3.2.1 General Conditions of Contract For Subcontract

o MON THERMAL POWER PLANT
VIETNAM ELECTRICITY/ rEPSCO
Section IV. General Conditions of Contract (GCC)
IV-GCC
- ~ - ;);)O-AI
9L ..................................................................................... nqBJO UOpBl~UIn

vL ..............................................................................................
69 .....................................................................................
99 ................................................................................................
v9 ........................................................................... ~~luBlBn ~UI UOH~ldUIO;)
9
~UUI;::)PUI lU~lBd
s~ lBn
IBuo~lO und
l~I! q p ~a
....... . S<l nmQ1WI p U1~
'Of
'6Z
'8Z
'LZ
'9Z
S<l<lJ U1ulm~
f9 ................. ~:)UBld~:):)V lBUOA01d pUB UOl~dO IB!~l~UI0;)

'Z
09 ............................................................................ S~I! :)Bd ~ JO UO!l~Id 0;)
'vZ
8 ..........................................................................................
pUB
. fZ
Z .......................................................................................................
O .....................................................................................................
lZ
Lv .................................................................................. ~u~~~~U3 pUB ~!S~a
'OZ
v .................................................................................................
.61
fv .................................................................................................
'81
1v................................................................................................ S~A!lBlU~S~ld~<I
.L 1
I
<l qJ JO UOnn:.l<lx:!I
UO~l:)~dsuI
'
lS~ .L
uO
!lBHBlSU
I
ZZ
lU~ ~m:)o
~U !l~Blluo:)qnS
g Old 0&
S I!:.l 8
Ov .................................................................................
JB!lU;::)PYUO;)
'91
Ov ...................................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ldo;)
'I
O'" .I<l dO.l d 18nJ:.l<l II3JuI "(1
UOHBUUOJ
........
. .
.

....
..,
"
.
..
..
..
.
.
.
....
.
.
.
.
9f....
S~
nn
apu
~XB .L
vf"
.
.
..
.
.
.
.
.
...........-..
.
..
.
"

.
.
...
..
.
.
,.
.
"

.
...
'v
I
I
I
s ~!l~:)~SE
Z"
.
..
.....
. ...
.
.
.

.
.
"
.
....
.
.....
.
..
.
'lU~U
uBdJO
Z'..
.,.

"

....
...
"

su
1l~.L
~:)~d l:)B1
lUO;)II
S; Z JU <l W8 d ';)
Z'.
.
."
.
..
.
..
..
..
.
.
.
..
.
.

.

.

.
.
.
.
..

S ;::)1
HN
l
~suods;::)<I s NA3
'01I
'6
6
'8
'LL
"s
;::)1
HN
l
ISUO)dS~<I S 10
pB1
lUO;)
.

..
.
.
...
'UO
!
lg
I
dO;)PU
uo
~ln:)~
X3 lU;::)W;::)
~U
;::)U
m
UO
;)
.. S~!lH!:)BdJO ;::)do:)S
....
.. J:.l8.lJUO :J]
..
1
"S
~lnds
!a JO lu~w~l
ll;::)S
'99
'
..
'M
e ~U
ru
Il~AO
'v
....
"
..
...
.

.
..
.
,.
.

"

.....
.
.
.
.
......
.
.
.
.
.
...
6"
.
.
..."...
.

.
.
.
..
.
"
.
.
...,

.

.

.
.
.
......
.."UO
!l
.Bl~
1d
1~
lU
1
6"
.
.
.

.
.
.
"
..
...
.

.
.
.

.

"
.
........
E
1
..
"s
~O!lO
N
IJ:
'f
SlU~n:)o
QPB1
lUO
;)
f;;;; .. ;....J:;
8Jl3
e
UO03
I!
/
S3sn8
3I:J JO
3 Iq 8 .L
1~lU1UOJ
.LN7J
JO SUO !l!PUOJ IU.Itl U<l D oAI
N3MOJ 7VIWElH.L NOW 0
UO!l~<l S
O:JSJLl / .LI :JnI.L:Jtl7tl WVN.LtIIA
-!! - ;);)O-AI
OI ....................................................................................................
..........
lU:;)U ssy
UO!lU1:;).1
'Z
... UO!su:;)dsns
.... uO !l:;)ldmo;) 10J am!.l Jo UO!SU:;)lX3
'O
.. sal!~Ud :;)l[l guuq;)
'6f
S)U3W3I 3: )J8.1)UO;) U! 3~U8q;)
.. S){Sffi lUM.
.......... amauw :;)~10d
98 .................................................................... SUO!n"'H puu SM.U uuq;)

8 .................................................................................... suo!l !PUO;) u:;):;)sa10Ju fl
08 ........
.......................................................................................
6L ..... ..... : ...................................................................................
.;;;."
~\~:~.:.:.:
'H
.8f
'Lt
9f
u 3 UUI:;)PUI
~Sld){10i\\. Ol .In uI 10 lUap!~~y ~ll:;)dold Ol :;)3umuQ 10 JO SSO
..,:.................................................................................
LL
'f
:;)~uumsuI
_.;;
....................................................................
9L' i
9L
S:;)!l!l !~Ud
JO :;)lU;)
SldUM.OJO S
...................................................................................
'ff
'Zf
'1 f
uonuq! S! <I M'~
<
.LN V1T H:iIMOJ
711lH:iIH.L
NOW 0
O:JSclJI.L / LI:JnI.L:JJI7JI WVN.LJIIA
VIETNAM ELECTRICITY / TEPSCO
General Conditions of Contract

A. Contract and Interpretation
1. Definitions
1.1
The following words and expressions shall have the

meanings hereby assigned to them:
(1) Adjudicator" means the person or persons named as

such in the SCC appointed by agreement between the
Employer and the Contractor to make a decision on or
to settle any dispute or difference between the
Employer and the Contractor referred to m or herby
the parties pursuant to GCC Sub-Clause 6.1
(Adjudicator) hereof.
]
(2)
Commissioning" means operion of the Facilities or

any pt thereof by the Contractor followed by
Reliabili Run, Performance Test, up to Completion
of the Facilities and Take Over by EVN for
Commercial Operation, as provided in GCC Clause
24 hereof, for the purpose of carrying out
Performance tst(s).
Commercial Operation" means the Operation taken
over by EVN immediately a:fter the Completion of th
Facilities as set forth in GCC Sub-Clause 25. 1.
(3)
Completion" means that the Facilities or a specific

thereof have or has been completed operationally
and structurally and put in a tight and clean condition,
and that all work in respct of Commissioning,
Reliabili Run and Performance Test ofthe Facilities
or such specific pt thereof has been completed; in
other words , that the Facilities or specific pt thereof
are ready for Commercial Operation as provided in
GCC Clause 24 (Completion) hereof.
Pt
The date of Completion of Facilities is defined as the

date when the Performance Test is satisfactorily
completed and EVN certified and issued Provisional
Acceptance Certificate".
(3)-1 Consultant" means the person d the firm
appointed by EVN to act as the engineering
consultant with concurrence of JICA for ensuring
successful completion of the Project. Tokyo Electric
Power Services Co. , Ltd. (TEPSCO) is appointed as
Consultant. Power Engineering and Consulting
IV-GCC-l
(4)
(5)
Contract Documents" means the documents listed in

Article 1. 1 (Contract Documents) of the Form of
Contract Agreement (including any amendments
thereto).
(6) Contract Price" means the sum specified in Article

2 .1 (Contract Price) of the Contract Agreement,
subject to such additions and adjustments thereto or
deductions therefrom , as may be made pursuant to the
Contract.
Net Contract Price" means Contract Price excluding

the amount of Provisional Sums , Physical
Contingencies and Tax and Duty as stated in Pricing
Schedu1e.
(7)
Contractor" means the person(s), firm , consortium,

Ptnership corporation or syndicate whose Bid to
perform the Contract has been accepted by EVN and
is named as such in the Contract Agreement to enter
the Contract, and includes the legal successors or
permitted assigns ofthe Contractor.
(8)
Contractor s Equipment" means aIl plant, facilities ,

equipment, machinery, tools , apparatus , appliances
or things of every kind required in or for
construction,
instaIlation,
completion
and
maintenance of Facilities that are to be provided by
the Contractor, but does not include Plant and
Equipment, or other things intended to form or
forming pt ofthe Facilities.
(9)
Contractor s Representative" means
any person
nominated by the Contractor and approved by EVN
in the manner provided in GCC Sub-Clause 17.2
(Contractor s Representative and Project Manager)
hereof to perform the duties delegated by the
IV-GCC-2
VIETNAM ELECTRlCITY / TEPSCO
Contractor.
Project Manager" means a person appointed by the

Contractor s Representative and approved by EVN
to supervise all works to be executed at the Site in
themmer set forth in GCC Sub-Clause 17.2 .4. The
Contractor may appoint his Representative as Project
Manager to delegate his responsibilities and duties.
Technica1 Leader" means a persons or a firm who

shal1 be selected from either the Boiler or Turbine
manufacturer and appointed by the Project Manager
with suitable qualifications and approved by EVN to
take full responsibility for the technical performance
ofthe whole Facilities.
r/(\
}
Coun
(10)
of Origin" means the countries and

territories elible under the rules of Japan Bank for
Intemationa1 Cooperation as further elaborated in
Section IX.
(11)
Day
Week", Month" and Year" means

calendar day, week, month and year of the Gregorian
Ca1endar.
(12) Defect Liability Period" or Warranty Period"

means the period of validity of the warranties given
by the Contractor commencing at Completion of the
Facilities or a pt thereof, during which the
Contractor is responsible for defects with respect to
the Facilities (or the relevant part thereo f) as
provided in GCC Clause 27 (D efect Liabili) hereof.
(13) Effective Date" means the date of fulfillment of all
conditions stated in Article 3 (Effective Date for
Determining Time for Completion) of the Form of
Contract Agreement, for the purpose of determining
the Time for Completion.
(14) Employer" (Vietnam Electricity or EVN") meS
the person named as such in the Contract Agreement
and includes the legal successors or permitted
assigns ofthe Employer.
Vietnam Electricity (EVN) and its subsidiary Cantho
Thermal Power Company Limited (CTTP) is the
implementing agency of the Government of Socialist
Republic of Vietnam to execute the Project. Tokyo
Electric Power Services Co. Ltd. , (TEPSCO) is
IV-GCC-3
nominated as Consultant.
The Word EVN" is hereinafter referred to as
EVN itself,
@ EVN and CTTP ,

@ EVN, CTTP and TEPSCO, or
@ CTTP and TEPSCO,
as the case may depend on the situation and

context where the word is used.
(1 5)
means the o Mon Thermal Power Plant

Unit No. 2 Construction Project", as stipulated in
Loan Agreement and the Contract Agreement.
Pr e"
(16) Facilities" means the plant, equipment, apparatus ,

machinery and structure to be manufactured,
transported, supplied, installed and/or constructed as
well as all the Instal1 ation Services to be carried out
by the Contractor under the Contract to form
Permanent Works. However, the term Temporary
Facilities" shal1 be used as the fac i1ities temporarily
required for execution of the Permanent Works such
as temporary 0ce tempory road, scaffolding,
etc. , except construction equipment, materials and
consumables.
(16)-1 Permanent Works" means a portion of the Works
or the Facilities that is of permanent nature to be
executed and taken over to EVN by the Contractor
under the Contract.
(16)-2 Temporary Works" means a portion of the Works
of tempory nature required for execution and
completion of the Permanent Works and the remedy
of any defects.
(17) GCC" means this General Conditions of Contract
hereof, and SCC" means Special Conditions of
Contract.
(1 8) Performance Test(s)" means the test(s) specified in
the Technical Specifications to be carried out t
ascertain whether the Facilities or a specified part
thereof is able to attain the Functional Guarantees
specified in the Technical Schedule in accordance
IV-GCC-4
'ETNAM ELECTRlCITY /
TEPSCO
with the provisions of GCC Sub-Clause 25.2

(p erformance Test) hereof.
(1 9) Installation Services" means all those services

ancillary to the supply of the Plant and Equipment
for the Facilities , to be provided by the Contractor
under the Contract; e.g. transportation and provision
of marine or other similar insurance, inspection,
expediting, site preparation works, construction
works (including the provision and use of
Contractor s Equipment and the supply of all
construction materials reqr installation, testing,
precommissioning, the provision of operations and
maintenance manuals , etc. as specified in the
Technical Specifications.
(20) Provisional Acceptance" means the acceptance by
EVN of the Facilities (or any pt of the Facilities
where the Contract provides for acceptance of the
Facilities in parts) after the satisfactory completion
ofPerformance Test, which certifies the Contractor s
fulfillment of the Contract in respect of Functional
Guarantees of the Facilities (or the relevant pt
thereo f) in accordance with the provisions of GCC
Clause 28 (Functional Guarantees) hereof and shall
inc1ude deemed acceptance in accordance with GCC
Clause 25 (Commercial Operation and Provisional
Acceptance) hereof.
(21) Plant and Equipment" means permanent plt

equipment, machinery, apparatus, articles and things
of all kinds to be provided and incorporated in the
Facilities by the Contractor under the Contract
(inc1uding the Optional Spare parts , Special Tools
and Consumables to be supplied by the Contractor
under GCC Sub-Clause 7.3 hereo f), but does not
include Contractor s Equipment.
(22) Precommissioning" means the testing, checking and
other requirements specified in the Technical
Specifications that are to be carried out by the
Contractor in preparation for Commissioning as
provided in GCC Clause 24 (Completion) hereof.
(23) EVN 's Representative" means the person or the
firm appointed by EVN in the manner provided in
GCC Sub-Clause 17 .1 (EVN s Representative)
hereofto perform the duties delegated by EVN.
IV-GCC-5
EVN appointed CTTP as his Representative

delegated his responsibilities and duties to CTTP.
t J
(24) Site" mes the land and other places upon w
the Facilities are to be installed, which are designat~J
for the Contractor to utilize for temporary facilities t:!.
working area and such other land or places as m
be specified in the Contract as forming part of the
Site.
(25) Subcontractor" means any person, fmn , partnership,

corporation or syndicate to whom execution of any
Pt of the Facilities , including preparation of any
design or supply of any Plant and Equipment, is subcontracted directly or indirectly by the Contractor,
and includes his legal successors or permitted
asSlgnS.
(26) Time for Completion" means the time within which

Completion of the Facilities as a whole (or of a pt of
the Facilities where a separate Time for Completion
of such part has been prescribed) is to be attained in
accordance with the specifications and the relevant
provisions of the Contract.
EVN will accept the Facilities as completed upon
Issuance of Provisional Acceptance Ceificate that
is, final date of Contract Period, the date of EVN s
acceptance and taking over the Facilities for
Commercial Operation, the date of risk transfer to
EVN and the date of starting Defect Liability Period.
(27) Unit NO.l Contract" means the Contract of 0 Mon
Thermal Power Plant Unit NO.l with EVN which is
being executed in the adjacent area to the Site. The
Unit NO.l is now put into commercial operation under
CTTP s management.
(28) JICA" means Japan Intemational Cooperation
Agency; the financing institution to provide a Loan
with Socialist Republic ofVietnam for the Project.
(29) Member Companies" (in case of a consortium) and
Nominated Subcontractors" means the Contractor
who shall execute such major Works as Turbine,
Generator, Boiler, Flue Gas Desulphurization System
and Civil Works except the Contractor or Lead Partner
who shall have all responsibilities under the Contract
IV-GCC-6
'ETNAM ELECTRICITY /
TEPSCO
towardEVN.
(30) Specification" or "Technical Specification" means
the General Technical Provisions and the Technical
Specification of the Works and the Bid Drawings.
(31) Works" means both the Permanent Works and
Temporary Works , or either of them, each consisting
of Goods and Services (or works) , to be executed
under the Contract.
(32) Goods" means the Equipment and Materials for the

Permanent Works, and the Contractor s Equipment,
Temporary Facilities and materials (including too1s ,
appliances , spares , consumables) for the Temporary
Works , or any of them.
(33) Services" or works" means works , services ,
drawings ,
tests ,
installation,
construction,
commissioning or any of them appropriate, and any
other pt of the Works other than Goods.
(34) Equipment" or Plant" means plant, equipment,
apparatus , machinery and vehicles intended to form or
formingpt ofthe Permanent Works.
(35) Materials" means rings of all kinds (other than
Equipment) intended to form or forming pt of
Permanent Works , including the supply-only
materials, such as spares and consumables for
operation to be supplied by the Contractor under the
Contract.
(36) Power Plant Unit" or Unit" mes a complete power
generating Equipment Unit No.2 consisting of a
boiler, a turbine, a generator, a flue gas
desulphurization plant and unit auxiliaries other than
Common Equipment.
(37) Common Equipment" means the Equipment other
than Power P1ant Unit. Such Equipment serves a
function for the who1e power station rather than for an
individual Unit and for the operation of two (2) Power
Plant Units (Nos. 1 and 2).
(38) Critical Equipment" and Critica1 Materials" means
the items of a substantial nature of which the
performance is essential to the performance of the
Works or which are so designated by EVN. Such
IV-GCC-7
items are stipulated in Clause 2.1.2.2 in Volume 2:*

.\~
(39)
'Const
tnon'
(and
const
'Installa
.ioon' (and 'installl' a
s verb) means the st~
Services including setting, erection, installatio

assembling, fixing and placing.
(40) Partial Acceptance" means the issuing of the
Provisional Acceptance or Taking-Over Certificate for
apt of the Facilitis that has been completed to the
satisfaction of EVN, pursuant to SCC Sub-Clause
1.2.5.2 (n).
(41)
nal
Acceptance" means the issuance of the Final

Acceptance Certificate for the Facilities upon expiry
of the Defect Liability Period as stipulated in SCC
Sub-Clause 1.2.5.2(q) and SCC Sub-Clause 1.2.5 .2(r).
(42) Key Date" of the Contract means a Key Date

stipulated in SCC Sub-Clause 1.2 5.2.
(43) Contract Period" means the period starting from the
Eff ctive Date of Contract and terminating on the
completion date ofthe Performance Tests , certified by
the Provisional Acceptance Certificate issued by EVN
for completion of the whole of the Works as stated in
GCC Sub-Clause 8.2, excluding the Works during
Defect Liability Period as stated in the Contract unless
extended in accordance with GCC Clause 40.
(44) Bid Drangs" means the drawings forming pt of
the Specification as defined in item (5) Contract
Documents" above and to be used as pt of the
Contract.
(45) Detailed Drawings" or Construction Drawings" or
Contractors Drawings" means the drawings prepared
by the Contractor based on his detailed design and
planning to define the Works to be carried out and/or
Equipment to be furnished under the Contract.
(46) When terms of approval" , 'judgment or direction",
when
approved",
subject
to
approval" ,
satisfactory" , as directed" , where directed", when
directed", determined by", tc. are used generally,
the approval , judgment or direction, etc. is implied to
be the function of EVN. Such function shall at all
times be exercised reasonably , or shall not be
unreasonably withheld, whichever is appropriate.
IV-GCC-8
(47) Net Output" means the generator output less both

excitation power and main oil pump power. Therefore ,
in case excitation power is taken from the generator
and main oil pump power is directly connected with
the generator, the generator output is net output. On
the other hand, in case excitation power and main oil
pump power are taken from other sources, the
generator output minus excitation power and main oil
pump power s net output.
(48) Auxiliary Power Consumption" means the electric
power consumed by all continued operation of
auxiliary equipment required for operation of power
p1ant such as circulating water pump and forced
draught fan. In case that the lubricant oil pump for
turbine is not direct1y connected with the turbogenerator shaft, the power consumed by such a pump
shall not be included in the Auxiliary Power
Consumption but the turbine output deducted by such
power consumption shall be regarded as net turbogenerator output.
2. Contract
Documents
2.1
Subject to Article 1.2 (Order of Precedence) of the

Contract Agreement, al1 documents forming part of the
Contract (and all parts thereo f) are intended to be
correlative , complementa and mutually explanatory.
The Contract shall be read as a whole.
The Contractor shall not, without EVN s prior written
consent, disclose the contents of the Contract (conditions ,
specifications drawing, paern sample or information
furnished by or on behalf of EVN in connection
therewith) , to y prson other than the Contractor s
employees or subcontractor. The Contractor shall not ,
without EVN s prior written consent, make use of any
documents or information as stated above except for the
purpose of performing the Contract. Any documents
other than the Contract Agreement shall remain the
property of EVN and shall be returned to EVN, upon
completion of the Contract, if so required by EVN.
3. Interpretation
3.1
3.1.1
Language
All Contract Documents , all correspondence and
communications to be given, and all other documentation
to be prepared and supplied under the Contract shall be
written in the English Language , and the Contract shall be
construed and interpreted in accordance with that
IV-GCC-9
language.
The ruling language on all matters associated with the
Contract shall be English.
However, the Contractor shall employ Englisht
Vietnamese interpreters during the execution of the
training programme as stipulated in SCC Sub-Clause
1. 2.23.
Contract
communications are prepared in any language other than
the governing language under GCC Sub-Clause 3.1.1
above , the English translation of such documents ,
correspondence or communications shall prevail in matters
of interpretation.
3.2
Singu1ar and Plural

The singar shall include the plural and the plural shall
include the singular, except where the context otherwise
requires. Pronouns indicating male (he) shall include
female (she) or neuter (i and female or neer shall
include male pronoun.
3.3
Headings
Th
headings and marginal notes in the Conditions of

Contract are included for ease of reference, and shall
neither constitute a part of the Contract nor affect its
mt
erpre
ta
tlOn.
3 .4
Prsons
Words imparting persons or parties shall include firms ,

corporations and government entities.
3.5
Incoterms
Unless inconsistent with any provision of the Contract, the
meaning of any trade term and the rights and obligations of
Pties thereunder shall be as prescribed by Incoterms.
Incoterms means intemational rules for interpreting trade
terms published by the Intemational Chamber of
Commerce (l atest edition as of the Effective Date) , 38
Cours Albert 1er, 75008 Paris , France.
3.6
Entire Agreement
Subject to GCC Sub-Clause 16 .4 hereof, the Contract
constitutes the entire agreement between EVN and
IV-GCC-I0
Contractor with respect to the subject matter of Contract

and supersedes all communications , negotiations and
agreements (whether written or oral) of parties with respect
thereto made prior to the date of Contract.
3.7
Amendment
No amendment or other variation of the Contract shall be
effective unless it is in writing, is dated, expressly refers to
the Contract, and is signed by a duly authorized
representative of each party hereto.
3.8
Independent Contractor
The Contractor shall be an independent person(s)
performing the Contract. The Contract does not crate any
agency, partnership, joint venture or other joint relationship
between the parties hereto.
Subject to the provisions of the Contract, the Contractor

shall be solely :responsible for the manner in which the
Contract is performed. All employees , representatives or
Subcontractors engaged by the Contractor in connection
with the performance of the Contract shall be under the
complete control of the Contractor and shall not be deemed
to be employees of EVN, and nothing contained in the
Contract or in any subcontract awarded by the Contractor
shall be construed to create any contractual relationship
between any such employees, representatives or
Subcontractors and EVN.
3.9
Joint Venture or Consortium

If the Contractor is a joint venture or consortium of two
or more persons , all such firms sh1 be jointly and
severally bound to EVN for the fulfillment of the
provisions of the Contract and shall designate one of such
persons to act as Lead Partner with authority to bind the
joint venture or consortium. The composition or the
constitution of the joint venture or consortium shall not
be altered without the prior consent ofEVN.
3.10
Non-Waiver
3.10.1 Subject to GCC Sub-Clause 3.10.2 blow no relaxation,

forbearance , delay or indulgence by either pty in
enforcing any of the terms and conditions of the Contract
or the granting of time by either party to the other shall
prejudice , affect or restrict the rights of that pty under
IV-GCC-l1
------------_._--
the Contract, nor shall any waiver by either party of any

Ireach of Contract operate as waiver of any subsequent or
continuing breach of Contract.
3.10 .2 Any waiver of a par s rights , powers or remedies under
the Contract must be in writing, must be dated and signed
by an authorized representative of the pty granting such '.
waiver, and must specify the right and the extent to which
it is being waived.
3.11
Severability
If any provision or condition of the Contract is prohibited
or rendered invalid or unenforceable, such prohibition,
invalidity or unenforceability shall not act the validi
or enforceabili of any other provisions and conditions
of the Contract.
3.12
Coun
ofOrigin
Origin" means the place where the materials, equipment

and other supplies for the Facilities are mined, grown,
produced or manufactured, and from which the services
are provided.
The Services, and equipment and materials for the
Permanent Works (the Equipment and the Materials,
respectively) to be executed and supplied under the
Contract shall have their origin in source countries
eligible for JBIC loans and all expenditures made under
the Contract will be limited to such Equipment, Materials
and Services.
le countr
of origin of Critical Equipment and Materials

shall be preferably the same as countries of nominated
manucturers belonging to the Bidders that have been
qualified.
In case the Critical Equipment and Materials have an

origin other than the above-stated, the Bidders shall
submit EVN the application of such an origin in the Bids
and provided that it is worldwidely recognized that such
Critical Equipment and Material are practically,
substantially and functionally acceptable in their
performance and reliability for use in the duties similar to
those for this Project and well proven by successful
experiences of application to the same duties as above,
they may be accepted. Particularly, as for (1) printers,
IV-GCC-12
(human-machine interface) for computer systems,

home communication equipment such as telephone and
(2) small electronic devices, elements, parts or
components (ICs, LSIs, semiconductors, microchips,
resisters, condensers, etc.), that are included or integrated
in equipment, modules, panels and boards of electrical,
control and instrument systems as such manufacturers'
standard parts or components, their countries of origin
may not necessarily be the above stated countries.
f11
The Critical Equipment and Materials referred to above

are items of a substantial nature and of which the
performance is essential to the performance of the W orks
or which are so designated by EVN. Such Critical
Equipment and Materials items are stipulated in Clause
2.1.2 .2 ofVolume 2.
(
In case specific brand name is found in the Bid

Document, it shall be read as such specific brand name or
substantially equivalent.
4. Notices
4.1
Unless otherwise stated in the Contract, all notices to be

given under the Contract shall be in writing, and shall be
sent by personal delivery, airmail post, special courier,
cable, telegraph, telex, facsimile or Electronic Data
Interchange (EDI) to the address ofthe relevant pty.
4.1.1 Any notice sent by cable, telegraph, telex, facsimile or

EDI shall be confirmed within two (2) days after dispatch
by notice sent by airmail post or special courier, except as
otherwise specified in the Contract.
4. 1. 2
Any notice sent by airmail post or special courier shall be

deemed to have been delivered ten (10) days after
dispatch, in the absence of earlier receipt. In proving the
fact of dispatch, it shall be sufficient to show that the
envelope containing such notice was properly addressed,
stamped and conveyed to the postal authorities or courier
service for transmission by airmail or special courier.
4.1.3
Any notice delivered personally or sent by cable,

telegraph, telex, facsimile or EDI shall be deemed to have
been delivered on date of its dispatch.
4. 1. 4
Either pay may change its postal, cable, telex, facsimile

or EDI address or addressee for receipt of such notices by
ten (10) days' notice to the other pty in writing.
IV-GCC-13
VIETNAM ELECTR1CITY / TEPSCO
4 .1 .5
Wherever condition in the Contract is made

communication to be "written" or "in writing'
condition shall mean any type-written or
lon, including facsimile transmission.
4.1.6
Wherever condition in the Contract requires the givin,

notice , consent or approval by any person, such nce
consent or approval shall not be unreasonably witleld.
Unless otherwise specified, such notice , consent or
approval shall be in writing and shall be construed
accordingly.
4.2
Notices shall be deemed to include any approvals,

consents , instructions, orders and certficates to be given
under the Contract.
5. Governing Law 5.1
The Contract shall be governed by and interpreted in
accordance with laws of Vietnam.

6. Settlement of
Disputes
6.1
Protests and Appeals
6. 1. 1 If any dispute of any kind whatsoever shall arise between

EVN and the Contractor under or in connection with the
Contract including, any question regarding its existence,
acceptabili or validity or termination or the execution of
the Facilities (whether during the progress of the
Facilities or after their completion or whether before or
after the termination, abandonment or breach of the
Contract) without prejudice to the generality of the
foregoing , the parties shall seek to resolve any such
dispute or difference by mutual consultation.
6.1.2
If the Contractor considers that EVN s ruling, instruction

or decision is unfair or out of scope of the conditions of
the Contract, the Contractor shall file a written protest
with EVN, stating clearly and in detail ofthe Contractor s
grounds of objection within ten (10) days of the date of
the receipt of such ruling , instruction or decision. EVN
shall deliver the decision in writing within twen eight
(28) days. EVN s such decision shall be fmal and
conclusive , unless the Contractor shall make written
appeal on the EVN s decision witn twenty eight (28)
days after thc rcccipt of EVN s dccision.
6.1.3
EVN and the Contractor shall make eve effort to

resolve amicably by direct negotiation in accordance with
the conditions of the Contract.
6.1 .4
If, within twenty eight (28) days of the commencement of
IV-GCC-14
negotiation, EVN and the Contractor have been unable to

solve amicably such Contractual dispute , either party may
refer for resolution to arbitration by the mechanism as set
forth in GCC Sub-Clause 6.2 below.
(,
6.2
Arbitration
6.2.1
sing under or in connection with the

Contract, which has not been settled between the
Contractor and EVN, shall be referred to and finally
settled by arbitration. If either EVN or the Contractor is
dissatisfied or if the both parties could not conclude the
dispute within the period as stated in GCC Sub-Clause
6.1 , after the dispute being referred to the other pty
then, either EVN or the Contractor may, within fifty six
(56) days of such reference, give a notice to the other
Pty of its intention to commence arbitration, as
hereinafter provided, as to the matter in dispute. No
arbitration in respect of this matter may be commenced
unless such notice is given.
Any dispute
6.2.2 Any dispute in respect of which a notice of intention to

commence arbitration has been given, in accordance with
GCC Sub-Clause 6.2.1 , shall be finally settled by
arbitration. Arbitration may be commenced prior to or
after completion ofthe Facilities.
6.2 .3 Arbitration proceedings shall be conductd in accordance
with the Rules of Conciliation and Arbitration of
Intemational Chamber of Commerce" issued by the
Intemational Chamber of Commerce. The seat of
Arbitration shall be in Singapore and conducted in
English Language. An Arbitration Board shall be formed
with three (3) members , of whom two (2) members shall
be appointed by EVN and the Contractor respectively,
and these two members will appoint one (1) member as a
chairman ofthe Board. Iffirst two members cmot agree
upon the appointment of a lrd member, within fifteen
(15) days , the third member shall be appointed by the
President of Intemational Chapter of Arbitrators. All
decisions by the Arbitration Board shall require simple
m ority and shall bind on both parties. The decision
shall be informed to both parties in writing by the
Chairman of the Arbitration Board. The Arbitration fee
shall be bome by the loosing pty. The Arbitration Board
may engage experts to act in an advisory capaci but not
able to vote on the decision. Minutes of all meetings
endorsed by members of the Board shall be kept by both
IV-GCC-15
partes.
6.2.4 No one with a financial interest in the subject under
arbitration will be permitted to serve on this Board.
6.3
6.4
Notwithstanding any reference to the arbitration herein,

(
the parties shall continue to perform their

respective obligations under the Contract unless
they otherwise agree , and
(b)
EVN shall pay the Contractor any payment due

the Contractor.
Court Litigation
Any arbitration award pursuant to the conditions of this
Contract may be enforced in any court having jurisdiction

overEVN ld the Contractor or their assets.
B. Subject Matter of Contract

7. Scope of
Facilities
7.1
Unless otherwise expressly limited in the Technical

Specifications, the Contractor s obligations cover the
provision of all Plant and Equipment and the
performance of all Installation Services required for the
design, manufacture , procurement, quali assurance,
construction, installation, associated civil works ,
commissioning and delivery of the Plant and Equipment
and completion of the Facilities in accordance with the
plans , procedures , specifications , drawings , codes and
any other documents as specified in the Technical
Specifications including, but are not limited to , the
provision of supervision and engineering services , the
supply of labor, materials , equipment, spare parts (as
specified in GCC Sub-Clause 7.3 below) and accessories ,
Contractor s Equipment; construction utilities and
supplies , tempora materials , structures and facilities ,
transportation (including, without limitation, un10ading
and hauling to , from and at the Site) and storage.
7.2
The Contractor shall , unless specifically excluded in the

Contract, perform all such work anor supply all such
items and materials not specifically mentioned in the
Contract but that can be reasonably inferred from the
Contract as being required for attaining Completion of
the Facilities as if such work and/or items and materials
IV-GCC-16
VIETNAM ELECTRICITY I TEPSCO
were expressly mentioned in the Contract.

7.3
In addition to the supply of Essential Spare Parts, Special

Tools and Consumables specified in the Contract, the
Contractor agrees to supply Optional Spare Parts ,
Optional Special Tools and Additional Consumables
required for the operation and maintenance of the
Facilities for the period of two (2) years after the
Provisional Acceptance. However, the identity,
specifications and quantities of such Optional Spare
Parts, Optional Special Tools and Additional
Consumables and the terms and conditions relating to the
supply thereof are to be agreed between EVN and the
Contractor, and the price of such Optional Spare pts
Optional Speci Tools and Additiona1 Consumables
shall be that given in Price Schedule (provisional Sum
)). The price of such Optional Spare Pts Optional
Special Tools and Additional Consumables shall include
the purchase price therefor and other costs and expenses
(including the Contractor s fes) relating to the supply of
spare parts.
7.4
The Facilities to be completed under the Contract shall be

made on a turn-key basis which include but not limited to
the Works mentioned below:
(1) designing, manufacturing, shop testing, shipping

and
delivering,
installing,
testing
and
commissioning one (1) 300-330 MW oil/gas fued
Thermal Power Plant which consists of m or
equipment (Key Equipment) such as boiler,
turbine, generator and flue gas desulphurization
plant (F GD) ,
(2) constructing associated civil
structures
and architectural
(3) commissioning, reliability test running , and

executing performance test to assure the
Facilities function in accordance with the
conditions of the Contract
(4) supplying tools , spare pts and consumables in
accordance with the Contract
(5) supplying vehicles and additional equipment for
EVN use and maintaining Site Offices for EVN
and the Consultant.
IV-GCC-17
(6) and other Works and

of the Contract.
8.
Seices
under the provision
7.5
This Project is planned as the extension of o Mon

Thermal Power Plant Unit NO.l and Common Facilities
for Two (2) Units Contract" (Unit NO.l Contract) which
was taken over and is now in operation at the location
adjacent to the Site. So that the Contractor shall be duly
aware of his responsibili neither to obstruct nor to
damage the ongoing and completed Facilities or
Personnel under the Unit NO.l Contract pursuant to GCC
Clauses 9 and 33.
8.1
Time for Commencement
Commencem
8.1.1 The Contractor shall commence work on the Facilities on
ent, Execution
and from the Effective Date and shall stt the
and Completion
construction works at Site as soon as practically possible
as approved by EVN, and without prejudice to GCC SubClause 26.2 hereof, the Contractor shall thereafter
proceed with the Facilities in accordance with the time
schedule specified in the corresponding Appendix 4
(Time Schedule) to the Contract Agreement.
8. 1.2
Within fifteen (15) days of the Effective Date, the

Contractor shall send the Contractor s Representative
and supporting staff for the kick off meeting at CTTP
Oce and he or other representative (before starting of
full-scale construction at the Site) shall stt staying in
Can Tho City for daily contact and communication with
EVN.
8.2
Execution of Works
8.2.1
The Contractor shall, always during the Contract Period,
execute the works at Site in mobilization of staff,

workforce , Contractor s Equipment and Temporary
Facilities which, in the judgment of EVN, are sufficient
to complete the Facilities within the Contract Period in
compliance with the key dates and other conditions of
the Contract.
8.2 .2
The capaci of the Construction Equipment and the

Temporary Facilities , sequence of operations , method of
operations and workforce employed shall be such as to
ensure the completion of the Works within the Contract
Period and on Time for Completion.
8.2.3
The Contractor shall be responsible for gaining and
IV-GCC-18
V1ETNAM ELECTRICITY / TEPSCO
maintaining any licenses, permits , permissions or

authorities that may be necessary to enable him to cay
out the Works. If requested to do so, EVN shall provide
advice and assistance to the Contractor in gaining such
authorizations , but this shall in no way relieve the
Contractor of responsibili.
Time for Completion
8.3 .1
The Contractor shall attain Completion of the Facilities

(or of a part where a separate time for Completion of
suchpt is specified as key dates in the Contract) within
thirty five (35) months of Effective Date or within such
extended time to which the Contractor shall be entitled
under GCC Clause 40 hereof. The date of completion is
as specified in GCC Clause 24 (Completion).
8.3 .2
The Works shall be completed in the sequence order of

commissioning (power receiving, initial firing , initial
sten
admission, synchronization, al run and
adjustment), reliability run and performance tests , of
which key dates are set forth in SCC Sub-Clause 1.2.5.2
(k), (1) and (n).
8.3 .3
The Works, except that part to be performed during the

Defect Liability Period, shall be completed within the
Contract Period indicated in GCC Sub-Clause 8.3.1. The
Time for Completion of the W orks , the last date of the
Contract Period, shaIl be the date of satisfactory
completion of the Performance Tests, as certified by the
Provisional Acceptance Certificates issued by EVN, for
the whole of the Equipment.
8.3 .4
The date offinal and total completion ofthe whole ofthe

W orks shall be the date of termination of the Defect
Liability Period for the whole of the Works. It shall be
certified by the Final Acceptance Certificate issued by
EVN in accordance with SCC Sub-Clause 1.2 .5 .2 (r) ,
after the Inspection for Final Acceptance of the Works ,
and provision by the Contractor of the Optional Special
Tools , Spare Parts and Consumables for operation and
maintenance in accordance with GCC Sub-Clause 12.5.
8 .3
9. Contractors
Responsibilities
9.1
The Contractor shall design, manufacture (including

associated purchases and/or subcontracting), install,
construct and complete the Facilities with due care and
diligence in accordance with the Contract.
9.2
The Contractor confirms that it has entered into this
IV-GCC-19
0 MON THERMAL POWER P
V1ETNAM ELECTRICITY / TEPSCO
~11
..~.
iI C_'
::'.
Contract on the sis of a proper examination of the d

relating to the Facilities (including any data as to bo:(ingX~':
sts) provided by EVN , and on the basis of iorma
that the Contractor could have obtained from a vi
inspection of the Site including the conditions of the works
of Unit No .l Contract as stated in GCC Sub-Clause 7.5
above, and of other data readily available to him rating to
the Facilities as of the date twenty-eight (28) days prior to
Bid submission. The Contractor acknowledges that any
failure to acqunt himself with all such data and
information shall not relieve his responsibility for properly
estimating the difficulty or cost of successfully performing
the Facilities.
Y
9.3
The Contractor shall acquire in his name all permits ,
approvals and/or licenses from all local, state or national

govemment authorities or public service undertakings in
the country where the Site is located that are necessy for
the performance of the Contract, including, without
limitation, visas for the Contractor s and Subcontractor s
personnel and entry permits for all imported Contractor s
Equipment. The Contractor shall acquire all other permits,
approvals and/or licenses that are not the responsibility of
EVN under GCC Sub-Clause 10.3 hereof and that are
necessa for the performance of the Contract.
9.4
The Contractor shall comply with all laws in force in

Vietnam. The laws will include all local, state, national or
other laws that affect the performance of the Contract and

bind upon the Contractor. le Contractor shall indemnify
and hold harmless EVN from and against any and all
liabilities, damages, claims , fines , penalties and expenses
of whatever nature arising or resulting from the violation
of such laws by the Contractor or his personnel, including
the Subcontractors and their personnel.
(_,
9.5
Coun
ofOrigin
9.5.1 The Equipment, Materials and Services, for the Permanent

Works to be executed and supplied under the Contract
shall have their origin in source countries eligible for JBIC
loans and all expenditures made under the Contract will be
limited to such Critical Equipment and Critical Materials
as stated in GCC Sub-Clauses 9.5 .2 and 9.5.3 below.
9.5.2 The country of origin of the Critical Equipment and
Materials shall be preferably the same as countries of the
nominated manufacturers belonging to the Contractor as
IV-GCC-20
qualified or shall be approved by signing the Contract.

9.5.3 The Critical Equipment and Materials refrred to above are
items of a substantial nature and of which the performance
is essential to the performance of the Works or which are
so designated by EVN. Such Critical Equipment and
Materials items are stipulated in Clause 2.1.2.2 in Volume
2.
9.5 .4 The origin shall be considered to be the place where
materials are mined, grown or produced or from which the
Equipment and Materials are fabricated or produced, or
from which the Services are provided. The Equipment and
Materials are considered to be produced when, through
manufacturing, processing or major assembling of
components , they are commercially recognized to be
substantially different in basic characteristics from its
components.
9.6
The Contractor shall submit quality assurance program

within twenty eight (28) days of Effective Date for EVN s
approval as stipulated in SCC Sub-Clause 1.2 .4 .6.
9.7
The Contractor shall also propose and execute Sety

Management Procedure and submit periodical safety
The Contractor shall
record for EVN s approval.
indemnify EVN against any liability for losses and
dlages to the property, and against personal injury or
casualty to the personnel of EVN, Contractor or
Subcontractor and any lrd party including Unit NO.l
Contractor.
Further to the above , the Contractor shall execute the

Safety Management sincerely in conformity with Clause
2.1.9 in Volume 2. The Contractor s employees shal1 abide
strictly by the laws of the Socialist Republic of Vietnam
relevant to the execution of the Contract. The Contractor
shall conduct the Works with due regard to safety against
accidents to his employees and to the employees of EVN
inspecting the Works. He shall provide such machinery
guards , safe walkways , ladders , bridges, and other safety
devices as may be required by EVN as requisite to the
prevention of accidents. He shall promptly report to EVN
all accidents occurring to the Contractor s and
Subcontractor s employees. The Contractor shall be
responsible for the payment of all indemnities arising out
of any labor accident that may occur in the course of the
Works for which h is responsible.
IV-GCC-21
o MON THERMAL POWER PLA
.0:":
;
f; ~ \'6'
c,
If for any reason, which does not entitle the Contractor to t l F
>
9.8
an extension of the Contract Period, the rate of progress of

the Works or any section thereof is any time, in the::
opinion of EVN, too slow to ensure completion of t4
Works within the Time for Completio~ or extended Time
for Completion, the Contractor shall thereupon, (on written
notice from EVN), take such steps as are necessY to
accelerate the Works to complete the Works , or such
section within the Time for Completion, or extended Time
for Completion. However, the Contractor shall not be
entitled to any additional payment for taking such steps.
9.9
Keeping the Site of Works in a sanitary condition in

accordance with the laws of the Socialist Republic of
Vietnam and as directed by EVN.
9.10 The Contractor sha11 erect and maintain such barriers and
lights as will effectively prevent any accident in
consequence of his Works; and any consuction which
may be jeopardized in any manner must be thorough1y and
substantia11y braced against winds, floods , settling, falling ,
or like occurrences , and when necessy should be
covered and protected from sun and rain; and he shall be
liable for al1 damages occasioned in any manner by his
acts or neglect, or those of his agents , employees, or
workmen.
9.11 The Contractor sha11 provide his own vehicles to be used
in the Socialist Republic of Vietnam for the execution of
his Works under the Contract.
(~
9.12 When ordered by EVN, the Contractor sha11 make suitable

and adequate conditions for the safe and free passage of
persons and vehicles around, or under the W orks while the
same IS m progress.
Such conditions for traffic shall be made to the
satisfaction ofEVN.
9.13 If in the execution of the Works , it is necessary to
interrupt the natural flow of any river or stream, or any
surface drainage , or the flow of any artificial drain, the
Contractor shall take adequate measures to prevent
damage to either public or private property and shall be
held liable for any damage resulting from any neglect on
his part to provide for either natural or artificial drainage
which he may have inteupted.
9.14 The Contractor shall encroach upon public streets and
IV-GCC-22
data and other information received from EVN for any

other than the design, procurement of Plant and
Equipment, construction or such other work and services
as are required for the performance of the Contract.
Ppose
16.3
The obligation of a pty under GCC Sub-Clauses 16.1

and 16.2 above , howver shall not apply to that
information which
(a) now or hereafter nters the public domain through no
fault of that pty
(b) can be proven to have been possessed by that pty at
the time of disclosure and which was not previously
obtained, d.irectly or indirectly, from the other party
hereto
(c)
otherTse lawfully becomes available to that party

from a third party that has no obligation of
confidentiality .
16 .4
The above provisions of this GCC Clause 16 shall not in

any way modify any undertaking of confidentiality given
by either of the parties hereto prior to the date of the
Contract in respect ofthe Facilities or any pt thereo f.
16.5
The provisions of this GCC Clause 16 shall survive

termination, for whatever reason, of the Contract.
E. Execution of the Facilities

17. Representatives
17 .1 EVN s Representative
EVN appointed CTTP as his Reprsentative and delegated
his responsibilities and dutis to CTTP. EVN may from
time to time appoint some other person as EVN s
Representative in place of the person previously so
appointed, and shall give a notice of the nne of such other
person to the Contractor without delay. No such
appointment shall be made at such a time or in such a
manner as to impede the progress ofwork on the Facilities.
Such appointment shall only take effect upon receipt of
such notice by the Contractor. EVN s Representative shall
represent and act for EVN at all times during the crency
of the Contract. All notices , instructions , orders ,
certificates , approvals and all other communications under
the Contract shall be given by EVN s Representative ,
IV-GCC-41
except as herein otherwise provided.

All notices , instructions , information and other
communications given by the Contractor to EVN under the
Contract shall be given to EVN s Reprsentative except as
herein otherwise provided.
17.2 Contractor s Representativ & Project Manager
17.2.1 If the Contractor s Representative is not named in the
Contract, then within fourteen (1 4) days of the Ef6ctive
Date , the Contractor shall appoint the Contractor s
Representative and shall rquest EVN in writing to
approve the person so appointed. If EVN makes no
objection to the appointment within fourteen (14) days ,
the Contractor s Representative shall be deemed to have
been approved. If EVN objects to the appointmnt within
fourteen (1 4) days giving the reason therefore , then the
Contractor shall appoint a replacement within fourteen
(14) days of such objection.
17.2.2 The Contractor s Representative shall represent and act
for the Contractor at all times during the currency of the
Contract and shall give to EVN s Representative all the
Contractor s notices , instructions , information and all
other communications under the Contract. All notices ,
instructions , information and all other communications
given by EVN or EVN s Representative to the Contractor
under the Contract shall be given to th Contractor s
Representative or, in his absence , his deputy, except as
herein otherwise provided. The Contractor shall not
Contractor s
revoke
the
appointment of the
Representative without EVN s prior written consent,
which shall not be unreasonably witleld. If EVN
consents thereto , the Contractor shall appoint some other
person as the Contractor s Representative , pursuant to the
procedure set out in GCC Sub-Clause 17 .2 .1.
17.2.3 The Contractor s Representative may, sU ect to the
approval of EVN (which shall not be unreasonably
withheld) , at any time delegate to any person any of the
powers , functions and authorities vested in him. Any such
delegation may be revoked at any time. Any such
delegation or revocation shall be subject to a prior notic
signed by the Contractor s Representative , and shall
specify the powers , functions and authorities thereby
delegatd or revoked. N 0 such delegation or revocation
shall take effect unless and until a copy thereof has been
delivered to EVN and EVN s Representative. Any act or
IV-GCC-42
exercise by any person of powers , functions and

authorities so delegated to him in accordance with this
GCC Sub-Clause 17.2.3 shall be deemed to be an act or
exercise by the Contractor s Representative.
17.2 .4 From the commencement of installation of the Facilities
at the Site until Completion, the Contractor s
Representative shall appoint a suitable person as the
project manager (hereinafter referrd to as Project
Manager"). Project Manager shall supervise all work
done at the Site by the Contractor and shall be present at
the Site throughout normal working hours except when
on leave , sick or absent for reasons connected with the
proper performance of the Contract. Whenever the
Project Manager is absent from the Site , a suitable person
shall be appointed to act as his or her deputy.
The Contractor may appoint sne person for the position
ofhis representative and Project Manager.
The Proj ect Manager shall appoint Technical Leader"
and propose such appointment to EVN for approval.
Technical Leader shall be a person or a firm who shall
take full responsibility by supervising for the technical
matters of the Facilities under the Contract.
The
Contractor may nominate one (1) or sevral persons to
hold concurrently for the position of Contractor s
Representative, Project Manager and Technical Leader
subject to EVN s approval.
17.2.5 EVN may by notice to the Contractor object to any

representative or person employed by th Contractor L.'1
the execution of the Contract who , in the reasonable
opinion of EVN , may behave inappropriately, may be
incompetent or negligent, or may commit a snous
breach of the Site regulations provided under GCC SubClause 22.3. EVN shall provide evidence of the same ,
whereupon the Contractor shall remove such person from
the Facilities.
17 .2 .6 If any representative or person employed by the
Contractor is removed in accordance with GCC SubClause 17 .2 .5 , the Contractor shall, where required ,
promptly appoint a replacement.
18. WorkProgram
18 .1
Contractor s Organization
The Contractor shall supply to EVN and the EVN s
Representative a chart showing the proposed organization
IV-GCC-43
to be establishd by the Contractor for carrying out work

on the Facilities. The chart shall include the identities of
the key personnel together with the curricula vitae of
such key personnel to be employed within twenty-one
(21) days of the Effictive Date. The Contractor shall
promptly inform EVN and EVN s Representative in
writing of any revision or alteration of such an
organization chart.
18.2
Program ofPerformance
Within twenty-eight (28) days after the date of signing
the Contract Agreement, the Contractor shall prepare and
submit to EVN a detailed program of performance of the
Contract, made in the form specified in th SCC SubClauses 1.2 .4.2 (e) and 1.2.9.1 reviewing the Agreed
Work Schedule" and showing the sequence in which it
proposes to design, manufacture, transport, assemble,
install and precommission the Facilities , as well as the
date by which the Contractor reasonably requires that
EVN shall have fulfilled his obligations under the
Contract so as to enable the Contractor to execute the
Contract in accordance th the program and to achieve
Completion, Commissioning and Acceptance of the
Facilities in accordance with the Contract. The progrn
so submitted by the Contractor shall accord with the
Time Schedule included in the corresponding Appendix
4(Time Schedule) to the Contract Agreement and any
other dates and periods specified in the Contract. The
Contractor shall update and revise the pro!n as and
when appropriate or when required by EVN s
Representative, but without modification in the Times for
Completion given in the GCC Sub-Clause 8.3 and any
extension granted in accordance with GCC Clause 40 ,
and shall submit all such revisions to EVN s
Representative.
The Contractor should observe key dates as specified in
the Contract Agreement and SCC Sub-Clause 1. 2.5.2
from time to time during execution ofthe Works.
The Contractor shall use Critical Path Method (CPM) ,
PERT network or other internationally used program as
the form ofProgram ofPerformance ofthe Contract.
18.3
Progress Report
The Contractor shall monitor progress of all the activities
specified in the program referred to in GCC Sub-Clause
IV-GCC-44
18.2 above , and supply a progress report to EVN s

Representative every month.
The progress report shall be in a form acceptable to
EVN s Representative and shall indicate: (a) percentage
completion achieved compared with the plannd
percentage completion for each activity; and (b) where
any activity is behind the program , giving comments and
likely consequences and stating the corrective action
being taken.
18 .4
Progress ofPerformance
If at any time the Contractor s actual pro gress falls
behind the program referred to in GCC Sub-Clause 18.2,
or it becomes apparnt that it will so fall behind, the
Contractor shall, at the request of EVN or the EVN s
Representative , prepare and submit to EVN s
Representative a revised program , taking into account the
prevailing circumstances , and shall notify EVN s
Representative of the steps being taken to expedite
progress so as to attain Completion of the Facilities
within the Time for Completion under GCC Sub-Clause
8.3 , any extension thereof entitled under GCC SubClause 40.1 , or any extended period as may otherwise be
agreed upon between EVN and the Contractor.
18.5
Work Procedures
The Contract shal1 be xcuted in accordance with the
Contract Documents ld the procedures given in the
section on Sample Forms and Procedures of the Contract
Documents.
The Contractor may execute the Contract in accordance
with his own standard proj ect execution plans and
procedures to the extent that they do not conflict with the
prosions contained in the Contrac t.
19. Subcontracting
19 .1
The corresponding Appendix 5 (List of Approved

Subcontractors) to the Contract Agreement specifies
major items of supply or services (such as Boiler,
Turbine , Generator, FGD and civil works) and a list of
approved Subcontractors against each item, inc1 uding
vendors.
Insofar as no Subcontractors are listed against any such
item, the Contractor shall prpare a list of Subcontractors
for such item for incI usion in such lis t. The Contractor
IV-GCC-45
may from time to time propose any addition to or deletion

from any such list. The Contractor shall submit any such
list or any modification thereto to EVN for its approval in
sufficient time so as not to impede the progress of work
on the Facilities. Such approval by EVN for any of the
Subcontractors shall not relieve the Contractor from any
of his obligations , duties or responsibilities under the
Contract.
19.2
The Contractor shall select and employ his

Subcontractors for such m or items from those listed in
the lists referred to in GCC Sub-Clause 19.1 , except the
Contractor execute such items by himself. However, the
Contractor shall not subcontract the whole of the
Facilities unless otherwise provided in the Contract.
19.3
For items or parts of the Facilities not specified in the

corresponding Appendix 5 (L ist of Approved
Subcontractors) to the Contract Agreement, the
Contractor may employ such Subcontractors as it may
select, at its discretion, and submit the list of such
subcontractor with detailed information to EVN for
approval. However such approval will not relieve the
Contractor from his obligation under the Contract.
19 .4
The Contractor shall be responsible for acts , default and

negligence of the Contractor any subcontractors or
member of consortium , and his agent or employee. The
Contractor shall not replace or remove member of
consortium or subcontractors as stipulate above SubClause 19. 1. The Contractor shall at all times employ a
competent workforce , which in the judgment of EVN
shall be sufficient to ensure the time for completion of the
Facilities. The Contractor shall maintain at the Site an
efficient and adequate number of work force , tempory
facilities and Contractor s Equipment to satisfactorily
execute the Facilities in a safe , efficient workmanlike
manner at the rate of progress specified in its working
schdule.
All the Contractor s Equipment and
Temporary Facilities shall be always in good working
conditions and the Contractor shall repair or replace any
of damaged or inefficient equipment or facilities.
19.5
The Contractor shall be notified to the fact that several

materials required for the Project are available in the
Socialist Republic of Vietnam with acceptable
intrnational
standard quality. The Contractor is
encouraged to maximize the use of local materials unless
IV-GCC -4 6
the requirements under the Contract with respect to timely

availability, quality and price are jeopardized. The
Contractor shall identify local materials and Equipment
components he intends to purchase locally in his Bid.
The Contractor shall make his own rangements for the
engagement of all labors and, save insofar as the Contract
otherwise provides , for the transport , housing , feeding and
paymnt thereof. The Contractor is encouraged to employ
in the execution of the Contract Vietnamese citizens to the
possible extent with preference being given to residents
within the immediate vicinity of the Project Site , taking
into consideration his overall responsibility to complete
the Works on a timely basis.
(
20. Design and

Engineering
20.1 Specifications and Drawings

20. 1. 1 The Contractor shall execute the basic and detailed
design and the engineering work in compliance with the
provisions of the Contract, or where not so specified, in
accordance with good engineering practice.
The Contractor shall be responsible for any
discrepancies , errors or omissions in the specifications ,
drawings and other technical documents that he has
prepared, whether such specifications , drawings and
other documents have been approved by EVN s
Representative or not.
20. 1.2 The Contractor shall b entitled to disclaim responsibility
for any design, data, drawing, specification or other
document, or any modification thereof provided or
designated by or on behalf ofEVN, by giving a notice of
such disclaimer to EVN s Representative.
20.2 Codes and Standards
Wherever references are made in the Contract to codes and
standards in accordance with which the Contract shall be
executed, the edition or the revised version of such codes
and standards current at the date twenty-eight (28) days
prior to date of Bid submission shall apply unless
otherwise specified. During Contract execution, any
changes in such codes and standards shall be applied after
approval by EVN and shall be treated in accordance with
GCC Clause 39. The Contractor shall, within twenty eight
(28) days of Effective Date , submit for EVN s approval a
list of the Codes and Standards, or p t thereof, which shall
govem the design, manufacture , shoptests , shipping ,
IV-GCC-47
delivering , construction, installation, commissioning,

reliability run, and prformance test ofthe Facilities.
20.3 ApprovallReview of Technical Documents by EVN s
Representative
20.3.1 The Contractor shall prepare (or cause his Subcontractors

to prepare) and furnish to EVN s Representative the
documents listed in the corresponding Appendix 7 (L ist
of Documents for Approval or Review) to the Contract
Agreement for its approval or review as specified and in
accordance with the requirements of GCC Sub-Clause
18.2 (progr1 ofPerformance). Any pt ofthe Faci1ities
covered by or related to the documents to be approved by
EVN s Representative shall be executed on1y after
EVN s Representative s approval thereof. GCC SubClauses 20.3.2 through 20.3.7 shall apply to those
documents requiring EVN s Representative s apprO'al
but not to those furnished to EVN s Representative for its
review on1y.
20.3.2 Within fourteen (1 4) days of receipt by EVN s
Representative of any document requiring EVN s
Representative s initial study and review in accordance
with GCC Sub-Clause 20.3.1 , EVN s Representative
shal1 instruct th Contractor to submit additional and
explanatory drawings/data/reports , and shall request the
Contractor to organize explanation meeting, if required or
to make revision ,if any. The Contractor shall submit
such additional documents and/or make explanation
within seven (7) days of such EVN s instruction or
request. EVN shall , within seven (7) days of such
resubmission, either return one copy thereof to the
Contractor with its approval endorsed thereon or shall
notify the Contractor in writing of its disapproval thereof
and the reasons therefor and the modifications that
EVN s Representative proposes.
In the event that the Contractor does not receive EVN s
approval , confirmation and/or comment within the period
above-mentioned, the Contractor shall be entitled to
proceed with execution of the Works concemed as
reporting it to EVN, provided that there has been no delay
or no default on the procedures by the Contractor.
However, such delayed approval of EVN does not release
the Contractor from any obligation and responsibility
under the Contract.
20.3.3 EVN s Representative shall not disapprove any document ,
IV-GCC-48
except on the grounds that the document does not comply

rith some specified provision of the Contract or that it is
contrary to good engineering practice.
20.3 .4 If EVN s Representative disapproves the document, the
Contractor shall modi:fy the document and resubmit it for
EVN s Representative s approval in accordance with
GCC Sub-Clause 20 .3 .2. If EVN s Representative
approves the document subject to modification(s) , the
Contractor shall make the required modification(s) ,
whereupon the document shall be deemed to have been
approved.
20.3.5 If any dispute or difference occurs between EVN and the

Contractor in connection with the Contract or arises out
of the disapproval by EVN s Representative of any
document and/or any modification(s) thereto that cannot
be settled between the parties within a reasonable period,
then such dispute or difference may be referred to
arbitration for determination in accordance with GCC
Sub-Clause 6.2 hereo f. If such dispute or difference is
referred to an arbitration, EVN s Representative shall
give instructions as to whether and, if so, how
performance of the Contract is to proceed. The
Contractor shall proceed with the Contract in accordance
rith EVN s Representative s instructions , provided that
if EVN has not given notice under GCC Sub-Clause 6.1.2
hereof, then the Contractor shall be reimbursd by EVN
for any additional costs incurred by reason of such
instructions and shall be relieved of such responsibility or
liability in connection with the dispute and the execution
of the instructions as the arbitrator shall decide , and the
Time for Completion shall be extended accordingly.
20.3.6 EVN s Representativ s approval, with or without
modification of the document furnished by the
Contractor, shall not relieve the Contractor of any
responsibility or liabili imposed upon it by any
provisions of the Contract except to the extent that any
subsequent failure results from modifications required by
EVN s Representative.
20.3.7
Th
Contractor shall not depart from any approved

document unless the Contractor has first submitted to
EVN s Representative an amended document and
obtained EVN s Represntative s approval thereof,
pursuant to the provisions of this GCC Sub-Clause 20.3.
If EVN s Representative rquests any change in any
IV-GCC-49
VIETNAM ELECTRlCITY I TEPSCO
already approved document andlor in any document

based thereon, the provisions of GCC Clause 39 shall
apply to such reques t.
21. Procurement
21.1 Plant and Equipment
Subject to GCC Sub-Clause 14.2 , the Contractor shall

manufacture or procure and transport all the Plant and
Equipment in an expeditious and orderly mmer to the
Site.
21.2 Employer-Supplied Plant, Equipment, and Materials
If the corresponding Appendix (Scope of W orks and

Supply by the Employer) to the Contract Agreement
provides that the Employer shall furnish any specific items
of machinery, equipment or materials to the Contractor, the
following provisions shall apply:
2 1. 2.1 The Employer shall, at its own risk and xpense
transport each item to the place on or near the Site as
agreed upon by the pties and make such item available
to th Contractor at the time specified in the program
furnished by the Contractor, pursuant to GCC Sub-Clause
18.2, unless otherwise mutually agreed.
21 .2.2 Upon receipt of such item, the Contractor shall inspect
the same visually and notify the Employer s
Representative of any detected shortage , defect or
default. The Employer shall immediately remedy any
shortage, defect or default, or the Contractor shall, if
practicable and possible , at the request of the Employer,
remedy such shortage , defect or default at the Employer s
cost and expense. After inspection, such item shall fall
under the care , custody and control ofthe Contractor. The
provision of this GCC Sub-Clause 21 .2 .2 shall apply to
any item supplied to remedy any such shortage or dfault
or to substitute for any defective item, or shall apply to
defective items that have been repaired.
21.2.3 The foregoing responsibilities of th Contractor and its
obligations of care , custody and control shall not relieve
the Employer of liability for any undetected shortage ,
defect or default, nor place the Contractor under any
liability for any such shortage , defect or default whether
under GCC Clause 27 or under any other provision of
Contract.
IV-GCC-50
21.3
Transportation
21.3.1 The Contractor shall at his own risk and expense

transport all the Plant and Equipment and the
Contractor s Equipment to the Site by the mode of
transport that the Contractor judges most suitable under
all the circumstances.
2 1. 3.2 Unless otherwise provided in the Contract, the Contractor
shall be entitled to select any safe mode of transport
operated by any person to cay the Plant and Equipment
and the Contractor s Equipment.
2 1.3.3 Upon dispatch of each shipment of the Plant and
Equipment and the Contractor s Equipment, the
Contractor shall notify EVN by telex, cable, facsimile or
Electronic Data Interchange (EDI) of the description of
the Plant and Equipment and of the Contractor s
Equipment, the point and means of dispatch, and the
estimated time and point of arrival in Vietnam, if
applicable , and at the Site. The Contractor shall furnish
EVN with relevant shipping documents to be agreed upon
between the parties.
2 1. 3.4 The Contractor shall be responsible for obtaining, if
necessa"
approvals from the authorities for
transportation of the Plant and Equipment and the
Contractor s Equipment to the Site. EVN shall use its
best endeavors in a timely and expeditious manner to
assist the Contractor in obtaining such approvals , if
requested by the Contractor. The Contractor shall
indemnify and hold harmless EVN from and against any
claim for damage to roads , bridges or any other traffic
facilities that may be caused by the transport of the Plant
and Equipment and the Contractor s Equipment to the
Site.
21 .4
Customs Clearance
The Contractor shall, at his own expense , handle all
imported Plant and Equipment and Contractor s
Equipment at the point(s) of import and shall handle any
formalities for customs clearance , subject to EVN s
obligations under GCC Sub-Clause 14.2, provided that if
applicable laws or regulations require any application or
act to be made by or in the name of EVN, who shall take
all necessary steps to comply with such laws or
regulations. In the event of delays in customs clearance
that are not the fault of the Contractor, the Contractor
IV-GCC-51
shall be entitled to an extension in the Time for

Completion, pursuant to GCC Clause 40.
22. Installation
22.1 Setting Out/SupervisionILabor

22.1.1 Bench Mark: The Contractor shall be responsible for the
true and proper setting-out of the Facilities in relation to
bench marks , reference marks and lines provided to it in
writing by or on behalf ofEVN.
If, at any time during the progress of installation of the
Facilities , any error shall appear in th position, level or
alignment of the Facilities, the Contractor shall forthwith
notify EVN s Representative of such error and, at his
own expense , immediately rectify such error to the
reasonable satisfaction of EVN s Representative. If such
error is based on incorrect data provided in writing by or
on behalf of EVN, the expense of rectifying the sam
shall be bome by EVN.
If those given bench marks or reference marks are
disturbed or dislocated during the installation and
construction ofthe Facilities , the Contractor shall relocate
and reset those points at the Contractor s expense.
22. 1.2 Contractor s Supervision: The Contractor shall give or
provide all necessary superintendence during the
installation of the Facilitis and Project Manager or its
deputy shall be constantly on the Site to provide full-time
superintendence of the installation. The Contractor shall
provide and employ only technical personnel who are
skilled and experienced in their respective callings and
supervisory staff who are competent to adequately
supervise the work at hand.
22.1.3 Labor:
(b) Unless otherwise provided in the Contract, the

Contractor shall be responsible for the recruitment,
transportation, accommodation and catering of all
labor, local or expatriat required for the execution of
rV-GCC-52
(a) The Contractor shall provide and employ on the Site

in the installation of the Facilities such skilled, semiskilled and unskilled labor as is necessary for the
proper and timely execution of the Contract. The
Contractor is encouraged to use local labor that has
the necessary skills.
the Contract and for all payments in connection

therewith.
(c) The Contractor shall be responsible for obtaining all
necessary permit(s) and/or visa(s) from the
appropriate authorities for the ntry of all labor and
personnel to be employed on the Site into Vietnam.
(d) The Contractor shall at his own expense provide the
means of repatriatin to all of his and his
Subcontractor s personnel employed on the contract
at the Site to their various home countries. The
Contractor shall also provide suitable tempora
maintenance of all such persons from the cessation of
their employment on the Contract to the date
programmed for their departure. In the event that the
Contractor defaults in providing such means of
transportation and temporary maintenance , EVN may
provide the sle to such personnel and recover the
cost of doing so from the Contractor.
(e) The Contractor shall comply with the provisions of all
laws of Vietnam affecting the employment of labor.
In the event EVN becomes liable to any employee or
labor of the Contractor under provisions of any such
law, resulting from the Contractor s failure to comply
with the said law, th Contractor shall indemnify
EVN and shall reimburse EVN any expenses or
penal imposed. The Contractor shall submit detailed
returns showing names of supervisory staff and the
numbers of each class of labor employed by the
Contractor and subcontractors on the Site in such a
manner and at such intervals as EVN may instruct.
The Contractor shall at all times during the progress
of the Contract use his best endeavors to prevent any
unlawful , riotous or disorderly conduct or behavior by
or nongst his employees and the labor of his
Subcontractors.
(f) The Contractor shall, in all dealings with his labor
and the labor of his Subcontractors currently
employed on or connected with the Contract, pay due
regard to all recognizd festivals , official holidays ,
religious or other customs and all local laws and
regulations pertaining to the employment of labor.
(g) On the Site , the Contractor shall observe the normal

working hours as specified by EVN. EVN shall allow
IV-GCC-53
th
Contractor to caY out work on the Site

continuously during such working hours.
(h) HIV Prevention Program

Vietnam Government had set up the National
Committee for HIV/AIDS , drug and prostitution
prevention. Cantho City People s Committee also set
up the Steering Board against HIV/AIDS , Drug and
Prostitution.
The Contractor, therefore:
(i) is responsible for coordinating with Local
Government to implementing an HIV/AIDS
Prevention Program;
(ii) is responsible for implementing an HIV/AIDS
Prevention Program nong the Contractor s
Employees (and the local community) for the
duration of the Contractor s contract ld
commencing as soon as practicable after the
Contractor s Employes arrive at the Site in
conjunction with occupational health staff of the
Contractor and the local health authorities involved
in HIV/AIDS prevention;
(iii) instructs the Contractor s Employees to participate
in the HIV/ AIDS Prevention Program in the course
of their employment and during their normal
working hours or any period of overtime provided
for in the relevant employment contracts;
For further dtail
followirlg address:
th
Contractor ca..'1 contact the
Backup Health Center

Cach Mang Thang Tam Street, Chau Van Liem Ward,
o Mon District,
Cantho
Ci
Vietnam
Te l.No.: 0710 3661444

Fax.No.: 07103664578
22.2 Contractor s Equipment
22.2 .1
exclusively for the execution of the Contract.
Contractor shall not remove the same from the Site
IV-GCC-54
without EVN s Representative s consent that such

Contractor s Equipment is no longer required for the
execution of the Contract.
22.2.2 Unless otherwise specified in the Contract, upon
completion of the Facilities , the Contractor shall remove
from the Site all Contractors' Equipment brought by the
Contractor onto the Site and any surplus materials
remaining thereon.
22.2.3 EVN will , if requested, use its best endeavors to assist the
Contractor in obtaining any local, state or national
government permission required by the Contractor for the
export of the Contractor s Equipment imported by the
Contractor for use in the execution of the Contract that is
no longer required for the execution of the Contract.
22 .3
Site Regulations and Safety

EVN and the Contractor shall establish Site regulations
stting out the rules to be 0 bserved in the execution of the
Contract at the Site and shall comply therewith. The
Contractor shall prepare and submit to the EVN, with a
copy to EVN s Representative , proposed Site regulations
for EVN s approval , which approval shall not be
unreasonably withheld.
Such Site regulations shall include , but shall not be
limited to , rules in respect of security, safety of the
Facilities , gate control, sanitation, medical care, and fire
preventon.
22 .4
Opportunities for Other Contractors
22 .4 .1 The works under Unit NO.l Contract is being executed in

adjacent area ofthe Site as stated in GCC Sub-Clause 7.5 ,
the Contractor shall coordinate with the other contractor
under the Unit NO.l Contract to facilitate both works
under the Unit No.l and Unit NO.2.
The Contractor shall , upon written request from EVN or
EVN s Representative , give all reasonable opportunities
for carrying out the work to any other contractors
employed by EVN on or near the Site.
22 .4 .2 If the Contractor, upon written request om EVN or
EVN s Representative , makes available to other
contractors any roads or ways the maintenance for which
the Contractor is responsible , permits the use by such
other contractors of the Contractor s Equipment, or
IV-GCC-55
provides any other service of whatsoever nature for such

other contractors , EVN shall fully compensate the
Contractor for any loss or damage causd or occasioned
by such othr contractors in respect of any such use or
service , and shall pay to the Contractor reasonable
remuneration for the use of such equipment or the
provision of such services.
22 .4 .3 The Contractor shall also so range to perform his work
as to minimize , to the extent possible, interference with
the work of other contractors. EVN s Representative shall
determine the resolution of any difference or con:flict that
may arise between the Contractor and other contractors
and the workers of EVN in regard to thir work.
22 .4.4 The Contractor shall notify EVN s Representative
promptly of any defects in the other contractors work
that come to its notice , and that could affect the
Contractor s work. EVN s Representative shall determine
the corrective measures , if any , required to rectify the
situation after inspection ofthe Facilities. Dcisions made
by EVN s Representative shall be binding on the
Contractor.
22.5 Emergency Work
If, by reason of an emergency arising in connection with
and during the excution of the Contract, any protective or
remedial work is necessary as a matter of urgency to
prevent damage to the Facilities , the Contractor shall
immediately c out such work.
If the Contractor is unable or unwilling to do such work
immediately, EVN may do or cause such work to be done
as EVN may determine is necessary in order to prevent
damage to the Facilities. In such an event EVN shall, as
soon as practicable after the occuenc of any such
emergency, notify the Contractor in writing of such
emergncy the work done and the reasons therefor. If the
work done or caused to be done by EVN is work that the
Contractor was liable to do at his own expense under the
Contract, the reasonable costs incurred by EVN in
connection therewith shall be paid by the Contractor to
EVN. Otherwise , the cost of such remedial work shall be
bome by the EVN.
22.6 Site Clearance
22.6 .1 Site Clearance in Course ofPerformance: In the course of
IV-GCC-56
carrying out the Contract, the Contractor shall kep the

Sit reasonably free from all unnecessary obstruction,
store or remove any surplus materials , clear away any
wreckage, rubbish or temporary works from the Site , and
remove any Contractor s Equipment no longer required
for execution of the Contract.
22.6 .2 Clearance of Site after Completion: After Completion of
all pts of the Facilities , the Contractor shall clear away
and remove all wreckage , rubbish and debris of any kind
from the Site , and shallleave the Site and Facilities clean
and safe.
22.7
Watching and Lighting

The Contractor shall provide and maintain at his own
expense all lighting, fencing , and watching when and
where necessary for the proper execution and the
protection ofthe Facilities , or for the safety ofthe owners
and occupiers of adjacent property and for the safety of
the public , especially EVN s facilities and the contractor
under the Unit NO.1 contract. The Contractor shall
provide and maintain such danger lights and barriers as
will effectively prevent any accident during the Contract
Period.
22.8
Work at Night and on Holidays
22.8 .1 Unless othrwise provided in the Contract, no work shall

be carried out during the night and on public holidays of
Vietnam without prior written consent of EVN, except
where work is necessy or required to ensure safety of
the Facilities or for the protection of life , or to prevent
loss or damage to property, when the Contractor shall
immediately advise EVN s Representative, provided that
provisions ofthis GCC Sub-Clause 22.8.1 shall not apply
to any work which is customarily carried out by roty or
double-shifts.
22.8.2 Notwithstanding GCC Sub-Clauses 22.8.1 or 22. 1. 3, if
and when the Contractor considers it necessary to cry
out work at night or on public holidays so as to meet the
Time for Completion and requests EVN s consent
thereto , EVN shall not unreasonably withhold such
consent. The Contractor shall comply with the goveming
pertinent laws and regulations of Vietnam regarding th
works on Saturdays , Sundays , Official Holidays and at
nights. EVN shall assist the Contractor in securing
necessary permit upon the Contractor s request for
IV-GCC-57
overtime works and works on Saturdays , Sundays ,

Official Holidays and at nights for EVN s staff and the
Contractor s employee.
23. Test and
Inspection
23 .1
The Contractor shall at his own expense carry out at the

place of manufacture and/or on the Site all such tests
and/or inspections of the Plant and Equipment and any
part ofthe Facilities , whenever EVN deems it necessary.
23.2
EVN and its Representative or their nominee including

the Consultant shall be entitled to attend the aforesaid
test, provided that all costs and expenses incurred in
connection with such attendance including, but not
limited to , all traveling and board and lodging expenses
shall be reimbursed under the provisions of Provisional
Sum (A) as stated in Appendix 1 (Terms and Procedures
ofPayment)
23.3
Whenever EVN requested to cay out any such test
and/or inspection, the Contractor shall give a reasonable

advance notice of such test and/or inspection and of the
place and time thereof to EVN s Representative. The
Contractor shall obtain from any relevant trd party or
manufacturer any necessary permission or consent to
enable EVN and EVN s Representative (or thlr
nominee) to attend test and/or inspection.
23 .4
The Contractor shall provide EVN s Representative with

a certified report of the results of any such test and/or
mspecton.
IfEVN orEVN s Representative (or thir nominee) fails
to attend test and/or inspection, or if it is agreed upon
between the parties that such persons shall not do so , then
the Contractor may proceed with test and/or inspection in
th absence of such persons , and shall provide EVN s
Representative with a certified report of the results
thereo f.
23.5
23.6
EVN s Representative may require the Contractor to

carry out any test and/or inspection. Further, if such a test
and/or inspection impedes the progress of work on the
Facilities an d/or the Contractor s performance of his
other obligations under the Contract, due allowance will
be made in respect of the Time for Completion and the
other obligations so affected.
If any Plant and Equipment or any part of the Facilities
fails to pass any test and/or inspection, the Contractor
IV-GCC-58
shall either rectify or replace such Plant and Equipment

or pt of the Facilities and shall repeat test and/or
inspection upon giving a notice under GCC Sub-Clause
23.3. The Contractor shall bear and pay all the expenses
in connection with this repeated test and/or inspection.
23.7
If any dispute or differenc of opinion arises between the

in connection with or arising out of test and/or
inspection of the Plant and Equipment or pt of the
Facilities that cannot be settled between the parties within
a reasonable period of time, it may be referred to an
settlement of dispute for determination in accordance
with GCC Sub-Clause 6.1.
Pties
23.8
The Contractor shall afford access of EVN and EVN s

Representative , at any reasonable time to any place where
the Plant and Equipment are being manufactured or the
Facilities are being installed, in order to inspect the
progress and the mmer of manufacture or installation,
provided that EVN s Representative shall give the
Contractor a reasonable prior notice.
23.9
The Contractor agrees that neither the execution of test

and/or inspection of Plant and Equipment nor any pt of
the Facilities , nor the attendance by EVN or EVN s
Representative , nor the issue of any test certificate
pursuant to GCC Sub-Clause 23 .4, shall relase the
Contractor from any other responsibilities under the
Contract.
23 .1 0 No Pt of the Facilities or foundations shall be covered

up on the Site without the Contractor carrying out any
test and/or inspction required under the Contract. The
Contractor shall give a reasonable notice to EVN s
Representative whnever any such pt ofthe Facilities or
foundations are ready or about to be ready for test and/or
inspection; such test and/or inspection and notice thereof
shall be subject to the requiremnts of the Contract.
23.11 The Contractor shall uncover any pt of the Facilities or
foundations , or shall make openings in or through the
same as EVN s Representative may from time to time
require at the Site , and shall reinstate and make good
suchpt orpts.
If any pts of the Facilities or foundations have been

covered up at the Site after compliance with th
requirement of GCC Sub-Clause 23.10 and are found to
be executed in accordance with the Contract, the
IV-GCC-59
expenses of uncovering , making openings in or through,

reinstating, and making good the same shall be borne by
EVN , and the Tim for Completion shall be reasonably
adjusted to the extent that the Contractor has thereby
been delayed or impeded in the performance of any of his
obligations undr the Contract.
24. Completion of
the Facilities
24 .1 The Facilities shall be completed in the sequence order of

Commissioning (p ower receiving , initial firing , initial
steam admission, synchronization, trial run and adjustment)
Reliability Run and Performance Test of which definition
and key dates are set forth in SCC Sub-Clause 1.2.5 .2.
The Works , except that part to be performed during Defect
Liability Period, shall be completed within the Contract
Period or extended period as stipulated in GCC Clause 40.
The Time for Completion of the Facilities, or the last day
of the Contract Period shall be the date of satisfactory
completion of Performance Test as certified by the
Provisional Acceptance Certificate issued by EVN, for the
whole ofthe Facilities.
The date offinal and total completion ofthe Facilities shall
be the dat of termination of the Defect Liability Period for
the whole of the Facilities. It shall be certified by Final
Acceptance Certificate issued by EVN in accordance with
SCC Sub-Clause 1.2.5.2 , after the Inspection for Final
Acceptance ofthe Facilities.
24 .2 Commissioning
After al1 the equipment and auxiliary items have been
assembled, installed conncted and carried out precommissioning tests , then the Contractor shal1 notify EVN
the readiness for Commissioning as early as possible at the
latest one (1) month prior to Commissioning.
Training of EVN s personnel for operion and
maintenance at Site as set forth in SCC Sub-Clause
1. 2 .2 3.2 sha11 be started with Commissioning.
24.3 Reliability Run
Reliability Run shall be carried out for thirty (30) days
after completion of Commissioning in accordance with
Clause 2.1.12 in Volume 2.
IV-GCC-60
24 .4 Partial Acceptance
EVN reserves the right to take over th pt of the
Facilities constructed by the Contractor and ready for use
prior to issuanc of Provisional Acceptance Certificate by
issuing Partial Acceptance Certificate.
The Defect Liability Period for the facility which Partial
Acceptance Certificate is issued and is taken ovr by EVN
shall stt from the date ofPartial Acceptance Certificate.
24.5 Performance Test
24.5 .1 The Prformance Test (and repeats test threof) shall be
conducted by the Contractor after the period of Reliability
Run of the Facilities or relevant pt thereof to ascertain
whether the Facilities or the relevant pt can attain the
Functional Guarantees as specifid in Item 11 1ain
Design Conditions and Guaranteed Performance Data
Items) in Forms and Procedures , Technical Schedule and
Technical Specifications. EVN shall attend the
Performanc T est and , if necessary and appropriate to do
so , assist the Contractor in the Contractor s attaining such
information as may be reasonably requird in relation to
the conduct and results of the Performance Test (and any
repeats thereo f).
24.5 .2 If for reasons not attributable to the Contractor, the
Performance Test ofthe Facilities or relevant pt thereof
cannot be successfully completed within the Time for
Completion as adjusted in GCC Clause 40 (Extension of
Time for Completion) , the Contractor shall be deemed t
have fulfilled his obligations with respect to the
Functional Guarantees and GCC Sub-Clause 28 .2 and
shall not apply Liquidated Damages set forth in GCC
Sub-Clause 28 .4, however, the Contractor shall conduct
Performance Test as soon as practicable to ascertain his
Functional Guarantee.
24.6 Provisional Acceptance
24.6.1 EVN s Representative shall , within fourteen (1 4) days of
the date of satisfactory completion of Performance Test,
issue a Provisional Acceptance Certificate in the form
specified in Item 7 (F orm of Provisional Acceptance
Certificate) in Forms and Procedurs stating that the
Facilities or that part thereof have reachd Completion as
of the date of the Contractor s notice that shall be the date
IV-GCC-61
of on which the Contract Period terminates.

If EVN s Representative notifies the Contractor of any
defects and/or deficiencies , then, the Contractor shall
correct such defects and/or deficiencies , and shall repeat
the procdure described in GCC Sub-Clause 24.5. If
EVN s Representative is satisfied that the Facilities or that
part thereof have reached Completion, EVN s
Representative shall, within seven (7) days of receipt of
the Contractor s repeated notice , issue a Provisional
Acceptance Certificate stating that the Facilities or that
Pt thereof have reached Completion as of the date of the
Contractor s repeated notice. If EVN s Representative is
not so satisfied, then it shall notify the Contractor in
writing of any defects anor deficiencies within seven (7)
days of receipt of the Contractor s repeated notice , and the
above procedure shall be repeated.
24.6.2 If EVN s Reprsentative fails to issue the Provisional
Acceptance Certificate and fails to inform the Contractor
of any defects and/or deficiencies within fourteen (1 4)
days after receipt of the Contractor s notice under GCC
Sub-Clause 24.6 or within seven (7) days of receipt of the
Contractor s repeated notice under GCC Sub-Clause 24.6 ,
or if EVN makes use of the Facilities or part thereof, then
the Facilities or that part thereof shall be deemed to have
reached Completion as of the date of the Contractor s
notice or repeated notice , or as of EVN s use of the
Facilities , as the case may be.
24.7 As soon as possible after Completion, the Contractor shall
rectify all outstanding minor items so that the Facilities are
fully completed in accordance with the requirements of the
Contract. In the event of failing such obligations , EVN will
undertake such completion and deduct the costs threof
from any monies owing to the Contractor.
24.8 Upon Completion, EVN shall be responsible for the care ,
custody and control of the Facilitis or the relevant pt
thereof, together with the risk of loss or damage thereto ,
and shall thereafter take over the Facilities or the relevant
pathereof.
24.9 The Contractor shall guarantee that he shall attain such

Completion of the Facilities within th Time for
Completion as stated in GCC Sub-Clause 8.3 or within
such extended time as stated in GCC Clause 40 hereo f.
Failure of completion of the Facilities within the said Time
for Completion may result in the Contractor s payment for
IV-GCC-62
Liquidated Damages as stated in GCC Sub-Clause 26.2

hereof.
25. Commercial
Operation and
Provisional
Acceptance
25.1 Commercial Operation

25. 1. 1 Commercial Operation of the Facilities or any part
thereof shall be commenced by EVN immediately after
issue of the Provisional Acceptance Certificate by EVN s
Representative , pursuant to GCC Sub-Clause 24.6 , or
immediately after the Facilities shall be deemed to have
reached Completion, under GCC Sub-Clause 24.6 .2.
25.1.2 EVN shall supply th oprating and maintenance
personnel and all raw materials , utilities , lubricants ,
chemicals , catalysts , facilities , services and other matters
required for Commercial Operation.
25. 1. 3 VOID
25 .2 Performance Test
25 .2 .1 replaced 24 .4 .1 above
25.2 .2 replaced 24 .4 .2 above
25.3 Provisional Acceptance
25.3 .1 Subject to GCC Sub-Clause 24.6 , Provisional Acceptance
shall occur in respect of the Facilities when
(a) Performance Tests has been success fu11y completed
and the Functional Guarantees are met; or
(b) Other conditions as stipulated in GCC Sub-Clause
24.5.2 or GCC Sub-Clause 28 .2 .2 or GCC SubClause 24.6.2
25.3 .2 At any time after any of the events set out in GCC SubClause 25.3.1 have occurred, the Contractor may give a
notice to EVN s Representative requesting the issue of
Provisional Accptance Certificate in the form provided
in Item 7 (F orm of Provisional Acceptance Certificate)
in Forms and Procedures or in another form acceptable to
EVN in respect of th Facilities or the part thereof
specified in such notice as of the date of satisfactory
completion ofPerformance Test.
25.3.3 EVN s Representative shall , after consultation with EVN,
and within fourteen (14) days of receipt of the
IV-GCC-63
Contractor s
Certificate.
notice ,
issue
Provisional
Acceptance
25 .3.4 If within fourteen (1 4) days of receipt of the Contractor s

notice , EVN s Representative fails to issue Provisional
Acceptance Certificate or fails to inform the Contractor in
writing of the justifiable reasons why EVN s
Representative has not issued Provisional Acceptance
Certificate , the Facilities or the relvant pt thereof shall
be deemed to have been accepted as of the date of the
Contractor s said notice.
25 .4
Ptial
Acceptance
25 .4 .1 If the Contract specifies that Completion and

Commissioning shall be carried out in respect of pts of
the Facilities , the provisions relating to Completion ld
Commissioning including the Performance test shall
apply to each such pt of the Facilities individually, and
Partial Acceptance Certificate shall be issued accordingly
for it.
25 .4 .2 If a pt of the Facilities comprises facilities such as

buildings , for which no Commissioning or Performance
Test is required, then EVN s Representative shall issue
the Partial Acceptance Certificate for such facility when
it attains Completion, provided that the Contractor shall
thereafter complete any outstanding minor items that are
listed in the Provisional Acceptance Certificate.
25.5 Final Acceptance
EVN shall issue Final acceptance Certificate on the date
of termination of Defect Liability Period, provided that
the Contractor shall exercise all the Contractor s
obligation during the Defect Liability Period as stated in
GCC Clause 27 after the inspection of EVN. The date of
such issuance of Final Acceptance Certificate shall be the
date of final and total completion of the whole of the
Facilities.
F. Guarantees and Liabilities

26.
Completion
Time
Guarantee
26.1
The Contractor shall b rsponsible for the proper

performance of the Contract, including his organization
and proscution ofthe Works , subject to all conditions set
for1 by the Specifications and in accordance with the
IV-GCC-64
Work Schedule , Key Dates and Period

Clause 1.2.5.
st
out in SCC
The Contractor shall warrant that the Works will be

designed, manufactured, installed, constructed and put
into operation in a workmanlike manner, in complete
compliance with the Specification following the best
modem practice , and that the performance of the
Equipment will meet the guaranted characteristics.
EVN has the right to reject any pt or pts ofthe Works.
In case of rejection, the Contractor shall be bound to
effect at his own cost, such modifications or substitution
as may be considerd necessy in order that the W orks
shall conform to the requirements of the Contract.
The Contractor guarltees that he shall attain Completion
ofthe Facilities within the Time for Completion specified
in GCC Sub-Clause 8.3 , or within such extended time to
which the Contractor shall be entitled under GCC Clause
40 hereof.
26.2
If the Contractor fails to attain Completion of the

Facilities or any part thereof within the Time for
Completion or any extension thereof under GCC Clause
40 , the Contractor shall pay to EVN liquidated damages
in the nount equal to 0.05% of Net Contract Price, as
defrned in GCC Sub-Clause 1.1 (6) , per day of delay. The
aggrege amount of such liquidated damages shall in no
event exceed the maximum amount of ten percent (1 0%)
of Nt Contract Pric (Maximn"). Once th
Maximum" is reached, EVN may consider termination
ofthe Contract, pursuant to GCC Sub-Clause 42.2.2.
However, the payment of liquidated damages shall not in
any way relieve the Contractor from any of his
obligations to complet the Facilities or from any other
obligations and liabilities of the Contractor under the
Contract.
Save for liquidated damages payable under this GCC
Sub-Clause 26 .2, the failure by the Contractor to attain
any milestone or other act, matter or thing by any Key
Dates specified in the corresponding Appndix 4 (Time
Schedule) to the Contract Agreement and/or other
program of work prepared pursuant to GCC Sub-C1ause
18.2 shall not render the Contractor liable for any 10ss or
IV-GCC-65
damage thereby suffered by EVN.

EVN will deduct the nount of such liquidated damages
from any money due or which may become due to the
Contractor or from the Performance Security whichever
convenience to EVN.
26.3
The Contractor shall submit a schedule showing date ,

duration and procdure required for connecting works
between Unit nos. 1 and 2 during a outage ofUnit NO.l.
If the Contractor fails to complete such connecting works
within the proposed time period, the Contractor shall pay
to EVN liquidated damages in the amount of Japanes Yen
23 ,000 ,000 or equivalent in US$ or Euro per day.
27.
Defect
Liability
27.1
27.2
The Contractor warrants that th Facilities or any pt

thereof shall be free from defects in the design,
engineering, materials and workmanship of the Plant and
Equipment supplied and of the work executed. The
Contractor shall be responsible for making good any
defect in or damage to any part of the Facilities that may
appear or occur during Defect Liability Period due to
either
(a)
any defective material, workmanship or design, or
(b)
any act or omission of the Contractor during

execution of the Contract.
The Defect Liability Period shall be twenty four (24)

months from the following date of Completion of the
Facilities , or Satisfactory Completion of Performance
Test, certified by Provisional Acceptance Certificate. If
during the Defect Liability Period any dfect should be
found in the design, engineering, materials and
workmanship of the Plant and Equipment supplied or of
the work executed by the Contractor, the Contractor shall
promptly, in consultation and agreement rith EVN
regarding appropriate remedying of the defects , and at its
cost, repair, replace or otherwise make good (as the
Contractor shall, at his discretion, determine) such defect
as well as any damage to the Facilities caused by such
defec t. The Contractor shall not be responsible for the
repair , replacement or making good of any defect or of
any dlage to the Facilities arising out of or resulting
from any ofthe following causes:
(a)
improper operation or maintenance
IV-GCC-66
of the
Facilities by EVN
27.3
(b)
operation of the Facilities outside specifications

provided in the Contract
(c)
normal wear and tear.
The Contractor s obligations under this GCC Clause 27

shall not apply to
(
any materials that are supplied by EVN under

GCC Sub-Clause 2 1. 2, are normally consumed in
operation, or have a normal life shorter than the
Defect Liability Period stated herein
(b)
any designs , specifications or other data

designated, supplied or specified by or on behalf
of EVN or any matters for which the Contractor
has disclaimed responsibility herein
(c)
any other materials supplied or any other work

executed by or on behalf of EVN, except for the
work executed by EVN under GCC Sub-Clause
27.7.
27 .4 EVN shall give the Contractor a notice stating the nature of

any such defect together with all available evidenc
thereof, promptly following the discovery thereof. EVN
shall afford all reasonable opportunity for the Contractor to
inspect any such defect.
27.5 EVN shall afford the Contractor all necessar access to the
Facilities and the Site to nable the Contractor to perform
his obligations under this GCC Clause 27. The Contractor
may, with the consent of EVN, remov from the Site any
Plant and Equipment or any part of the Facilities that are
defective if the nature of the defect , andlor any dnage to
the Facilities caused by the dfect is such that repairs
cannot be expeditiously carried out at the Site.
27.6 If the repair , replacement or making good is of such a
character that it may affect the efficiency of the Facilities
or any pt thereof EVN may give to the Contractor a
notice requiring that tests of the defective part of the
Facilities shall be made by the Contractor immediately
upon completion of such remedial work , whereupon the
Contractor shall carry out such tests.
If such pt fails the tests , the Contractor shall carry out
further repair, replacement or making good (as th case
IV-GCC-67
may be) until that pt of the Facilities passes such tsts.

The tests shall be agreed upon by EVN and the Contractor.
27.7 The Contractor shall respond to EVN within fourteen (14)
days after th notice as stated in GCC Sub-Clause 27 .4
above in writing setting out the action proposed to be
carried out in rectification, and stt the rectification work
within forty (40) days or reasonable time to commence
agreed by EVN after the approval of rectification proposal
in writing by EVN. If the Contractor failed to respond the
rectification proposal or to commence the work necessary
to remedy such defect or any damage to the Facilities
caused by such defect within a reasonable time as stated
here above , EVN may, following notice to the Contractor,
proceed to do such work , and th reasonable costs incurred
by EVN in connection therewith sha11 be paid to EVN by
the Contractor or may be deducted by EVN from y
money due the Contractor or claimed under the
Performance Securi.
27.8 Ifthe Facilities or any part thereof cannot be used by reason
of such defect and/or making good of such defect, the
Defect Liability Period of the Facilities or such part, as the
case may be , shall be extnded by a period equal to the
period during which the Facilities or such pt cmot be
used by EVN because of any ofthe aforesaid reasons.
27.9 Except as provided in GCC Clauses 27 ld 33 , the
Contractor shall be under no liabili whatsoever and
howsoever arising, and whether under the Contract or at
law, in respect of defects in the Facilities or any part
thereof, the Plant and Equipment, design or engineering or
work executed that appear after Completion of the
Facilities or any part thereof, except where such defects are
the result of the gross negligence , fraud , criminal or 11l
action of the Contractor.
27.10 In addition, the Contractor shall also provide an extended
Wranty for any such component of the Facilities and
during the period of time as may b specified in the GCC
Sub-Clause 27.8 above. Such obligation sha11 be in
addition to the defect liability specified under GCC SubClause 27.2.
27.11 Two (2) months before the end of the Defect Liability
Period, the Contractor shall stt the Inspection for Final
Acceptance. The Inspection shall cover for the Critical
Equipment as set forth in the Specification.
IV-GCC-68
27.12
28.
Functional
Guarantees
Th Contractor shall remedy and rectify omissions and

defects attributable to the Contractor that are found through
such Inspection, providing any required engineers, spares
and consumables. However, EVN will provide office
space , warehouse, e1ectric power and water required for the
Inspection, free of charge. The Contractor shall be entitled
to utilize the equipment and facilitis ofthe Maintenance
Workshop and Laborator T 001s and Equipment" already
taken over to EVN, for the Inspection d associated
services , but the Contractor shall return them to EVN after
they have been confirmed to be in normal and operational
condition and not to have been deteriorated in any way.
28.1 The Contractor guarantees that during the Performance

test, the Facilities and all pts thereof shall attain the
Functional Guarantees specified in the corresponding Item
11 (Main Design Conditions and Guaranteed Performance
Data Items) in Forms and Procedures and Technical
Specifications hereto , subject to d upon the conditions
therein specified.
28.2 Guarantee Requirements
28.2.1 The guaranteed performance shall be without any
tolerance values. The Contractor shall demonstrate all the
guarantees covered in Item 11 (Main Design Conditions
and Guaranteed Performance Data Items) in Forms and
Procedures through the Performance Tests. If, during
tests , it is found that the Equipment have failed to meet
the guarantees, the Contractor shall cry out all necessy
modifications to make the Equipment comply with the
guaranteed requirements.
(i) accept th Equipment only after levying the penalties

listed in GCC Sub-Clause 28 .4, noting that such penalty
will be trebled if a significant deviation in performance
has been demonstrated from th tests.
(ii) or accept the Equipment only after assessing and
deducting from the Contract price or Performance Bond
the amount equivalent to the deficiency of the
Equipment as assessed by EVN.
IV-GCC-69
28.2.2 However, if the Contractor is not able to dmonstrate the

guarantees , even after the modifications within ninety (90)
days of notification by EVN (or such other prolonged
time granted by EVN) , EVN will at its discretion:
28.2.3 All guaranteed pareters are considered as reasonably

and necessarily to be quoted by the Contractor basd on
the established proven results obtained from similar
power plant units in success operational experienc.
Evidence for this shall necessarily include the test codes
used, acceptance test results , accuracy of various
instruments used for the Performance Test, details of
tolerances , if allowed, etc.
Whi le quoting the guarantee parameters , the Contractor
shall kep in mind the requirements specified especially
regarding the reliability, operabili and maintainability of
the Equipment proposed.
28.2 .4 EVN reserves the right to evaluate the parameters quoted
by the Contractor based on his experience and established
values.
28.2.5 The amount of liquidated damage may be calculated pro
rata for the fractional pts of the specified Equipment and
Plant unless stated otherwise.
28.2.6 The boiler, turbine , generator and their associated
nominated auxiliaries shall perform continuously wilout
the noise levels exceding the values specified in
respective Equipment Specifications over the entire range
of output and operating frequencies.
28.3 Performance Tests
The Performance Tests (acceptance tests) for the various
items of Equipment shall be carried out as specified under
the respective Equipment Specifications. All the guarantees
shall b tested together as far as practicable.
The Performance Tests shall be conducted for Power Plant
UnitNo.2.
28 .4 Penalty for Equipment Performance Deficincies
In case of defect in the efficiencies or outputs in respect to
the guaranteed data indicated in th Tchnical Schedules ,
the listed Equipment may still be accepted subject to the
payment of liquidatd damages by the Contractor in each
case involved.
(
.~
':
.i
if: N
L;?
Turbine-Generator Heat Rate
Heat rate in kJ/k Wh corresponding to 100% turbine rated
IV-GCC-70
I~
/./
1/
o
output (river water temperature 30 C , 0% make up and
rated steam conditions).
If the heat rate resulting from the Performance Tests
performed at the Site in accordance with the weighted
mean value stipulated in Clause 13. 1.2 in Volume 13 and
the conditions stipulated in Clause 2.1.13 in Volume 2
proves greater than the guaranteed heat rate , the Contractor
shall pay EVN the nount ofYen 17,727,000 per kJ/kWh
weighted mean value for oil frring and Yen 15 ,362,000 per
kJ/kWh weighted mean value for gas firing.
For fractional values of such excess. the Contractor shall
pay the corresponding fraction ofthe indicated penalty.
Should the percentage excess in heat rate exced two and a
halfpercent (2.5%) , as calculated by the formu1a below, the
liquidated damage of Yen 17,727 ,000 for every one (1)
kJ/kWh for oil firing will be trebled to Yen 53 ,181 ,000 d
Yen 15 ,362,000 for every one (1) kJ/kWh for gas firing
will be trebled to Yen 46 ,086 ,000.
HT-HG
E= ----- x 100%
HG
where:
E = Percentage excess ofheat rate (%)
HT = Test result of heat rate (kJ/kWh) - weighted mean
value
HG=Guaranted heat rat (kJ/kWh)
(b) Turbine-Generator Output
Output in kW at turbine maximum continuous rating (river

water temperature 30 oC , 0% make up and rated steam
conditions).
If the turbine generator output resulting from the
Performance Test performed at the Site in accordance with
the conditions stipulated in Clause 2. 1. 13 in Volume 2 is
proven to be less than the guanteed output; the Contractor
shall pay EVN the amount of Yen 922 ,000 per 1 kW
shortfall in generator output for Power Plant Unit NO.2.
For fractional values of such limitation, the Contractor
shall pay the corresponding fraction of the indicated
IV-GCC-71
penalty.
Should the percentage shortfall in turbine genrator output
exceed two and a half percent (2.5%) , as calculatd by the
formula below, the penalties of Yen 922 ,000 for eve 1
kW shortfall shall be trebled to Yen 2,766 ,000 for Power
Plant Dnit No .2.
- - - - x 100%
E = OG-OT
OG
where:
E = Percentage shortfall of turbine generator output
OT = Test result ofturbine generator output
OG = Guaranteed turbine-generator output, or 330MW
(c) Boiler Efficiency
If the efficiency derivd from the Performance Test
performed at the Site in accordance with the weighted
mean value stipulatd in Clause 13.1 .2 in Volume 13 and
the conditions stipulated in Clause 2.1.13 in Volume 2 falls
below the guaranteed efficiency, the Contractor shall pay
EVN the amount of Yen 144,708 ,000 for every 0.1%
reduction in weighted mean value of the efficiency for oil
firing and Yen 125 ,388 ,000 for every 0.1% reduction in
weighted mean value of the efficiency for gas firing.
For fractional values of the reduction in efficiency, the
Contractor shall pay the corresponding fraction of the
indicated penalty.
D-
wher:
Should the percentage reduction in efficiency xceed two

and a half percent (2.5%) , as calculated by the formula
below, the penalties of Yen 144,708 ,000 for every 0.1 %
reduction in efficiency for oil frring will be trebled to Yen
434 ,124,000 and Yen 125 ,388 ,000 for every 0.1%
reduction in efficiency for gas firing will be trebled to Yen
376 ,164,000.
m%
D = Percentage reduction in efficiency (%)

ET =Actual test efficiency (%) - weighted mean value
IV-GCC-72
OMONTHERMALPOWER PLANT
EG =Guaranteed efficiency (%)

Both efficiencies shall be based on the high heating value.
(d) Total Unit Auxilia Power Consumption
If the power consumption of the electrical auxiliaries
resulting from the Unit Auxiliary Power Consumption
Tests as a Performance Test xecuted at the Site in
accordance with the conditions stipulated in Volume 8
proves greater than the guaranteed consumption, the
Contractor shall pay EVN the amount of Yen 438 ,000 for
every one (1) kW excess in the weighted mean value for oi1
firing and Yen 380,000 for every one (1) kW excess in the
weighted mean value for gas frring.
For fractional values ofthe excss the Contractor shall pay
the corresponding fraction ofthe indicated penalty.
Should the power consumed by the electrical auxiliaries
exceed ten percent (1 0%) as calculated by the formula
be10w, the penalties ofYen 438 ,000 for every one (1) kW
excess in the weighted mean value for oil firing will be
treb1ed to Yen 1,314,000 and Yen 380,000 for every one
(1) kW excess in the weighted mean value for gas frring
will be treb1ed to Yen 1,140,000.
E = -PT-PG
- - - x 100%
PG
where:
E = Percentage excess of power consumption (%)
PT = Power consumption during tests (kW) - weighted
mean va1u
PG = Guaranted power consumption (kW) - weighted
mean value
(e) Power Transformer Losses
With reference to the main transformer and unit auxiliary
transformers (20/6.6 kV) , if the total effective losses
resulting from the Shop Tests (workshop tests) executed as
prescribed in Vo1ume 8 and/or Volume 2 prove greater
than the guaranteed va1ue , the Contractor shall pay EVN
the amount of Yen 870 ,000 and Yen 1,740 ,000 for every
on (1) kW excess in the guaranteed 10ad 10ss at rated
IV-GCC-73
cunt and no-load loss at rated voltage for the

transformer , respectively. Both losses shall be those on
principal tap computed in accordance with the IEC
Standard.
For fractional values of such excess , the Contractor shall

pay the corresponding fraction of the indicated penalty.
The Contractor shall be entitled to take into account the
tolerance on losses permitted in the IEC Standard.
Should the excess in each loss exceed its own guaranteed
figure by more than ten percent (l 0%) , as calculated by the
formula below, the penalties of Yen 870,000 and Yen
1,740 ,000 for every one (1) kW excess in the guaranteed
load loss at rated current and no-load loss at rated voltage
will be trebled to Yen 2,610,000 and Yn 5,220 ,000 for the
transformer, respectively.
E = -PT-PG
- - - x 100%
PG
where:
E = Percentage excess in the guaranteed
PT = Test losses (kW)
PG = Guaranteed losses (kW)
losss
(%)
28.5 Coverage ofLiquidated Damages and Penalties

Any payment of liquidated damages and pnalties shall be
III 11 satisfaction of the Contractor s liabilit for failure t
achieve Performance Guarantee. The amount of Liquidated
damages calculated above in Japanese Yen shall be
converted to the equivalent amount of the Foreign
Currency quoted in Pricing Schedule using TTB exchange
rate of the Bank of Tokyo Mitsubishi UF J , Ho Chi Minh
City Branch on the first working day of th following
month of Performance Test and shall be deducted or
reimbursed from any money due to the Contractor or
Performance Security.
29.
Patent
Indemnity
29 .1 The Contractor shall , subject to EVNs compliance with

GCC Sub-Clause 29.2 , indernnify and hold harmlss EVN
and its employes and officers from and against any and all
suits , actions or administrative proceedings , clairns ,
demands , losses , damags costs , and expenses of
whatsoever nature , including attomey s fees and expenses ,
which EVN may suffer as a result of any infringement or
IV-GCC-74
infringement of any patnt utility model , registered

trademark, copyright or other intellectual property
right registered or otherwise existing at the date of the
Contract by reason of: (a) the installation of the Facilities
by the Contractor or the use of the Facilities in Vietnam;
and (b) the sale of the products produced by the Facilities
m any country.
allged
dsign
Such indemnity shall not cover any use of the FacilitiS or

any part thereof other than for the purpose indicated by or
to be reasonably inferred from the Contract, any
infringement resulting from the use of the Facilities or any
Pt thereof, or any products produced thereby in
association or combination with any other equipment, plant
or materials not supplied by the Contractor, pursuant to the
Contract Agreement.
29.2 If any proceedings are brought or any claim is made against
EVN arising out of the matters referred to in GCC SubClause 29.1 , EVN shall promptly give the Contractor a
notice thereof, and the Contractor may at his own expense
and in EVN s name conduct such proceedings or claim and
any negotiations for the settlement of any such proceedings
or claim. If the Contractor fails to notify EVN within
twenty-eight (28) days after receipt of such notice that it
intends to conduct any such proceedings or claim, then
EVNsh1 be free to conduct the sne on its own behal f.
Unless th Contractor has so failed to notify EVN within
the twenty-eight (28) day period, EVN shall make no
admission that may be prejudicial to the defense of any
such proceedings or claim.
EVN shall, at the Contractor s request, afford all available
assistance to the Contractor in conducting such proceedings
or claim, and shall be reimbursed by the Contractor for all
reasonable expenses incurred in so doing.
29.3 EVN shall indemnify and hold harmlss the Contractor and
his employees , officers and Subcontractors from and
against any and all suits , actions or administrative
proceedings , claims , demands , losses , damages , costs , and
expenss of whatsoever nature , including attorney s fees
and expenses , which the Contractor may suffer as a resuIt
of any infringement or alleged infringement of any patent,
utility model , registered design , trademark, copyright or
other intellectual property right registered or otherwise
existing at the date of the Contract arising out of or in
connection with any design , data, drawing , specification, or
IV-GCC-75
other documents or materials provided or designated by or

on behalf ofEVN.
30.
Limitation
of Liability
30.1 Except in cases of gross negligence or ;villful misconduct,

(a)
the Contractor shall not be liable to EVN, whether

under the Contract, in tort , or otherwise, for any
indirect or consequential loss or damage , loss of
use , loss of production, or loss of profits or
interest costs , provided that this exclusion shall
not apply to any obligation of the Contractor to
pay liquidated damages to EVN and
(b)
the aggregate liability of the Contractor to EVN,

whether under the Contract, in tort or otherwise,
shall not exceed the nount often percent (10%)
ofNet Contract Price, provided that this limitation
shall not apply to the cost of repairing or replacing
defective equipment, or to any obligation of the
Contractor to indemnify EVN with respect to
patent infringement.
G. Risk Distribution
31. Transfer of
Ownership
31.1
The Goods (the Equipment and Materials) for the

Permanent Works sh1 upon being loaded free on board
(FOB) become and remain the property ofEVN.
3 1.2
The ownership of the Goods for Temporary Works such as

Construction Equipmnt Temporary Facilitis and
materials shall always remain the property of the
Contractor.
3 1. 3
The Permanent Works , other than those items of which the

ownership is transferred on FOB condition, shall become
and remain the property of EVN upon placement,
regardless of partial or complet at the Site in accordance
with the Contract.
31 .4
This transfer of title shall not be construed to mean an

acceptance of the Works , Equipment and Materials , or of
their compliance with the Spcification and the fulfillment
of the guantee conditions of this Contract until the
satisfactory coletion of Performance Tests of the
Works.
3 1. 5
The transfer of title shall not relieve the Contractor of
IV-GCC-76
.;?
L~
/:r. N) ::r
responsibi1ity for
damage to the
specified under
ownership shall
transfer of risk.
31.6
Notwithstanding the conditions of the abov the

Contractor sha11 be responsib1e for all damage to and 10ss
of all aforesaid items furnished by the Contractor and any
itm furnished to the Contractor by EVN to enab1e the
Contractor to comp1ete the installation, and for all
tempory structurs and faci1ities and for all pts of the
insta11ation comp1eted or in progress.
31.7
All the risks other than the Excepted Ri sks shall be

transferred to EVN upon taking over of the Permanent
Works on the date of comp1etion ofthe Performance Tests
certified by the Provisiona1 or Ptia1 Acceptance
Certificate.
32.1
The Contractor sh1 be responsib1e for the care and custody
32. Care of
Facilities
all risks , even Owner s risks , of 10ss and

Works , Equipment and Materia1s as
GCC C1ause 1.2 .20. The transfer of
not be construed as representing any
ofthe Facilities or any pt thereof until the date of

Comp1etion ofthe Facilities pursuant to GCC C1ause 24 or,
where the Contract provides for Comp1etion ofthe Facilities
mpts unti1 the date of Comp1tion of the relvantpt and
sha11make good at his own cost any 10ss or amage that may
occur to the Facilities or the relvantpt thereof from any
cause whatsoever during such a period. The Contractor sha11
a1so be responsible for any 10ss or damage to the Facilities
caused by the Contractor or his Subcontractors in the course
of any work carried out, pursuant to GCC Clause 27.
Notwithstanding the foregoing , the Contractor sha11 not be
liab1e for any 10ss or damage to the Facilities or that pt
thereof caused by reason of any of the matters specified or
referred to inparagraphs (a) , (b), (c) and ( ofGCC SubC1auses 32.2 and 38. 1.
32 .2
If any 10ss or damage occurs to the Facilitis or any part

threof or to the Contractor s temporary fac i1ities by
reason of
(a) (insofar as they relate to Vietnam) nucI ear reaction ,
nuc1ar radiation , radioactive contamination, pressure
wave caused by aircraft or other aerial objects , or any
othr occrences that an experienced contractor could
not reasonably foresee , or if rasonab1y foreseeable
cou1d not reasonably make provision for or insure
against, insofar as such risks are not normally insurable
IV-GCC-77
on the insurance market and are mentioned in the

genera1 exclusions of the p01icy of insurance, including
War Ri sks and P01itica1 Ri sks , taken out under GCC
C1ause 34 hereof
(b) any use or occupation by EVN or any third party (othr
than a Subcontractor) authorized by EVN of any part
ofthe Facilities
(c) any use of or re1iance upon any design, data or
specification provided or designated by or on behalf of
EVN , or any such mattr for which the Contractor has
disclaimed responsibility herm or
(d) Force Majeure as stated in GCC C1ause 37.
EVN shall pay to the Contractor all sums payab1e in
respect of the Facilities executed, notwithstanding the
same being 10st, destroyed or damaged, and will pay to the
Contractor the rep1acement va1ue of all tempory
facilities and all parts thereof 10st, destroyed or damaged.
If EVN requests the Contractor in writing to make good
any 10ss or damage to the Facilities thereby occasioned,
the Contractor shall make good the sne at the cost of
EVN in accordance with GCC C1ause 39. If EVN does not
request the Contractor in writing to mak good any 10ss or
damage to the Faci1ities thereby occasiond EVN shal1
either request a change in accordance with GCC C1aus
39 , excluding the performance ofthat pt of the Faci1ities
thereby 10st, destroyed or damaged, or, where the 10ss or
damage affects a substantia1 pt of the Facilities, EVN
shall terminate the Contract pursuant to GCC Sub-Clause
42.1 hereo f.
32.3
The Contractor shall be 1iab1e for any 10ss of or damage to

any Contractor s Equipment, or any other property of the
Contractor used or intended to be used for purposes of the
Facilities , except (i) as mntioned in GCC Sub-C1ause
32 .2 (with respect to the Contractor s temporary faci1ities) ,
and (ii) where such 10ss or damage arises by reason of any
ofthe matters specified in GCC Sub-C1auses 32 .2 (a) , (b)
(c) , (d) and 38. 1.
32 .4
With respect to y 10ss or damage caused to the Faci1ities

or any pt therof or to the Contractor s Equipment by
reason of any of the matters specified in GCC Sub-Clause
38 .1, the provisions ofGCC Sub-C1ause 38.3 shall apply.
IV-GCC-78
33. Loss of or
Damage to
Property;
Accident or
Inju to
Workers;
Indemnification
33 .1
Subject to GCC Sub-Clause 33.3 , the Contractor shall

indernnify and hold harmlss EVN and its employees and
officers from and against any and all suits , actions or
administrative proceedings , claims , demands , losses ,
dnages costs , and xpenses of whatsoever nature ,
including attorney s fees and expenses , in respect of the
death or injury of any person or loss of or damage to any
property including the facilities constructed under Unit
NO.1 Contract and the employees and the propey ofUnit
N 0.1 contractor (other than the F acilities whether accepted
or not) , ising in connection with the supply and
installation of the Facilities and by reason of the
negligence of the Contractor or his Subcontractors , or their
employees , officers or agents , except any injury, death or
property damage caused by the negligence of EVN, its
contractors, employees, officers or agents.
33.2
If any proceedings are brought or any claim is made

against EVN that might subject the Contractor to liability
under GCC Sub-Clause 33.1 , EVN shall promptly give the
Contractor a notice thereof and the Contractor may at his
own expense and in EVN s nne conduct such
proceedings or claim and any negotiations for the
settlement of any such proceedings or claim.
If the Contractor fails to notify EVN within twenty-eit
(28) days after receipt of such notice that it intends to
conduct any such proceedings or claim, then EVN shall be
free to conduct the same on its own bhalf. The cost
incurred by EVN in connection herewith shall be paid by
the Contractor to EVN. Uss the Contractor has so failed
to notify EVN within the twenty-eight (28) day period,
EVN shall make no admission that may be prejudicial to
the defense of any such proceedings or claim.
EVN shall , at the Contractor s request, afford all available
assistance to the Contractor in conducting such
proceedings or claim, and shall be reimbursed by the
Contractor for all reasonable expenses incurred in so
doing.
33.3
EVN shall indernnify and hold harmless the Contractor

and his employees , officers and Subcontractors from any
liability for loss of or damage to property of EVN, other
IV-GCC-79
than the Facilities not yet taken over, that is caused by fire ,
exp10sion or any other peri1s , in excess of the amount
recoverab1e from insurances procurd under GCC Clause
34 , provided that such fire , exp10sion or other perils wer
not caused by gross negligence or will1 misconduct of
the Contractor.
34. Insurance
33 .4
The pty entitled to the benefit of an indemnity under this

GCC Clause 33 shall take all reasonab1e measures to
mitigate any 10ss or damage which has occurred. If the
Pty fails to take such measures , the other pty s
liabilities shal1 be corresponding1y reduced.
34.1
To the extent specified in the corresponding Appendix 3

(Insurance Requirements) to the Contract Agreement, the
Contractor shal1 at his expense take out and maintain in
effect, or cause to be taken out and maintained in effect,
during the period of de1ivery and installation (construction
/erection /instal1ation /fie1d testing /commissionnnnning
/reliability runlperformance test) at the Site, the insurances
set forth be10w in the surns and with the deductibles and
other conditions specified in the said Appendix 3. The
identity of the insurers and the form of the po1icies shall
be subject to the approval of EVN, who shou1d not
unreasonably withhold such approval.
(
Transit Insuranc During Transport (including Marine

Cargo Insurance)
Covering loss or damage occurring while in transit
from the Contractor s or Subcontractor s works or
stores until rival at the Site, to the Plant and
Equipment (including spare parts therefor) and to the
Contractor s Equipmnt. This insurance shall cover
all risks including war risk for marine and inland
transit, and shall be one hundred and tn percent
(110%) of CIF price of the Equipment, P1ant and
Materials.
(b) Construction and Erection All Ri sks Insurance or All

Ri sks Builder s Ri sk Insurance"
Covering physical 10ss or damage to the Facilities at
the Site , occurring prior to Completion of the
Faci1ities, with an extended maintenance coverage for
the Contractor s 1iabi1ity in respect of any 10ss or
damage occurring during the Defect Liability Period
while the Contractor is on the Site for the purpose of
IV-GCC-80
performing his ob1igations during the Defect Liabi1ity

Period. This insuranc is to be intemationa1 standard
practice for a contractor to insure undr such a po1icy.
(c) Third Party Liabi1ity Insurance
Covering bodi1y injury or death suffered by third
parties (including EVN s prsonne1) and 10ss of or
darnage to property occurring in connction with the
supp1y, instal1ation and construction ofthe Facilities.
(d) Automobile Liability Insurance
Covring use of all vehicles used by the Contractor or
his Subcontractors (whether or not owned by them) in
connection with the execution of the Contract.
(e) Workers' Compensation

In accordance with the Vietnarnese law,
the
Contractor shall take out this insurance to scure his
emp1oyees , therefore the Contractor faithfully comply
with the requirements of the said law.
(f) EVN s Liability
In accordanc with the statutory requirements
applicab1e in any country where the Contract or any
Pt thereof is executed.
(g) Other Insurances
Such other insurances as may be specifically agreed
upon by the parties hereto as listed in the said the
corresponding Appendix 3.
34.2
EVN shall be narned as co-insured under all insurance

taken out by the Contractor pursuant to GCC SubClause 34.1 , except for Workers' Compensation and
EVN s Liability Insurances , and the Contractor s
Subcontractors shall be named as co-insured under all
msurance picies taken out by the Contractor pursuant to
GCC Sub-C1ause 34.1 except for the Transit Insurance
During Transport, Workers' Compensation and EVN s
Liabi1ity Insurances. All insurer s rights of subrogation
against such co-insured for losses or claims arising out of
the performance of the Contract shall be waived under
such policies.
picies
The Contractor and EVN shall indemnify each other from
IV-GCC-81
VIETNAM ELECTRICITY / rEPSCO
and against such claims and liabilities as provided by way

of Insurance.
Notwithstanding anything in this Contract to the contrary,
it is agreed that neithr th Contractor nor EVN shall be
liable to the other pay for loss of production, profit,
and/or use , or any other consequential dnage.
34.3
The Contractor shal1, in accordance with the provisions of

the corresponding Appendix 3 (Insurance Requirements)
to the Contract Agreement, delivr to EVN certificats of
insurance (or copies of the insurance policies) as evidence
that the required policies are in fu l1 force and effect. The
certificates shall provide that no less than twenty-one (21)
days' notice shall be given to EVN by insurers prior to
cancel1 ation or material modification of a policy. The
Contractor shall furnish to EVN a copy of Transit
Insurance Policy as soon as practicable but not later than
one (1) month prior to the first scheduled shipment
together with official receipts as an evidence of premium
payment.
34 .4
The Contractor shall ensure that , where applicable, his

Subcontractor(s) shall take out and maintain in effect
adequate insurance policies for their personnel and
vehicles and for work executd by them under the
Contract, unless such Subcontractors are covered by the
policies tak:en out by the Contractor.
34 .5
Without prejudice to the Contractors obligations and

responsibilities under the Contract, EVN shall be
responsible for assisting the Contractor in claiming
insurance mentioned in items (a) and (b) to GCC SubClause 34.1 above while the Contractor shall be
responsibl for securing the insurance mentioned in item
(c) from reputable insurance companies acceptable to
EVN.
These insurances shal1 cover the periods up to the end of
Contract Period of the whole of the Works. The Contractor
shall be responsible for the deductibles in relation to all
claims under the insurance policies mentioned above ,
ising from events during the period of the insurance.
However, EVN shall be responsible for all risks and for

taking out of insurance for the Works from the date of
Provisional Acceptance.
IV-GCC-82
The obligation of EVN to assist the Contractor in securing

the above items (b) and (c) under GCC Sub-Clause 34.1
abov shall be limited to All Ri sks Builders Ri sks
Insurance" and Third Party Liability Insurance". The
Contractor shall satisfy himself as to the adequacy of the
coverage and the terms and conditions of such Insurance.
It shall be understood that EVN shall not, in any way , be
liable for inadequate coverage. Insurance effected by the
Contractor pursuant to the items (a) and (b) shall be
Sdect to the terms , conditions , excess" clause and
exceptions referred to in the policy or policies of
insurance. The Contractor and his Subcontractor(s) shall ,
with all due diligence , conform to the conditions of the
policies and all reasonable requirements of Insurers and
shall bear at their own expense any failure to do so.
Ifthe insurance coverage provided under items (a) and (b)
to GCC Sub-Clause 34.1 is lirnited to that amount above a
specified excess", the Contractor may elect to provide
coverage to insure him against such excess".
The Contractor shall , as soon as practicable but not later
than fiften (15) days after the Effective Date of the
Contract, fumish the Insurance Policies to EVN with the
official receipts evidencing premium payments to EVN.
The Contractor shall indemnify EVN against all actions ,
suits, claims , demands , costs or expenses ising from or
in connection with any accident, illness or death (other
than such as may be attributable to EVN, its agents or
servan) to persons employed by the Contractor or his
Subcontractor at the Site.
The Contractor shall initiate and successfully obtain
security payments covering losses or damages arising out
ofthe Contract. Failure to initiate or settle the claim within
a reasonable period of time shall constitute sufficient
grounds for EVN to exercise its rights under the Contract.
Should the Contractor fail or refuse to maintain his
insurance above , EVN will secure , renw or maintain the
said insurance, and any and all expenses incurred therby
shall be deducted from any and all sums due or may
bcome du to the Contractor. The Performance Bond
submitted by the Contractor shall also be used where
necessa to cover such expenses.
The insurance that covers risks for the Warranty Periods
IV-GCC-83
shall be taken out by the Contractor

necessary, in the opinion ofthe Contractor.
35. Unforeseen
Conditions
separatly
if
34.6
If the Contractor fails to take out andlor rnaintain in effect

the insurances referred to in GCC Sub-Clause 34.1 , EVN
rnay take out and rnaintain in effect any such insurances
and rnay frorn tirne to tirn deduct frorn any arnount du
the Contractor under the Contract any prerniurn that EVN
shall have paid to the insurer, or rnay otherwise recover
such arnount as a debt due frorn the Contractor. If EVN
fails to take out andlor rnaintain in effect the insurances
referred to in GCC 34.5 , the Contractor rnay take out and
rnaintain in effect any such insurances and rnay from time
to tirne deduct frorn any arnount due EVN under the
Contract any prerniurn that the Contractor sha11 hav paid
to the insurer, or rnay otherwise recover such nount as a
debt due frorn EVN. If the Contractor fails to or is unable
to take out and rnaintain in effect any such insurances , the
Contractor shall nevertheless have no liability or
responsibility towards EVN, and the Contractor sha11 have
full recourse against EVN for any and all liabilities of
EVN herein.
34.7
Unless otherwise provided in the Contract, the Contractor

shall prepare and conduct all and any claims rnade under
the policies effected by it pursuant to this GCC Clause 34,
and all monies payable by any insurers sha11 be paid to the
Contractor. EVN shall give to the Contractor all such
reasonable assistance as may be required by the
Contractor. With respect to insurance clairns in which
EVN s interest is involved, the Contractor shall not give
any release or rnake any comprornise with the insurer
without the prior written consnt of EVN. With respect to
insurance claims in which the Contractor s interest is
involved, EVN shall not give any release or make any
compromise with the insurer without the prior written
consent ofthe Contractor.
34.8
Notwithstanding the provisions of insurance, the

Contractor shall be responsible for the xecution of the
Facilities under the conditions ofthe Contract.
35 .1
If, during the execution of the Contract, the Contractor

shall encounter on the Site any physical conditions (other
than climatic conditions) or artificial obstructions that
could not have been reasonably foreseen prior to the date
of the Contract Agreement by an experienced contractor
IV-GCC-84
o MON THERMAL PO fERPLANT
on the basis of reasonable examination of the data relating

to the Facilities (including any data as to boring tests)
provided by EVN, and on the basis of information that the
Contractor could have obtained from a visual inspection of
the Site (if access thereto was available) or from other data
readily available to the Contractor relating to the
Facilities , and if the Contractor determines that the
Contractor will , in consequence of such conditions or
obstructions , incur additional cost and expense or require
additional time to perform his obligations under the
Contract that would not have been required if such
physical conditions or artificial obstructions had not been
encountered, the Contractor shall promptly, and before
performing additional work or using additional Plant and
Equipment or Contractor s Equipmnt notify EVN s
Representative in writing of
(
the physical conditions or artifici obstructions on the

Site that could not have ben reasonably foreseen
(b) the additional work and/or Plant and Equipment an d/or

Contractor s Equipment required, including the steps
which the Contractor will or proposs to take to
overcome such conditions or obstructions
(c) the extent of the anticipated delay
(d) the additional cost and expense that the Contractor is
likely to incur.
On receiving any notice from the Contractor under this
GCC Sub-Clause 35.1 , EVN s Representative shall
promptly consult with EVN and Contractor and decide
upon the actions to be takn to overcome the physical
conditions or tificial obstructions encountered.
Following such consultations , EVN s Representative shall
instruct the Contractor, with a copy to EVN, ofthe actions
to be taken.
35.2
Any reasonable additional cost and expense incurred by

the Contractor in following the instructions from EVN s
Representative to overcome such physical conditions or
artificial obstructions referred to in GCC Sub-Clause 35.1
shall be paid by EVN to the Contractor as Physical
Contingency, an addition to the Contract Price.
35.3
If the Contractor is delayed or impeded in the performance

of the Contract because of any such physical conditions or
artificial obstructions reDrred to in GCC Sub-Clause 35.1 ,
IV-GCC-85
the Time for Compltion shall be

with GCC Clause 40.
extnded
in
accordanc
36. Change in Laws

and Regulations
36.1
If, after the date twenty-eight (28) days prior to the date of
Bid submission, in Vietnam, any law, regulation ,
ordinance , ordr or by-law having the force of law is
enacted, promulgated, abrogated or changed (which shall
be deemed to include any change in interpretation or
application by the competent authorities) that
subsquently affects the costs and expnses of the
Contractor an d/or the Time for Completion, the Contract
Price shall be correspondingly increased or decrased
and/or the Time for Completion shall be reasonably
adjusted to the extent that the Contractor has thereby been
affected in the performance of any ofhis obligations under
the Contract. Notwithstanding the foregoing , such
additional or reduced costs shall not be separately paid or
credited if the same has already been accounted for in the
price adjustment provisions where applicable, in
accordance with the GCC Clause 39. The Contractor shall
submit the documents demonstrating the actual additional
cost incurred due to the changes in laws and regulations ,
for the certification by EVN.
37. Force Majeure
37.1
Force M eure" shall mean y event beyond the

reasonable control of EVN or of the Contractor, as the
case may be, and which is unavoidable notwithstanding
the reasonable care of the pty affected, and shall include ,
without limitation, the following:
(a)
war, hostilities or warlike operations (whether a

state of war be declared or not) , invasion, act of
foreign enemy and civil war,
(b)
rebellion, revolution, insurrection, mutiny,

usurpation of civil or military government,
conspiracy, riot, civil commotion and terrorist acts ,
(c)
confiscation,
nationalization,
mobilization,
commandeering or requisition by or under the
order of any government or de jure or de facto
authority or ruler or any othr act or failure to act
of any local state or national govrnment authority,
(d)
strike, sabotage , lockout, embargo , import

restriction, port congestion, lack of usual means of
public
transportation
and
communication,
IV-GCC-86
industrial dispute , shipwrck shortage or

restriction of powr supply , pidemics quarantine
and plague ,
(e)
earthquake , landslide , volcanic activity, fire , flood

or inundation, tidal wave, typhoon or cyclone ,
hurricane , storm, lightning, or other inclement
weather condition, nuclear and prssure waves or
other natural or physical disaster,
(f)
shortage of labor, materials or utilities where

by circumstances that are themselves Force
Majeure.
causd
37.2
If either party is prevented, hindrd or delayed from or in

performing any of its obligations under the Contract by an
event of Force Maj eure, then it shall notify the other in
writing of the occurrence of such event and the
circumstances thereof within fourteen (1 4) days after the
occurrence of such event.
37.3
The pty who has given such notice shall be excused

from the performance or punctual performance of its
obligations under the Contract for so long as the relevant
event of Force Majeure continues and to the extent that
such party s performance is prevented, hindered or
delayed. The Time for Completion shall be extended in
accordance with GCC Clause 40.
37 .4
The
or parties affected by the event of Force

M eure shall use reasonable efforts to mitigate the effct
thereof upon its or their permance of the Contract and
to lfill its or thir obligations under the Contract, but
without prejudic to either pty s right to terminate the
Contract under GCC Sub-Clauses 37.6 and 38.5.
37.5
Delay or nonperformance by either pty hereto caused by

the occurrenc of any event ofForce M eure shall not
pay
(a)
constitute a default or breach ofthe Contract,
(b)
(subject to GCC Sub-Clauses 32.2 , 38.3 and 38 .4)

give rise to any claim for damages or additional
cost or expense occasioned thereby
if and to the extent that such delay or nonperformance is

caused by the occurrence of an event ofForce Majeure.
37.6
If the performance of the Contract is substantially
IV-GCC-87
prevented, hindered or delayed for a singl period of more

than sixty (60) days or an aggregate period of more than
one hundred and twenty (1 20) days on account of one or
more events of Force M eure during the currency of the
Contract, the parties will attempt to develop a mutually
satisfactory solution, failing which either party may
terminate the Contract by giving a notice to the other, but
without prejudice to either pty s right to terminate the
Contract under GCC Sub-Clause 38.5.
38. War Risks
37.7
In the event of termination pursuant to GCC Sub-Clause

37.6 , the rights and obligations ofEVN and the Contractor
sha11 be as specified in GCC Sub-Clauses 42. 1. 2 and
42. 1. 3.
37.8
Notwithstanding GCC Sub-Clause 37.5 , Force Majeure

shall not apply to y ob1igation of EVN to make
payments to the Contractor herein.
38.1 War Ri sks" shall mean any event specified in paragraphs

( and (b) of GCC Sub-Claus 37.1 and any explosion or
impact of any mine, bomb, sh11 grenade or other
projectile , missile, munitions or explosive of war, occurring
or existing in or near Vietnam.
38 .2 Notwithstanding anything contained in the Contract, the
Contractor shall have no liability whatsoever for or with
respect to;
(a)
destruction of or damage to
Equipment, or any part thereof,
(b)
destruction of or damage to
third pay
(c)
injury or 10ss oflife
Facilitis
propy
Plant and
of EVN or any
if such destruction, damage, injury or 10ss of life is caused

by any War Ri sks , and EVN shall indemnify and hold th
Contractor harmless from and against any and all claims ,
1iabilities, actions , 1awsuits, damages , costs , charges or
expenses arising in consequence of or in connection with
the sn.
38.3 If the Facilities or any P1ant and Equipment or Contractor s
Equipment or any other propey of the Contractor used or
intended to be used for the purposes of the Facilities shall
sustain destruction or damage by reason of any War Ri sks,
EVN shall pay the Contractor for;
IV-GCC-88
any part of the Facilities or the Plant and Equipment

so destroyed or damaged (to the extent not already
paid for by EVN) ,
(b)
replacing or making good any Contractor s

Equipment or other property of the Contractor so
destroyed or damaged ,
(c)
replacing or making good any such destruction or

damage to the Facilities or the Plant and Equipment
or any part thereof,
so far as may be required by EVN, and as may be necessy

for completion ofthe Faci1ities.
If EVN does not require the Contractor to replace or make
good any such destruction or damage to the Facilities , EVN
shall either request a change in accordance with GCC
Clause 39 , excluding the performance of that pt of the
Facilities thereby destroyed or damaged or, where the 10ss ,
destruction or damage affects a substantial part of the
Facilities , shall terminate the Contract, pursuant to GCC
Sub-Clause 42. 1.
38 .4 Notwithstanding anything contained in the Contract, EVN
shall pay the Contractor for any increased costs or
incidentals to the execution of the Contract that are in any
way attributable to , consequent on, resulting from , or in any
way connected with any War Ri sks , provided that the
Contractor shall as soon as practicable notify the EVN in
writing of any such increased cost.
38.5 If during the performance of the Contract any War Ri sks
shall occur that fmancially or otherwise materially affect the
execution of the Contract by the Contractor, the Contractor
shall use his reasonable efforts to execute the Contract with
due and proper consideration given to the safety of his and
his Subcontractors' personnel engaged in the work on the
Facilities , provided, however , that if the xecution of the
work on the Facilities becomes impossible or is
substantially prevented for a single period of more than
sixty (60) days or an aggregate period of more than one
hundred and twenty (1 20) days on account of any War
Ri sks , the parties will attempt to develop a mutually
satisfactory solution, failing which either pty may
terminate the Contract by giving a notice to the other.
38.6 In th event of termination pursuant to GCC Sub-Clauses
38.3 or 38.5 , the rights and obligations of EVN and the
IV-GCC-89
Contractor shall be
and 42. 1. 3.
specifid
in GCC Sub-Clauses 42.1.2
H. Change in Contract Elements

39. Change in
the Facilities
39.1 Introducing a Change

39. 1. 1 Subject to GCC Sub-Clauses 39.2.5 and 39.2.7 , EVN shall
have the right to propose , and subsequently require , that
EVN s Representative order the Contractor from time to
time during the performance of the Contract to make any
change, modification, addition or deletion to , in or from the
Facilities (hereinafter called Change") , provided that such
Change falls within the general scope of the Facilities and
does not constitute unrelated work and that it is technicall y
practicable, taking into account both the state of
advancement of th Facilities and th technical
compatibility of the Change envisaged with the natur of
the Facilities as specified in the Contract.
Further, EVN reserves the right to delete Flue Gas
Desulphurization Plant (FGD) and Electrostatic Precipitator
(EP) from the Scope of the Facilities , when the schedule of
availability ofNatural Gas is confirmed.
39.1.2 The Contractor may, from time to tim during his
performance of the Contract, propose to EVN (with a copy
to EVN s Representative) any Change that the Contractor
considrs necessary or desirable to improve the qualir
efficiency or safety of the Facilities. EVN may at its
discretion approve or r ect any Change proposed by the
Contractor within twenty eight (28) days of the Contractors
written notification of such Change, provided that EVN
shall approve any Change proposd by the Contractor to
ensure the safety ofthe Facilities.
39. 1. 3 Notwithstanding GCC Sub-Clauses 39. 1. 1 and 39. 1.2, no
change made necessary because of any default of the
Contractor in the performance of his obligations under the
Contract shall be demed to be a Change, and such change
shall not result in any adjustment of the Contract Price or
the Time for Completion.
39.1 .4 The procedure on how to proceed with and excute
Changes is specified in GCC Sub-Clauses 39.2 and 39 .3,
and further dtails and sample forms are providd in Item 8
IV-GCC-90
(Change Order Procedures) in Forms and Procedurs.

39.2 Changes Originating from EVN
39.2 .1 If EVN proposes a Change pursuant to GCC Sub-Clause
39.1.1 , EVN shall send to the Contractor a Rquest for
Change Proposal ," requiring the Contractor to prepare and
furnish a Change Proposal" to EVN s Representative as
soon as reasonably practicable (normally within ten (10)
days but, even in the complicated case , not longer than
twenty one (21) days of such request). A Change
Proposal ," shall include the following:
(a)
brief description ofthe Change
(b) effect on the Time for Completion

(c) estimated cost of the Change
(d) effect on Functional Guarantees (if any)
(e) effect on any other provisions of the Contract.
39 .2 .2 Prior to preparing and submitting the Change Proposal ,"
the Contractor shall submit to EVN s Representative an
Estimate for Change Propos" which shall be an estimate
of the cost of preparing and submitting the Change
Proposal ..
Upon receipt of the Contractor s Estimate for Change
Proposal , EVN shall do one of the following:
(a) accept the Contractor s estimate with instructions to the
Contractor to proceed with the preparation of the
Change Proposal
(b) advise the Contractor of any part of his Estimate for

Change Proposal that is unacceptable and request the
Contractor to review his estimate
(c) advise the Contractor that EVN does not intend to
proceed with the Change.
39.2.3 Upon receipt of EVN s instruction to proceed under GCC
Sub-Clause 39.2.2 (a) , the Contractor shall, with proper
expedition, proced with the preparation of the Change
Proposal, in accordance with GCC Sub-Clause 39.2. 1.
39.2 .4 The pricing of any Change shall , as far as practicable , be
calculated in accordance with the rates and prices included
in the Contract. If such rates and prices are inequitable, the
IV-GCC-91
parties thereto shall agree on specific rates for the valuation

of the Change using one or more of following procedure to
be discussed and agreed by the Contractor and EVN.
(a) Using unit rate for each item multiplied by its
quant1ty
(b) Using Lurnp Sum price for total works
(c) Using actual cost paid by the Contractor evidenced
by voucher and recipt plus the Contractor s fee ten
percent (1 0%) of th Total Cost
(d) Comparing quotations (at least three (3) quotations)

from the various subcontractors capable of
undertaking such works plus fiv percent (5%) of
Contractor s fee
39.2.5 If before or during the preparation of the Change Proposal it
becomes apparent that the aggregate effect of compliance
therewith and with all other Change Orders that have
already become binding upon the Contractor undr this
GCC Clause 39 would be to increase or decrase the
Contract Price as originally set forth in Article 2 (Contract
Price) of the Contract Agreement by more than fifteen
percent (15%) , the Contractor may give a written notice of
objection thereto prior to furnishing the Change Proposal as
aforesaid. If EVN accepts the Contractor s objection, EVN
shall withdraw the proposed Change and shall notify the
Contractor in writing thereo f.
The Contractor s failure to so object shall neither affect his
right to object to y subsequent requsted Changes or
Change Orders herein, nor affect his right to take into
account, when making such subsequnt objection, the
percentage increase or decrease in the Contract Price that
any Change not objected to by the Contractor represents.
39 .2 .6 Upon receipt of the Change Proposal , EVN and the

Contractor shall mutually agree upon all matters therm
contained. Within fourteen (14) days aer such agreement,
EVN shall, if EVN intends to proceed with the Change ,
issue the Contractor with a Change Order.
If EVN is unable to reach a decision within fourteen (1 4)
days , it shall notify the Contractor in detail as to when the
Contractor can expect a decision.
If EVN decides not to proceed with the Change for
whatever reason, it shall , within the said period of fourteen
IV-GCC-92
(1 4) days , notify the Contractor accordingly. Under such

circumstances , the Contractor shall be entitled to
reimbursement of all costs reasonably incurred by it in the
preparation of the Change Proposal , provided that these do
not exceed the amount given by the Contractor in his
Estimate for Change Proposal submitted in accordance th
GCC Sub-Clause 39.2 .2.
39 .2 .7 If EVN and the Contractor cannot reach agreement on the
price for the Change, an equitable a ustment to the Time
for Completion, or any other matters identifid in the
Change Proposal , EVN may nevertheless instruct the
Contractor to proceed with the Change by issue of a
Pending Agreement Change Order."
Upon receipt of a Pending Agreement Change Order, the
Contractor shal1 immediately proceed with effecting the
Changes covered by such Order. The parties shall thereaftr
attempt to reach agreement on the outstanding issues under
the Change Proposal.
Ifthe parties cannot reach agreement within sixty (60) days
from the date of issue of the Pending Agreement Change
Order, then the matter may be referred to EVN for the
Settlement of Dispute in accordance with the provisions of
GCC Sub-Clause 6.1.
39 .3 Changes Originating from Contractor
39 .3 .1 If the Contractor proposes a Change pursuant to GCC SubClause 39. 1.2 , the Contractor shall submit to EVN s
Representative a written Application for Change
Proposal ," giving rasons for the proposed Change and
including the information specified in GCC Sub-Clause
39.2.1.Upon receipt ofthe Application for Change Proposal ,
the pties shall follow the procedures outlined in GCC
Sub-Clauses 39.2.6 and 39.2.7. However, should EVN
choose not to proceed, the Contractor shall not be entitled to
recover the costs of prepng the Application for Change
Proposal.
39 .4 Execution of Change Order
The Contractor shall not proceed to execute the Changes
until EVN authorizes and issues Change Order in writing to
the Contractor. Changes in the Time for Completion or the
Contract Price authorized by Change Order shall constitut
part of the Facilities under the Contract and the conditions
IV-GCC-93
of the Contract shall be applied and such changes shall not

be subject to renegotiation.
A written amendment of the Contract shall be made and
signed by EVN and the Contractor.
40. Extension of
Time for
Completion
40 .l The Time(s) for Completion specified in GCC Sub-Clause

8.3 shall be extended if the Contractor is delayed or impeded
in the performance of any of his obligations under the
Contract by reason of any of the following:
(a)
any Change in the Facilities as provided in GCC

Clause 39
(b)
any occurrence of Force Maj eure as provided in GCC

Clause 37 , unforeseen conditions as provided in GCC
Clause 35 , or other occurrnce of any of the matters
specified or referred to in paragraphs (a) , (b) and (c) of
GCC Sub-Clause 32.2
(c)
any suspension order given by EVN under GCC Clause

41 hereof or reduction in the rate of progress pursuant
to GCC Sub-Clause 41.2
(d)
any changes in laws and regulations as provided in

GCC Clause 36
(e)
any default or breach ofthe Contract by EVN, such as

any activity, act or omission of ly other contractors
employed by EVN, including failure of EVN to provid
necessa right of way or possession of the Site,
(f)
delay of payment more than thiy (30) days by EVN

for the reason not attributable to the Contractor frorn
the due date as stated in Appendix 1 (Terms and
Procedures ofPayment) to the Contract Agreement
(g)
delay caused by Vietnamese authority in issuing

permissions , approvals or authorization in
spite of the Contractor s tirnely and appropriate
procedures and documentations
necessaT
(h)
delays attributable to EVN or caused by customs, such

as (i) delay caused by order issued by EVN, and (ii)
late approval of documents unrasonably hld byEVN
(i)
any other matter specifically mentioned in the Contract
by such a pod as shall b fair and reasonable in all the

circumstances and as shall fairly reflect the delay or
IV-GCC-94
impediment sustained by the Contractor.

40.2 Except where otherwis specifically provided in the Contract
including Changes in th Facilities as stated in GCC Clause
39 , the Contractor shall submit to EVN s Representative a
notice of intention to make a claim for an extension of the
Time for Completion within fourteen (1 4) days of the event
becoming known to the Contracto r. The notice shall be
followed by the claim together with particulars of the event
or circumstanc justifying such extenson as soon as
reasonably practicable but not more than three (3) months
later after the said notice. As soon as reasonably practicable
after receipt of such notice and supporting particulars of the
claim, EVN and the Contractor shall agre upon the period of
such extension with the express consent of the bank issued
the Performance Security. In the event that the Contractor
does not accept EVN s estimate of a fair and reasonable tirn
extension, the Contractor shall be entitled to refer the matter
to E pursuant to GCC Sub-Clause 6.1.
40.3 The Contractor shall demonstrate to EVN s satisfaction that
the Contractor has at all times used his rasonable efforts to
minimize any delay and the cost incurred in the performance
ofhis obligations under the Contract.
41. Suspension
41.1 EVN may request EVN s Representative , by notice to th

Contractor, to ordr the Contractor to suspend performance
of any or all of his obligations under the Contract. Such
notice shall specify the obligation ofwhich performance is to
be suspended, the effective date of the suspension and the
reasons therefo r. The Contractor shall thereupon suspend
performance of such obligation (except those obligations
necessa for the care or preservation of the Facilities) until
ordered in writing to resume such performance by EVN s
Representativ.
If, by virtue of a suspnsion order given by EVN s

Representative, other than by reason of the Contractor s
default or breach of the Contract, the Contractor s
performance of any of his obligations is suspended for an
aggregate period of more than ninety (90) days , then at any
time thereafter and provided that at that time such
performance is still suspended, the Contractor may give a
notice to EVN s Representative requiring that EVN shall ,
within twenty-eight (28) days of receipt of the notice , order
the resumption of such performance or request and
subsequently order a Change in accordance with GCC Clause
39, excluding the performance of the suspended obligations
IV-GCC-95
VlETNAA1 ELECTRlCITYITEPSCO
from the Contract.

If EVN fails to do so within such period, the Contractor may ,
by a further notice to EVN s Representative , elect to treat the
suspension, where it affects a part only of the Facilities , as a
deletion of such pt in accordance with GCC Clause 39 or,
where it affects the whole of the Facilities , as termination of
the Contract under GCC Sub-Clause 42.1.
4 1.2 If
(a) EVN has faild to pay the Contractor any sum due
under the Contract within the specified period, has
failed to approve any invoice or supporting documents
without just cause pursuant to the corresponding
Appendix 1 (Terms and Procedures of Payment) to the
Contract Agreement, or commits a substantial breach of
the Contract, the Contractor may give a notice to EVN
that requires payment of such sum, with interest
thereon , requires approval of such invoice or
supporting documents , or specifis th breach and
requires EVN to remedy the same, as the case may be.
If EVN fails to pay such sum together with such
interest, fails to approve such invoice or supporting
documents or give its reasons for withholding such
approval , or fails to remedy the breach or take steps to
remdy the breach within fourten (14) days after
receipt of the Contractor s notice , or
(b) the Contractor is unable to carry out any of his
obligations under the Contract for any reason

attributable to E\t'N, including but not limited to EVN s
failure to provide possession of or access to the Site or
other areas in accordanc with GCC Sub-Clause 10.2 ,
or failure to obtain any governmental permit necessary
for the execution andJor completion ofthe Facilities ,
then the Contractor may by fourteen (1 4) days' notice to
EVN suspend performance of all or any of his obligations
under the Contract, or reduce the rate of progress.
4 1. 3 If the Contractor s performance of his obligations is
suspended or the rate of progress is reduced pursuant to this
GCC Clause 41 , then the Time for Completion shall be
extended in accordance with GCC Sub-Clause 40.1 , and any
and all additional costs or expenses incurred by the
Contractor as a result of such suspension or reduction shall
be paid by EVN to the Contractor in addition to the Contract
IV-GCC-96
Price , except in the case of suspension order or reduction in

the rate of pro!ess by reason of the Contractor s default or
breach of the Contract.
41 .4 During the period of suspension, the Contractor shall not
remove from the Site any Plant and Equipment, any part of
the Facilities or any Contractor s Equipment, without the
prior writlen consent of EVN.
42. Termination
42.1 Termination for EVN s Convenience

42.1.1 EVN may at any time terminate the Contract for any reason
by giving the Contractor a notice of termination that refers
to this GCC Sub-Clause 42.1.
42.1.2 Upon receipt of the notice of termination undr GCC SubClause 42.1.1 , the Contractor shall either immediately or
upon the date specified in the notice of termination
(a) cease all further work, excpt for such work as EVN
may specify in the notice of termination for the sole
purpose of protecting that part of the Facilities already
executed, or any work required to leave the Site in a
clean and safe condition
(b)
all subcontracts , except those to be assigned

to EVN pursuant to paragraph (d) (ii) below
terminat
(c) remove all Contractor s Equipment from the Site ,

repatriate the Contractor s and his Subcontractors'
personnel from th Site, remove from the Site any
wreckage, rubbish and debris of any nd and leave the
whole of the Site in a clean and safe condition
(d) In addition, the Contractor, subject to the payment
specified in GCC Sub-Claus 42. 1. 3, shall
(i)
delivr
to EVN the pts of the Facilities executed

by the Contractor up to the date of termination
(ii) to the extent legally possible, assign to EVN all

right, title and benefit of the Contractor to the
Facilities and to the Plant and Equipment as of the
date of termination, and, as may be required by
EVN , in any subcontracts concluded between the
Contractor and his Subcontractors
(iii) deliver to EVN all non-proprietary drawings ,
specifications and other documents prepared by the
Contractor or his Subcontractors as at the date of
IV-GCC-97
o MON THERMAL PO 'ERPLANT
termination in connection with the Facilitis.

42.1.3 In the event oftermination ofthe Contract under GCC SubClause 42. 1. 1, EVN shall pay to the Contractor the
following amounts:
(a) the Contract Pric properly attributable to the parts of
the Facilities executed by the Contractor as of the date
of termination
(b) the costs reasonably incurred by the Contractor in the
removal of the Contractor s Equipment from the Site
and in the repatriation of the Contractor s and his
Subcontractors' personnel
(c) any amounts to be p d by the Contractor to his
Subcontractors in connection with the termination of
any subcontracts , including any cancellation charges
(d) costs incurred by the Contractor in protecting the
Facilities and leaving the Site in a clean and safe
condition pursuant to paragraph (a) of GCC Sub-Clause
42. 1.2
(e) the cost of satisfying all other obligations ,
commitments and claims that the Contractor may in
good faith have undertaken with third parties in
connection with the Contract and that are not covered
by paragraphs (a) through (d) above.
42.2
Termination for Contractor s Default
42.2.1 EVN, without prejudice to y other rights or remedies it

may possess , may terminate the Contract forthwith in the
following circumstances by giving a notice of termination
and its reasons therefor to the Contractor, referring to this
GCC Sub-Clause 42 .2:
(a) if the Contractor becomes bankrupt or insolvent, has a
receiving ordr issued against it, compounds with his
creditors , or, if the Contractor is a corporation, a
resolution is passed or order is made for its winding up
(other than a voluntary liquidation for the purposes of
amalgamation or reconstruction) , a receivr is appointed
over any pa of his undertaking or assets , or if the
Contractor takes or suffers any other analogous action
in consequence of debt
EVN shall be at liberty ;
(i) To terminate the Contract forthwith by notice in
IV-GCC-98
-X
?\
writing to the Contractor or to the receiver or

liquidator or to any person in whom the Contract may
become vested, and to act in the mmer provided in
GCC Sub-Clauses 42.1 and 42 .2, as though the above
mentioned notice had been the notice referred to in
such clause and the Works had ben taken out of the
Contractors hands , or
(ii) To give such receiver , liquidator or other person the
option of carrying out the Contract subject to his
providing a guarantee for the due and faithful
performance of th Contract up to amount to be
agreed.
(b) if the Contractor assigns or transfers the Contract or any
n1t or interest therein in violation of the provision of
GCC Clause 43.
(c) if the Contractor has engaged in corrupt or fraudulent
practices in competing for or in executing the Contract.
42.2 .2
If the Contractor
(a) has abandoned or repudiated the Contract
(b) has without valid reason failed to commence work on
the Facilitis promptly or has suspended (other than
pursuant to GCC Sub-Clause 41.2) the progress of
Contract performance for more than twerr-eight (28)
days after receiving a written instruction from EVN to
proceed
(c) persistently fails to execute the Contract in accordance
with the Contract or prsistently neglects to carry out
his obligations under the Contract without just cause
(d) refuses or is unable to provide sufficient materials ,
services or labor to execute and complete the Facilities
in the mmer specified in the program furnished under
GCC Sub-Clause 18.2 at rates of progress that give
reasonable assurance to EVN that the Contractor can
attain Completion of the Facilities by the Time for
Completion as extended,
(e) fails to satisfactorily complete the Performance Tests
for Provisional Acceptance Certificate within the
Contract Period or extendd time pursuant to GCC
Clause 40 , or
IV-GCC-99
(f) fails to perform any other material obligation(s) undr

the Contract and does not commence to take action to
remedy his failure within the period of fourteen (14)
days (or such longer period as EVN may grant in
writing) after receiving of notice of default from EVN
specifying th nature of such default.
then EVN may, without prejudice to y other rights
EVN may possess under the Contract, give a notice to the
Contractor stating the nature of the default and requiring
the Contractor to remedy the same. If the Contractor fails
to remedy or to take steps to remedy the same within
fourteen (14) days of its receipt of such notice , then EVN
may terminate the Contract forthwith by giving a notice
of termination to the Contractor that refers to this GCC
Sub-Clause 42.2.
42.2.3 Upon receipt of the notice of termination under GCC SubClauses 42.2.1 or 42.2.2 , the Contractor shall, either
immediately or upon such date as is specified in the notice
of termination,
(a) cease all further work, except for such work as EVN
may specify in the notice of termination for th sole
purpose of protecting that pt of the Facilities already
executed, or any work required to leave the Site in a
clean and safe condition
(b) terminate all subcontracts , xcept those to be assigned
to EVN pursuant to paragraph (d) below
(c) deliver to EVN the pts of the Facilitis xecuted by
the Contractor up to the date of termination
(d) to the extent legally possible , assign to EVN all right,
title and benefit of the Contractor to the Facilities and
to the Plant and Equipment as of the date of
termination, and, as may be required by EVN, in any
subcontracts concluded between the Contractor and his
Subcontractors
(e) deliver to EVN all drawings , specifications and other
documents prepared by the Contractor or his
Subcontractors as of the date of termination in
connection with the Facilities.
42.2 .4 The EVN may enter upon the Site, expel the Contractor,
and complete the Facilities by himself or by employing any
third pay. EVN may, to the exclusion of any right of the
Contractor over the same , take over and use with the
IV-GCC-I00
payment of a fair rental rate to the Contractor, with all the

maintenance costs to the account of EVN and with an
indemnification by EVN for all liability including damage
or injury to persons arising out of EVN s use of such
equipment, any Contractor s Equipment owned by the
Contractor and on the Site in connection with the Facilitis
for such reasonabl period as EVN considers expedient for
the supply and installation ofthe Facilities.
Upon completion of the Facilities or at such earlier date as
EVN thinks appropriate , EVN shall give notice to the
Contractor that such Contractor s Equipment will be
returned to the Contractor at or near the Site and shall
return such Contractor s Equipment to the Contractor in
accordance with such notice. The Contractor shall
thereafter without delay and at his cost remove or range
removal of the same from the Site.
42.2.5 Subject to GCC Sub-Clause 42 .2 .6, the Contractor shall be
entitled to be paid the Contract Price attributable to the
Facilities executed as of the date of termination, the value
of any unused or ptially used Plant and Equipment on the
Site, and the costs , if any , incurred in protecting the
Facilities and in leaving the Site in a clean and safe
condition pursuant to paragraph (a) of GCC Sub-Clause
42 .2 .3. Any sums due EVN from the Contractor accruing
prior to the date of termination shall be deducted from the
amount to be paid to the Contractor undr this Contract.
42.2.6 If EVN completes the Facilities , the cost of completing the
Facilities by EVN shall be determined.
If the sum that the Contractor is entitled to be paid,
pursuant to GCC Sub-Clause 42.2.5 , plus the reasonable
costs incurred by EVN in completing the Facilities ,
exceeds the Contract Price, the Contractor shall be liable
for such xcess.
If such excess is greater than the sums due the Contractor
under GCC Sub-Clause 42.2.5 , the Contractor sh1 pay the
balance to EVN, and if such excess is less than the sums
due the Contractor under GCC Sub-Clause 42 .2 .5 , EVN
shall pay the balance to the Contractor.
EVN and the Contractor shall agree , in writing, on the
computation described above and the manner in which any
sums shall be paid.
IV-GCC-IOl
42.3
Termination by Contractor
42.3.1If
(a) EVN has failed to pay th Contractor any sum due under
the Contract within the specified period, has failed to
approve any invoice or supporting documents without
just cause pursuant to the corresponding Appendix 1
(Terrns and Procedures of Payment) of the Contract
Agreement, or commits a substantial breach of the
Contract, the Contractor may give a notce to EVN that
requires payment of such sum, with interest thereon ,
requires approval of such invoice or supporting
documents , or specifies the breach and requires EVN to
remedy the same, as the case may be. If EVN fails to
pay such sum together with such interest, fails to
approve such invoice or supporting documents or give
its reasons for withholding such approval , fails to
remedy the brach or take steps to remedy the breach
within fourteen (1 4) days after receipt of the
Contractor s notice, or
(b) the Contractor is unable to car out any of his
obligations under the Contract for any reason
attributable to EVN, including but not limited to EVN s
failure to provide possession of or access to the Site or
other areas or failure to obtain any governmental perrnit
necessy for the execution and/or completion of the
Facilities ,
then the Contractor may give a notice to EVN thereof, and
if EVN has faild to pay the outstanding sum , to approve
the invoice or supporting documents , to give its reasons for
withholding such approval , or to remedy the breach within
twenty-eight (28) days of such notice, or if the Contractor is
still unable to c out any of his obligations under the
Contract for any reason attributable to EVN within twentyeight (28) days of the said notice, the Contractor may by a
further notice to EVN referring to this GCC Sub-Clause
42.3.1 , forthwith terminate the Contract.
42.3 .2 The Contractor may terminate the Contract forthwith by
giving a notice to EVN to that effect, referring to this GCC
Sub-Clause 42.3.2 , if EVN becomes bankrupt or insolvent,
has a receiving order issued against EVN, compounds with
its creditors , or, being a corporation, if a resolution is
passed or order is made for its winding up (other than a
voluntary liquidation for the purposes of amalgamation or
reconstruction) , a receiver is appointed over any part of its
IV-GCC-I02
undertaking or assets , or if EVN takes or suffers any other

analogous action in consequence of debt.
42.3.3 Ifthe Contract is terminated under GCC Sub-Clauses 42.3.1
or 42.3.2 , then the Contractor shall immediately
(a) cease all further work, except for such work as may be
necessa for the ppose of protecting that pt of the
Faci1ities already executed, or any work required to
leave the Site in a clean and safe condition
(b) terminate a11 subcontracts , except those to be assigned
to EVN pursuant to paragraph (d) (ii)
(c) remove all Contractor s Equipment from the Site and

repatriate the Contractor s and his Subcontractors'
personne1 from the Site.
(d) In addition, the Contractor, subject to the payment
specified in GCC Sub-Clause 42.3 .4, shall
(i)
de1iver to EVN the parts of the Faci1ities executed

by the Contractor up to the date of termination
(ii) to the extent legally possible, assign to EVN all

right, tit1e and benefit of the Contractor to the
Faci1ities and to the P1ant and Equipment as of the
date of termination, and , as may be required by
EVN, in any subcontracts concluded between the
Contractor and his Subcontractors
(iii) de1iver to EVN a11 drawings , specificions and
other documents prepared by the Contractor or his
Subcontractors as of the date of termination in
connction with the Faci1ities.
42.3 .4 Ifthe Contract is terminated under GCC Sub-C1auses 42.3.1
or 42.3.2 , EVN shall pay to the Contractor all payments
specified in GCC Sub-C1ause 42. 1. 3, and reasonab1e
compensation for all 10ss, except for 10ss of profit, or
damage sustained by the Contractor arising out of, in
connection with or in consequence of such termination.
42.3.5 Termination by the Contractor pursuant to this GCC SubC1ause 42.3 is without prjudice to any other rights or
remedies of the Contractor that may be exercised in lieu of
or in addition to rights conferred by GCC Sub-C1ause 42.3.
42 .4
In this GCC Clause 42 , the expression Facilities

executed" shall include all work executed, Installation
IV-GCC-I03
Services provided, and all Plant and Equipment acquired

(or subject to a legal1y binding obligation to purchase) by
the Contractor and used or intended to b used for the
purpose of the Facilities , up to and inc1 uding the date of
termmatlO n.
42.5
43. Assignment
In this GCC Clause 42, in calculating any monies due from

EVN to the Contractor, into consideration shall be taken
any sum previously paid by EVN to the Contractor under
the Contract, including any advance payment paid pursuant
to the corresponding Appendix 1 (Trms and Procedures of
Payment) to the Contract Agreement.
43.1 Neither EVN nor the Contractor shall, without the express
prior writien consent of the other party (which consent shall
not be unreasonably witleld) assign to y third pty the
Contract or any part thereof, or any rit benefit, obligation
or interest therein or thereunder, except that the Contractor
shal1 be entitled to assign either absolutely or by way of
charge any monies due and payable to it or that may become
due and payable to it under the Contract.
IV-GCC-104

3.2.1 General Conditions of Contract For Subcontract

Загружено:

Сведения о документе

Оригинальное название

Авторское право

Доступные форматы

Поделиться этим документом

Поделиться или встроить документ

Параметры публикации

Этот документ был вам полезен?

Это неприемлемый материал?

Авторское право:

Доступные форматы

3.2.1 General Conditions of Contract For Subcontract

Загружено:

Авторское право:

Доступные форматы

o MON THERMAL POWER PLANT

VIETNAM ELECTRICITY/ rEPSCO

Section IV. General Conditions of Contract (GCC)

9L ..................................................................................... nqBJO UOpBl~UIn

....... . S<l nmQ1WI p U1~

f9 ................. ~:)UBld~:):)V lBUOA01d pUB UOl~dO IB!~l~UI0;)

JO SUO !l!PUOJ IU.Itl U<l D oAI

N3MOJ 7VIWElH.L NOW 0

O:JSJLl / .LI :JnI.L:Jtl7tl WVN.LtIIA

98 .................................................................... SUO!n"'H puu SM.U uuq;)

~Sld){10i\\. Ol .In uI 10 lUap!~~y ~ll:;)dold Ol :;)3umuQ 10 JO SSO

uonuq! S! <I M'~

.LN V1T H:iIMOJ

O:JSclJI.L / LI:JnI.L:JJI7JI WVN.LJIIA

o MON THERMAL POWER PLANT

VIETNAM ELECTRICITY / TEPSCO

General Conditions of Contract

The following words and expressions shall have the

(1) Adjudicator" means the person or persons named as

Commissioning" means operion of the Facilities or

Completion" means that the Facilities or a specific

The date of Completion of Facilities is defined as the

o MON THERMAL POWER PLANT

VIETNAM ELECTRICITY / TEPSCO

Contract Documents" means the documents listed in

(6) Contract Price" means the sum specified in Article

Net Contract Price" means Contract Price excluding

Contractor" means the person(s), firm , consortium,

Contractor s Equipment" means aIl plant, facilities ,

Contractor s Representative" means

o MON THERMAL POWER PLANT

VIETNAM ELECTRlCITY / TEPSCO

Project Manager" means a person appointed by the

Technica1 Leader" means a persons or a firm who

of Origin" means the countries and

Week", Month" and Year" means

(12) Defect Liability Period" or Warranty Period"

o MON THERMAL POWER PLANT

VIETNAM ELECTRICITY / TEPSCO

@ EVN and CTTP ,

as the case may depend on the situation and

means the o Mon Thermal Power Plant

(16) Facilities" means the plant, equipment, apparatus ,

o MON THERMAL POWER PLANT

with the provisions of GCC Sub-Clause 25.2

(1 9) Installation Services" means all those services

(21) Plant and Equipment" means permanent plt

o MON THERMAL POWER PLANT

VIETNAM ELECTRICITY / TEPSCO

EVN appointed CTTP as his Representative

(25) Subcontractor" means any person, fmn , partnership,

(26) Time for Completion" means the time within which

o MON THERMAL POWER PLANT

(32) Goods" means the Equipment and Materials for the

o MON THERMAL POWER PLANT

VIETNAM ELECTRICITY / TEPSCO

items are stipulated in Clause 2.1.2.2 in Volume 2:*

Services including setting, erection, installatio

Acceptance" means the issuance of the Final

(42) Key Date" of the Contract means a Key Date

o MON THERMAL POWER PLANT

VIETNAM ELECTRICITY / TEPSCO

(47) Net Output" means the generator output less both