Bored Pile Contract

CHUN WO DEVELOPMENT GROUP
STANDARD FORM OF SUB-CONTRACT
Main Contract
The University of Hong Kong 1800 Place Student Residence

at Lung Wah Street, Kennedy
Town, Hong KongTitle of Main
Contract
Sub-contract
The Execution of Bored Pile

WorksTitle of Sub-contract
Sub-contract
No.
D001/0517/SU/S-017
Edition 2006 January(1)
Main Contractor
Chun Wo Construction & Engineering

Co., Ltd.
Sub-contractor
Chun Wo Foundations Limiteds
TABLE OF CONTENT
Articles of Agreement
General Conditions of Sub-contract
Definitions, Interpretation and General Obligations
Clause 1
Definitions and Interpretation
Clause 2
General Obligations
Clause 3
Main Contractors Facilities
Clause 4
Site Working and Access
Clause 5
Property in Materials and Plant
1-2
2-3
3
3-4
4-5
Contract Documents
Clause 6
Sub-contract Documents
Clause 7
Main Contract
Clause 8
Fixed Price
5-6
6
7
Indemnities, Insurance, Guarantee and Bond

Clause 9
Indemnities
Clause 10
Insurance
Clause 11
Guarantee
Clause 12
Bond
7-8
8-9
10
10
Commencement, Completion, Delay and Defects Liability

Clause 13
Commencement Completion and Extension of Time
10-12
Clause 14
Liquidated Damages for Delay
12
Clause 15
Maintenance and Defects
12-13
Instructions and Variations
Clause 16
Instructions and Decision
Clause 17
Variations
Clause 18
Valuation of Variations
13-14
14-15
15-17
Payment and Set-of

Clause 19
Payment
Clause 20
Rights to Set-of and Deduction
17-19
19-20
Safety, Environmental, Quality and Enactments Compliance

Clause 21
Site Safety
2221
Clause 22
Environmental Assurance
2322
Clause 23
Compliance with Enactments and Regulations
Clause 24
Illegal Employment
2423
Frustration, Termination and Sub-contractors Default
Clause 25
Termination of the Main Contract
2524
Clause 26
Sub-contractors Default
2625
Claims
Clause
2827
Clause
Clause
2022222322
2322-
24232524-
and Notices
27
Notices and Claims
2726-
28
29
Service of Notices
Notice of Non-compliance
28272928
Dispute Resolution and Governing Law

Clause 30
Settlement of Disputes
3029
Clause 31
Governing Law
29282930
TABLE OF CONTENT
Schedules
First Schedule
Particulars of the Main Contract
Second Schedule
Particulars of the Sub-contract
Third Schedule
Contractors Facilities
Fourth Schedule
Insurance
Fifth Schedule
Form of Guarantee
Sixth Schedule
Sub-contractors Bond
Seventh Schedule
Pricing Document
Eighth Schedule
Payment Terms
Ninth Schedule
Safety Requirements
Tenth Schedule
Assurance
Personal Undertaking on Safety and Environmental
Eleventh Schedule
Schedule of Fees and Charges
Twelfth Schedule
Supplementary Conditions of Sub-contract
II
CHUN WO CONSTRUCTION & ENGINEERING CO., LTD.

ARTICLES OF AGREEMENT
SUB-CONTRACT NO. : D001/0517/SU/S-017
THIS AGREEMENT (the Agreement) is made the 15
June 2009___
th day of
BETWEEN
CHUN WO CONSTRUCTION & ENGINEERING CO., LTD. whose registered address is
at C2, 5/F., Hong Kong Spinners Industrial Building, 601-603, Tai Nan West Street,
Cheung Sha Wan, Kowloon, Hong Kong, (hereinafter called the Main Contractor) of the
one part;
AND
CHUN WO FOUNDATIONS LIMITEDS

whose registered address is at
C2, 5/F., Hong Kong Spinners Industrial Building, 601-603, Tai Nan West
Street, Cheung Sha Wan, Kowloon, Hong Kong (hereinafter called the Sub-contractor),
which expression includes their successors and assigns, of the other part;
together referred to as the Parties and individually as a Party.
WHEREAS
A.
The Main Contractor has entered into a contract (hereinafter called the Main
Contract) with the Employer for the execution of the Main WorksMain Works all as
described in the First Schedule;
B.
The Sub-contractor, having been aforded the opportunity to peruse the

documents (except the details of the Main Contractors prices and financial
arrangements thereof) and the latest Main Contractors programme of the Main
Contract, has agreed to execute the works required to be completed in this Subcontract (hereinafter called the Sub-contract Works).
NOW IT IS HEREBY AGREED

1.
In consideration of the payment to be made by the Main Contractor to the Subcontractor as hereinafter mentioned, the Sub-contractor hereby [jointly and
severally]* covenants with the Main Contractor to execute the Sub-contract Works
in accordance with this Sub-contract.
2. The various documents forming theis Sub-contract are as listed in the Second
Schedule. In the event of ambiguities and / or discrepancies among theose
documents, they shall be interpreted according to the order of precedence as
defined in the Second Schedule.
3.
Theis Sub-contract comprises the entire agreement between the Parties hereto
relating to the transactions provided for therein and supersedes any previous
agreements between the Parties relating thereto or any part thereof. Save to the
extent that any statement, condition, qualification, warranty, representation or
undertaking made in the information exchange during the pre-award stage
(including without limitation the tender stage), or in any discussion or
To be retained if Sub-contractor comprises more than one legal entity

1
correspondence thereon or relating thereto, is expressly incorporated in this Subcontract, the same which is not so incorporated shall be of no contractual efect
whatsoever and is hereby withdrawn and shall not be referred to or relied upon in
any subsequent interpretation of this Sub-contract.
4.
Unless the context otherwise specifies or requires in construing the Agreement,

expressions in the Sub-contract Agreement shall have the same meanings as
those assigned to them in this Sub-contract or in the Main Contract.
IN WITNESS WHEREOF the Parties hereto have hereunder set their respective hands
the day and year first above written.
For and On Behalf of the Main Contractor
Chun Wo Construction & Engineering Co., Ltd.
______________________________________________________
In the Presence of:
______________________________________________________
AND
For and On Behalf of the Sub-contractor

[Name of the Sub-contractor]Chun Wo Foundations Limited
______________________________________________________
2
In the Presence of:
______________________________________________________
1
GENERAL CONDITIONS OF SUB-CONTRACT

Definitions, Interpretation and General Obligations
1.
In this Sub-contract the following expressions and definitions shall

have the meanings hereby respectively assigned to them, except
when the context otherwise requires:
a)
Main Contractors Administration Cost means the sum

calculated based on the percentage allowance as stated in the
Eleventh Schedule for the administration cost (which shall
include Main Contractors Overheads) charged on all cost and
expenses incurred by the Main Contractor on behalf of the Subcontractor pursuant to this Sub-contract. Main Contractors
Administration Cost is chargeable on all incurred cost and
expenses whether or not Main Contractors Administration Cost
is specifically mentioned in the relevant provisions, provided
always that when Main Contractors Overheads is specifically
stated to be chargeable, no Main Contractors Administration
Cost shall be separately charged.
b)
Main Contractors Overheads means the sum calculated

based on the percentage allowance as stated in the Eleventh
Schedule for the overheads cost charged on cost and expenses
incurred by the Main Contractor on behalf of the Sub-contractor.
c)
Main Works means the works as defined by the Main

Contract.
d)
Pricing Document means the Bills of Quantities (in the

event when the Sub-contract is awarded on Lump Sum basis) or
Schedule of Rates (in the event when the Sub-contract is
awarded on Re-measurement basis). For the avoidance of
doubt, there could be re-measurement / provisional items in a
Lump Sum sub-contract, and there could be lump sum items in
a re-measurement sub-contract.
e)
Sub-contract means the entire agreement between the

Main Contractor and the Sub-contractor and shall comprise the
Articles of Agreement, these General Conditions of Sub-contract
including all the Schedules attached thereto, and all other
documents as specified in the Second Schedule hereto.
f)
Sub-contract Sum means the sum as specified in the

Second Schedule hereto as payable to the Sub-contractor for
the Sub-contract Works subject to such additions thereto or
deductions therefrom as may from time to time be made
pursuant to the provisions of the Sub-contract.
g)
Sub-contract Works means the works as defined by the

Sub-contract.
Definitions
and
Interpretatio
n
1
1.
2.
h)
In
this
Sub-contract,
the
expression
Contract
Administrator
(which shall include its expressional
variations, his representatives, servants and agents) is used to
represent the contract administrator appointed by the Employer
to administer the Main Contract. Where the Employer has
appointed a diferent contract administrator such as
Architect, Engineer , Project Manager or the like to
administer the Main Works, wherever the words Contract
Administrator occur in this Sub-contract hereinafter, these
shall be construed and replaced by Architect ,
Engineer , Project Manager or the like (and their
expressional variations).
i)
Words in the Sub-contract importing the singular only also

include the plural and vice versa where the context requires.
j)
Unless otherwise expressly provided elsewhere in the Subcontract, the indices, headings and marginal notes contained in
any document included in the Sub-contract shall not be taken
into consideration in the interpretation and construing of the
Sub-contract.
a)
The Sub-contractor shall execute, complete and maintain the

Sub-contract Works in accordance with the Sub-contract and to
the full satisfaction of the Main Contractor and the Contract
Administrator.
b)
Notwithstanding any provision of facilities which may be

provided by the Main Contractor as described in Clause 3 of this
Sub-contract (for which the Main Contractor is not obliged to do
so either in respect of the provision of any item so indicated in
this Sub-contract and / or any indicated duration of their
availability on Site), the Sub-contractor shall provide, maintain
and remove at his own expenses all necessary labour,
supervision, materials, Constructional Plant, Temporary Works
and everything whether of a permanent or temporary nature
required for the execution, completion, defects rectification and
free maintenance of the Sub-contract Works.
Definitions
and
Interpretatio
n
General
Obligations
The Sub-contractor shall be responsible for providing labour in

unloading, hoisting and distribution of his plant, goods and
materials around the Site.
c)
The Sub-contractor shall be responsible for the removal of

rubbish generated by his operations to a dumping point on
ground level designated by the Main Contractor. Should this
requirement not be adhered to, the Main Contractor may
employ others to carry out such works without prior notice to
the Sub-contractor and all cost so incurred shall be charged to
the Sub-contractors account.
d)
The Sub-contractor shall provide all submission, proposals,

design (if so required by the Sub-contract), as-built drawings,
manual, documents, catalogues, samples, method statements,
testing reports and all other services and documentation as
specified or required by the Contract Administrator in relation to
2
the Sub-contract Works. Any ordering of materials, equipment

or plant by the Sub-contractor without the approval or review
without objection from the Main Contractor and / or the
Contract Administrator will be at the Sub-contractors risk. If
any materials, equipment or plant proposed is not accepted by
the Main Contractor or the Contract Administrator or not
available in the market, the Sub-contractor shall provide
promptly other approved alternative at his expenses. Any
alternative proposal shall not entitle the Sub-contractor to any
cost and / or time reimbursement. However, any saving from
alternative proposal shall be omitted from the Sub-contract Sum
as an omission variation.
e)
2.
3.
f)
The Sub-contractor shall not assign the whole or any part of the
benefit of this Sub-contract, nor shall he sublet the whole or any
part of the Sub-contract Works, without the prior written
consent of the Main Contractor. If the Sub-contractor sublets
the whole or any part of the Sub-contract Works without the
prior written consent of the Main Contractor, the Main
Contractor shall have the rights to withhold payment from the
Sub-contractor for the works so carried out by the sub-subcontractors of the Sub-contractor until they have been
approved by the Main Contractor or removed from the Sub contract Works and reinstated and / or replaced by the Subcontractor.
The Sub-contractor shall pay all cost of procuring the necessary
permits and licenses for anything imported into the Hong Kong
Special Administrative Region, and shall pay import duties,
taxes, fees, levies and charges of any nature required by the
laws of Hong Kong Special Administrative Region for and in
connection with the performance of the Sub-contract Works.
g)
The Sub-contractor shall provide a full time competent agent or

authorized representative approved by the Main Contractor for
the supervision of the Sub-contract Works. Such agent or
representative shall be able to communicate fluently both in the
Chinese and English languages and shall be empowered to
receive and comply with all instructions and decisions of the
Main Contractor.
h)
If the Sub-contractor is required to be registered or listed either

with the appropriate registration requirement of the relevant
statutory bodies or the Employer for the execution of the
respective part(s) of the Sub-contract Works, this Sub-contract
shall become automatically determined in the event that the
Sub-contractor fails to comply with such registration or listing
requirement at any time prior to complete performance of this
Sub-contract.
Without relieving the Sub-contractor from his obligation pursuant to

Clause 2(b) of this Sub-contract, the Main Contractor may (but is
under no obligation to) provide at the Site the Constructional Plant
and other facilities (such as plant, ladders, scafolding or staging and
lifting facilities etc.) as specified in the Third Schedule hereto and
shall permit the Sub-contractor, subject to the prior agreement and at
the convenience of the Main Contractor and in common with such
other sub-contractors as the Main Contractor may allow, to have the
use thereof, provided that there is no obligation on the part of the
3
General
Obligations
Main
Contractors
Facilities
Main Contractor to modify, amend, or retain any Constructional Plant

or facilities longer than as deemed necessary by the Main Contractor.
No such facilities will be provided during any prolonged construction
period nor for the maintenance and servicing of the Sub-contract
Works during the defects liability and / or free maintenance period.
The Main Contractor shall have no liability to the Sub-contractor in
respect of any failure to provide such Constructional Plant or facilities,
nor in respect of any inadequacy or unfitness for the Sub-contractors
purposes of any Constructional Plant or facilities so provided.
Provided always that if the construction period of the Sub-contract
Works is prolonged due to the default of the Sub-contractor resulting
in the necessity to provide and maintain any Constructional Plant or
facilities beyond the Date(s) for Completion of the Sub-contract Works
stated in the Second Schedule, the Main Contractor shall charge a
reasonable cost against the Sub-contractor for such Constructional
Plant or facilities for the prolonged period.
4.
a)
4.
b)
The Sub-contractor shall in the execution of the Sub-contract

Works on Site observe the same hours of working as the Main
Contractor and shall comply with all reasonable rules and
regulations of the Main Contractor governing the execution of
work, the arrival at and the departure from the Site of materials
and Constructional Plant and the storage of materials and
Constructional Plant on the Site. The Sub-contractor shall
obtain the consent of the Main Contractor prior to the carrying
out of any overtime work. Any additional cost due to overtime
works incurred by the Sub-contractor in order to meet the
programmes or their amendments shall be deemed to have
been included in the Sub-contract Sum.
The Main Contractor shall from time to time make available to
the Sub-contractor such part or parts of the Site as shall be
necessary to enable the Sub-contractor to execute the Subcontract Works, but the Main Contractor shall not be obliged to
give the Sub-contractor sole possession or exclusive control of
any part of the Site. On the Date for Commencement of the
Sub-contract Works, if the Main Contractor is unable to give
possession to the Sub-contractor such part or parts of the Site
as stated in the Main Contractors programmes or working
schedules due to reason beyond the Main Contractors control,
Clause 13(c) of this Sub-contract shall apply.
c)
The Sub-contractor shall permit the Contract Administrator, the

Main Contractor, and any other sub-contractors during working
hours to have safe and reasonable access to the Sub-contract
Works and to the places of the Site where any work or materials
thereof are being executed, prepared or stored. The Subcontractor shall also permit or procure safe and reasonable
access for the Contract Administrator and the Main Contractor
to such places of the Site where work is being executed,
prepared or stored by or on behalf of the Sub-contractor in
connection with the Sub-contract Works.
d)
During the construction period, the Sub-contractor shall provide

access route so as not to cause any inconvenience to the
execution of works by the Main Contractor, other subcontractors or other tradesmen of the Employer.
Site Working
and Access
Site Working
and Access
5.
5.
a)
The Sub-contractor shall comply with the requirements of the

Main Contract in respect of the bringing on to and removal from
the Site of Constructional Plant, Temporary Works, materials
and other things and in so far as any items thereof are hired by
the Sub-contractor. If so required by a similar provision in the
Main Contract, the Sub-contractor shall supply all copies of
documents related to the price, types, catalogues, etc. of such
property to the Main Contractor and shall assist the Main
Contractor in all respect in order to satisfy the Contract
Administrator that the Main Contractor owes such property.
b)
Those Constructional Plant, Temporary Works, materials or

things (other than those materials and things which shall
become part of the Permanent Works), as listed in the Second
Schedule, provided by the Sub-contractor in connection with the
Sub-contract Works shall be deemed to have been passed from
the Sub-contractor to the Main Contractor immediately upon
their delivery or being made available on Site, and shall be repassed from the Main Contractor to the Sub-contractor
immediately after the completion of the Sub-contract Works.
c)
The Sub-contractor shall make all arrangement for transporting,

loading and storing of his materials, plant and equipment and
any subsequent handling on Site and shall be at all times
responsible for the safety and custody of such materials, plant
and equipment. All cost incurred by the Sub-contractor in
compliance with this Sub-clause shall be deemed to have been
included in the Sub-contract Sum.
d)
Any direction about the use of any materials, fittings and

equipment given either in writing or orally by any staf of the
Main Contractor or the Contract Administrator shall not relieve
the Sub-contractors liability in respect of the Specification
requirement and the Sub-contract documents.
e)
Upon the request of the Sub-contractor, the Main Contractor

may, without accepting any contractual liabilities, assist the
Sub-contractor to purchase such materials in which case the
Main Contractor shall charge Main Contractors Overheads on
top of the purchasing price. It is the Main Contractors sole
decision as to whether or not he would purchase the materials
on behalf of the Sub-contractor. It is explicitly agreed that the
Main Contractor shall accept no liability due to delay in assisting
the Sub-contractor with the purchasing of the materials
(whether or not such purchase is procured under the name of
the Main Contractor and / or his affiliated company), and all
losses, responsibility and consequence (including Subcontractors liability for delayed completion of the Sub-contract
Works) shall be borne by the Sub-contractor. The quantities,
types, brand name, etc. of the materials shall be given by the
Sub-contractor and if such information is not given, the Main
Contractor may enter such information in the purchase order so
far as he deems appropriate and the Main Contractor has no
responsibility whatsoever if the information is found to be
incorrect. All losses due to the incorrect information in purchase
order are to be borne by the Sub-contractor.
Property in
Materials
and Plant
Property in
Materials
and Plant
Contract Documents
6.
6.
a)
Subject to the hierarchy of the relevant parts of the documents

forming the Sub-contract as defined in the Second Schedule,
the other documents forming the Sub-contract also listed in the
Second Schedule are to be taken as mutually explanatory of
one another.
In respect of the complete Sub-contract
documents, the Sub-contractor shall have the obligation to
discover and find out any ambiguities and / or discrepancies
and shall notify the Main Contractor in writing at once. The
same shall be determined by the Main Contractor who shall
issue to the Sub-contractor written clarification to resolve the
ambiguities and / or discrepancies, and in doing so may instruct
on the basis that the requirement or interpretation which the
Main Contractor considers to be most stringent and / or onerous
is to prevail and be complied with by the Sub-contractor. Any
such written clarification shall not entitle the Sub-contractor to
any cost and / or time compensation.
b)
In the event that the Sub-contract is made up of document

written in both English and Chinese, both the English provisions
and Chinese provisions shall apply in this Sub-contract. In case
of ambiguities and / or discrepancies, the above rules of
interpretation and construing shall apply.
c)
The Main Contractor shall allow the Sub-contractor to inspect

the full set of the Main Contract documents and / or drawings in
relation to the Sub-contract Works. The Main Contractor shall
provide one free copy of the relevant part of the Main Contract
documents and / or drawings in relation to the Sub-contract
Works to the Sub-contractor upon request. Extra copies of such
relevant documents and / or drawings shall be charged to the
Sub-contractor.
d)
The Sub-contractor shall verify all dimensions shown on the

drawings and other documents with the site conditions before
commencement of the Sub-contract Works. Any discrepancies
discovered shall immediately be reported to the Main
Contractor who shall provide necessary clarification to the Subcontractor accordingly pursuant to Clause 6(b) of this Subcontract. The Sub-contractor shall be liable
(Contd)
d)
Sub-contract
Documents
Sub-contract
Documents
for all additional cost and / or time due to failure in notifying the
Main Contractor of such discrepancies before commencement
of the relevant part of the Sub-contract Works.
7.
a)
The Sub-contractor acknowledges and agrees that he had been

given reasonable opportunity of inspecting the Main Contract
(other than details of the Main Contractors prices and financial
arrangements) and the latest Main Contract programme at the
Main Contractors office, and shall be deemed to have full
knowledge of the provisions thereof. The Sub-contractor shall
be deemed to have inspected and examined the Site and its
surroundings and to have satisfied himself, before submitting
the tender and / or accepting the award, as regards existing
roads, underground conditions (whether natural or man-made)
6
Main
Contract
or other means of communication with and access to the Site,

the climatic conditions, the form and the nature of the Site, the
risk of injury or damage to property adjacent to or underneath
the Site or to the occupants of such property, the nature of the
work, materials and any accommodation required for the
completion of the Sub-contract Works. Save as expressly stated
in this Sub-contract, the Main Contractor shall have no liability
to the Sub-contractor in respect of any condition, obstruction or
circumstances that may afect the execution of the Sub-contract
Works and the Sub-contractor shall be deemed to have satisfied
himself as to the correctness and sufficiency of the Sub-contract
Sum to cover the provision and doing by him of all things
necessary for the performance of his obligations under the Subcontract. The Sub-contractor shall obtain his own information
on all matters influencing or afecting the execution and
maintenance of the Sub-contract Works. All cost and / or time
arising therefrom shall be deemed to have been included in the
Sub-contract Sum.
8.
b)
Save where the Sub-contractor is explicitly directed to do

otherwise, the Sub-contractor shall so execute, complete and
maintain the Sub-contract Works such that no act or omission of
him in relation thereto shall constitute, cause or contribute to
any breach by the Main Contractor of any of his obligations
under the Main Contract and the Sub-contractor shall, save as
aforesaid, assume and perform hereunder all the obligations
and liabilities of the Main Contractor under the Main Contract in
relation to the Sub-contract Works. Nothing herein shall be
construed as creating any privity of contract between the Subcontractor and the Employer.
c)
The Sub-contractor acknowledges that any breach by him of the

Sub-contract may result in the Main Contractors committing
breaches of and becoming liable in damages under the Main
Contract and / or other sub-contracts made by him in
connection with the Main Works and may occasion further
losses or expenses to the Main Contractor in connection with
the Main Works and all such damages, losses and expenses are
hereby agreed to be within the contemplation of the Parties as
being probable results of any such breach by the Subcontractor. The Main Contractor may, without prejudice to any
other rights and method of recovery, withhold or deduct the
amount of such damages, losses and expenses from any
monies due or to become due to the Sub-contractor.
Unless otherwise stated in the Second Schedule, the Sub-contract

Sum and the rates and prices specified in the Pricing Document shall
not be subject to price fluctuation in respect of the rates of wages and
allowances payable to labour, change in the conditions of
employment thereof, change in the cost of materials (whether for the
Permanent or Temporary Works), plant, consumable, stores, fuel and
power or variation in the rates of freight and insurance or customs
duties, landing charges or the operation of any law or statue or
exchange rates of currencies or variation in the cost of any other
matter of whatsoever nature subsequent to the award of the Subcontract.
7
Fixed Price
Indemnities, Insurance, Guarantee and Bond

9.
9.
a)
The Sub-contractor shall indemnify and keep indemnified the

Main Contractor against all liabilities, losses and claims for
injury to or death of any person or liabilities, losses and claims
for damage to any properties (including without limitation to
property of the Employer, the Main Contractor, other subcontractors or any third party) whatsoever which may arise out
of or in connection with the execution of the Sub-contract Works
and against all claims, demands, proceedings, damages, cost,
charges and expenses whatsoever in respect thereof or in
relation thereto.
b)
The Sub-contractor shall make good, or pay all reasonable cost

of making good to the Main Contractor, any damages or losses
to the works or properties of the Main Contractor or any person
whatsoever, and shall indemnify the Main Contractor against
damages, losses or injury to the employees, workers and agents
of the Main Contractor or other sub-contractors which may arise
out of or in connection with the execution of the Sub-contract or
Sub-contract Works.
c)
The Main Contractor shall not be liable for any accident or

damages or compensation payable at law in respect of or in
connection with any accident or injury to any workman or other
person in the employment of the Sub-contractor or any of his
sub-sub-contractors or self-employed workers.
The Subcontractor shall indemnify and keep indemnified the Main
Contractor against claims for injury to or death of any
employees or workers of the Sub-contractor (and of any other
employees or workers of any sub-sub-contractors of any tiers /
suppliers / third parties / self-employed workers) or damage to
any properties whatsoever or liabilities and damages in
accordance with the laws of Hong Kong Special Administrative
Region which may arise out of or in connection with the
execution of the Sub-contract or Sub-contract Works and against
all claims, demands, proceedings, damages, cost, charges and
expenses whatsoever in respect thereof or in relation thereto.
The Sub-contractor is responsible for the advance wage
payment and compensation to his employees or workers before
compensation money is released by the insurance company to
the Main Contractor. If the Sub-contractor is unable to pay the
wages and compensation to the injured person, the Main
Contractor may pay for the Sub-contractor or has to pay for
such wages and compensation as required by the relevant
ordinances and recover the same plus Main Contractors
Administration Cost from the Sub-contractor.
d)

Main Contractor against all penalties, proceedings, damages,
cost, charges and expenses whatsoever which may arise out of
or in connection with the execution of the Sub-contract or Sub8
Indemnities
Indemnities
contract Works being in breach of any laws, regulations or bylaws of Hong Kong Special Administrative Region. In case where
court summon is received by the Main Contractor in respect of
the Sub-contract Works or any action or inaction of the Subcontractor, if the Main Contractor decides to defend such
summon, the Main Contractor may at his discretion bear 50% of
the legal cost in defending such summon. Save as aforesaid, all
legal cost, penalties, damages, etc. are to be borne by the Subcontractor.
10.
e)
The Sub-contractor shall indemnify and save harmless the Main

Contractor against and from every liability which the Main
Contractor may incur to any other person whatsoever and
against all claims, demands, proceedings, damages, losses,
cost and expenses made against or incurred by the Main
Contractor by reason of any breach by the Sub-contractor of the
Sub-contract.
a)
Without limiting the Sub-contractors obligations and insurance

responsibilities pursuant either to this Sub-contract or under
local legislations regarding care of works, damage to persons
and property, damage to Government property, insurance
against accidents etc. to workmen under the Conditions of the
Main Contract, the Main Contractor shall maintain in force until
such time as the Main Works shall have been completed or
ceased to be at the risk of the Main Contractor under the Main
Contract, but excluding the prolongation period arising out of
breaches of the Sub-contract by the Sub-contractor, the policies
of insurance specified in Parts I and II of the Fourth Schedule
hereto.
Insurance
In the event of the Sub-contract Works, any Temporary Works or

materials or other things for incorporation into the Sub-contract
Works whilst on Site but not otherwise during the period of
construction being destroyed or damaged such that a claim is
established in respect thereof under the said insurance policies,
then the Sub-contractor shall be paid the amount of such claim,
or the amount of his actual losses, whichever is the lesser, and
in any case only to the extent that such claim is recovered and
such payment is received by the Main Contractor under the
terms and provisions of the said policies and the Sub-contractor
shall apply such sum in replacing or repairing that which was
destroyed or damaged.
Before the receipt of the above
payment, the Sub-contractor shall promptly and diligently repair
the destroyed or damaged works or material at his own cost.
The Sub-contractor shall at all times observe and comply with
the terms and conditions of the said policies and shall bear the
consequence of any failure to do so. Where under the terms of
any of the said policies a certain initial loss is required to be
borne under any excess clause, then such initial loss shall be at
the Sub-contractors own risk and expenses. Save as aforesaid
the Sub-contract Works shall be at the risk of the Sub-contractor
until the Main Works have been completed under the Main
Contract, or if the Main Works are to be completed by sections,
until issue of the last certificates of completion for various parts
of the Main Works, and the Sub-contractor shall make good all
losses of or damages occurring to the Sub-contract Works prior
9
thereto at his own expenses.

10.
b)
The Sub-contractor shall efect insurance against such risks as

are specified in Parts Ill to V of the Fourth Schedule hereto and
in such sums and for the benefit of such persons as are
specified therein. Unless the said Schedule otherwise provides,
the Sub-contractor shall maintain such insurance from the
commencement of the Sub-contract until he has finally
performed his obligations under Clause 15 of this Sub-contract.
c)
If pursuant to Clause 10(b) of this Sub-contract insurance

policies have to be efected and maintained by the Subcontractor, the Sub-contractor shall if so required by the Main
Contractor produce for inspection from time to time the
appropriate policy of insurance together with receipts for
premiums paid thereunder.
Insurance
In the event of the Sub-contractor failing to efect and maintain

insurance required under this Clause, then the Main Contractor
may, at his discretion and without any obligation whatsoever,
efect such insurance and recover all cost and expenses of so
doing from the Sub-contractor. The arrangement of insurance
by the Main Contractor in this respect shall not in any event
relieve the Sub-contractors liability as a result of or in
connection with his failure to insure.
d)
The Sub-contractor is specifically reminded that the insurance

policies arranged by the Main Contractor will not cover personal
injury to sole proprietors and self-employed workers, nor to
workmen working of-site, unless otherwise specified in the
Fourth Schedule of this Sub-contract.
According to Hong Kong Employees Compensation Ordinance
Chapter 282 Clause 2 Definition of Employee, any selfemployed person, his family members and employees who live
with the employer shall not be covered by Clause 9(c) of this
Sub-contract. This means that such persons are unable to
apply for employees compensation under the above ordinance
for any accident or injury to them while working on Site.
Therefore, the Sub-contractor shall efect insurance at his own
expenses for the benefit of himself, his family members and
employees who live with him.
e)
In the event of any workman or other person employed on the

Sub-contract Works or in connection with the Sub-contractor
whether in the employment of the Sub-contractor or his subsub-contractors sufering any bodily injury while working on Site
and whether there be a claim for compensation or not, the Subcontractor shall, without delay and in any event within 24
hours, notify the Main Contractor in such form as the Main
Contractor or the Commissioner for Labour may require. After
notification, the Sub-contractor shall furnish all information as
required by the insurers to the Main Contractor without delay. If
the Sub-contractor fails to furnish such information after written
notice by the Main Contractor, the Main Contractor has the
rights to withhold payment to the Sub-contractor until such
information is furnished.
10
11
12
a)
The Sub-contractor shall, upon request by the Main Contractor

and at his own cost and in all respects, procure his proprietors,
shareholders, parent company, holding company, subsidiaries
or partners to present a guarantee or an indemnity in the
prescribed format as shown in the Fifth Schedule hereto, stating
they shall bear [joint and several] * liability for the proper and
complete performance of the Sub-contract. Such liability shall
include any changes, amendments or extension of time made,
permitted or agreed upon according to such condition.
b)
The Main Contractor shall reserve the right to request any

proprietors, shareholders, parent company, holding company,
subsidiaries or partners of the Sub-contractor as a party to the
guarantee or indemnity, and the Sub-contractor shall forthwith
procure such guarantee or indemnity without undue delay.
The Sub-contractor shall, at his own cost (inclusive of any stamp

duties and other payable taxes), provide the Main Contractor with a
bond signed by an insurance company or a bank approved by the
Main Contractor in writing and executed in the way approved in
writing by the Main Contractor in the prescribed format as shown in
the Sixth Schedule hereto.
Guarantee
Bond
Commencement, Completion, Delay and Defects Liability

13.
a)
The Sub-contractor shall execute and complete the Subcontract Works diligently and regularly according to the Main
Contractors programme, which may be amended from time to
time. The Sub-contractor shall submit his work programme
after being notified of the award of the Sub-contract pursuant to
Clause 13(b) of this Sub-contract for the Main Contractors
comments and incorporating into the Main Contractors
programme. Thereafter, the Sub-contractor shall execute the
Sub-contract Works in accordance with the Main Contractors
programme and any amendment thereto which may be made
by the Main Contractor during the progress of the Main Works.
The Sub-contractor shall revise his programme so as to fit in
with the Main Contractors amended programme and to enable
the Main Contractor to proceed with other parts of the Main
Works.
The Sub-contractor shall, if the Main Contractors
programme has not been given to him, check the Main
Contractors programme constantly and make necessary
photocopies at the Main Contractors office.
Commencem
ent
Completion
and
Extension of
Time
If the Sub-contractor considers that he has worked in

accordance with the Main Contractors programme or any
amendment thereof and he is entitled to extension of time, the
Sub-contractor must give notice under Clause 27(e) of this Subcontract and the Main Contractor will assess extension of time,
if any, under Clause 13(c) of this Sub-contract.
b)
Within 14 days after being notified of the award of the Subcontract, the Sub-contractor shall submit to the Main Contractor
for his approval a programme showing the order, procedure and
Not applicable where the Sub-contractor is not a multi-party entity
11
13.
b)
method with which he proposes to carry out the Sub-contract

Works and shall whenever required by the Main Contractor
furnish for his information particulars in writing of the Subcontractors arrangements for the carrying out of the Subcontract
Works
and
of
the
Constructional
(Contd)
Plant and Temporary Works which the Sub-contractor intends to
supply, use or constructed as the case may be, provided always
that the submission to the Main Contractor of such programme
or the furnishing of such particulars shall not relieve the Subcontractor of any of his obligations or responsibilities under the
Sub-contract. The Sub-contractor shall as and when requested
by the Main Contractor so to do prepare and submit to the Main
Contractor a revised programme or programmes showing the
efects upon the original programme of any changes to or
matters afecting or likely to afect the Sub-contract Works and
the extent to which the efects of such changes and matters can
be accommodated. The Sub-contractor shall co-ordinate his
works with the Main Contractor and other sub-contractors,
whether they are employed by the Employer or the Main
Contractor. If the Sub-contractor has any disagreement in
coordinating his works with the others, the Main Contractor shall
make the final decision which must be followed by the Subcontractor. No claim in cost and / or time shall be entertained in
respect of any interference with other sub-contractors.
c)
Commencem
ent
Completion
and
Extension of
Time
If the Sub-contract Works shall be delayed:

i)
by any circumstance or occurrence (other than a breach of

this Sub-contract by the Sub-contractor) entitling the Main
Contractor to an extension of time for completion of the
Main Works under the Main Contract, or
ii)
by the ordering of any variation to the Sub-contract Works

in writing by the Main Contractor pursuant to Clause 17(a)
of this Sub-contract, or
iii)
by any breach of the Sub-contract by the Main Contractor

or act of prevention caused by the Main Contractor or a
disturbance to the progress of the Sub-contract Works for
which the Main Contractor is responsible,
the Sub-contractor, subject to Clause 27(e) of this Sub-contract,

shall be entitled to such fair and reasonable extension to the
Date(s) for Completion of the Sub-contract Works provided
always that the Sub-contractor shall only be entitled to an
extension of time for Completion when the delaying event is on
the critical path of the programme of the Sub-contract Works
and there is flow time in the programme of the Main Contract
Works.
d)
Where diferent Dates for Completion are specified in the Main

Contractors programme for diferent parts of the Sub-contract
Works, then for the purposes of the preceding provisions of this
Clause each such part shall be treated as if it is the whole of the
Sub-contract Works.
12
e)
Nothing in this Clause shall be construed as preventing the

Sub-contractor from commencing of Site any work necessary
for the execution of the Sub-contract Works.
f)
The Sub-contractor agrees that he is not entitled to claim time

at large in case of any breach, act of prevention and / or
disturbance is caused by the Main Contractor.
The Sub-contractor also expressly waives his rights to claim
time at large in case he has failed to follow Clause 27(e) of this
Sub-contract
(Contd)
13
thereby losing his rights to extension of time entitlement. In

addition, for delay under Clause 13(c)(i) of this Sub-contract,
the extension to be granted to the Sub-contractor shall not
exceed the extension of time to which the Main Contractor is
entitled under the Main Contract.
14.
15.
a)
If the Sub-contractor fails to complete the Sub-contract Works or

any portion, part or section thereof on or before the Date(s) for
Completion of the Sub-contract Works or extended date thereof
according to Clause 13(c) of this Sub-contract, then the Subcontractor shall pay to the Main Contractor or, the Main
Contractor shall have the rights to deduct from any monies due
or to become due to the Sub-contractor, the relevant sum
calculated at the rate(s) stated in the Second Schedule hereto
as liquidated damages for such default and not as a penalty for
each day or part of a day which shall elapse from the date on
which the prescribed time or any extension thereof according to
Clause 13(c) of this Sub-contract expired up to and including
the date of completion of the Sub-contract Works or the
relevant portion, part or section thereof as relevant.
b)
The payment of such liquidated damages shall not relieve the

Sub-contractor from his obligations to execute, complete and
maintain the Sub-contract Works or from any other of his
obligations and liabilities under the Sub-contract.
a)
If the Sub-contractor shall complete the Sub-contract Works

before the completion of the Main Works, or where under the
Main Contract the Main Works are to be completed by sections,
before the completion of the last of such sections in which the
Sub-contract Works are comprised, the Sub-contractor shall
maintain the Sub-contract Works in perfect condition and shall
make good every defect and imperfection therein from
whatever cause, including without limitation to inclement
weather, vandalism and damage by third party or by other subcontractors of the Main Contractor, until such completion of the
Main Works or last section thereof is achieved. Save for any
insurance claim recoverable pursuant to Clause 10 of this Subcontract, the Sub-contractor shall not be entitled to any
additional payment for so doing unless such defect or
imperfection is caused by the act, neglect or default of the
Employer or the Main Contractor.
b)
After completion of the Main Works or of the last section thereof

13
Commencem
ent
Completion
and
Extension of
Time
Liquidated
Damages for
Delay
Maintenance
and Defects
in which the Sub-contract Works are comprised, as the case

may be, the Sub-contractor shall maintain the Sub-contract
Works and shall make good such defects and imperfections
therein as the Main Contractor is liable to make good under the
Main Contract for the like period and upon the like terms as the
Main Contractor is liable to maintain and make good under the
Main Contract. The Sub-contractor is obliged to visit the Site
and check the location and all necessary details of the defects
by his own means. The Sub-contractor shall carry out the
rectification works once he receives the notification from the
Main Contractor. The excuses such as the Sub-contractor has
not been given an opportunity to check the defects or he has
not been notified of the exact locations of the defects will not
be entertained. The Sub-contractor is not entitled to claim that
he must collect all the details regarding liability and / or cause
of defects before he commences works.
15.
b)
(Contd)
Maintenance
and Defects
Provided always that if any defect or imperfection made good

by the Sub-contractor under this Clause is caused by the act,
neglect or default of the Main Contractor, then notwithstanding
that the Main Contractormay have no corresponding rights
under the Main Contract, the Sub-contractor shall be entitled to
payment by the Main Contractor his reasonable cost of making
good such defect or imperfection, provided always that full
details are submitted by the Sub-contractor to substantiate his
claim.
c)
The Sub-contractor shall indemnify the Main Contractor against

any latent defect which may occur in the Sub-contract Works for
such period as required by the Sub-contract (whether or not a
warranty has been requested and / or provided by the Subcontractor) or such period required by the Laws of Hong Kong
Special Administrative Region whichever period is the longer.
d)
If the Sub-contractor fails to execute such work of repair,

rectification or making good in accordance with the Subcontract the Main Contractor or the Employer may by his own or
other workmen or sub-contractors do such works as he may
consider necessary. If the work so done by the Main Contractor
or the Employer is for defects which the Sub-contractor is liable
to rectify under the Sub-contract, all cost and expenses incurred
by the Main Contractor or the Employer in so doing shall be paid
by the Sub-contractor to the Main Contractor or set of from any
money due or to become due to the Sub-contractor. For the
purpose of such setting of, prior notice to the Sub-contractor
before the carrying out of the Sub-contract Works by the Main
Contractor or the Employer shall not be a condition precedent to
the setting of against the Sub-contractors account.
Instructions and Variations

16.
a)
The Sub-contractor shall comply with all instructions and

decisions of the Contract Administrator which are notified and
confirmed in writing to him by the Main Contractor.
14
Instructions
and Decision
16.
b)
The Sub-contractor acknowledges that under the Main Contract,

the Contract Administrator has the rights to give instructions,
make final decisions and certification in relation to the Main
Works. In this respect the Main Contractor, in addition to his
powers stated in this Sub-contract, shall have the like powers in
relation to the Sub-contract Works to give instructions, final
decisions and certification as the Contract Administrator and
the Sub-contractor shall have the like obligations as the Main
Contractor under the Main Contract to abide by and comply
therewith. The said powers of the Main Contractor shall be
exercisable in any case irrespective of whether the Contract
Administrator has exercised like powers in relation thereto
under the Main Contract.
c)
If the progress of Sub-contract Works is not satisfactory and

after the Main Contractors reasonable warning no improvement
is made to the situation within a reasonable period, the Main
Contractor shall have the rights to issue instruction to omit
parts of the Sub-contract Works and shall by himself, his
employees, workers, agents or other sub-contractors, execute,
complete and maintain such works. The Main
(Contd)
c)
Instructions
and Decision
Contractor shall recover all additional cost and expenses for the
execution, completion and maintenance of such parts of the
Sub-contract Works from the Sub-contractor by deducting the
amount of such additional cost and expenses from any monies
due or to become due to the Sub-contractor or by any other
means. The Sub-contractor shall not object to such omission
and shall have no recourse for any compensation for loss of
profit.
Notwithstanding the rights of the Main Contractor to omit parts
of the Sub-contract Works from the Sub-contractor under this
Clause, the Sub-contractor shall not be relieved of his
obligations to execute, complete and maintain those parts of
the Sub-contract Works not taken over from him pursuant to the
provisions of the Sub-contract.
17.
d)
When the Sub-contractor receives an instruction from the Main

Contractor, the Sub-contractor has the obligation to check the
signature and the ranking of the person who signs on the
instruction. If the Sub-contractor is not satisfied that the person
who signs on the instruction has the authority to issue such
instruction, the Sub-contractor shall in writing advise the Main
Contractor and the Sub-contractor shall not carry out the varied
works prior to the Main Contractors clarification. If the Subcontractor carries out the instructed works without checking or
having received the Main Contractors clarification, the Subcontractor is deemed to have accepted the risk that the
instruction has not been issued under proper authorization from
the Main Contractor. In such event, the Sub-contractor will not
be entitled to any variation payment but may further be
instructed to remove the varied works so carried out by him.
Without such an instruction to remove by the Main Contractor,
the Sub-contractor shall not remove such varied works.
a)
The Sub-contractor shall carry out such variations of the Sub15
Variations
contract Works, whether by way of addition, modification,

omission, substitution, alteration, changes in the quality, form,
character, kind, position, dimension, level or line and changes
in the specified sequence, method or timing of construction,
changes to the Site or entrance to and exit from the Site as may
be instructed in writing by authorized representative of the Main
Contractor.
17.
b)
Save as being instructed to do so by the Main Contractor, the

Sub-contractor shall not make any variation of the Sub-contract
Works.
c)
The Sub-contractor shall only act upon such instruction as given

in writing by the Main Contractor. The Sub-contractor shall not
act upon an unconfirmed instruction for any variation of the
Sub-contract Works which is directly received by him from the
Employer or the Contract Administrator. If the Sub-contractor
shall receive any such direct instruction, he shall inform the
Main Contractor and shall seek for confirmation from the Main
Contractor. Any instruction relating to the Sub-contract Works
which is given by the Contract Administrator or the Employer,
even if it would constitute a variation under the Main Contract,
shall for the purposes of this Clause be deemed to constitute a
variation of the Sub-contract Works only if confirmed by the
Main Contractor. Any work done by the Sub-contractor without
a written instruction by the Main Contractor shall be deemed to
be work initiated by the Sub-contractor on his own accord and
no claim for additional cost and / or time will be e
(Contd)
c)
Variations
entertained, whether or not a retrospective instruction is issued

by the Main Contractor to cover the changes.
If any variation works done by the Sub-contractor which result
in an omission from original Sub-contract Sum, the Main
Contractor
has
thrights
to
issue
written
instruction
retrospectively and the Sub-contract Sum shall be reduced
accordingly.
d)
The Sub-contractor, upon the instruction by the Main Contractor

under Clause 17(a) of this Sub-contract, shall proceed with the
variation work diligently and in compliance with the Main
Contractors programme. The Sub-contractor is not allowed to
refuse to carry out the variation work even when agreement of
the valuation is pending. Should the Sub-contractor fail to
proceed with the variation work within reasonable time and / or
diligently, the Main Contractor has the sole discretion to commit
his own or other workmen or sub-contractors to do such works.
All additional cost and expenses properly incurred by the Main
Contractor as a result of the Sub-contractor failing to proceed
with the variation works without justifiable reasons shall be
deducted from any monies due or to become due to the Subcontractor.
e)
The Main Contractor may instruct in writing that any variation

work be carried out on dayworks basis.
Without such
instruction by the Main Contractor, the Sub-contractor shall not
be entitled to any payment based on dayworks basis.
16
f)
The Sub-contractor shall not commence any dayworks unless

he receives both the written dayworks order signed by
authorized representatives of the Main Contractor and the
standard dayworks sheet from the Main Contractor. The Subcontractor is deemed to have accepted the requirements stated
on the standard dayworks sheet. The strict compliance with
these requirements stated on the standard dayworks sheet is a
condition precedent for payment. Failing to observe these
requirements by the Sub-contractor shall mean that the Subcontractor has waived his right to claim for the dayworks
payment. It is the Sub-contractors obligation to ensure that the
dayworks return is signed by authorized personnel of the Main
Contractor within 48 hours after the dayworks is carried out,
and the Sub-contractor is deemed to have waived his rights to
claim for dayworks payment in the absence of such properly
signed dayworks record, even an instruction has been issued
pursuant to Clause 17(e) of this Sub-contract.
g)
The Main Contractor may procure any part of the Sub-contract

Works, omitted as a variation, be executed by the Main
Contractor or by another sub-contractor. The Sub-contractor
shall not be entitled to any payment in respect of loss of profit
in connection with any variation instructed (whether or not any
omitted work is executed by the Main Contractor or by another
sub-contractor).
18.
a)
All variations done by the Sub-contractor without a prior written

instruction issued by the Main Contractor shall be classified as
unauthorized variation. All unauthorized variations shall not be
paid by the Main Contractor and shall be rectified, if so
instructed by the Main Contractor, by the Sub-contractor at his
own expenses.
Valuation of
Variations
18.
b)
All authorized variations of the Sub-contract Works shall be

valued in the manner provided by this Clause and the value
thereof shall be added to or deducted from the Sub-contract
Sum as the case may require. Under all circumstances, no
claim for any loss of profit due to addition or omission of works
which by virtue of authorized variation or otherwise shall be
entertained.
Valuation of
Variations
c)
The value of all authorized variations shall be ascertained by

reference to the rates and prices specified in the Sub-contract
for the like or analogous work. If there are no such rates and
prices, or if in the opinion of the Main Contractor they are not
applicable, then such value shall be ascertained with proper
reference and adjustments to other similar rates and prices
specified in the Sub-contract. In case there is no similar rate in
the Sub-contract, a proper and reasonable valuation shall be
made with reference to the prevailing market rate.
d)
The final valuation of variation, after assessment, shall be

confirmed in writing to the Sub-contractor by the Main
Contractor. Before such assessment is confirmed in writing
either by the Main Contractors project manager or QS Manager,
any indication to the Sub-contractor of the valuation of variation
by any officers / agents of the Main Contractor, whether prior to
or after the variation is instructed, shall be regarded as
17
indicative only and shall not bind the Main Contractors final
assessment.
e)
The quantity stated in the Pricing Document or breakdown of

any nature including those in the Seventh Schedule of this Subcontract shall not form part of the Sub-contract unless the item
is explicitly stated to be either a re-measured item or
provisional. No adjustment shall be made to the Sub-contract
Sum for works not intended to be re-measured or provisional,
even if the actual work done for such items is less or more than
the quantities stated against such items in the Pricing
Document or breakdown, unless this Sub-contract explicitly
states otherwise. Notwithstanding the above, if the decrease or
increase in quantity is resulted from an authorized variation, the
Sub-contract Sum shall be adjusted under Clause 18(c) of this
Sub-contract.
If the aggregate increase (but not decrease) in quantities, in the
opinion of the Main Contractor, happens to an item with a Subcontract rate higher than the prevailing market price, such rate
for the extra quantities in excess of the indicative quantities
found in the Pricing Document shall be adjusted to reflect the
market price.
For the purpose of this Sub-clause, the Sub-contract rate would
only be adjusted when the aggregate increase in total
quantities of like items is more than 20% of the total indicative
quantities of the same and similarly like items found in the
Pricing Document. The adjusted rate is only applicable to the
increased quantities in excess of 20% of the indicative
quantities found in the Pricing Document.
f)
18.
f)
The rates in the Pricing Document (whether the Sub-contract is

awarded on lump sum or re-measurement basis) shall be
deemed to be the full inclusive value of the work covered by the
respective items including, among other things and where
applicable, the cost of labour, plant, supply, transportation,
handling and storage of materials and goods, sampling and
testing of whatever nature without limitation to materials and
workmanship, fixing, erecting, installing or placing of materials
and goods in position, wastage, bulking, shrinkage and the
disposal of surplus material, removal of rubbish, Temporary
Works,
(Contd)
taking precautions to avoid damage to existing structures,
sewers, drains and services including temporary supports,
keeping all earthworks and excavations free from water,
upholding the sides and working space, liabilities, obligations,
and risks involved in the execution of the Sub-contract,
establishment charges, overheads and profit, all in compliance
with the standard as required by the Drawings and Specification
of the Main Contract and this Sub-contract.
g)
Valuation of
Variations
In valuing variation specifically instructed on dayworks basis,

the Main Contractor shall adopt the dayworks rates set out in
the Pricing Document or Minutes of Meeting or if no such rates
have been stated at such rates as the Main Contractor shall
determine as being reasonable.
18
Payment and Set-of

19.
a)
At the times and dates stated in the Eighth Schedule the Subcontractor shall submit to the Main Contractor a written
statement of the value of all work properly done under the Subcontract. Such written statement shall be in such form and
contain such details as the Main Contractor may reasonably
require.
b)
If there is no pay when paid clause stated in the Eighth

Schedule, the Main Contractor shall pay to the Sub-contractor in
respect of the work done by the Sub-contractor (but the
quantities shall not exceed those certified in payment to the
Main Contractor under the Main Contract), a sum calculated in
accordance with the rates and prices specified in the Subcontract, or by reference to the Sub-contract Sum, as the case
may require, but subject to:
i)
deduction of retention monies at the rate specified in

the Second Schedule hereto until such time as the limit of
retention, if any, therein specified has been reached; and
ii)
deductions on account of any bona fide set of or

counter claim explicitly or impliedly allowed under the
Sub-contract.
Payment
If pay when paid clause is stated in the Eighth Schedule, the

Sub-contractor shall only be paid the same amount of work
done within 14 days after such amount of work done is paid and
received by the Main Contractor, subject always to the same
deduction entitlement as given above.
19.
c)
Within 1 month after receipt of the Sub-contract documents

prepared by the Main Contractor, the Sub-contractor shall return
the endorsed and signed Sub-contract documents to the Main
Contractor.
Otherwise, the Main Contractor is entitled to
withhold all the payment due or to become due to the Subcontractor until the receipt of the endorsed and signed Subcontract documents from the Sub-contractor, unless the Main
Contractor considers that the Sub-contractor has any good
reason where the return the signed and endorsed Sub-contract
documents is not possible.
d)
Subject to the Sub-contractors obligations under the Subcontract including without limitation to Clause 15 of this Subcontract is satisfactorily discharged, the Main Contractor shall
release the retention monies at the times stated in the Eighth
Schedule, subject always to the deduction entitlement as given
in Clause 19(b)(ii) of this Sub-contract.
Provided always that if the Main Contractor shall have been
required by the Main Contract to give to the Employer or to
procure the Sub-contractor to give to the Employer any
warranty, undertaking, guarantee and the like as to the
completion or maintenance of the Sub-contract Works, the Subcontractor shall not be entitled to payment under this Sub- contract until he has given a like warranty, undertaking,
guarantee and the like to the Main Contractor or to the
Employer, as the case may be.
d)
e)
Payment
Not later than 60 days after the date of issue of the Completion
19
Certificate of the Main Works by the Contract Administrator, the

Sub-contractor shall submit to the Main Contractor a statement
of final account and supporting documentation.
Within 6
months after receipt of the statement of final account and all
information reasonably required for his verification, the Main
Contractor shall issue a final account stating the sum which in
his opinion is finally due to the Sub-contractor.
If the Sub-contractor fails to submit a statement of final account
within the specified time period, the Main Contractor shall be
entitled, but without obligation, to issue a final payment
certificate without reference to the Sub-contractor. In such
circumstance, the Main Contractors liability to pay is limited to
the amount so calculated in the statement of final account
issued by the Main Contractor.
Unless the Sub-contractor within 28 days of the date of the
issue of statement of final account requires that the matter be
referred to mediation or arbitration under this Sub-contract, the
final account shall be deemed final and binding upon the Main
Contractor and the Sub-contractor and shall be conclusive
evidence in any proceedings in respect of the value of work
done by the Sub-contractor, save for any deduction entitlement
in respect of unfulfilled obligation on the part of the Subcontractor including without limitation to defect rectification.
19.
f)
If the Sub-contract contains provisions such as advance

payment or deposit payment, the Main Contractor has the rights
to request the Sub-contractor to produce a guarantee or a bond
in the same amount before such advance payment or deposit
payment. All cost associated with the procurement of the
warranty, undertaking, guarantee and the like shall be at the
Sub-contractors expenses.
g)
The Sub-contractor shall use interim payments first to discharge

the wages payable to workers for the Sub-contract Works. To
prove that he has complied with the requirement of the
Employment and Employees Compensation Ordinances, the
Sub-contractor shall provide a full record of names, identity card
numbers and addresses of all workers to the Main Contractor for
registration within 7 days after the commencement of each
work item on Site or within 7 days after the replacement of such
workers. Within 7 days after the due date of payment of wages
to his workers, the Sub-contractor shall forward to the Main
Contractor a full list of names of workers currently employed by
him for the Sub-contract Works, duly signed by the respective
workers against their respective names signifying receipts of
wages for the period concerned. The form shall be prescribed
by the Main Contractor. If the Sub-contractor fails to forward to
the Main Contractor such a list, the Main Contractor may
withhold interim payments or any other payments due or to
become due to the Sub-contractor.
h)
If the Sub-contractor fails to pay the wages to his employees or

workers or the Sub-contractors sub-sub-contractor fails to pay
such wages, the Main Contractor may use such monies to settle
the wages of the workers for and on behalf of the Subcontractor and the Main Contractor has the rights to deduct the
20
Payment
same amount of wages plus Main Contractors Overheads

against any payment due or to become due to the Subcontractor. If the Main Contractor is required by the relevant
ordinances to pay such wages, notwithstanding Clause 30 of
this Sub-contract, the Main Contractor has the rights to
commence court proceedings to recover such losses. The Subcontractor shall also reimburse the Main Contractor for any
payments, monies or expenses (including Contractors
Overheads) incurred in respect of claims of wages or
contribution to wages arising under and by virtue of the
Employment and Employees Compensation Ordinances.
20.
a)
It is hereby expressly agreed that the Main Contractor is entitled

to set of against monies due or to become due to the Subcontractor, among other things, the following:
i)
any amounts withheld by the Employer from payments

under the Main Contract in relation to the Sub-contract
Works and arising from bona fide set of or counter claim or
any rights under the Main Contract for the Employer to
make such deductions; and
ii)
any cost (including the Main Contractors Overheads)

incurred by the Main Contractor in carrying out the Sub-contract Works and / or the obligations expressly or
impliedly stated in the Sub-contract where the Subcontractor has been unwilling or unable to carry out such
works and / or obligations for any reason whatsoever, or
unable to maintain a reasonable rate of progress; and
iii)
any cost incurred by the Main Contractor as a result of

claims from other sub-contractors arising from the Subcontract Works; and
iv)
cost of material supplied to the Sub-contractor (including

the cost of transportation, part load, multiple handling,
packing, storage, etc.) plus Contractors Administration
Cost and the interest from the date of payment by the Main
Contractor to the date of replenishment of payment by the
Sub-contractor; and
v)
any
additional
preliminaries,
insurance
premium,
overheads cost and the like to the Main Contractor as a
result of any breach of the Sub-contract by the Subcontractor including without limitation to the delay caused
by the Sub-contractor; and
vi)
excess of insurance claim and any losses not recoverable

under the insurance policy, and
21
Rights to
Set-of and
Deduction
vii) any expenses incurred in complying with safety,

environmental and quality requirements for which the Subcontractor has been unwilling or unable to comply with;
and
viii) failure by the Sub-contractors management to attend Subcontractors meetings (including regular and special
meetings) for which proper notice has been given by the
Main Contractor; and
20.
a)
ix)
any cost incurred by the Main Contractor in employing

other workers to remove the Sub-contractors tools, surplus
materials, rubbish, etc. left unattended to the dumping
point at the Site designated by the Main Contractor; and
x)
any other deductions as expressly and impliedly stated in

the Sub-contract or any losses sufered by the Main
Contractor due to the Sub-contractors breaches of any
conditions of the Sub-contract.
b)
The Main Contractor will deduct the amount of set-of as

specified in Clause 20(a) of this Sub-contract either in the
interim payment or the final account of the Sub-contract
irrespective of the time when the cost are incurred. The detail
of deduction is available for the Sub-contractors inspection,
when requested, at the time when the interim payment or final
account is issued.
c)
The Sub-contractor agrees that the Main Contractor may deduct

money for this Sub-contract from any other Sub-contracts made
between the Sub-contractor and the Main Contractor (or other
subsidiary companies of the Main Contractors company group).
The Sub-contractor also agrees that the Main Contractor may
deduct money from the Sub-contract Sum of this Sub-contract
for any other Sub-contracts made between the Sub-contractor
and the Main Contractor (or other subsidiary companies of the
Main Contractors company group).
d)
For the purpose of assessment of the deductions under any

provisions of this Sub-contract, the Main Contractor may
calculate such amount of deductions which in the opinion of the
Main Contractor is reasonable; the Sub-contractor shall not
suspend the progress of the Sub-contract Works or determine
the Sub-contractors employment under the Sub-contract. Any
diference between the Main Contractor and the Sub-contractor
regarding the deduction amount shall be considered as a
dispute which shall be resolved pursuant to Clause 30 of this
Sub-contract.
Rights to
Set-of and
Deduction
Safety, Environmental, Quality and Enactments Compliance

21.
a)
The Sub-contractor shall strictly observe the Safety

Requirements which shall include without limitation to the
following.
The Sub-contractor shall indemnify and keep
indemnified the Main Contractor against all liabilities in
whatever nature due to the Sub-contractors non-compliance
with these requirements.
22
Site Safety
i)
All employees and workers of the Sub-contractor shall
wear safety helmets when working or remaining on Site.
ii)
Other personal protective equipment such as eye
goggles, hearing protectors, respiratory masks, work boots, etc.
shall also be provided by the Sub-contractor who shall ensure
that his employees and workers use them when required.
iii)
The Sub-contractor shall only employ
adequately trained workers to work on Site.
21.
a)
skilled
and
iv)
The Sub-contractor shall furnish a list of workers working
on Site with both their identity card and green card numbers in
the prescribed form to the Main Contractor daily.
v)
The Sub-contractor must report all accidents involving
injury or death of his workers immediately to the Main
Contractor together with particulars of the injured worker, wage,
injury, circumstances leading to the accident, name of
witnesses (if available).
Site Safety
vi)
The Sub-contractor shall ensure that all working platforms

2M high or above shall be provided with rigid barriers, toe
boards and certified by a competent person with a
prescribed Form 5 wherever practicable.
vii) The Sub-contractor shall issue safety belts to workers who
work in workplaces where there is no barrier of fence and
who may fall from a height of 2M or above. The Subcontractor shall also ensure that the workers wear the
safety belts which shall be anchored to a secure point when
working.
viii) The Sub-contractor shall ensure that passageways are kept
free from obstruction and debris removed regularly. He
shall ensure that nails on timber are removed as soon as
possible and kept away from walkways and work places.
ix)
The Sub-contractor shall ensure that all dangerous parts of

machinery, e.g. circular saw, driving belts, motor shafts,
etc. are efectively and securely fenced and covered.
x)
The Sub-contractor shall ensure that all lifting appliances

(cranes, hoists, chains blocks, etc.) and air compressors are
tested by a competent examiner before they are used on
Site and shall send copies of test certificates to the Main
Contractor.
xi)
The Sub-contractor shall ensure that lifting appliances shall

be inspected by a competent person appointed by him
once a week with the prescribed Form 1 completed.
xii) The Sub-contractor shall ensure that lifting of loads by

lifting appliances must be carried out under the supervision
of competent persons.
xiii) The Sub-contractor shall ensure that excavations over 1.2M
deep are inspected by a competent person appointed by
him once a week with the prescribed Form 4 completed.
23
xiv) The Sub-contractor shall ensure that scafoldings are

inspected by a competent person appointed by him after it
has been erected, after inclement weather, and once two
weeks with the prescribed Form 5 completed.
xv) The Sub-contractor shall only employ well trained workers
who possess authorized license of working in a confined
space.
xvi)
21.
22.
The Sub-contractor shall submit manufacturers manual

and instruction, Competent Engineers calculation and
drawings
with
Registered
Professional
Engineers
examination certificates before commencement of work for
gondola.
b)
Site safety is of paramount priority in this project. Without

prejudice to the indemnity as stated above, a charging system
as detailed in the Ninth Schedule for any breach of the safety
regulation
and
requirement
is
implemented.
The
implementation of the charging system shall not relieve the
Sub-contractor from his other obligations to the safety
requirement as imposed by the Sub-contract and other
legislations and / or by-laws having jurisdiction on the Subcontract Works.
c)
The Sub-contractor shall at all times appoint a director or

partner (as the case may be) to ensure that the execution of
Sub-contract Works will comply with all legislation relating to
site safety and industrial health, and shall procure that the
director or partner so appointed will provide a personal
undertaking to the Main Contractor as exhibited in the Tenth
Schedule.
d)
The Sub-contractor shall employ and appoint a Safety

Supervisor for more than 20 workers and Registered Safety
Officer for more than 100 workers for itself respectively.
a)
The Sub-contractor shall strictly follow the environmental

protection and hygiene ordinances.
b)
The Sub-contractor is deemed to have experience and expertise

to decide and instruct his employees and workers to follow the
working procedure and environmental protection and hygiene
measures and to be responsible to purchase appropriate
environmental protection devices to complete the Sub-contract
Works.
c)
If the Sub-contractor or his employees or workers violate

environmental protection and hygiene ordinances causing fines
to the Main Contractor by the Hong Kong Special Administrative
Region Government, all fines and cost plus 50% compensation
to the Main Contractor shall be borne by the Sub-contractor.
d)
If the Sub-contractor or his employees or workers violate

24
Site Safety
Environment
al Assurance
environmental protection and hygiene ordinances causing

suspension of tendering to the Main Contractor or criminal or
civil liability of any employees or workers of the Main
Contractor, the Main Contractor shall institute civil proceedings
against the Sub-contractor or his employees or workers for
compensation.
e)
22.
i)
Use mechanical tools or have hammering, debris removal

or carry out scafolding, reinforcement and formwork
activities on Sundays, public holidays or from 7pm to 7am
next day on weekdays; or
ii)
Carry out hitting or piling works.
f)
The Sub-contractor shall participate in the Main Contractors

environmental protection and hygiene works, including
appointment of staf for training and meetings.
g)
The Sub-contractor shall provide his employees and workers

with and ensure the use by them of environmental protection
tools such as water sprinkler, covering cloth, fencing, hoarding,
sand trap, water pump and related equipment.
If the Sub-contractor and his sub-sub-contractors employ more
than 50 workers on Site, it shall employ or nominate a
environmental protection supervisor to promote environmental
protection and hygiene activities so as to ensure compliance
with environmental protection and hygiene ordinances.
h)
i)
Without relieving the Sub-contractors obligation under the Subcontract or his statutory liabilities, a charging system as
detailed in the Eleventh Schedule for any violation of the
ordinances by the Sub-contractor or his employees or workers is
implemented.
j)
The Sub-contractor shall only allow his workers to carry out any
works after they are fully acquainted with the environmental
protection operations.
The Sub-contract does not list out all regulations, ordinances
and policies related to site environmental protection and
hygiene and cannot be considered as exhaustive document.
The Sub-contractor shall fully assess and implement statutory
site environmental protection and hygiene responsibility.
k)
23.
The Sub-contractor shall follow the noise control system of the

Main Contractor and shall under the following situations apply
to the Main Contractor for permit to carry out works:
a)
The Sub-contractor shall comply and cause his employees,

workers, agents and sub-sub-contractors to comply in all
respects with:
i)
all laws, statutes, by-laws, ordinances, acts, orders, rules

and regulations enacted by Government, duly constituted
bodies and authorities having jurisdiction on the Subcontract Works;
ii)
the rules and regulations of public bodies and companies

whose property or rights are afected or may be afected in
any way by the Sub-contract Works;
25
Environment
al Assurance
Compliance
with
Enactments
and
Regulations
and any additions or amendments thereto during the

continuance of the Sub-contract Works.
24.
24.
b)

Main Contractor against all penalties and liabilities for failure by
the Sub-contractor to comply with the requirement of Clause
23(a) of this Sub-contract.
c)
The works carried out by the Sub-contractor shall also comply

with all laws, statues, by-laws, ordinances, acts, rules,
regulations, and the like and any additions or amendments
thereto during the continuance of the Sub-contract Works,
notwithstanding any provisions in the Specifications or
Drawings.
Any additional cost and time to satisfy this
requirement are deemed to have been allowed in the Subcontract.
a)
In no circumstances should the Sub-contractor employ or

engage on Site the service of child workers under 18 years old,
illegal immigrants and / or people with no permission to work in
Hong Kong Special Administrative Region (hereinafter called the
illegal employees) paid or unpaid. Any liabilities incurred
arising from such work or service arrangement will be at the
sole and ultimate responsibility of the Sub-contractor. The Main
Contractor shall have the rights to recover all cost, losses and /
or expenses arising thereof from the Sub-contractor.
b)
The Main Contractor has the rights to terminate the Subcontract due to the illegal act by the Sub-contractor as
described in Clause 24(a) of this Sub-contract.
At the judgment of the Main Contractor, he may employ
additional security guards to prevent the entry of the illegal
employees of the Sub-contractor into the Site. Such expenses
plus Main Contractors Overheads shall be charged to the Subcontractor.
c)
d)

Main Contractor from all fees, charges or losses arising from the
breaches of this Clause by the Sub-contractor. If the Main
Contractor discovers that the Sub-contractor employs or allows
illegal employees to execute his Sub-contract Works on Site,
and without prejudice to his other rights under this Subcontract, the Main Contractor will charge a fine on the Subcontractor at the rates as detailed in the Eleventh Schedule.
e)
Any illegal employee at the Site who incurs injuries or

accidental death will not be covered by the Employees
Compensation Insurance Policy. The Main Contractor will bear
no liability whatsoever.
f)
The Sub-contractor shall provide a full record of personal

information of all employees and workers to the Main Contractor
for registration within 7 days after the commencement of each
work item on Site or with 7 days after the replacement of such
employees and workers.
This record shall comprise of
information of the Sub-contractors employees and workers
employed on Site, including names, identify card numbers,
green card numbers and two recent photos. The Sub-contractor
26
Illegal
Employment
Illegal
Employment
shall at all times maintain a complete up to date record on Site,

which shall at least once a month be submitted to the Main
Contractors site office for the inspection by the Main
Contractor, the Labour Department, other government
departments or other statutory bodies.
In case the Subcontractor is discovered to deceive such information and being
prosecuted, the Sub-contractor shall bear all liabilities and
consequence, and shall reimburse the Main Contractor all losses
and expenses incurred. If the Sub-contractor is unable to
provide the above record, in case of any labour court
proceedings, the information kept by the Main Contractor shall
be regarded as an agreed record by both the Main Contractor
and the Sub-contractor.
g)
All the employees and workers and sub-sub-contractors of the

Sub-contractor have to wear the working permit card and
working permit sticker on the safety helmet (issued by the Main
Contractor) when they enter into the Site. The Site will be
equipped with an entrance record system and the Subcontractor must purchase the working permit cards at a price
set by the Main Contractor. The total cost will be set of in the
interim payment of the Sub-contractor.
In case the Subcontractors worker fails to wear working permit card or sticker
on Site, the Main Contractor shall be charged a fine as detailed
in the Eleventh Schedule. Replacement of any lost or damaged
working permit card or sticker may be applied from the Main
Contractors site office, at the fee as detailed in the said
Schedule.
Frustration, Termination and Sub-contractors Default

25.
a)
If the Main Contract is terminated for any reason whatsoever

before the Sub-contractor has fully performed his obligations
under the Sub-contract, then the Main Contractor may at any
time thereafter by written notice to the Sub-contractor
terminate the Sub-contractors employment under the Subcontract.
Termination
of
the Main
Contract
25.
b)
Upon such termination of the Sub-contractors employment, the

other provisions of this Sub-contract shall cease to have efect
and subject to Clause 25(c) of this Sub-contract, the Subcontractor shall be entitled to be paid the value calculated by
reference to the Sub-contract Sum and to the rates and prices
contained in the Pricing Document of all work properly done on
Site by the Sub-contractor and of all materials properly bought
and left on Site by the Sub-contractor, but less such sums as
the Sub-contractor has already received and such sums which
the Main Contractor has the rights to recover from the Subcontractor. If at the date of such termination the Sub-contractor
has properly prepared or fabricated of Site any goods for
subsequent incorporation in the Sub-contract Works and if he is
so instructed to do so by the Main Contractor, he shall deliver
such goods to the Site or to such other place so instructed, then
he shall be paid for such goods as for materials delivery by him.
The Main Contractor is not obligated to instruct for such
delivery, and no payment for such of site goods and materials
shall be payable unless delivery is explicitly instructed by the
Main Contractor.
Termination
of
the Main
Contract
27
Provided always that nothing herein shall afect the rights of

either party in respect of any breach of the Sub-contract
committed by the other party prior to such termination.
26.
26.
c)
If the Main Contract is terminated by the Employer either partly

or wholly in consequence of any breach of the Sub-contract by
the Sub-contractor, then the provisions of Clause 25(b) of this
Sub-contract shall not apply, in which case Clause 26 of this
Sub-contract shall apply.
a)
If the Sub-contractor, in the opinion of the Main Contractor:
a)
i)
abandons the Sub-contract; or
ii)
fails to commence the Sub-contract Works after receiving

the Main Contractors notice in writing to commence; or
iii)
suspend the progress of the Sub-contract Works for seven

days after receiving the Main Contractors notice in writing
to proceed; or
iv)
fails to proceed with the Sub-contract Works with due

diligence after being required in writing to do so by the
Main Contractor; or
v)
fails to achieve and maintain satisfactory progress of the

Sub-contract Works after being required in writing to do so
by the Main Contractor; or
vi)
fails to control his employees, workers, agents or sub-subcontractors so that the Sub-contract or any part of Main
Works is delayed, suspended or disturbed, or causes
dangers to himself, the Main Contractors staf or other
workmen or sub-sub-contractors after being required in
writing to do so by the Main Contractor; or
vii)
fails to perform any of his obligations in accordance with

the Sub-contract after being required in writing to do so by
the Main Contractor; or
viii)
fails to remove any of his employees, workers, agents or

sub-sub-contractors from the Site after being required in
writing to do so by the Main Contractor; or
fails to remove, replace and make good defective
materials or works after being directed in writing to do so
by the Main Contractor whether during the construction
period or the free maintenance and / or defects liability
period; or
ix)
x)
commits an act of bankruptcy or enters into a deed of

arrangement with his creditors or, being a company goes
into liquidation, (other than a voluntary liquidation for the
purposes of re-construction); or
xi)
fails to perform or fulfill his obligations towards his

employees, workers, agents, suppliers or sub-subcontractors, which has caused delay, disruption or
disturbance to the execution of the Sub-contract Works or
any works of the Main Contract or has caused danger to
himself or others; or
xii)
assigns or sublets the whole or any part of the Sub28
Subcontractors
Default
Subcontractors
Default
contract without the prior written consent of the Main

Contractor; or
xiii)
does or omits to do any other act or thing which would or

might occasion a forfeiture of the Main Contract; or
xiv)
fails to observe or to control his employees, workers,

agents or sub-sub-contractors to observe any safety
regulations, environmental protection regulations, or
quality assurance procedures; or
xv)
fails to provide reasonable safety precautionary measures

or environmental protection measures for the execution of
the Sub-contract Works or, to comply with the requirement
of quality assurance control; or
xvi)
employs or engages any illegal employees or refuses or

fails to control his sub-sub-contractors not to employ or
engage any illegal employees;
then without prejudice to any other rights or powers the Main

Contractor has under the Sub-contract, the Main Contractor
may, by written notice to the Sub-contractor, terminate the
employment of the Sub-contractor under the Sub-contract.
Upon receipt of such notice of termination from the Main
Contractor, the Sub-contractor, his employees, workers, agents
and his own sub-sub-contractors shall leave the Site and shall
not return to the same without prior consent of the Main
Contractor. The Main Contractor shall have the rights to take
possession of all materials, Constructional Plant and other
things whatsoever brought onto the Site by the Sub-contractor,
use them for the purpose of executing and maintaining the Subcontract Works and if he thinks fit, sell any or all of them and
apply the proceeds in or towards the satisfaction of monies due
to him from the Sub-contractor.
b)
Upon termination of employment of the Sub-contractor under

this Clause, the rights and obligations of the Main Contractor
and the Sub-contractor shall, subject to Clause 26(a) of this Subcontract, be the same as if the Sub-contractor had repudiated
the Sub-contract and the Main Contractor had by his notice of
termination under Clause 26(a) of this Sub-contract elected to
accept such repudiation. The Sub-contractor shall indemnify
and keep indemnified the Main Contractor against all claims,
demands, proceedings, damages, cost, charges and expenses
arising from the repudiation of the Sub-contract by or the
default of the Sub-contractor under this Clause. The Main
Contractor shall have the rights to deduct the amount of such
claims, demands, proceedings, damages, cost, charges and
expenses from any monies due or to become due to the Subcontractor.
Claims and Notices

27.
a)
Without prejudice to the generality of Clause 7 of this Subcontract, whenever the Main Contractor is required by the terms
of the Main Contract to give any return, account or notice to the
Contract Administrator or the Employer in relation to the Subcontract Works, the Sub-contractor shall give a similar return,
account or notice or such other information in writing to the
Main Contractor as will enable the Main Contractor to comply
with such terms of the Main Contract and shall do so in
29
Notices and
Claims
sufficient time to enable the Main Contractor to comply with

such terms punctually.
27.
b)
Subject to the Sub-contractors complying with this Clause, the

Main Contractor shall take all reasonable steps to secure from
the Employer such financial benefits, if any, as may be
claimable in accordance with the Main Contract on account of
any special circumstances that may be encountered during the
execution of the Sub-contract Works and the Sub-contractor
shall in sufficient time aford the Main Contractor all information
and assistance that may be necessitated to enable the Main
Contractor to claim such benefits. The Sub-contractor accepts
that his claim against the Main Contractor shall be diminished
and / or extinguished in the event of his failure to observe the
requirement of this Clause.
c)
The Sub-contractor shall have no financial claim whatsoever

against the Main Contractor, other than for authorized
variations pursuant to Clause 17(a) of this Sub-contract, if the
Main Contractors claim on the same against the Employer is
unsuccessful and / or if the Main Contractor is not entitled to
any such claim. If the Sub-contractor has already raised his
claim whether in the normal course of final account or in
arbitration against the Main Contractor but the claim by the
Main Contractor against the Employer is still not yet finalized or
decided, the Sub-contractor must withhold and / or withdraw his
claim against the Main Contractor until such time the Main
Contractors claim is finalized and decided.
d)
If by reason of any failure by the Sub-contractor to observe the

provisions of Clause 27(a) of this Sub-contract the Main
Contractor is prevented from recovering any sum from the
Employer under the Main Contract in respect of the Main Works
other than the Sub-contract Works, then without prejudice to
any other remedy of the Main Contractor for such breach, the
Main Contractor may deduct such sum from monies due or to
become due to the Sub-contractor under the Sub-contract.
e)
Notwithstanding any other provisions to observe the Subcontract, if the Sub-contractor intends to claim for any
additional payment (other than for variation works), losses and
expenses or extension of time or damages in respect of any
alleged breach by the Main Contractor either under the Subcontract or under common law, it is a condition precedent for
the Sub-contractor to give notice of his intention to claim to the
Main Contractor within 14 days after the event giving rise to the
claim and thereafter submit all particulars within 14 days after
the notice.
f)
The particulars referred to in Clause 27(e) of this Sub-contract

shall include without limitation to:
i)
full and detailed particulars of the claim,
ii)
where an event has a continuing efect or where the Subcontractor is unable to determine whether the efect of an
30
Notices and
Claims
event will actually continuing, such that it is not practicable

for the Sub-contractor to submit full and detailed
particulars in accordance with Clause 27(f)(i) of this Subcontract, a statement to that efect with reasons together
with interim written particulars; the Sub-contractor shall
thereafter submit to the Main Contractor at intervals of not
more than 14 days further interim written particulars until
the full and detailed particulars (if any) is ascertainable,
whereupon the Sub-contractor shall as soon as practicable
but in any event within 14 days submit to the Main
Contractor full and detailed particulars of the claim,
28.
iii)
original copy of receipts (but if not feasible, a certified true

copy of receipts) and details of the documents that will be
maintained to support such claim, and
iv)
details of the measures which the Sub-contractor has

adopted and / or proposes to adopt to avoid or reduce the
efects of such event which gives rise to the claim.
g)
The Sub-contractor shall be deemed to have waived all rights of

additional and / or extra payment, losses and expenses, claims,
extension of time and damages under any Clause of the Subcontract or under common law unless the notification
requirement of Clause 27(e) of this Sub-contract has been
strictly complied with.
a)
Any notice to be given to the Sub-contractor under the

provisions of the Sub-contract must be in writing and may be
served:
i)
personally, or
ii)
by post addressed to the Sub-contractors last known place

of business or, in the event of the Sub-contractor being
Service of
Notice
1) a firm, to the last known place of residence of the owner

or any of the partners thereof, or
iii)
2) a company, to the registered office in Hong Kong of

such company, or
by leaving a copy at the Sub-contractors last known place
of business or, in the event of the Sub-contractor being
1) a firm, at the last known place of residence of the owner
or any of the partners thereof, or
iv)
b)
29.
2) a company, at the registered office at Hong Kong of

such company, or
by posting a copy in a conspicuous position upon the Site.
Any notice to be given to the Main Contractor under the

provisions of the Sub-contract shall be served by sending the
same by post to or leaving the same at the office of the Main
Contractor.
The Main Contractor shall issue notice of non-compliance to the Sub31
Notice of
contractor should the Sub-contractor fail to comply with any

provisions of this Sub-contract. The Sub-contractor shall within 7
days rectify such non-compliance, failing which the Main Contractor
shall issue a notice of deduction for the non-compliance and the Subcontractor is liable to pay to the Main Contractor a fine as detailed in
the Eleventh Schedule for each and every day until such date when
such non-compliance is rectified. This deduction is in addition to any
other remedy (including liquidated damages and contra-charges) that
the Main Contractor may have under the Sub-contract.
Noncompliance
Dispute Resolution and Governing Law

30.
a)
If any dispute arises between the Main Contractor and the Subcontractor in connection with the Sub-contract, the dispute shall
be referred to the Main Contractor who shall, pursuant to this
Clause, state his decision in writing and give notice to the Subcontractor.
The decision by the Main Contractor or the
resolution following the mediation shall be final and binding
upon the Main Contractor and the Sub-contractor unless any
objection is raised within the time frame as specified in this
Clause. If the Sub-contractor is dissatisfied with any such
decision of the Main Contractor then the Sub-contractor may
within 28 days after receiving notice of such decision, request
that the matter shall be referred to mediation in accordance
with and subject to the prevailing Mediation Rules of the Hong
Kong International Arbitration Centre. Both the Main Contractor
and the Sub-contractor shall act frankly and honestly to proceed
with the mediation. Each party shall bear 50% of the cost of the
mediation including without limitation the fee of the mediator.
The process of mediation is mandatory and without completing
this process, the Sub-contractor or the Main Contractor shall not
refer the case to arbitration and / or litigation. If the matter
cannot be resolved by mediation, then either Party may within
28 days after the failure of mediation require that the dispute be
referred to arbitration in accordance with and subject to the
prevailing Domestic Arbitration Rules of the Hong Kong
International Arbitration Centre.
b)
Notwithstanding the requirement of Clause 30(a) of this Subcontract, if the Main Contractor is of opinion that any dispute
arising in connection with the Main Contract and the Main
Contractor is connected or concerns with the Sub-contract
Works, then provided that an arbitrator has not already been
agreed upon or appointed pursuant to Clause 30(a) of this Subcontract, the Main Contractor may by notice in writing to the
Sub-contractor require that any dispute under the Sub-contract
shall be referred to the arbitrator to whom the dispute under the
Main Contract is referred to and if such arbitrator (hereinafter
called the joint arbitrator) is willing so to act, such dispute
under the Sub-contract shall be so consolidated with the Main
Contract dispute. In such event the joint arbitrator may, subject
to the consent of the Employer, give such directions for the
determination of the said disputes either concurrently or
consecutively as he may think just and convenient and provided
that the Sub-contractor is allowed to act as a party to the
dispute between the Employer and the Main Contractor, the
joint arbitrator may in determining the dispute under the Sub32
Settlement
of Disputes
contract take account of all material facts provided before him

in the dispute under the Main Contract.
30.
31.
c)
If at any time prior to a mediator or arbitrator is agreed upon or

appointed pursuant to Clause 30(a) of this Sub-contract any
dispute arising in connection with the Main Contract is made the
subject of any dispute resolution proceedings between the
Employer and the Main Contractor and the Main Contractor is of
the opinion that such dispute is connected or concerns with the
Sub-contract Works, then he may by notice in writing to the Subcontractor abrogate the provisions of Clause 30(a) of this Subcontract and thereafter no dispute under the Sub-contract shall
be referable to mediation of arbitration.
d)
Any reference to mediation or arbitration under Clause 30(a) of

this Sub-contract shall not be opened until after the completion
or alleged completion of the Sub-contract Works or termination
of the Sub-contract unless written consent is given by the Main
Contractor.
The Sub-contract shall be governed by and construed in accordance

with the laws of Hong Kong Special Administrative Region.
33
Settlement
of Disputes
Governing
Law
FIRST SCHEDULE
PARTICULARS OF THE MAIN CONTRACT
1.
Employer
: The University of Hong Kong
2.
Architect
: C Y S Associates (H. K.) Ltd. Architects & Urban

Designers.
3.
Structural Engineer
: Meinhardt (C&S) Limited
4.
Contract
No.Building : 126/NHPT/82Meinhardt (E&M) Limited
Services Engineer
5.
Contract Title
: The University of Hong Kong -1800 Place Student

Residence at Lung Wah Street, Kennedy Town,
Hong Kong
6.
Contract Description
: Construction of 4 Nos. of Student Residence

Towers including Bored Pile Foundations and
Landscaping Works etc.Construction of two blocks
25-stroey and two blocks 22-storey residence hall
resting on top of a a 5-storey podium with car
park, functional facilities, hall and construction of
open space including soft and hard landscaping
works
7.
Commencement Date
: 21 March 2009
8.
Completione Date(s)
: 31 August 20102
9.
Contract Period
: 1,260 Calendar Days
10. Free Maintenance Period
11. Scope
of
Contract
Works
: 12 months after the Date of Practical Completion

Certificate
the
Main : Construction of Construction of two blocks 25WorksMain
stroey and two blocks 22-storey residence hall
resting on top of a 5-storey podium with car park,
functional facilities, hall and construction of open
space including foundation works, building
services works, built-in furniture, underground
utilities, soft and hard landscaping workstwo
blocks 22-storey residence hall resting on a 5storey podium with car park, functional facilities,
hall and construction of open space including soft
and hard landscaping works The construction 4
nos. of Student Residence Tower including
1
foundation
SECOND SCHEDULE
PARTICULARS OF THE SUB-CONTRACT
PART 1
1.
Documents forming part of the Sub-contract (in descending order of priority)

1.1
Supplementary Conditions of Sub-contract as stated in the Twelfth Schedule and

all other schedules attached herewith
1.2
General Conditions of Sub-contract attached herewith
Documents forming part of the Sub-contract (taken as mutually explanatory)

1.3
All contract documents of the Contract in relation and applicable to the Subcontract Works, unless otherwise stated expressly to the contrary in the Subcontract.
1.4
Preambles and Special Preambles B2.1/1 to B2.1/3, B2.1/11 to B2.11/14, B2.2/4

to B2.2/5 and B2.2/13 to B2.2/16 (Total 13 pages)
1.5
Specification Preliminaries Removal of obstructions (Page: SP/30) (Total 1 page)
1.6
Appendix A to Specification Preliminaries Letter from Building Department Ref.

BD3/2039/06(P) dated 7 June 207 (Page: Cover, SP/A/1~8) (Total 1 + 8 pages)
1.7
General Specifications GS/1 to GS/2 ((Total 2 pages)
1.8
Particular Specification for Excavation and Earthworks Section C (Page 1 to 11)

(Total 1 + 11 pages)
1.9
Particular Specification for Large Diameter Bored Piles Section D (Page 1 to 17)
(Total 1 +17 pages)
1.10 Particular Specification: Section E: Concretor (Page: Cover page 1~39) (Total 40
pages)
1.11 Drill hole record for the project of The University of Hong Kong dated Jul-05 (FOR
REFERENCE ONLY (Total 50 pages) Note 3
1.12 Supplementary trade condition (Page: 1 ~5) (Total 5 pages
1.13 Drawing List of Main Contract ( ) (Total 1
page)
1.14 Tender Drawings Nos : 1028-1001/A, 1028-1101/B, 1028-1102/A, 1028-1202/B,
1028-1203/B, 1028-1204/A, 1028-1211/A, 1028-1212/A, 1028-1213/B,10281301/A,
1028-1302/A,
1028-1303/A,
1028-1304/A,
1028-1305/A,10281306/A,1028-1401/A,
1028-1402/A,
1028-1403/A,
1028-1501/A,
10281502/A,1028-1503/A,1028-1504/A, 1028-2001/A, 1028-2002/B, 1028-2006/B,
1028-2007/B, 1028-2008/B (27 pages)
1.15 General Condition of Contract (2 pages) Note 3
1.16 Special Condition of Contract (28 pages) Note 3
1.17 Specification Preliminaries with Appendix A, B, C, D, E, F, G, H, I (287pages)
Note 3
1.18 Guideline for Contractors Working with the University of Hong Kong (14 pages) Note
1
3
1
SECOND SCHEDULE
PART 1 (Contd)
1.19 Main Contractor Master Programme dated 26-June-2009 (FOR REFERENCE ONLY) (5 pages)
Note 3
1.20 Site Location Plan (1 page) Note 3
Note 1 : The Sub-contractor must fully understand all documents of the Main Contract and
the Contract in relation and applicable to the Sub-contract, including drawings,
works requirements, specification and standards. Unless otherwise stated in the
Sub-contract, the above documents and requirements shall form part of the Subcontract.
The Sub-contractor shall bear the same responsibilities as the
Contractor shall bear under the Contract in relation to the Sub-contract Works.
The Sub-contractor shall not deny the responsibilities or claim that the same
have no relation with the Sub-contract, unless it is expressly stated otherwise.
Note 2 : The Sub-contractor shall inspect all the above documents and fully understand
his responsibilities.
Any claim which involves the denial of the above
responsibilities will not be entertained.
Note 3 : The Sub-contractor has already possessed all of these documents at tender stage
and fully understood them. If the Sub-contractor wishes to have one extra copy,
he can contact the Project Manager directly
1.
Documents forming part of the Sub-contract (in descending order of priority)

1.1
Re 1.2
f.:C
W/
SU/
INT
EN
T/1
09
820
09
dat
ed
8/6
/20
09
Letter of Acceptance (Date) (Total page attached)

Minutes of Meeting of (Date) (Total page attached)
1.3
Supplementary Conditions of Sub-contract as stated in the Twelfth Schedule

herewith
1.4
General Conditions of Sub-contract and all the Schedules attached herewith
Documents forming part of the Sub-contract (taken as mutually explanatory)

1.5
All contract documents of the Main Contract in relation and applicable to the
2
Sub-contract Works, unless otherwise stated expressly to the contrary in the

Sub-contract.
1.6
Specification for (Contract Title) Page to (Total
1.7
Preliminaries of Main Contract Page to
1.8
Preambles of Main Contract Page
1.9
111Specifications of Main Contract Page to
1.10
Particular Specification of Main Contract Page
1.11
Sub-contract Drawings (Page LD/1*~40*) (Total 10 pages attached)
to
(Total
(Total
pages attached)
pages attached)
pages attached)
(Total
to
pages attached)
(Total
pages attached)
1.12 Site Location Plan

1.13
Site Layout Plan (Total 2 pages attached)
1.14
List of Reference Drawings (Total
pages attached)
Note 1 : The Sub-contractor must fully understand all documents of the Main Contract in
relation and applicable to the Sub-contract, including drawings, works requirements,
specification and standards. Unless otherwise stated in the Sub-contract, the above
documents and requirements shall form part of the Sub-contract. The Sub-contractor
shall bear the same responsibilities as the Main Contractor shall bear under the Main
Contract in relation to the Sub-contract Works. The Sub-contractor shall not deny the
responsibilities or claim that the same have no relation with the Sub-contract, unless it
is expressly stated otherwise.
Note 2 : The Sub-contractor shall inspect all the above documents and fully understand
his responsibilities.
Any claim which involves the denial of the above
responsibilities will not be entertained.
2.
Sub-contract Works
3.
Sub-contract Sum
HK$
4.
Type of Sub-contract
Lump Sum / Re-measurement basis
5.
Date for Commencement of

Sub-contract Works
but the actual commencement date shall be

in accordance with the Main Contractor's latest
programme or upon the written instruction of the Main
Contractor given seven days advance notice.
Delete where inappropriate

3
6.
Date for Completion of the

Sub-contract Works
, and the periods for completion of the Subcontract Works are set out in the Main Contractor's
programme and will be revised according to the current
site situation. The Sub-contractor has to plan his
activities according to the latest programme and all cost
of whatsoever nature as a result of the amended
programmes is deemed to have been allowed in the
Sub-contract Sum.
7.
Liquidated Damages for Delay The Sub-contractor shall be liable for any delay arising
from the execution of his Sub-contract Works and shall
pay to the Main Contractor HK$
____ for each and
every day of delay. Furthermore, should the Main
Contractor become liable to pay Liquidated Damages
for delay under the Main Contract through default of the
Sub-contractor, then without prejudice to any other
claim of the Main Contractor, the Sub-contractor shall
pay to the Main Contractor or the Main Contractor shall
deduct from any monies due to the Sub-contractor such
amount which the Main Contractor pays under the Main
Contract or such part thereof as may be determined by
the Main Contractor as being attributed to the default of
the Sub-contractor.
8.
Sub-contract Free
Maintenance Period
The free maintenance period of the Sub-contract shall

be the same as the Main Contract and shall be subject
to Clause 14 of this Sub-contract.
9.
Period of Interim Certificates
Monthly progress payment and refer to the Sixth

Schedule.
The certification of payment application after the
completion of the Sub-contract Works shall not be
governed by the stated time limit but only within a
reasonable time when the quantum of final work done
can be reasonably ascertained in an accurate manner,
and subject always to Clause 19 of this Sub-contract
where applicable.
Error: Reference source not found
10. Pay when Paid provision
Applicable / Not Applicable
11. Period of Honouring Payment

Certificate
Within 32 days after the submission of application in the

Main Contractors standard form by the Sub-contractor
to the site office in respect of work done within the
original base Sub-contract.
Within 35 days after the submission of application by
the Sub-contractor to the site office in respect of
variation works and dayworks. The chop of the site
office is a conclusive evidence for the date of
submission.
12. Percentage of Retention
10% of gross value of work done (including variations)
13. Limit of Retention
5% of the Estimated Final Sub-contract Value
14. Retention Period
Unless specified otherwise, the retention withhold from

interim payment shall be certified and released to the
Sub-contractor upon certified completion of the free
maintenance and / or defects liability period of the Main
4
Works issued by the Contract Administrator or following

the date of receipt by the Main Contractor of application
submitted by the Sub-contractor whichever is later,
subject to any rights to deductions and / or set of by the
Main Contractor pursuant to the terms and conditions of
this Sub-contract.
Retention money will be released to the Sub-contractor
within
days when the Main Contractor issues the
Sub-contract Maintenance Certificate (The Sub-contract
Maintenance Certificate is to be issued by the Main
Contractor after the Sub-contract Free Maintenance
Period or the completion of all the rectification works to
the full satisfaction of both the Employer, the Architect
and the Main Contractor whichever is the later). The
Main Contractor may choose not to issue the Subcontract Maintenance Certificate and in this case the
Main Works Maintenance Certificate (or Certificate of
Making Good Defects as the name may be) shall be
deemed as the Sub-contract Maintenance Certificate.
15. Bond
Not Applicable
16. Guarantee Error: Reference

source not found
For the purpose of Clause 21A (Guarantee), the

proprietor of the Sub-contractor shall provide a
Guarantee in an amount of HK$
in the prescribed
format as shown in the Seventh Schedule hereto.
17. Warranty
The Sub-contractor may be required to provide a Subcontractor Warranty as a deed in favour of the Employer
in the prescribed format as attached hereto.
Adopt either Bond or Guarantee but not both

5
SECOND SCHEDULE
PART 2
2. Sub-contract Works
The Execution of Bored Piles, including pre and post

drilling and all associate works.
3. Sub-contract Sum
Hong Kong Dollars One Hundred Twenty Million Seven

Hundred Sixty-one Thousand Four Hundred and Eighty
only (HK$112,761,480.00)
4. Type of Sub-contract
Lump Sum / Re-measurement basis
5. Date for Commencement of 15 June 2009, but the actual commencement date shall
Sub-contract Works
be in accordance with the Main Contractor's latest
programme or upon the written instruction of the Main
Contractor given seven days advance notice.
6.
Date for Completion of the 09 July 2012, and the periods for completion of the SubSub-contract Works
contract Works are set out in the Main Contractor's
programme and will be revised according to the current
site situation. The Sub-contractor has to plan his
activities according to the latest programme and all cost
of whatsoever nature as a result of the amended
programmes is deemed to have been allowed in the
Sub-contract Sum.
7.
Liquidated Damages for

Delay
The Sub-contractor shall be liable for any delay arising

from the execution of his Sub-contract Works and shall
pay to the Main Contractor HK$3,000.00 per every and
each day of non-completion of the Sub-contract Works,
upto the maximum amount equal to 1% of the Subcontract Sum.
Furthermore, should the Main Contractor become liable
to pay Liquidated Damages for delay under the Main
Contract through default of the Sub-contractor, then
without prejudice to any other claim of the Main
Contractor, the Sub-contractor shall pay to the Main
Contractor or the Main Contractor shall deduct from any
monies due to the Sub-contractor such amount which
the Main Contractor pays under the Main Contract or
such part thereof as may be determined by the Main
Contractor as being attributed to the default of the Subcontractor.
8.
Sub-contract Free
Maintenance Period
The free maintenance period of the Sub-contract shall

be the same as the Main Contract and shall be subject
to Clause 15 of this Sub-contract.

6
SECOND SCHEDULE
PART 2 (Contd)
9.
Period of Interim
Certificates
Monthly progress payment and refer to the Eighth

Schedule.
The certification of payment application after the
completion of the Sub-contract Works shall not be
governed by the stated time limit but only within a
reasonable time when the quantum of final work done
can be reasonably ascertained in an accurate manner,
and subject always to Clause 19 of this Sub-contract
where applicable.
10. Pay when Paid provision
Applicable / Not Applicable Error: Reference source not

found
11. Period of Honouring

Payment Certificate
Within 32 days after the submission of application in the

Main Contractors standard form by the Sub-contractor
to the site office in respect of work done within the
original base Sub-contract.
Within 35 days after the submission of application by
the Sub-contractor to the site office in respect of
variation works and dayworks. The chop of the site
office is a conclusive
evidence for the date of
submission.
12. Percentage of Retention
5% of gross value of work done (including variations)
13. Limit of Retention
2.5% of the Estimated Final Sub-contract Value
14. Retention Period
Half of the retention withhold from interim payment

shall be released to the Sub-contractor within one
month after the completion of the Sub-contract Works
and making good all defects and the balance will be
released to the Sub-contractor within six months after
the completion of the Sub-contact Works and making
good all defects.
Retention money will be released to the Sub-contractor
within [32] days after the Main Contractor has issued
the Sub-contract Maintenance Certificate (The Subcontract Maintenance Certificate is to be issued by the
Main
Contractor
after
the
Sub-contract
Free
Maintenance Period or the completion of all the
rectification works to the full satisfaction of both the
Employer, the Architect and the Main Contractor
whichever is the later).
The Main Contractor may
choose not to issue the Sub-contract Maintenance
Certificate and in this case the Main Works
Maintenance Certificate (or Certificate of Making Good
Defects as the case may be) shall be deemed as the
Sub-contract Maintenance Certificate.
7
SECOND SCHEDULE
PART 3
15. Bond
Not Applicable
16. Guarantee
Not Applicable
17. Warranty
The Sub-contractor may be required to provide a Subcontractor Warranty as a deed in favour of the Employer
in the prescribed format as attached hereto.
18. Sub-contractors Plant,

Not Applicable
Equipment, Materials or
Temporary Works vested in
the Main Contractor before
the completion of the Subcontract Works
Adopt either Bond or Guarantee but not both

8
1
THIRD SCHEDULE
MAIN CONTRACTORS FACILITIES
1.
Constructional Plant that may be provided by the Main Contractor

Item
1.1
Remarks
External Scafolding
1.2
(to be listed and expanded by PM)
2.
Main Contractors Other Facilities

The Main Contractor shall make applications for one draw-of point for the supply
of water and one draw-of point for the supply of electric power to the Site. The
Site may be divided into diferent areas of works but the obligation of the Main
Contractor to provide one draw-of point for water and one for power for the whole
Site shall not change.
The cost involved in respect of the installation,
maintenance and removal of the draw-of points and all consumption cost shall be
borne by the Main Contractor. The Sub-contractor shall be responsible for all
connections between the draw-of points provided by the utility companies and
the Sub-contract Works at his own cost. The duration of the provision of the said
supply shall be in accordance with the Main Contractors programme and any
amendment thereto whichever is the shorter in time.
The Sub-contractor shall also at his own expenses provide his own supply of water
and electricity until the supply of the same by the utility companies has been
arranged.
Should the construction period be prolonged for whatever reasons so that the
period for the supply of water and electricity has to be extended, the Subcontractor should bear a portion of the water and electricity charges as the Main
Contractor thinks reasonable.
The Main Contractor shall in no circumstances be responsible for any delay in the
delivery and / or interruption in the supplies of the facilities as stated above. The
Sub-contractor shall at all times, with due diligence, avoid any of the said facilities
being damaged by his workers. Any such damages due to the Sub-contractors
fault and / or negligence and all subsequent repairs and / or replacement to such
facilities shall be entirely the Sub-contractors responsibility.
Due to the limited space on Site, space and location of the Sub-contractors office,
workshop, and material store shall be designated by the Main Contractor from
time to time. The Sub-contractor shall at his own expenses, if the Main Contractor
considers it necessary, construct and reallocate his office, workshop and material
store to suit the progress of the Main Works. The Sub-contractor shall demolish
and remove the same after the completion of the Sub-contract Works.
2
FOURTH SCHEDULE
INSURANCE
Part I
Insurance shall be taken out by the Employer / Main Contractor * to cover the Main
Contractor and his sub-sub-contractors in respect of third party liabilities. The Subcontractor is required to bear all excess (deductible) payments specified in the aforesaid
policies and/or to secure any additional insurance which he sees fit for the purpose of the
Sub-contract Works at his own expenses.
A sample of the insurance policy in this Part I is available for inspection at the Main
Contractors office and the Sub-contractor is deemed to have satisfied himself with and
have accepted all the terms and conditions stated therein.
Part II
Insurance shall be taken out by the Employer / Main Contractor Error: Reference source not
found to cover the Main Contractor and his sub-sub-contractors in respect of the liability of
Accident to Workmen payable at law.
A sample of the insurance policy in this Part II is available for inspection at the Main
Contractors office and the Sub-contractor is deemed to have satisfied himself with and
have accepted all the terms and conditions stated therein.
The Sub-contractor shall, according to the Hong Kong Employees Compensation Ordinance,
be responsible for the advance wage payment and compensation to his injured employee or
worker before the Labour Department has issued the assessed compensation certificate and
compensation money is released by the insurance company to the Main Contractor. The Subcontractor shall submit all records of payment to his employee or worker by registered post or
by hand within 7 days after making payment. The records shall include the amount of
advance wage payment, date of payment made, the cumulated amount paid, signing of his
employees or workers.
The Sub-contractor has to submit the complete records of payments made to the injured
employee or worker by registered post or by hand within 10 days after the Labour Department
has issued the assessed compensation certificate.
After receiving the compensation to his injured employee or worker from the insurance
company, the Main Contractor shall pay to the Sub-contractor the amount after deducting the
amount which the Main Contractor has, on behalf of the Sub-contractor, paid to his injured
employee or worker plus his Administration Cost. If the compensation amount from the
insurance company is not enough to compensate the amount incurred or sufered by the Main
Contractor, the Main Contractor has the right to deduct the exceed amount from the Subcontractors account directly.
If the Sub-contractor cannot submit all records of advance wage payment to his injured
employee or worker, the Main Contractor shall not be liable for any loss, expense, cost,
charge, damages in respect of the delay of any payment to the Sub-contractor.
Any complaint for non advance wage payment raised by his injured employee or worker to the
Labour Department, the Main Contractor shall charge the Sub-contractor a fee as liquidated
damages and not as a penalty as set out in the Eleventh Schedule. This fee shall be deducted
from the Sub-contractors account.

1
FOURTH SCHEDULE
INSURANCE
Part III
The Sub-contractor shall arrange the Insurance Policies for personal injury to sole
proprietors and self-employed workers of the Sub-contract Works at his own expenses.
Part IV
The Sub-contractor shall efect and maintain insurance against all losses or damage from
whatever cause arising in respect of all Constructional Plant, equipment, temporary
buildings, goods, materials and things whatsoever brought onto and destined for the Site
for use in the execution and maintenance of the Sub-contract Works to the full value of
such plant, equipment, temporary buildings, goods, materials, things, etc.
The Sub-contractor shall at all time keep in force policies of Motor Insurance in respect of all
mechanically propelled vehicles used on public highways or in any circumstances such as
to be eligible for compulsory Motor Insurance in accordance with the laws of Hong Kong.
The Sub-contractor shall efect and maintain insurance against any liability, claim, demand,
proceedings, damages, losses, cost and expenses made against or incurred by the Main
Contractor or compensation payable at law in respect or in consequence of any accident,
death or injury to the Sub-contractor himself if he is self-employed, his family members,
and his employees who lives with the Sub-contractor.
The above insurance shall be endorsed to note the interest of the Employer and the Main
Contractor and to fully indemnify them against any claims that may be made against them
arising out of the execution and maintenance of the Sub-contract Works and shall cover all
liabilities for which the Sub-contractor is responsible under the terms of the Sub-contract.
The Sub-contractor shall, without delay and in any event within 24 hours, notify the Main Contractor
any workman or other person employed on the Sub-contract Works or in connection with the Subcontractor whether in the employment of the Sub-contractor or his sub-sub-contractors sufering any
bodily injury while working on Site, and whether there be a claim for compensation or not, in such
form as the Main Contractor or the Commissioner for Labour may require. The Main Contractor shall
charge an administrative cost for each reportable accident as set out in the Schedule of Fees and
Charges under the Sub-contract (Eleventh Schedule), for the preparation of accident report(s) to
the Commissioner for Labour
2
FOURTH SCHEDULE
INSURANCE
Part V
Other Insurance Requirement (Please abstract from the Main Contract requirement,
where applicable)
Not Applicable
Professional Indemnity Insurance

Not Applicable
Transit Insurance
Subject to the Sub-contractors own decision
Manufacturing Insurance
Subject to the Sub-contractors own decision
1
FIFTH SCHEDULE
FORM OF GUARANTEE
THIS GUARANTEE is made the xx day of xxx 2005

BY Mr
(Hong Kong Identity Card No. ____________ whose address is at
________________________ (the Guarantor)
TO Chun Wo Construction & Engineering Co., Ltd. whose registered address is at C2,
5/F., Hong Kong Spinners Industrial Building, 601-603 Tai Nan West Street, Cheung Sha Wan,
Kowloon, Hong Kong (the Main Contractor)
WHEREAS
By a Sub-contract (hereinafter called the Sub-contract) between the Main Contractor and
(hereinafter called the Sub-contractor) dated
, the Main Contractor and the Subcontractor undertook certain obligations towards each other in relation to the Sub-contract
Works.
Pursuant to the terms of the Sub-contract, the Sub-contractor

agreed to procure the provision of a guarantee in the terms hereof.
The Guarantor is a proprietor of the Sub-contractor and at the
request of the Sub-contractor the Guarantor has agreed to provide
this Guarantee.
IT IS HEREBY AGREED AS FOLLOWS
In consideration of the Main Contractor entering into the Subcontract with the Sub-contractor, the Guarantor hereby
irrevocably and unconditionally guarantees to the Main Contractor
as a primary obligation and not as a surety punctual true and
faithful performance and observance by the Sub-contractor of the
obligations, terms, conditions and liabilities to be performed,
observed and assumed by the Sub-contractor under the provisions
of the Sub-contract and of any further agreement entered into
between the Main Contractor and the Sub-contractor in
connection with the Sub-contract and in furtherance of this
guarantee irrevocably and unconditionally undertakes and
guarantees that on demand by the Main Contractor the Guarantor
shall perform, observe and assume those obligations, terms,
conditions, and liabilities.
The Guarantor irrevocably and unconditionally indemnifies the
Main Contractor against all losses, damages, cost and expenses
sufered or incurred by the Main Contractor arising by reason of
any act, default or omission on the part of the Sub-contractor in
the performance, observance and assumption of the Subcontractors obligations, terms, conditions and liabilities under the
provisions of the Sub-contract and of any further agreement
entered into between the Main Contractor and the Sub-contractor
in connection with the Sub-contract.
The Guarantor irrevocably and unconditionally indemnifies the
Main Contractor against all losses, damages, cost and expenses
1
sufered or incurred by the Main Contractor arising by reason of

any act, default or omission on the part of the Guarantor in the
performance and observance of his obligations hereunder.
This Guarantee and the Guarantors obligations hereunder shall
remain in full force and efect and shall not be afected or
discharged by:
1. any alteration (whether or not made with the Guarantors
consent) to the terms of the Sub-contract made by agreement
between the Main Contractor and the Sub-contractor in the
extent or nature of the works or services to be carried out
thereunder;
2. any suspension of the Sub-contract Works (as defined in the
Sub-contract) or time being given to the Sub-contractor or by
any other indulgence or concession to the Sub-contractor or by
any forbearance, forgiveness or any other thing done, omitted
or neglected to be done under the Sub-contract;
3. any other bond or guarantee now or hereafter held by the Main
Contractor for all or any part of the obligations of the Subcontractor under the Sub-contract or any release or waiver
thereof;
4. the voluntary or involuntary liquidation, bankruptcy,
dissolution, sale of assets, receivership, general assignment for
benefit of creditors, insolvency, reorganization, arrangement,
compensation or other proceedings of or afecting the Subcontractor or his assets, or any change in the constitution or
shareholdings of the Sub-contractor;
5. any assignment by the Sub-contractor of any or all of the
obligations, terms and conditions to be performed and
observed under the Sub-contract whether or not any such
assignment has been consented to;
6. any assignment by the Main Contractor of the benefit in whole
or in part of this Guarantee;
without prejudice to the generality of the foregoing any fact or
event (whether similar to any of the foregoing or not) which in the
absence of this provision can, would or might constitute or aford a
legal or equitable discharge or release of or defence to a
guarantor, other than the express written release by the Main
Contractor of the Guarantors obligations.
The Guarantor shall not on any ground whatsoever claim or
recover by the institution of proceedings or the threat of
proceedings or otherwise or claim any set-of or counterclaim
against the Sub-contractor or prove in competition with the Main
Contractor for the recovery of any payment by the Guarantor
hereunder or be entitled in completion with the Main Contractor to
claim or have the benefit of any security which the Main
Contractor holds or may hold for any money or liabilities due or
incurred by the Sub-contractor to the Main Contractor and in case
the Guarantor receives any sums from the Sub-contractor in
respect of any payment by the Guarantor hereunder the
Guarantor shall hold such monies in trust for the Main Contractor
so long as any sums payable (continentally or otherwise)
2
hereunder.
The Guarantor shall not be released from liability under this
Guarantee by reason of the unenforceability, invalidity or
termination of the Sub-contract for any reason whatsoever.
The Guarantor hereby represents that, with respect to his
obligations, liabilities or any other matter under or arising out of or
in connection with this Guarantee, neither he nor any of his
properties or assets has, in Hong Kong, or in any other jurisdiction,
any right of immunity on the grounds of sovereignty or otherwise
from any legal action, suit or proceedings, from the giving of relief
in any legal action, suit or proceedings; from set-of or
counterclaim; from the jurisdiction of any court, in Hong Kong or in
any other jurisdiction; from service of process upon him or any
agent; from attachment prior to judgement in order to obtain
satisfaction thereof; from attachment after judgement or from
execution or any other process for the enforcement of any
judgement or other legal process in any jurisdiction; and to the
extent that the Guarantor is or becomes entitled to any immunity
as aforesaid, in Hong Kong or in any other jurisdiction in respect of
his obligations, liabilities or any other matter under or arising out
of or in connection with this Guarantee, he does hereby and will
irrevocably and unconditionally waive and agree not to plead or
claim any such immunity. The Guarantor further consents to the
giving of any relief in any legal action, suit or proceeding and to
execution or any other form of process for the enforcement of any
judgement against him or his assets.
This Guarantee shall be governed by an interpreted in all respects
according to the laws for the time being in force in Hong Kong and
Guarantor hereby agrees to submit to the non-exclusive
jurisdiction of the courts of Hong Kong and irrevocably appoints
the sub-contractor to act as his duly appointed agent for
acceptance of the service of process.
IN WITNESS WHEREOF this Guarantee has been executed as a
deed on the date first above written.
SIGNED, SEALED AND DELIVERED by )
Mr.
)
)
In the presence of
)
)
)
HKID No.
)
(Not Applicable)
3
SIXTH SCHEDULE
SUB-CONTRACTORS BOND
[To be prepared on the headed notepaper of the Bondsman]
(Not Applicable)BY THIS BOND dated the
day of 200[ ]
[Insert the name of the Bondsman], a company incorporated in and in accordance with the
laws of [Insert the Jurisdiction of Incorporation] and whose registered office is situate at
[Insert the Registered Address of the Bondsman], (the Bondsman) is irrevocably and
unconditionally bound to [Insert Chun Wos name], whose registered office is situate at
[Insert Chun Wos registered address], together with his successors and assigns (the Main
Contractor) in the sum of [Insert the amount of the Bonded Sum in words] Hong Kong
Dollars (HK$[Insert the amount of the Bonded Sum in figures]) (the Bonded Sum) for
payment of which the Bondsman binds himself, his successors and assigns in accordance
with the provisions of this Bond.
WHEREAS
(A)
By a contract dated [Insert the date of the main contract] (main contract no. [Insert
the main contract number if any] - [Insert the main contract name]) (the Main
Contract) made between the Main Contractor and the Employer as defined in the
Main Contract, the Main Contractor has agreed to execute the main contract works
upon the terms contained in the Main Contract.
(B)
By a sub-contract dated [Insert the date of the sub-contract] (Sub-contract No.

[Insert the sub-contract number if any] - [Insert the sub-contract name]) (the
Sub-contract) made between the Main Contractor and [Insert the name of the
sub-contractor] (the Sub-contractor), the Sub-contractor has agreed to execute
the sub-contract works (the Sub-contract Works) upon the terms contained in
the Sub-contract.
(C)
Pursuant to the terms of the Sub-contract, the Sub-contractor has agreed to

procure the provision to the Main Contractor of a Bond in the terms hereof.
NOW THE TERMS of this Bond are:

1.
Where applicable, words and expressions used in this Bond shall have the meaning
assigned to them in the Main Contract and / or the Sub-contract.
2.
If, in the Main Contractors opinion, the Sub-contractor is or has been in default in
respect of any of his obligations under the Sub-contract, the Bondsman shall, upon
demand made by the Main Contractor in writing (such written demand shall be
conclusive evidence and the Bondsman shall not be required to inquire and verify
the contents of such written demand) and without conditions or proof of the said
default or amount demanded, pay immediately to the Main Contractor the amount
identified in the demand in respect of any liability of the Sub-contractor to the Main
Contractor and / or the damages, losses, charges, cost or expenses sustained by
the Main Contractor by reason of the default up to the amount of the Bonded Sum.
3.
The liability of the Bondsman under this Bond shall remain in full force and efect
and shall not be afected or discharged in any way by, and the Bondsman hereby
waives notice of:
(a)
any suspension of the Sub-contract Works or variation to or amendment of

1
the Sub-contract Works or the Sub-contract (including, without limitation,

extension of time for performance and adjustment to the amount payable
to the Sub-contractor under the Sub-contract);
4.
(b)
the termination of the Sub-contract or of the employment of the Subcontractor under the Sub-contract;
(c)
any forbearance or waiver of any right of action or remedy the Main

Contractor may have against the Sub-contractor, or negligence by the
Main Contractor in enforcing any such right of action or remedy;
(d)
any other bond, security or guarantee held or obtained by the Main

Contractor for any of the obligations of the Sub-contractor under the Subcontract or any release or waiver thereof;
(e)
any act or omission of the Sub-contractor pursuant to any other

arrangement with the Bondsman;
(f)
any breach of the Sub-contract by or other default of the Main Contractor;

and
(g)
any provision of the Sub-contract being or becoming illegal, invalid, void,

voidable or unenforceable.
The liability of the Bondsman under this Bond shall cease on whichever of the
following events first occurs:
(a)
payment by the Bondsman of the Bonded Sum in full to the Main

Contractor; or
(b)
issue of the Certificate of Making Good Defects or the Maintenance

Certificate (whichever applicable) by the Main Contractor Administrator (as
defined in the Sub-contract) under the Main Contract, or if more than one,
the last of such certificates.
5.
The Bondsman acknowledges that the Main Contractor shall be entitled to assign
the benefit of this Bond or any part thereof, any interest therein or thereunder and
any right thereunder, whether past, existing or future, at any time without the
consent of the Bondsman or the Sub-contractor being required.
6.
All documents arising out of or in connection with this Bond shall be served upon
the Bondsman at [Insert a Hong Kong Address of the Bondsman at which the
documents shall be served].
7.
The Bondsman may change the above nominated address for service of
documents to another address in Hong Kong but only by prior written notice to the
Main Contractor.
8.
This Bond shall be governed by and construed according to the laws for the time
being in force in the Hong Kong Special Administrative Region and the Bondsman
agrees to submit to the non-exclusive jurisdiction of the Courts of Hong Kong
Special Administrative Region.
2
3
IN WITNESS whereof this Bond has been executed as a Deed on the date first above
written.
THE COMMON SEAL of
[Insert name of the Bondsman]
was affixed hereto in
the presence of :
)
)
)
)
______________________________________
Name: [Insert the Name of the signatory]
Position: [Insert such as Director or Managing Director]
OR
SIGNED, SEALED AND DELIVERED
)
by [the Name of the attorney]
)
for and on behalf of
)
[Insert the Name of the Bondsman]
under Power of Attorney
)
dated [Insert the date] in the presence of
[Insert the name of the Witness] as Witness
)
)
)
4
1
SEVENTH SCHEDULE
PRICING DOCUMENT
(Unless the Sub-contract Works are subject to final measurement,
the Pricing Document shall not form part of the Sub-contract
and the rates inserted shall be used
for interim payment and valuation of variation)
1
EIGHTH SCHEDULE
PAYMENT TERMS
A.
Interim Payment and Final Payment

Time Period for submission of Sub-contractors Statement:
The submission of interim payment applications in respect of work done within
the original base Sub-contract, variation works and dayworks must be separated
in three applications. The Sub-contractor shall make each of the three interim
payment applications once every calendar month between the dates as stated
below on the standard payment application forms of the Main Contractor as
directed by the Quantity Surveyor of the Main Contractor from time to time.
Payment application submission not made within the stated dates shall be
deemed to be interim payment applications for the next forthcoming calendar
month, and the Main Contractor is not obliged to accept late payment
application.
(One of the below periods shall be agreed between the Main Contractor QS and
the Sub-contractor by checking the relevant box)
Between the 1st 7th date of each calendar month
Between the 8th 14th date of each calendar month
Between the 15th 21st date of each calendar month
Between the 22nd 28th date of each calendar month
Procedures for Submission of Sub-contractors Statement:
The Sub-contractor shall submit his interim payment applications directly to the
designated site individual as advised to him by the Quantity Surveyor of the Main
Contractor from time to time (Site Administrator or the Secretary of PM) who is incharge of the payment registration system within the agreed time frame as
stated above each month.
If the site office is closed after completion of works, the Sub-contractor shall
submit his payment applications to the Sub-contractor Payment Section of the
Main Contractors Head Office.
The submission date of payment application would be based on the received

date of the designated site individual who is in-charge of the payment
registration system. Submission of payment applications to other site staf, e.g.
Quantity Surveyor, Site Agent, Foreman or PM, etc., instead of the designated site
individual of payment registration system would not be considered a formal
payment application.
The Sub-contractor may request the designated site individual or the Subcontractor Payment Section of the Main Contractors Head Office, as the case
may be, to provide a Receipt Acknowledgement confirming receipt of the
payment applications.
1
B.
If Pay when paid provision is applicable (refer to the Second Schedule): The
Sub-contractor shall only be paid the same amount of work done within 14 days
after such amount of work done is paid to and received by the Main Contractor
from the Employer. If deduction is made by the Employer against the Main
Contractors payment, so far as such deduction in the sole opinion of the Main
Contractor is related to the Sub-contract Works or the lack of or insufficient
performance of the Sub-contractor, such deducted money shall be classified as
amount not received by the Main Contractor. In another word, the definition of
amount paid and received shall mean the cash actually received by the Main
Contractor but not accrued value of work done certified under the Main Contract.
The three applications, namely work done within the original base Sub-contract,
variation works and dayworks will be certified separately in three payment
certificates.
Special Terms of Payment (please state if specially agreed at the time of award)
2
NINTH SCHEDULE
SAFETY REQUIREMENTS
A)
The Sub-contractor shall provide his employees and workers with safety equipment
such as helmets, safety belts, fall arrestors, independent lift lines, goggles, welding
protective goggles, ear plugs, masks, water resistance boots, safety boots, breathing
apparatus and the like and shall ensure that his employees and workers make use of
the same when necessary.
B)
All staf and labours working inside the Site Boundary must hold a valid working
permit. An administrative charge of HK$300.00 will be charged in the Sub-contractors
account for each loss of or physically damage.
C)
The Sub-contractor shall strictly observe the all Safety Requirements which include but
not limited to the following requirements. The Sub-contractor shall indemnify the Main
Contractor against all liabilities ofin whatever nature due to the Sub-contractors noncompliance with any of these requirements even if such non-compliance is caused or
contributed to by the Main Contractors negligence.
1
The Sub-contractor shall provide to the Main Contractor the accurate and
detailed records of information on the provision of safety equipment to his
employees and workers including: type, date, names, identity card numbers and
green card numbers of workmen, acknowledgement of receipt, etc.
The Sub-contractor shall only employ competent workers who posses valid
Green Card.
The Sub-contractor shall notify the Main Contractor immediately of the details of
any injury and accident at work.
The Sub-contractor shall, in accordance with the Construction Sites Safety

Regulations, provide guardrails of a height between 900 mm and 1150 mm for
top guardrails, between 450 mm to 600 mm for mid guardrails and a height not
less than 200 mm for toe boards to surroundings of openings, work platforms,
surfaces of bridges, floors, stairs and staircases at 2 metres in height or above.
Where works are carried on platforms at 2 metres in height or above and without
guard rails, the Sub-contractor shall provide safety belts or other efective safety
measures and instructions to his employees and workers and shall monitor the
use of the same by his employees and workers.
The access to and egress from workplaces shall be at least 400 mm in width and
650 mm in width for the transportation of materials.
The Sub-contractor shall keep the Site clean and access / egress unobstructed by
clearing all rubbish after each day work.
The nails of the timber boards must be removed immediately.
All materials, tools, timber boards, I-beams, iron frames and the like shall be
stored in designated areas to avoid being damaged and posing a threat to site
safety.
10
The Sub-contractor shall assure that the dangerous parts of constructional plant
have properly and efectively guarded.
11
The Sub-contractor shall assure that cranes and air compressors will not be used
unless the same have been examined by a competent examiner, and shall
submit all the valid prescribed certificates to the Main Contractor.
12
The Sub-contractor shall assure that cranes will be inspected once every week by
a qualified person in accordance with the Construction Sites Safety Regulations,
1
and shall fill in the form specified by the Labour Department.

13
The Sub-contractor shall ensure that lifting of loads by lifting appliances must be
carried out under the supervision of competent persons.
14
Cartridge-operated fixing tools shall not be used by person without holding a

valid certificate.
15
Heavy lifting wheels, gears and pulleys shall have valid certificates. (Any electric
wheel or articulated vehicle shall carry a valid certificate).
16
Welders shall possess valid certificates and no wooden transformers shall be

used.
17
All electric wires for the supply of temporary electric power shall be hung above
the ground. All facilities supplying temporary electric power shall be installed by
qualified electricians.
18
The Sub-contractor shall assure that excavations over 1.2 metres in depth are, in
accordance with Construction Sites Safety Regulations, shall be inspected by
competent person once a week, and shall fill in the prescribed Form 4 specified
by the Labour Department.
19
If temporary supports are required, the Sub-contractor shall provide the Main
Contractor with the structural designs thereof seven days before such supports
are fixed. The temporary works shall be designed by a professional engineer.
20
If the Main Contractor requires any alteration to the designs on the ground of
safety, the Sub-contractor shall do so immediately and the Main Contractor shall
not be required to pay any compensation to the Sub-contractor. This Clause
shall not relieve the Sub-contractor of his liability under the Sub-contract nor his
statutory duty in relation to safety.
21
The Sub-contractor shall assure that scafolding will be inspected by a competent

person after the erection thereof or after typhoons and at regular intervals not
exceeding 14 days in accordance with Construction Sites Safety Regulations, and
shall fill in the prescribed Form 5 specified by the Labour Department until and
unless the scafolding is demolished. This Clause shall apply to any bamboo
scafolding, wooden frames, steel scafolding and the like.
22
If a total number of 20 workmen or more are employed by the Sub-contractor

and his sub-sub-contractors at all levels on Site, the Sub-contractor shall employ
a safety supervisor. In addition, if a total number of 100 workmen or more are
employed by the Sub-contractor, the Sub-contractor shall employ a safety officer.
23
The safety inspector of the Sub-contractor shall possess the appropriate

experience and have undergone proper training for safety inspectors.
24
The Sub-contractor shall observe all necessary precautionary measures for

confined spaces as laid down in the Factories & Industrial Undertaking (Works in
Confined Space) Regulations and specified in the risk assessment report
prepared by the competent person including but not be limited to the following:
24.1 two sets of approved respiratory devices;
24.2 each set of the respiratory devices shall be equipped with a safety lamp or
an electric torch; and
24.3 one stretcher and a set of resuscitation equipment including a independent
lifeline.
24.4 one set of calibrated gas detector.
24.5 one set of blower or local exhaust system.
2
25
Only certified worker who have undergone related safety training can work inside
a confined space.
26
If diving works are required, the Sub-contractor shall comply with all of the Code
of Practice for Safety and Healthy at Work for Industrial Diving published by the
Labour Department.
27
Where naked flame operation (including welding, heat cutting, heating, smelting,
etc.) are required, the Sub-contractor shall apply to the Main Contractor for a hot
work permit 24 hours beforehand. No hot works by the Sub-contractor shall be
allowed unless the safety & fire prevention requirement specified in the hot work
permit are fully observed.
28
The Sub-contractor shall inform the Main Contractor of the commencement and
finishing of the hot works every day.
29
The Sub-contractor shall comply with the relevant items of the safety policy and
safety plan of the Main Contractor.
30
The Sub-contractor shall provide the Main Contractor with and put into practice
his safety policy and safety plan.
31
The Sub-contractor shall appoint a person responsible for taking record of and
inspecting all the lifting equipment of the Sub-contractor on Site. Such person
shall provide the Main Contractor with records every month and conduct regular
inspections to ensure the accuracy and comprehensiveness of the records on
lifting equipment.
32
The Sub-contractors person-in-charge shall conduct regular inspections on the

good condition and efective period of the lifting equipment. No damaged and
expired lifting equipment shall be used.
33
The Sub-contractor shall apply the specified colour to his lifting gear in
accordance with the Main Contractors colour coding system for lifting gear to
distinguish the efective period of the lifting gear.
34
Where the mobile cranes or tower cranes are used, the Sub-contractor shall
comply with the Factories & industrial undertaking (LA & LG) Regulations. If the
Sub-contractor fails to comply with, the Sub-contractor shall bear all legal and
economical responsibilities therein cured.
35
After the commencement of the Sub-contract Works on Site by the Subcontractor, the Sub-contractors person-in-charge or the person with safety
experience appointed by such person-in-charge shall be stationed on Site
permanently and responsible for safety works and shall teach his employees and
workers the knowledge of safety operations of the relevant trades. Works shall
not be commenced until all the employees and workers fully understand the
safety operations
36
Excavator shall not be used for lifting operation unless it is by design suitable for
the purpose according to section 9.1.2 of COP on Safe Use of Excavators
published by labout labour department.
37
Excavator having a safe working load of more than 1 tonne should not be used
for lifting unless the excavator has satisfied the specified requirements in section
9.2.7 of above stated COP..
38
The Sub-contractor shall submit manufacturers manual and instruction,

Competent Engineers calculation and drawings with Registered Professional
Engineers examination certificates before commencement of work for gondola.
- End 3
TENTH SCHEDULE
PERSONAL UNDERTAKING ON SAFETY REQUIREMENTS
AND ENVIRONMENTAL ASSURANCE
Date : 15th June 2009
Chun Wo _______________ Construction and Engineering Co., Ltd.

C2, 5/F., Hong Kong Spinners Industrial Building
601-603 Tai Nan West Street
Cheung Sha Wan Road
Kowloon
Dear Sirs,
Main Contract for 1800 Place Student Residence at Lung Wah Street,
Kennedy Town,
Redevelopment of Hong Kong Sports Institute Contract 1 Works andHong
Kong for The University of Hong Kong
Temporary Velodrome in WhiteheadProject Name :
Contract No. :
Sub-contract for the Execution of Bored Pile Works_____________________________
We refer to the Sub-contract for the execution of bored pile works the execution of
________________
between
Chun
Wo
Construction
and
Engineering
Co.,
Ltd.______________________ (the Main Contractor) and __________________ Chu Wo
Foundations Limited. detailed in the Sub-contract No.Ref. D001/0517/SU/S-017
___________________ and appoint ___________Mr. Andy Yiu (Hong Kong ID Card No.
___________ ), one of our directors to ensure that in executing the Sub-contract Works we
will comply with the Main Contractors Safety Plan and the Environmental Management
System ISO 14001 and all legislation and regulations relating to site safety, industrial
health and environmental protection. We will at all times keep you indemnified against
all losses, damages, fines or penalties of any nature whatsoever imposed as a result of
our failure to comply with any legislation or regulations relating to site safety, industrial
health and environmental protection.
Yours faithfully,
For and on behalf of
Chun Wo Foundations Limited
____________________________
1
ELEVENTH SCHEDULE
SCHEDULE OF FEES AND CHARGES UNDER SUB-CONTRACT
Clause
No.
Description
Administration
Amount
General
Main
Contractors
Overhead
Cost
including
1010%
General
Main Contractors Overheads
20(a)(viii)
Fines for failure by the Sub-contractors management to

attend Sub-contractors meetings.
21
1.
2.
3.
4.
5.
22
Fines if the Sub-contractor or his employees or workers

violate the environmental protection and hygiene
ordinances causing written warning to the Main
Contractor by the Environmental Protection Department.
$5,000 / warning
20(a)(viii)
Fines for failure by the Sub-contractors management to

attend Sub-contractors meetings.
$2,000 / meeting
24(d)
Penalty if the Main Contractor discovers that the Subcontractor employs or allows illegal employees to
execute his Sub-contract Works on Site.
44%
No helmet
No safety belt
No ear / eye protector
Breach of Construction Site (Safety) Regulations
Administration cost for losses of or physically
damaged of worker permit.
6. other occupational safety & health related legislation
1. First Time
2. Second Time
3. Any Additional Time
$2,000 / meeting
$500 / Head
$500 / Head
$500 / Head
$3,000 / Item
$300 /
Worker permit
$3,000 / Head
$50,000 / person
$100,000 / person
Additional $50,000
per person per time
24(g)
Fines for failure of Sub-contractors workers to wear

working permit card or sticker on Site.
24(g)
Replacement fees of working permit card.
$100 / card
24(g)
Replacement fees of working permit sticker.
$50 / sticker
29
Deduction for non-compliance of the Sub-contractor who

fails to comply with any provisions of the Sub-contract.
Fourth
Schedule
$300 per worker

per incident
$1,000 / day until

such noncompliance is
rectified
Any complaint for non advance wage payment raised by $20,000 / per each
his injured employee or worker to the Labour
complaint
Department
Fourth
Administration fee for per reportable accident.
Schedule30
$7,500 / per case
1
2
TWELFTH SCHEDULE
SUPPLEMENTARY CONDITIONS OF SUB-CONTRACT
1.
1.
2.Unless and otherwise agreed and stated in this Sub-contract, all prequalifications mentioned in the Sub-contractors quotation(s) or any amendment(s)
made by the Sub-contractor of the tender documents a the tender stage by the Subcontractor will not form part of this Sub-contract. No claim for additional money in
respect of any pre-qualification(s) or amendment(s) will be entertained by the Main
Contractor.
2.
The Sub-contractor had fully understood the contents and requirement s of the
Main Contract, including specifications, drawings, method statement etc., in relation
to and applicable to the Sub-contract Works, unless and otherwise agreed and stated
in this Sub-contract. Generally, the Sub-contractor shall bear the same liabilities and
responsibilities in relation to and applicable to the Sub-contract Works.
3.
The Sub-contractor agreed that without the prior written consent of the Employer
and/or the Main Contractor the Sub-contractor cannot use any information or
materials describing or relating to the name of the Employer and/or this project,
including trade name, trade mark, trade device, service mark, symbol or any
abbreviation, contraction or simulation thereof owned by the Employer and/or the
Main Contractor in advertising, publicity etc..
4.
If the Sub-contractor damages other sub-contractors work or any properties or

works adjacent to the Sub-contract Works or the project; including permanent or
temporary works, scafolding, protection or safety facilities, etc., during the execution
of the Sub-contract Works or due to his faults. All remedial or replacement costs and
expenses plus the Main Contractors administrative costs shall be deducted from the
Sub-contractors account directly or at the discretion of the Main Contractor, the Subcontractor shall pay such costs to the Main Contractor within 14 days after the Main
Contractor has demanded the Sub-contractor to do so.
5.
If the Sub-contractor damages any utilities facilities, including but not limited to
underground cable, pipes, tele-communication system, etc., the Sub-contractor shall
be fully responsible for such damage.
6.
The quality assurance scheme of ISO 9000 will be adopted in this project, the
Sub-contractor shall fully co-operate with the Contractor in the implementation of the
QA System.
7.
The Main Contractor shall adjust the Sub-contract Sum according to the agreed
supplemental clauses for fluctuation as set out in the Special / Supplementary
Clauses for Fluctuation of Labour and Materials Costs.
8.
It is agreed that the measurement of boring shall be from cut of level down to
toe level same as the measurement method of the Main Contract.
9.
The following works shall be carried out by the Main Contractor at no charge to
the Sub-contractor:
a)
the construction of capping beam and concrete skin wall;
b)
the construction of shoring works;
c)
the trimming and cut of the head of bored piles;

1
d)
the supply of starter bars to lagging wall and other structures;
e)
setting out of each pile location;
f)
g)
the provision of haul road and earth platform for loading boring machine,
but the Sub-contractor shall be responsible for minor leveling works;
the provision of temporary fence / rail along the haul road;
h)
the supply of water point and water truck only but water consumption
shall be responsible by the Sub-contractor;
i)
the supply of power supply point but the Sub-contractor shall be

responsible for the connection works from the power point to the working
area;
j)
k)
the diversion of underground utilities;

paying power consumption for the Sub-contractors site office only, all
power consumption for works operation to be responsible by the Subcontractor.
10. The following works shall be the responsibilities of the Sub-contractor:

a) the hoisting of all materials and machines from the date of 17th September
2009;
b)
the construction of capping beam and concrete skin wall;
c)
to ensure all of his vehicles to be cleaned before leaving the Site,

but the washing facilities to be provided by the Main Contractor;
d)
all safety measures related to the Sub-contract Works and his plants;
e) to pay water consumption fee;

f)
the fixing of starter bars to lagging wall and other structures which shall be
measured separately.
g) The removing of all excavated materials and rubbish generated by the Subcontractor during the operation of the Sub-contract Works including paying
dumpling fee of the Government and submitting all dumping tickets to the
Contractor for record.
3.
4.
C.A.R.Contractors All Risks EC Employees Compensation

Policy
( )
4.1
4.2
4.3
2

4.4
4.5
HK$2,000.00
4.6

4%
5.
6.
7.
8.
9.
10.
11.
HK$2,000.00
12.
ISO 9000
13.
14.
HK$100.00
15.
4%
3
16.
End
4
1

Bored Pile Contract

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Bored Pile Contract

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CHUN WO DEVELOPMENT GROUP

STANDARD FORM OF SUB-CONTRACT

The University of Hong Kong 1800 Place Student Residence

The Execution of Bored Pile

Edition 2006 January(1)

Chun Wo Construction & Engineering

Chun Wo Foundations Limiteds

Edition 2006 January(1)

Indemnities, Insurance, Guarantee and Bond

Commencement, Completion, Delay and Defects Liability

Payment and Set-of

Safety, Environmental, Quality and Enactments Compliance

Notices and Claims

Edition 2006 January(1)

Dispute Resolution and Governing Law

Edition 2006 January(1)

Particulars of the Main Contract

Particulars of the Sub-contract

Personal Undertaking on Safety and Environmental

Schedule of Fees and Charges

Supplementary Conditions of Sub-contract

Edition 2006 January(1)

CHUN WO CONSTRUCTION & ENGINEERING CO., LTD.

CHUN WO FOUNDATIONS LIMITEDS

The Sub-contractor, having been aforded the opportunity to peruse the

NOW IT IS HEREBY AGREED

To be retained if Sub-contractor comprises more than one legal entity

Unless the context otherwise specifies or requires in construing the Agreement,

In the Presence of:

For and On Behalf of the Sub-contractor

In the Presence of:

Edition 2006 January(1)

GENERAL CONDITIONS OF SUB-CONTRACT

In this Sub-contract the following expressions and definitions shall

Main Contractors Administration Cost means the sum

Main Contractors Overheads means the sum calculated

Main Works means the works as defined by the Main

Pricing Document means the Bills of Quantities (in the

Sub-contract means the entire agreement between the

Sub-contract Sum means the sum as specified in the

Sub-contract Works means the works as defined by the

Words in the Sub-contract importing the singular only also

The Sub-contractor shall execute, complete and maintain the

Notwithstanding any provision of facilities which may be

The Sub-contractor shall be responsible for providing labour in

The Sub-contractor shall be responsible for the removal of

The Sub-contractor shall provide all submission, proposals,

the Sub-contract Works. Any ordering of materials, equipment

The Sub-contractor shall provide a full time competent agent or

If the Sub-contractor is required to be registered or listed either

Without relieving the Sub-contractor from his obligation pursuant to

Edition 2006 January(1)

Main Contractor to modify, amend, or retain any Constructional Plant

The Sub-contractor shall in the execution of the Sub-contract

The Sub-contractor shall permit the Contract Administrator, the

During the construction period, the Sub-contractor shall provide

Edition 2006 January(1)

The Sub-contractor shall comply with the requirements of the

Those Constructional Plant, Temporary Works, materials or

The Sub-contractor shall make all arrangement for transporting,

Any direction about the use of any materials, fittings and

Upon the request of the Sub-contractor, the Main Contractor

Edition 2006 January(1)

Subject to the hierarchy of the relevant parts of the documents