiesof indemnifying the Employer and the Building Owner under Clause 7 of these Conditions, the Contractor shall effect and maintain for the benefit of and in the joint names of the Employer, the Building Owner, the Contractor and his subcontractors of any tier a "Contractor's All Risks" insurance covering loss or damage to the Works up to the full reinstatement value thereof all work executed and all unfixed materials and goods delivered to, place on or adjacent to the Worksbut excluding plant, tools and equipment owned or hired by the Contractor or any sub-contractor.The said insurance policy shall also be extended to cover the cost of Removal of debris. The amount such cover shall be at the discretion of the Contractor but shall not be less than 1% of the Contract Sum. The Contractor shall bear the cost of all excesses (deductibles), exclusions or limitations applying under the said policy (in so far as they concern risks of which he is responsible under the terms of the Contract) whether in respect of claims made against the Contractor and/or the Employer and/or the Building Owner and should make due allowance therefore in this tender.The Employer may deduct any amounts payable by the Contractor under this clause from any monies due or which may become due to the Contractor.The Contractor shall not take omit to take and cause its sub-contractors not to take or omit to take any step the taking or omission of which may result in any insurance policy or the cover under such policy becoming void or voidable.If the Contractor considers the required insurance policy is inadequate to cover these contractual obligations he is at liberty to take out a policy with an increased limit of indemnify but any additional premium or differential in premium shall be at his ownexpense.b)All insurances as required under these Conditions are to be taken outwith a company to be approved in writing by the Employer and the policies together with the premium receipt are to be deposited with the Employer prior to commencement of the Works.c)The insurance of the Works shall cover the period from thecommencement of the Contract until the completion of the Works plus 12 months Defect Liability Period.In the event of any incident occurring, the Contractor shall, upon request provide copies of his substantiated claims against the insurance company and any subsequent agreement relating to settlement of the claim to the Employer.d)If there is a loss, injury or damage to the Works, the Contractor withdue diligence shall restore work damaged, replace or repair any unfixed materials or goods which have been destroyed or injured remove and dispose of any debris and proceed with the carrying out and completion of the Works. All monies received from such insurances in respect of the Works insured under this clause shall be used for the purposes of reinstatement, rebuilding, placement, repair or completion of the Works. The Contractor shall not be entitled to any payment in respect of the restoration of work damaged, the replacement and repair of any unfixed materials or goods, and theremoval and disposal of debris other than the monies received under the said insurance policy.10)INSURANCE AGAINST INJURY TO WORKMENa)The Employer and the Building Owner shall not be liable for or inrespect of any damages or compensation payable under any statue, ordinance or at common law, in respect of or in consequence of any accident, illness, or injury to any employee or other person in the employment of the Contractor and/or his Subcontractors and the Contractor shall indemnify and keep the Employer and the Building Owner fully indemnified against all such damages or compensation, claims, demands, proceedings, costs, charges and expenses whatsoever in respect of or in relation thereto.b)Without limiting the Contractor's obligations and responsibilities, theContractor shall effect and maintain such insurance policies as are necessary to cover all liabilities in respect of all employee and other persons who may be employed by him or his Sub-contractors in connection with the Works in accordance to the latest statutory requirements, ordinance or common law. The Employees' Compensation Insurance policies are to be taken out with a company to be approved in writing by the Employer and the policies and receipts are to be deposited with the Employer prior to commencement of the Works. The policies must be extended toinclude an ' Indemnity to Principal' (the Employer and the Building Owner) Clause and shall be placed with insurers to be approved by the Employer, such approval shall not be unreasonably withheld.c)In respect of persons employed by any Sub-contractor, theContractor's obligation to insure under Clause (b) shall be satisfied if the Sub-contractor himself shall have effected such insurance endorsed with an "Indemnity to Principal Contractor" Clause. The Contractor shall require such Sub-contractor to produce when required all such policies and premium receipt for Employer's approval.Should the Contractor make default in insuring or in continuing to insure asprovided in Clauses 9 of these Conditions the Employer may himself insure against any risk with respect of which the default shall have occurred and may deduct a sum equivalent to the amount paid in respect of premiums from any monies due or to become due to the Contactor.It is expressly stated that no self-employed worker shall be allowed to be engaged for the Works.11)STATUTORY OBLIGATIONThe Works shall be carried out in accordance with the standard set by the Architectural Services Department or otherwise to be approved by the Employer and Project Manager. The Works shall be carried out inconformity with the rules and regulations stipulated by the Government Authorities. In all cases, the Building Owner, the Employ and Project Manager or its agents reserves the right to reject any material or workmanship which in its opinion are not supplied, installed or completed to its satisfaction.12)VARIATIONSThe Contractor shall comply with instructions issued by the Project Manager which may include the addition, omission or substitution of any works, the alteration of the kind or stander of any works, materials or goods executed which in opinion of the Employer or Project Manager are not carried out in accordance with the conditions of contact. The subsequent cost and time implication will be adjusted accordingly and is the Employ and Project Manager.13)WATER AND ELECTRICITY SUPPLIESThe Contract shall be entitled to use water and electricity supplies from supply points available on the site but the Employer the right to change for any electricity or water consumed by the Contract shall be responsible for all connections and the maintenance of the connections of the supply tee off points, if necessary, and subsequent removal cost upon completion of works including all necessary for the carrying out of the Works, removal on completion and marking good all works distributed.14)AVOIDANCE OF INSURANCE DUE TO THE WORKSAll noisy works shall comply with the government regulations. Works shall be carried out in such a manner so as to cause only minimum disturbance, interference and nuisance to the user/occupants/tenants around. If work outside normal working hour is required, the Contractor shall obtain approval/permit from the Employer and Project Manager prior to his works and allow all costs in this respect in his tender.The Employ or Project Manager shall have the right to instruct the Contractor to stop or change the sequence of operation and/or method of work is in the opinion of the Employ and Project Manager, causing undue noise, smell or other disturbance or inconveniences to the captioned premises. No additional cost or extension of time shall be allowed to the Contractor for compliance with such instruction. The Contractor shall bear all costs, claims, proceedings, etc. due to complaints/disturbance/inconvenience etc. from the residents of the Premises.15)PROGRAMME OF WORKSThe Contractor shall submit the detail work program by calendar day with below item:- A&A work submission and approval (if necessary)-Production & delivery of sandwich PU insulation panel- Production & delivery of coolers & condensing units-Installation of sandwich PU insulation Dane- Installation of coolers & condensing units- Installation of FS sprinklers and related pipework- Installation of steel structure for sandwich PU insulated pane- Electrical installations-Submission and approval of layout to/from Employer and Building Owner- Testing & Commissioning for all installations- Issuance of all statutory requirements16)TERMINATION OF THE CONTRACTThe Employer is entitled to terminate the contract at his sole discretion. The Contractor shall remove from the Works any temporary buildings, plant, tools, equipment, materials and goods belonging to or hired by him excluding all the items paid or to be paid by the Employer. The Employer is required to pay the Contractor the value of the works properly carried out by the Contractor. The Employer is entitled to deduct any amount due or become due to the Contractor due to cost incurred or to be incurred by the termination. The Employer shall not entertain any claim raised or to be raised by the by the Contractor for loss of profit and/or extra expenses incurred due to the termination. 17)DESIGN, MATERIAL AND WORKMANSHIPThe Contractor shall submit samples, catalogue, specification, test report, job reference etc. as requested for all materials to be used in the Works for Employer's or Project Manager's approval shall be at the Contractor's sole risk and if such work is disapproved subsequently, the Contractor shall remove such work immediately at his own expenses.Should any discrepancies found in the contract documents, the Project Manager's jurisdiction is treated as final and conclusive.18)TESTSThe Contractor shall carry-out all necessary testing on site upon completion of the Works at no extra cost.19)AS-BUILT DRAWINGS AND RECORDSThe Contractor shall submit catalogue shop drawings, as-built records, training exercises, operation and maintenance manual, etc. to the Employer and Project Manager upon completion of the Works.20)CONTRACTOR'S OBLIGATIONThis Contract is utilizing a Design and Build form of building procurement. The General Specification and Technical Specification consist of the project brief illustrating the outline spatial arrangements and finished appearance. These indicate the basic design elements only but not all the details. The Main Contractor shall be responsible for developing the project brief including the incorporation of all fittings and buildingservices installations to provide a fully considered final scheme with working drawings to satisfy the General Specification and Technical Specification.The Main Contractor shall be fully responsible for the design of this Contract and he shall indemnify the Employer of any loss and damage which may be caused by design fault.The Main Contractor should note that, under this Contract, it is his and his designers’duties and responsibilities to ensure the design is full compliance with the Building Ordinance and other statutory regulations. The consent/approval given by the Project Manager or his representatives will not relive the Main Contract of any of his duties or responsibilities will not relieve the Main Contractor of any of his duties or responsibilities under the Contract. If there is any contravention of these statutory regulation in the design discovered, the Main Contract shall bear all costs for correcting works.The Main Contractor is required to carry out design checking of all of the Works throughout the contract period. The Main Contractor is fully responsible for providing his own construction checking and will also carry out the supervise compliance testing. The Project Manager's site supervision duties are essentially those of compliance check.The Main Contractor shall ensure that the construction is in full compliance with the design duty approved by the Project Manager. The Main Contractor shall provide adequate resources on Site to carry out duties and responsibilities for site supervision and co-ordination.The Main Contractor shall also provide a qualified engineer to be approved by the Project Manager for construction checking of all works including temporary works.21)CORRESPONDENCES(发票开具)All correspondences relating to the project, including Payment Application and invoice, shall be addressed to the following:-TOXXXXXXXXXXXco., Ltd.Attention:_______________________Mr. Rupert Chan。