Article 13 The Contractor’s general obligations

13.1 The Contractor’s obligation to complete the Works on a “Turnkey” basis shall mean: to design, procure, supply, execute, install, commission, test and hand over, including the remedying of potential Defects, on time and within the agreed Contract Price, the Works as defined by the Employer as to scope, purpose, performance and the functions of the Works as set out in the original Employer’s Requirements and the Assumptions and amendments in accordance with the provisions of the Contract.

13.2 The Contractor shall, with due diligence, complete the Works on a Turnkey basis. When completed, the Works shall be fit for the purposes for which the Works are intended as specifically defined in the Contract.

13.3 The Contractor shall, in accordance with the Contract, provide all superintendence, labour, services, Plant, materials, Contractor’s Equipment, Temporary Works and all other things, whether of a temporary or permanent nature, required in and for such design, procurement, supply, execution, commissioning, testing and Completion of the Works and dealing with any Defects therein.

13.4 Unless otherwise agreed, the Contractor shall obtain all import permits or licences required for any part of the Plant or Works within the time stated in the Contract or, if not so stated, in reasonable time having regard to the time for Delivery of the Plant and the time for Completion or as agreed by the Contractor; Unless otherwise agreed, the Contractor shall pay all customs and import duties arising from the importation of Plant into the country in which the Plant is to be erected and deliver all materials, Plant and the like under current Incoterms as Delivery Duty Paid: “DDP”.

13.5 The Contractor shall procure with due diligence the guarantees it shall be obliged to provide to the Employer under the Contract, so that such guarantees can be provided to the Employer within fourteen (14) Days from the Contract Date.

13.6 The Contractor shall be responsible for its own construction activities on the Site, and the adequacy and stability of its Site operations, including Temporary Works. It shall co-ordinate at its own expense its activities with those of other contractors, in order to avoid disruption, to the extent (if any) specified in the Employer’s Requirements.

13.7 The Contractor shall, as specified elsewhere in the Contract or as reasonably requested or instructed by the Employer and where it does not materially affect the Contractor’s own work, allow appropriate opportunities for carrying out work to:

  1. The Employer’s Personnel;
  2. Any other contractors employed by the Employer; and
  3. The personnel of any public authorities; who may be employed in the execution on or near the Site of any work not included in the Contract.

13.8 Any request or instruction from the Employer for co-operation that materially affects the Time to Taking-Over or any intermediate delay and/or Cost shall give an entitlement to an extension of the Time to Taking-Over or intermediate delay and additional Cost reimbursement by means of a Variation.

13.9 If co-operation could include the use of Equipment, Temporary Works or access arrangements that are the responsibility of the Contractor, the Contractor shall be entitled to refuse such co-operation or ask for reasonable payments in respect of the Equipment or services where this hinders the Contractor’s performance.

13.10 Unless otherwise provided, to the extent that the Employer’s other contractors or the Employer’s own personnel delay the Works, those actions shall be regarded as Variations.

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Article 14 The Employer’s general obligations

14.1 The Employer shall pay the Contract Price as varied in accordance with the Contract and perform all prerequisites for such payment, in particular review any payment applications by the Contractor and approve to the Contractor the amount due and payable to the Contractor with respect to each application for payment within the period foreseen in the Contract or, if no such period has been specified, within thirty (30) Days.

14.2 Unless otherwise agreed, upon request by the Contractor and within twenty-one (21) Days of such request, the Employer shall evidence to the reasonable satisfaction of the Contractor that financial arrangements such as, but not limited to, guarantees, bonds or other securities, have been made and are maintained which will enable the Employer to pay the Contract Price at any time after the Start Date. If such evidence is not submitted within the aforesaid period, the Contractor may withhold its performance until such evidence is provided. If this period exceeds the number of Days as stated in the Special Conditions or, failing such statement, a reasonable time period, the Contractor may terminate the Contract for Breach of Contract by the Employer.

14.3 The Employer’s responsibilities include the obligation to cooperate at any time in good faith with the Contractor in order to enable the Contractor to perform its duties, as set out in this Contract, and not to hinder or delay the Contractor in the Contractor’s performance of the Works.

14.4 The Employer shall be responsible, to the extent necessary for the purposes of the Works, for acquiring and providing legal and physical possession of the Site (or Sections of it) and access thereto, and providing possession and use of and access to all areas reasonably required for the proper execution of the Works by the Contractor, including all requisite rights of way and access routes, utilities, such as water, electrical power, etc., if applicable, with the Articles and other terms of the Contract and shall give all rights of access thereto no later than the Date or Dates set out in this Contract, or, if there are no such Dates, the reasonable Dates which the Contractor provides to the Employer with reasonable advance Notice.

14.5 When the Contract provides for any Performance Tests or any other tests on Site, the Employer shall, unless otherwise expressly agreed in writing, provide free of charge utilities, such as water, electrical power, etc., skilled and unskilled labour, materials, apparatus, instruments and feedstocks as may be requisite and as may reasonably be requested by the Contractor to enable the tests to be carried out effectively.

14.6 Unless otherwise stated in the Special Conditions, the possession is to be absolute and not hindered by the Employer or other contractors associated with the Employer and/or the Project, free from obstacles and barricaded with statutory approvals, permits and licences in place. If the Contractor suffers delay and/or incurs Cost from failure on the part of the Employer to acquire and provide such legal and physical possession of, and/or right of access to, the Site and all other areas reasonably required, the Contractor shall give Notice to the Employer. This shall be regarded as a Variation.

14.7 The Employer shall reasonably assist the Contractor in ascertaining the nature and extent of, and to comply with, any laws, regulations, orders or bylaws of any local or national authority having the force of law in the Country or which may affect the Contractor in the performance of his obligations under the Contract. The Employer shall, if requested, provide copies thereof and the Contractor shall reimburse the Costs thereof.

14.8 The Employer shall provide information, data, drawings and documents as required by the Time Schedule, or if there are no Dates specified in the Time Schedule, in a timely manner, to enable the Contractor to commence and complete the Works as per the Time Schedule.

Article 15 Co-operation with other Contractors and Co-ordination of Activities

15.1 The Contractor shall be responsible for its own construction activities on the Site, and the adequacy and stability of its Site operations, including Temporary Works. The Employer shall co-ordinate at its own expense the Contractor’s activities with those of other contractors (except for entities within the Contractor’s Group).

15.2 The Contractor shall, as specified elsewhere in the Contract or as reasonably requested or instructed by the Employer and where it does not disrupt the Contractor’s own work, allow appropriate opportunities for carrying out work to:

  1. the Employer’s Personnel;
  2. any other contractors employed by the Employer; and
  3. the personnel of any public authorities;

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who may be employed in the execution on or near the Site of any work not included in the Contract.

15.3 Any request or instruction from the Employer for co-operation not provided for under Subclause 15.2 shall entitle the Contractor to an extension of the Time to Taking-Over and, if applicable, additional expense by means of a Variation.

15.4 If co-operation could include the use of Equipment, Temporary Works or access arrangements that are the responsibility of the Contractor, the Contractor shall be entitled to refuse such co-operation or ask for reasonable payments in respect of the Equipment or services.

15.5 Unless otherwise provided, to the extent that the Employer’s other contractors or the Employer’s own personnel delay the Works, those delays shall be compensated as Variations to the Contract Price and extensions of the Time to Taking-Over.

Article 16 Quality assurance

16.1 The Contractor shall put into place and provide to the Employer a quality assurance system to demonstrate compliance with the requirements of the Contract within twenty-eight (28) Days of the Start Date. The system shall be in accordance with any details stated in the Contract. If there are no such details, the Contractor shall implement a system that is appropriate in the Country, for demonstrating compliance with the Contract.

16.2 Compliance with the quality assurance system shall not relieve the Contractor of any of its duties, obligations or responsibilities under the Contract.

16.3 Without prejudice to the Contractor’s obligations under this Article 16, the Employer shall be entitled to audit at any time the Contractor’s, or its Subcontractor’s, compliance with the quality assurance system, provided that such an entitlement does not impede the progress of the Works.

Article 17 Staff and labour

Employment of Contractor’s staff and labour

17.1 Unless otherwise specified in the Employer’s Requirements, the Contractor shall be responsible for the employment of all its staff and labour whether local or otherwise, for the purpose of executing the Works and the performance of the Contract and shall be responsible where relevant for their payment, accommodation, supply of food and transport and any other matters specified in this Contract.

17.2 The Contractor shall observe the conditions of labour, comply with all relevant labour laws, including those relating to employment, working hours, health, safety, social welfare, immigration and emigration that are relevant and applicable in the Country and shall pay its staff and labour wages consistent with those established or, if not established, practised for the trades and industries of the Country.

17.3 The Contractor shall keep full records of its staff and labour employed on the Site and shall make these available to the Employer upon request.

Facilities for staff and labour

17.4 The Contractor shall provide and maintain the facilities for its own staff and labour.

17.5 If the Employer or its agent(s) require facilities for Employer’s staff and labour, and no such requirement is found in the Contract, the Cost of providing facilities for the Employer or its agent(s) shall be a Variation to the Contract. In such cases the Contractor shall not proceed to provide facilities without the specific written authorisation of the Employer.

Health, welfare of staff and labour

17.6 The Contractor shall provide and maintain the health facilities specified in the Contract (if any). Whether or not such facilities are specified and, in any event, the Contractor shall be responsible for ensuring that adequate medical facilities are provided for and available. The Contractor shall collaborate with local health authorities and shall take the necessary measures to ensure the welfare, hygiene and prevention and control of epidemics amongst the Contractor’s staff and labour.

Customs of the Country

17.7 Each Party shall have due regard and respect for religious practices, Days of rest and other recognized customs of the Country.

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Disruptive conduct

17.8 Each Party shall be responsible for taking all reasonable measures to prevent unlawful, riotous or disruptive conduct amongst its staff and labour.

Subcontractors

17.9 All of the relevant subcontracts involving work on the Site shall contain the provisions of this Article 17, and each Party shall in any event ensure and be responsible for observance of the provisions of this Article by its Subcontractors.

Article 18 Representatives of the Parties

18.1 Each Party shall appoint by Notice to the other Party a Representative within seven (7) Days of the Contract Date.

18.2 The Parties’ Representatives shall each have the appropriate professional qualifications or experience necessary for each of them to carry out their duties and exercise the authority specified in or required of them under the Contract in a competent and professional manner.

18.3 The Parties’ Representatives shall each be appointed to spend the majority of their time for the purpose of the execution of the Works and the performance of the Contract. This may be done on or off the Site.

18.4 The Parties’ Representatives shall, unless parts of their authority are specifically reserved in advance in writing by the Party concerned, be deemed to have been given full authority for all of their actions under the Contract and any such actions shall be binding on the Party that employs them.

18.5 The Parties’ Representatives may from time to time assign duties and delegate authority vested in them under the Contract to assistants (including if necessary site representatives) employed by the Party for the purpose of the Contract and may at any time revoke such assignment or delegation. Such assignment, delegation and revocation shall be confirmed, if requested, by Notice to the other Party with a copy to the other Party’s Representative. Unless otherwise stated in advance and in writing, such duties and authorities carried out and/or exercised by such assistants shall be deemed to have been carried out and/or exercised by the Party’s Representative.

18.6 Unless otherwise agreed, the Parties’ Representatives and their assistants shall be fluent in speaking and writing the ruling language.

Article 19 Each Party’s duty to notify

19.1 Without prejudice to the general scope of Article 3 and any specific review procedures set out elsewhere in the Contract, each Party shall diligently and promptly review the scope of its obligations and the other Party’s documents prior to the Start Date and thereafter as circumstances require until Taking-Over. Each Party shall give prompt Notice to the other Party of any error found in the other Party’s documents or any other items of reference supplied by the other Party. In the event that an Employer’s error, or involves a change or modification to the Contractor’s Documents or the Works, this shall constitute a Variation.