合同号：VINASHIN/YMC-TRANSTECH/DQ-001

EPC 工程合同

业主：越南造船工业总公司
下称（业主）

承包商： 云南机械进出口股份有限公司&
川铁国际经济技术合作有限公司
以下联合或单独地被称为（承包商）

日期：2005 年 11 月 25 日

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 INDEX 目录

ARTICLE 1： DEFINITIONS AND INTERPRETATION

ARTICLE2： CONTRACT DOCUMENTS
ARTICLE 3： DESCRIPTION OF WORK
ARTICLE 4： CONTRACT PRICE
ARTICLE 5： PAYMENT
ARTICLE 6： RESPONSIBILITY AND OBLIGATION
ARTICLE 7： TIME FOR PREFORMANCE
ARTICLE 8： EQUIPMENT AND MATERIALS
ARTICLE 9： SITE
ARTICLE 10：MAINTAIN AND CARE OF THE WORKS
ARTICLE 11：CO-ORDINATION WITH OWNER AND OTHER EPC CONTRACTORS
ARTICLE 12：TRANSPORTATION
ARTICLE 13：LIABILITY FOR DEFECTS
ARTICLE 14：INSURANCE
ARTICLE 15：CERTIFYING AGENT
ARTICLE 16：COMPLETION AND ACCEPTANCE
ARTICLE 17：LIQUIDATED DAMAGES
ARTICLE 18：FORCE MAJEURE
ARTICLE 19：INDEMNIFICATION
ARTICLE 20：CHANGES IN THE WORKS
ARTICLE 21：REPAYMENT GUARANTEE PERFORMANCE BOND AND WARRANTY BOND
ARTICLE 22：SUSPENSION
ARTICLE 23：TERMINATION
ARTICLE 24：SUBCONTRACTOR
ARTICLE 25：CONTRACTOR’S PERSONNEL
ARTICLE 26：STATUTORY OBLIGATIONS
ARTICLE 27：GENERAL ARTICLE

LEGAL AND PARTIES

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LEGAL:
- Pursuant to State-Law on Economic Contract of Government’s Council issued dated 25 th
September 1989, and Decree No 17/HDBT issued dated 16, January 1990 of Council of
Ministers (now is Government) defined in detail performance of State- Law on Economic
Contract;

- Pursuant to The Bidding Regulation issued together with Government’s Decree No

88/1999/ND-CP of September 1,1999, and Government’s Decree No 14/2000/ND-CP of
May 5, 2000 of Government;
- Pursuant to The Regulation on Investment and Construction Management issued together
with the Government’s Decree No 52/1999/ND-CP of July 8, 1999, and the Government’s
Decree No. 12/2000/ND-CP of May 5, 2000;
Pursuant to Decision No. 17/2000/ QĐ-BXD dated 2 nd August 2000 of Ministry of
Construction on construction quality management

- Pursuant to Circular Letter No 1/2002/ TT-BXD dated 7th January 2002 of Ministry of
Construction on instruction for implementation of projects under Engineering –
Procurement - Construction Contract ( EPC);

- Pursuant to the Decision No. 3763 QD-GTVT dated 14 November 2002 issued by
Ministry of Transportation of Vietnam to permit Vietnam Shipbuilding Industry
Corporation for preparation of Feasibility Study of Dung Quat Shipyard Project (Quang
Ngai province)

- Pursuant to Memorandum of Agreement dated 16th October 2003 in Beijing, China

between Vietnam Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery
Import and Export Co. Ltd (YMC)

Pursuant to Memorandum of Agreement dated 4th June 2004 in Hanoi, Vietnam between
Vietnam Shipbuilding Industry Corporation and YMC-TRANSTECH Consortium

- Pursuant to Payment Agreement dated 25th November 2005 between Vietnam

Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery Import and Export
Co. Ltd (YMC), TRANSTECH Engineering Corporation, are jointly and severally called
the YMC-TRANSTECH Consortium.
- Pursuant to The Letter No. 438/TTg-CN dated 15 April 2005 issued by the Prime
Minister to authorize the BOM of Vietnam Shipbuilding Industry Corporation to
approve Dung Quat Shipyard Project.

THIS CONTRACT is made and entered into force

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This 25th day of November,2005

BY AND BETWEEN

: +84 4 8439811 +84 4 7330167

E-mail: contact@vinashin.com.vn
: Pham Thanh Binh

+86-871-3164879， 3131794: +86-871-3136829，3149945

Email: ymc@ymc.com.cn, ymc@fpt.vn

Address: No.18 Tongjin Road, Chengdu 610032, PR China

Tel: +86-28-86396039
Fax: +86-28-86396079
Email: Transtech@transtech.com.cn
hereafter jointly and severally called as the (CONTRACTOR)

NOW THEREFORE, the parties hereto agree as follows:

Article 1: DEFINITIONS AND INTERPRETATION

The following definitions shall apply to this CONTRACT except where the context
otherwise explicitly requires:

a.“PLANT” means Dzung Quat Shipyard construction Project-Phase 1 to be constructed by

the CONTRACTOR at Dzung Quat Shipyard, except the Dry Dock item executed by the
OWNER as defined in Exhibit 1 and Exhibit 4 of Contract.

b.“OWNER” means VIETNAM SHIPBUILDING INDUSTRY CORPORATION”, their

legal successors in title and any assignee of VINASHIN.

c.“CONTRACTOR” means Yunnan Machinery Import and Export Co. Ltd (YMC) /
Transtech Engineering Corporation (TRANSTECH) hereafter refer as (YMC-
TRANSTECH Consortium).

d. “SUBCONTRACTOR” means any person, organization or company having a contract

directly or indirectly with CONTRACTOR for the supply of services and construction
work, or the supply of services and EQUIPMENT AND MATERIALS and other things, for
the WORK.

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e. “CERTIFYING AGENT” means a society who shall provide certification services and
finally a safety certificate thereto for the PLANT via the Sub-Contract duly signed by
between CONTRACTOR and CERTIFYING AGENT.

f. “TIME FOR PERFORMANCE” means a period of time for performance of

Engineering, Procurement, Construction and Initial Acceptance by CONTRACTOR as
defined in ARTICLE 7 of CONTRACT.

g. “CONTRACT” means Terms and Conditions of Contract consisting of ARTICLE 1

through 27, Exhibits 1 through 14 thereto, all other supplement documents agreed in
writing by Parties.

h. “CONTRACT PRICE” means the total of all sums payable by the OWNER to
CONTRACTOR in United State Dollar as provided in ARTICLE 4 herein.

i. “SITE”means land within which the PLANT is to be constructed as defined in the

PROJECT SPECIFICATION and such additional areas in the vicinity as may be used by
CONTRACTOR for the WORK, such area should have been leveled and smooth, while
water, electricity, transportation, communication should be available.

j. “WORK or Works” means the work to be performed and the design as well as the
services to be provided by CONTRACTOR in connection with the realization of the
PLANT as described under ARTICLE 3.

k. “MILESTONE” means an activity or an event, or a combination of activities or events,

the achievement of which is used in assessment of progress of the WORK.

l. “TEMPORARY WORKS” means all temporary works of every kind required in or

about the execution or maintenance of the Works.

n. “PERMANENT WORKS” means all the permanent works to be executed and

maintained in accordance with the Contract.

m. “COMMENCEMENT DATE” means the actual date for executing the WORKS
confirmed by the both Parties in accordance with Article 7

o. “BUSINESS DAY” means a day other than a Saturday or Sunday upon which the banks
in Hanoi are open for transaction of the necessary type of business. p. “EFFECTIVE
DATE” means the date upon which the matters provided in ARTICLE 27 hereof are duly
completed

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q. “EQUIPMENT AND MATERIALS” means any machinery, equipment, materials and
other items of whatever nature to be supplied by CONTRACTOR under this CONTRACT
intended to become a part of the PERMANENT WORKS of the PLANT in accordance
with the PROJECT SPECIFICATION.

r. “PARTIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by

CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
the part of WORK in accordance with Schedule has achieved completion in conformity
with the CONTRACT and PROJECT SPECIFICATION

s. “PROVISIONAL ACCEPTANCE CERTIFICATE” means the certificate prepared by

CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
no less that 15% of WORKS of the PLANT have been done by CONTRACTOR.

t “INITIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by

CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
WORK in accordance with Schedule has achieved completion in conformity with the
CONTRACT and PROJECT SPECIFICATION

u “FINAL ACCEPTANCE CERTIFICATE” means the certificate prepared by

CONTRACTOR in the format given in Exhibit 7 and approved by OWNER and
CERTIFICATE AGENT to certify that WORK in accordance with Schedule, obligations as
defined in CONTRACT and guarantee has achieved completion in conformity with the
CONTRACT and PROJECT SPECIFICATION

v “SCHEDULE” means the proposed schedule of WORK furnished by the

CONTRACTOR, modified as necessary and agreed with OWNER , as included in Exhibit
2.

w “ENGINEERING RECORD” means the PROJECT SPECIFICATION together with the

drawings, specifications, standards and all other data necessary for the realization of the
PLANT as developed by the CONTRACTOR from the PROJECT SPECIFICATION

x “ORGANIZATION CHART” means the PROJECT Organization Chart to be prepared

by CONTRACTOR for Project performance.

y “PMU” means Dzung Quat Shipyard construction Project Management Unit or such
replacement as may be nominated from time to time by the OWNER and notified in writing
to the CONTRACTOR to act as OWNER’s Representative for the purposes of the
Contract.

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 Article 2: CONTRACT DOCUMENTS
2.1 This Contract consists of the following documents:
- Terms and conditions of Contract consisting of ARTICLE 1 through ARTICLE 27.
- Payment Agreement No. VINASHIN/YMC-TRANSTECH/DQ-002 dated 25th November
2005

EXHIBITS:

Exhibit 1: Bill of Quantities

Exhibit 2: Project Construction Schedule （Milestone Date）

Exhibit 3: Plan for performance Work

Exhibit 4: Project Specification

Exhibit 5: Prices for changes in the work

Exhibit 6: Document form of Contract

Exhibit 7: Equipment list of Contract

Exhibit 8: Project organization Chart for performance Work

Exhibit 9: Technology method for performance of Work

Exhibit 10: Schedule of approval and delivery of detail working drawings

Exhibit 11: Curriculum Vitae of CONTRACTOR and Manpower plan

Exhibit 12：Price List

Exhibit 13：VENDOR and SUB-CONTRACTORS’ List

Attachment 1: Particular Conditions of Contract（to be discussed and agreed later）

Attachment 2: General Condition of Contract（to be discussed and agreed later）

2.2 Documents are arranged in order as follows:

a) Contract terms and conditions consisting of ARTICLE 1 through ARTICLE 27 thereto.

b) Payment Agreement

c) Exhibits consisting of exhibits 1 through 13 thereto; and

d) Attachments consisting of Attachment 1 through 2 thereto.

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e) Others.

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 Article 3: DESCRIPTION OF WORK
CONTRACTOR shall, in accordance with the CONTRACT, be responsible for design,
procurement, civil work (EPC) including but not limited to the following activities,
hereinafter collectively referred to as the WORK, all of which shall be performed in
accordance with the requirements of the CONTRACT, in particular the PROJECT
SPECIFICATION. The detail execution of works shall be performed in accordance with the
Bill of Quantities and PROJECT SPECIFICATION in Exhibit 1 and Exhibit 4 attached
hereto. All the WORK or WORKS under this CONTRACT shall not include the Dry Dock
Item as specified in Exhibit 1-Bill of Quantity.

3.1 Within the Scope of the CONTRACT, provide or arrange to have provided all services,
labor, supervision, management, equipment, materials, tools and supplies needed to
perform the WORK;

3.2 Provide engineering and other services in connection with the supply of EQUIPMENT
AND MATERIALS, as defined in the PROJECT SPECIFICATION;

3.3 Purchase, expedite and inspect and arrange for delivery to site of all EQUIPMENT
AND MATERIALS for the PLANT including materials, spare equipments, and instructions
for operation and maintenance, all temporary facilities, all in conformity with the
PROJECT SPECIFICATION;

3.4 Construct, erect and hand-over the PLANT as described in the PROJECT
SPECIFICATION;

3.5 Establish and operate adequate efficient and properly coordinated material control
systems for dispatch, receipt, handling, storage and distribution to ensure all EQUIPMENT
AND MATERIALS are preserved and available as necessary 222for the progress of the
PROJECT to ensure efficient completion of the PLANT;

3.6 Construct and provide all temporary facilities and maintain all such facilities in a safe
and effective fashion as necessary for the execution of the WORK up to INITIAL
ACCEPTANCE of the PLANT;

3.7 Establish adequate procedures and control and reporting systems to provide close
control of the quality and progress of the WORK and provide sufficient information to
OWNER to enable independent assessment of the physical progress of the WORK;

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3.8 Provide, control and regulate transportation in the area of the SITE and from the SITE
for personnel including field labour, administrative and supervisory staff, SITE
management staff, VENDORs', SUBCONTRACTORs' and CONTRACTOR's personnel in
a safe and orderly manner;

3.9 Provide temporary offices and all associated facilities within OWNER's premises and
other locations where the WORK is being performed for CONTRACTOR's personnel as
defined in the PROJECT SPECIFICATION for the duration of the CONTRACT;

3.10 Scope of work consists of works as defined in Exhibit 1 of Contract and any part of
work and/or service not expressly referred to in this Contract provided that it is reasonable
and inherently necessary to complete WORKS for 1st Phase under this CONTRACT and be
agreed by the Parties.

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 Article 4: CONTRACT PRICE
4.1 Contract price shall be paid in United State Dollar (USD): 99,800,000.00.
(In word: Ninety-nine million eight hundred thousand United States Dollar).
4.2 Contract price shall be Lump sum price included all of the essential expense for
performance of Engineering, Procurement, Construction, Installation, Commissioning,
hand-over acceptance PLANT, the Insurance Premium paid to the China Export and Credit
Insurance Corporation by the CONTRACTOR on behalf of the OWNER in favor of the
Contractor and all obligations as specified in this Contract by CONTRACTOR (excluding
any adjustments to the CONTRACT PRICE as specified in Article 20).

4.3 The Contract Price specified in Exhibit 1 and all unit rates, lump sums and prices set
out in Exhibit 1 and in the Bills of Quantities are fixed, firm and not subject to cessation,
nor revision, nor any adjustment up to the issue of the Completion and Acceptance
Certificate for the whole of WORKS for the CONTRACT WORKS, except otherwise
provided herein.
4.4 CONTRACTOR shall bear all taxes, duties, and levies including but not limited to
withholding tax in connection with the implementation CONTRACT in conformity with
the Circular No.169/1998/TT-BTC dated 22 December 1998 issued by Ministry of Finance
of Vietnam and other relevant of Vietnamese law.

4.5 The CONTRACT PRICE shall be payable only in the currencies as stated unless
otherwise mutually agreed in writing between the parties hereto. The CONTRACT PRICE
should be fixed unless the following case occurred: if the fluctuation of Chinese Yuan
(RMB) against U.S. Dollars exceeds 5% during the construction period of the project, both
sides acknowledge it’s an important influence to the project, in principle, agreed to make
compensation to the party which suffered resulting losses in a reasonable scope. The
detailed agreement should be discussed and determined at the future available time.

4.6 Contract price as mentioned above includes WORK as defined in Exhibit 1 and in other
Exhibits (excluding amendment or CHANGE of WORKS), necessary drawings to perform
PLANT.

4.7 The CONTRACT PRICE shall include all expenses and fees in connection with
obtaining licenses, permits, and other permissions required to do business in Vietnam and
elsewhere and/or to perform the WORK.

4.8 The cost of executing the WORK shall be at the sole risk of CONTRACTOR who shall
carefully study all information obtained and taken into account all circumstances that may
affect the cost in establishing the CONTRACT PRICE.

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4.9 CONTRACT PRICE stated above shall be final and adequate price of payment for
performance of the WORK as defined in CONTRACT.

4.10 OWNER shall pay CONTRACTOR the CONTRACT PRICE in accordance with the
terms of payment as set forth in ARTICLE 5 and Payment Agreement.

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 Article 5: PAYMENT

5.1 OWNER shall pay in advance fifteen per cent (15 %) of the Contract price equal to
USD 14,970,000.00(In word :Fourteen million nine hundred seventy thousand Untied
States Dollar) to CONTRACTOR upon receiving invoices of CONTRACTOR by the
OWNER as follows:

- Letter for proposal payment in advance;

- Repayment guarantees covering the amount of Advance Payment as defined in

ARTICLE 21.

5.2 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 equal to
USD84,830,000.00(In word: Eighty-four million eight hundred thirty thousand United
State Dollar) shall be made to CONTRACTOR by deferred payment in the Contract Price
in accordance with the Payment Agreement dated 3rd November 2005 and specified in
Schedule of Payments set forth in Payment Agreement and the following terms.
5.3 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 shall be made by
OWNER to CONTRACTOR upon received the documents as defined in the drawn down
Schedule in Payment Agreement.
5.3.1 GENERAL CONDITIONS

a) All payments by OWNER to CONTRACTOR shall be denominated in United State

Dollar to the bank account(s) designated by the CONTRACTOR.

b) OWNER shall have at any time the right to question or dispute the correctness and
accuracy of the amounts invoiced by the CONTRACTOR for a period of up to 12 months
after INITIAL ACCEPTANCE CERTIFICATE.

c) OWNER shall have the right to withhold, set-off or deduct from payments made to the
CONTRACTOR any sum the CONTRACTOR may owe to OWNER according to the
provisions of the CONTRACT.

d) The CONTRACTOR shall maintain all records and accounts pertaining to the WORK
performed by the CONTRACTOR under this CONTRACT for a period of five (5) years
after FINAL ACCEPTANCE CERTIFICATE.

e) The CONTRACTOR shall issue the official receipts of all payments under this
CONTRACT and deliver such receipts promptly after receipt of such payment and the total

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value of these installments to OWNER.

f) OWNER shall assess, approve and sign PARTIAL CETIFICATE for MILESTONE
performed by CONTRACTOR. These Certificates shall be used to collectively
acknowledge the indebtedness to CONTRACTOR by Owner in conformity with schedule
of payments as defined in PAYMENT AGREEMENT by OWNER.

5.3.2 INVOICES
All invoices issued by CONTRACTOR at the time when the Owner acknowledges the
indebtedness to Contractor as indicated on Annex-1 Drawn Down Schedule as specified in
Payment Agreement shall be Commercial Invoices as required by the current law of
Vietnam.
The Commercial invoices shall be based on Pro-forma Invoices collected on the basis of
the progress of Works. The Pro-forma Invoices shall clearly state the amount of the Works
completed in accordance with MILESTONE Schedule and Partial Acceptance Certificate,
as well as the cumulative amount of the works done as of the last day of that MILESTONE.

b) Any and all invoices

submitted shall be accompanied by the Acceptance Certificate Protocol documents.

b) CONTRACTOR shall submit the Pro-forma Invoice to OWNER by the twentieth (20th)
day of the month following achievement of the MILESTONE. In the event OWNER
disputes any invoiced amounts, OWNER shall notify the CONTRACTOR in writing
within fifteen (15) days of receipt of the invoice, stating the reason OWNER dispute the
amount invoiced. For the disputed portion if reasonable, the CONTRACTOR shall
make the appropriate corrections or changes and resubmit such invoiced amounts to
OWNER together with the succeeding Pro-forma invoice.

c) The CONTRACT PRICE will be adjusted to take account of changes in the work
agreed between the parties as defined in ARTICLE 20. Each CHANGE shall specify
the schedule of payments applicable thereto. CONTRACTOR shall issue a separate
invoice in respect of any CHANGES.

5.3.3 TERMS OF PAYMENT

a) The face value of each invoice shall be the earned payment for the installment to be
invoiced. The CONTRACTOR shall, in accordance with MILESTONES and be confirm to
paid up to ninety five per cent (95%) of the CONTRACT PRICE at the INITIAL
ACCEPTANCE CERTIFICATE issued. The OWNER confirm to paid five per cent (5%) of
the CONTRACT PRICE left to CONTRACTOR after warrantee-time finished and FINAL
ACCEPTANCE CERTIFICATE issued. CONTRACTOR confirm to hand in a Bank-
Warrantee Bond covering the amount of five percent (5%) Contract Price to maintain
PLANT, the OWNER shall release such 5% balance during the Guarantee Period provided
the CONTRACTOR furnishes to the Owner a Bank Warrantee Bond with same percentage

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to maintain Plant. The Performance Bond shall automatic expire the validity upon OWNER
received Warrantee Bond as specified in Article 21.
b) The bank transfer drawn to CONTRACTOR’S account quoting contract number shall
contain the following note:
"- Contract under Payment Agreement of USD 99,800,000.00(Ninety–nine million
eight hundred thousand Untied States Dollar signed on 25th November, 2005"

c) All payment of the Contract Price to be made in accordance with the Payment
Agreement

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 Article 6 RESPONSIBILITY AND OBLIGATION
A. Responsibilities and obligation of OWNER:

6.1 Transfer the Site opportunely to CONTRACTOR to perform the WORK in accordance
with the SCHEDULE.

6.2 Send off technical supervisors regularly go down the Site to solve impediments in the
performance of the WORK.

6.3 Organize pre-acceptance completed parts of work or completed work for

CONTRACTOR can performance the construction works in constant.

6.4 Check and approval drawings and technical documents to ensure that documents are in
accordance with specification of Construction works, project procedures with are stated in
Exhibit 4 of this Contract.

6.5 Pay all and in time to CONTRACTOR for pre-accepted parts of work or all pre-
accepted works

6.6 In OWNER-authorized rights create good conditions in order to CONTRACTOR gets

Project referents related to Construction works. The OWNER shall within 30 days after the
signing date of the CONTRACT furnish all basic materials for design and relevant
hydrographical and geology materials to the CONTRACTOR as required by the Design
Institute of the contractor as per list hereunder. OWNER shall assist CONTRACTOR for
availability of water, electricity, transportation, communication provision of construction
oils at CONTRACTOR’s costs and expenses.
B.Responsibilities and obligation of CONTRACTOR:

6.7 Responsible for design of WORKS. The OWNER shall not be responsible for any error,
inaccuracy or omission on design and drawings. The technical design which is provided by
CONTRACTOR shall be approved by CERTIFYCATE AGENT and the OWNER as per
Article 6.18
6.8 Any data or information received by the CONTRACTOR, from OWNER or otherwise,
shall not relieve the CONTRACTOR from his responsibility for the design and execution
of the WORKS.。

6.9 If errors, omission, ambiguities, inconsistencies, inadequacies or defects are found in

the design and drawings, they and the WORKS shall be corrected at the CONTRACTOR’s

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cost, notwithstanding any consent or approval from the OWNER.

6.10 Execute comply with all duty and responsibilities to accomplish the WORK in
accordance with the conditions herein of the Contract. The Dry Dock item of which the
construction parts of the main body of the dry dock in accordance with basic design shall
be executed by OWNER, however all executed WORKS 1st phase under this CONTRACT
shall be comply and in connection with Dry Dock and other items under certain supporting
and conditions through 1st phase, 2nd phase and 3rd phase in accordance with Exhibit 4.
6.11 Execute comply with all applicable laws, governmental regulations, ordinances, by-
laws, rulings and orders of governments and of any other public authority having
jurisdiction. Construct in accordance with approved design. OWNER shall provide
CONTRACTOR above mentioned law and regulations.

6.12 CONTRACTOR shall abide by all procedures in Exhibit 1 and Exhibit 4 of Contract.

6.13 In the performance of the WORK, CONTRACTOR shall operate a quality assurance
system that complies with the PROJECT SPECIFICATION and international standards
appropriate for PLANT engineering and construction. CONTRACTOR shall be responsible
throughout the WORK for quality control and proper quality assurance of materials and of
WORK, whether performed by CONTRACTOR, SUBCONTRACTORS and/or
VENDORS.

6.14 CONTRACTOR shall observe all safety regulations or construction regulations

specified by Vietnamese law or in the PROJECT SPECIFICATION or other regulations
generally recognized in the China shipbuilding Industry to be appropriate to the PLANT or
the WORK, and shall ensure that all other members of CONTRACTOR,
SUBCONTRACTORS and VENDORS observe such regulations. CONTRACTOR shall, if
so required, produce for OWNER's inspection any certificate or other document which is
required to obtain by Vietnamese regulations or by Vietnamese authorities and which
relates to PLANT, TEMPORARY FACILITIES or EQUIPMENT AND MATERIALS.

6.15 CONTRACTOR shall complete the basic design, working drawing design,
procurement, supply of EQUIPMENT AND MATERIALS, construction and
COMMISSIONING skillfully in accordance with generally accepted professional
engineering and construction practice incorporating quality assurance procedures with the
ultimate aim of providing a PLANT which conforms with the ARTICLE 15 of this
CONTRACT.

6.16 CONTRACTOR shall be responsible for executing and accomplishing in accordance

with Article 7 and in the event that any damage loss or injury which is caused by the

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CONTRACTOR shall happen to any part of the building in accordance with the
CONTRACT, the CONTRACTOR shall, repair and make good the same at his cost.

6.17 CONTRACTOR shall be responsible for checking himself all information used in the
WORK, provided by OWNER in the PROJECT SPECIFICATION and/or all the terms in
the CONTRACT, including all duties and questions relates to executing and accomplishing
the building, and including repair damages.

6.18 CONTRACTOR shall be responsible completing the working drawing design of the
building in accordance with rate of progress in Exhibit 2 of the CONTRACT. The
CONTRACTOR shall finish and then get approved by the CERTIFYING AGENT, all the
working drawing design calculations and the CONTRACTOR’S DRAWINGS provided for
by the CONTRACT before submitting the same to and for approval of the OWNER.

6.19 CONTRACTOR has responsible to cooperate with OWNER for protecting working
drawing design before evaluated and approval CERTIFYING AGENT and has responsible
to amend according to opinion of the CERTIFYING AGENT by his cost.
6.20 Notwithstanding that the ENGINEERING RECORD shall be complete in all respects,
should any work or material be required which is not denoted in such ENGINEERING
RECORD either directly or indirectly but which is nevertheless necessary for the proper
carrying out of the WORK upon agreed by the Parties through discussion, CONTRACTOR
shall perform all such work and procure all such materials as fully as if they were
particularly delineated or described in the ENGINEERING RECORD. All the WORK that
may be called for in the ENGINEERING RECORD and not shown on drawings or which is
shown on drawings and not called for in the ENGINEERING RECORD shall be executed
and performed as though described in both. CONTRACTOR shall also amend the relevant
documents or drawings and submit copies to OWNER for review and APPROVAL.
Without releasing CONTRACTOR from his obligation hereunder, if any drawings or
specifications are known by CONTRACTOR to be at variance therewith, CONTRACTOR
shall give NOTICE to OWNER thereof before performing such work.

6.21 CONTRACTOR shall forthwith notify OWNER of any error, omission or

inconsistency, which he may discover in the basic design or in the PROJECT
SPECIFICATION. CONTRACTOR shall be responsible clarify the reasons and promote a
plan to solve. All of the changes have to be approved by OWNER before performing such
work.
6.22 CONTRACTOR has to keep secret and no inform to any third parties the equipments,
machines, technical information either directly or indirectly which including but not limited
to DRAWINGS, ENGINEERING RECORD… except in the event that OWNER agreed in
writing and vice versa.

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6.23 CONTRACTOR has to himself supervise process of Contract performance, construct
the construction works, manufacture, fabrication materials and equipments to ensure that
which are accordance with signed Contract, check for defects and repair all defects in
process of fabrication, packed, loading and unloading and installations and pre-
commissioning activities.

6.24 In accordance with the procedures stated in addendum 4, CONTRACTOR has to

organize weekly meetings with OWNER and at least one time in per month with the leader
board of OWNER in order to regularly control schedule and handle problems arise in
process of construction.。

6.25 In accordance with the quality assurance procedure, before performance construction
works CONTRACTOR has to submit OWNER the list of technical documents related to
process of construction for approval.

6.26 CONTRACTOR also undertakes that all Sub-CONTRACTOR observe the above
regulations.

Article 7 TIME FOR PERFORMANCE

7.1 Time for performance of the WORKS under this Contract is of twenty-four (24) months
starting from the COMMENCEMENT DATE (excluding the CHANG OF WORK or
changes of SCHEDULE as required by the OWNER in accordance with Article 20, and
delay in SCHEDULE caused by FORCE MAJEURE in accordance with Article 18).
CONTRACTOR shall prepare and submit to OWNER such detailed schedules, including
critical path networks, as are required by the PROJECT SPECIFICATION covering each
phase of the WORK as specified in Exhibit 2 of the CONTRACT. CONTRACTOR shall
maintain in an up-to-date condition all project control documents and schedules, in
accordance with the PROJECT SPECIFICATION. Progress of such schedules and the
SCHEDULE and any amendment thereto shall be reported to OWNER in accordance with
the requirements of the CONTRACT and PROJECT SPECIFICATION.

7.2 Except Force MAJEURE cases in according to the ARTICLE 18, CHANGES IN THE
WORK in accordance to the ARTICLE 20, or delay by the OWNER’S faults. During the
time of CONTRACT performance, CONTRACTOR has to performance works as schedule
stated in Exhibit 3 of this Contract.

7.3 From time to time as the WORK continues, CONTRACTOR shall examine the
progress of the WORK and shall promptly give NOTICE to OWNER if any condition
exists that might prevent CONTRACTOR from obtaining satisfactory results in his

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WORK. The foregoing shall not relieve CONTRACTOR of his obligations to efficiently
prosecute the WORK to the extent such condition permits.

7.4 CONTRACTOR shall not have the right to extent the performance time of the
CONTRACT or any part of work for any reason, except the cases specified in Article 7.2, if
CONTRACTOR too delay for comply with completed time as stated at Article 7.1, then
OWNER will notice to CONTRACTOR in order to CONTRACTOR apply necessary
methods, which are approved by OWNER, to speed up the work so it can catch up with
completed time. CONTRACTOR will not be paid raised costs, which related to above
methods. If the methods were executed by CONTRACTOR cause the OWNER has to
suffer any fee then this fee will be estimate by OWNER with the agreement of
CONTRACTOR and CONTRACTOR will repay these fees to OWNER.

7.5 The time for completion of the WORK and the various dates of the SCHEDULE shall
be modified only as expressly APPROVED by OWNER and then only for the actual
amount of time necessarily involved in:

(a) Execution of CHANGES IN THE WORK as may be agreed by OWNER according to

the ARTICLE 20; and

(b) Force Majeure according to the ARTICLE 18 hereof.

7.6 In the case CONTRACTOR didn’t accomplish the WORK as shown in the
SCHEDULE in accordance to the Article 7.1, CONTRACTOR shall pay to OWNER a
liquidated damage at the rate in accordance to the ARTICLE 17 in CONTRACT.

EPC -20
 Article 8 EQUIPMENT AND MATERIALS
8.1 All EQUIPMENT AND MATERIALS (including accessories, spare parts, tools,
manual books, maintenance documentation, assembly; commissioning and operation
services as normal international practice and manufacturers' standard) shall incorporated in
the PLANT, TEMPORARY FACILITIES and other materials and supplies used in
connection with the WORK shall be in accordance with the CONTRACT, the PROJECT
SPECIFICATION and the ENGINEERING RECORD and Relevant Authorities
requirement as specified in Exhibit 4 & Exhibit 8.

8.2 All EQUIPMENT AND MATERIALS shall be imported into Vietnam in the name of
OWNER.

8.2.1 All imported items whatsoever, such as construction equipment and TEMPORARY
FACILITIES which is owned or hired by CONTRACTOR and required for the erection of
the PLANT shall be imported in the name of CONTRACTOR and all costs of import duty
and tax and/or bonds issued in respect of the importation thereof shall be to the
CONTRACTOR's account, the CONTRACTOR has right to temporarily import all
necessary machinery and equipment for the WORK and re-exports after completion of the
PLANT in accordance with the law of Vietnam.

8.2.2 CONTRACTOR, SUBCONTRACTORS and VENDORS shall

observe and comply with all laws and regulations which may be applicable in connection
with the import, export, use , storage and possession of EQUIPMENT AND MATERIALS.
And agree to indemnify and hold the OWNER harmless from any damages, penalty, taxes,
duties, interest, charges, bonds, costs and losses whatsoever which may be incurred by
OWNER as a result of any act or omission to act by the CONTRACTOR, his
SUBCONTRACTORS, VENDORS, or representatives of such persons, including any
errors or omissions in documentation.

8.2.3 The CONTRACTOR shall advise OWNER in advance of the arrival, unloading and
release of carriers' equipment.

8.2.4 The CONTRACTOR shall present the following shipping documents to the OWNER:

-Full set of original Clean Shipped on board Bill of Loading, marked “Freight Prepaid” and
“Notify VINASHIN”
-Signed Commercial Invoice in triplicate (03 originals)
-Detail packing list in triplicate (03 originals)
-Certificate of origin issued by the China Chamber of Commerce (03 originals)
-Insurance certificate covering 110% of shipment value, marked “Claim payable at Bao

EPC -21
Viet, Hanoi” in triplicate
-Certificate of quality issued by Manufacturer and certified by Relevant Authorities (if so
required) in triplicate.
-A copy of fax of Notice of Readiness for Delivery sent to VINASHIN
-A copy DHL’s receipt showing that the CONTRACTOR has sent to the OWNER a copy of
above documents.

1.1 During the progress of the WORK, CONTRACTOR shall arrange for
reasonable facilities for inspection of the WORK by the OWNER or their authorized
inspectors, at locations where the WORK is in progress, including but not limited to
fabrication shops and VENDOR'S premises at which the manufacture of EQUIPMENT
AND MATERIALS is in progress.

1.2 If having any request from OWNER or authorized agents, during the time of
purchase materials and fabrication of equipments, then CONTRACTOR must performance
all tests, inspections for materials and equipments before delivery or before or after
installation, completion. OWNER or representative of OWNER have right to attend all
tests, inspection times. In case of having any suspicious to materials and equipments, which
may be effect to safety of Works, then OWNER will request CONTRACTOR retest and re-
inspect for those materials and equipments. Provided the result of the retest and re-inspect
testify the CONTRACTOR’S MATERIAL AND EQUIPMENT are not in compliance with
the requirements of the CONTRACT, then the CONTRACTOR shall bear all such costs
above mentioned; or else, the OWNER should bear all the costs arising therefrom, with
regards to the damages to CONTRACTOR or delay in SCHEDULE arise in connection
herewith, the OWNER should bear the liability for relevant compensation.

1.3 CONTRACTOR shall provide to OWNER duly certified copies of all test
results of EQUIPMENT AND MATERIALS before DELIVERY TO SITE. OWNER shall
have the right to reject EQUIPMENT AND MATERIALS furnished or WORK performed
not in accordance with the CONTRACT or PROJECT SPECIFICATION. CONTRACTOR
shall bear the cost of such re-tests as well as and shall at his own cost and expense
immediately remedy the defect as revealed by replacing the defective item or undertaking
repairs according to procedures APPROVED by OWNER

1.4 CONTRACTOR shall bear the cost of shipment for all EQUIPMENTS
AND MATERIALS to the SITE. All imported EQUIPMENT AND MATERIALS shall be
suitably packed for combine sea-land transportation.

1.5 Within the SITE, CONTRACTOR shall unload, transport and store or
handle as otherwise provided by the CONTRACT all EQUIPMENT AND MATERIALS,
and shall be responsible for safeguarding all EQUIPMENT AND MATERIALS until the

EPC -22
date of INITIAL ACCEPTANCE CERTIFICATE in accordance to the Exhibit 4 and
Exhibit 8.

1.6 Main EQUIPMENT AND MATERIALS shall be purchased only from

sources on the VENDOR LIST of at least 3 tentative VENDORS with its quotation which
be approved by the OWNER in accordance with the procedures in the Exhibit 4, Exhibit 8
and Exhibit 14. The CONTRACTOR has the right to select of one Suppler from the above
VENDOR LIST.

1.7 Any main item of EQUIPMENT AND MATERIALS that is not listed in
the VENDOR LIST, CONTRACTOR shall submit OWNER the list of at least 3 tentative
VENDORS with its quotation for OWNER’S review and APPROVAL before carrying out
any related activities thereto.
1.8 Any main items of construction equipment, plant and tools have to have
quality certificates from authorities and OWNER shall review to check before being used
for the WORK in accordance to the Exhibit 4 and Exhibit 8.
1.9 The CONTRACTOR shall provide the OWNER with training and
technical assistance for the OWNER’S personnel during commissioning works of the
PLANT within the SITE.

EPC -23
 Article 9 SITE

9.1 OWNER shall in accordance with the SCHEDULE give the CONTRACTOR access to
and possession of that part of the SITE in order the CONTRACTOR could carry out
construct the building, in accordance with the SCHEDULE.

9.2 CONTRACTOR has no rights to exclusive use any part of site. Other SUB-
CONTRACTOR and authorized agents may be allow to work on site at the same time
when having the permission of OWNER, however the work perform by the other
contractor and/or authorized agents shall not effect the normal performance of the
CONTRACTOR

9.3 During the construction period, CONTRACTOR shall keep the SITE and nearby
premises and areas free from accumulation of waste materials and rubbish and upon
completion of the WORK shall leave the SITE in a clean and orderly condition.
9.4 Before signing in initial acceptance protocol, CONTRACTOR must clear and dismantle
from the site all CONTRACTOR’S means, unused materials, rubbish, temporary buildings
to ensure site is clear, in good conditions, and comply with application environment
regulations.

9.5 CONTRACTOR shall bear the costs and expenses with regards to the provision of
supplies of water, electricity and all other utilities and services required for construction
work of the PLANT within the SITE, and has right use roads to access the SITE,
CONTRACTOR also bear all cost to have means and appliances out of the SITE for
construction work. The OWNER shall create good conditions in order to help
CONTRACTOR in dealing, arranging above matters.
9.6 During the construction period, accomplish WORK and repair fails, CONTRACTOR
shall have to:

a) Ensure the safety for all persons in the SITE, including the SITE (just measure
responsibility rests with CONTRATOR) and the WORK is in order and sensible to prevent
risks for everyone, and

b) Supply and maintain, by his cost, all lights, direction indicator lights, and supervision,
protection, fence within SITE when and where necessary or authorized agents require, to
protect WORK or public safety or other person, and

c) Apply all proper methods to protect environment in and out the WORK in order to
prevent to losses and inconvenient towards person or public property, bring out pollution,
noises or other causes.

9.7 CONTRACTOR shall be responsible completely for exactness, stability and safety of
all works at the SITE and constructional method as stated in Contract.

EPC -24
9.8 CONTRACTOR shall be responsible completely for checking and interpretation all
information about geologic data used in the WORK, including but not limited to the
information provided by OWNER. CONTRACTOR shall have not right complained of
any influences, which are relative to costs for carrying out supplemental surveys about
geologic condition of the SITE and other relative works.
9.9 The OWNER shall not be responsible for any error, inaccuracy or omission of any kind
in the OWNER`S requirement as originally included in the Contract and shall not be
deemed to have given any representation of accuracy or completeness of any data or
information, except as stated below. Any data or information received by the
CONTRACTOR, from OWNER or otherwise, shall not relieve the CONTRACTOR from
his responsibility for the design and execution of the WORKS. However, the OWNER shall
be responsible for the correctness of the following portions of the OWNER`S requirements
and of the following data and information provided by (or on behalf of) the OWNER:
a) Portions, data and information which are stated in the CONTRACT as being immutable
or the responsibility of the OWNER;
b) definitions of intended purposes of the WORKS and any part therefore;
c) Criteria for the testing and performance of the completion of WORKS, and;
d) Portions, data and information which can not be verified by the CONTRACTOR, except
as otherwise stated in the CONTRACT.

9.10 After received and checking the following documents (a), (b) and (c) from OWNER,
the CONTRACTOR represents that he has surveyed and checked the SITE and the vicinity
of the SITE just as relative necessary information. CONTRACTOR represents that he has
full knowledge of:
a) Territory, the nature of the SITE (including geologic condition);

b) Climatic, hydrographic, environmental conditions at the SITE;

c) Scope, inwardness of the work and necessary materials, equipments in order to execute
construction and completing the WORK just as to repair (if any).

9.11 All appliances of CONTRACTOR and temporary buildings supplied by

CONTRACTOR, when access to the SITE, shall in order to construct the WORK only.
CONTRACTOR has to ensure that Certificated Agents checked the main appliances and
they were fully covered by insurances before brought in to the SITE.
9.12 All structures differ from Engineering Record shall were not permitted install unless
be agreed by OWNER. CONTRACTOR shall maintain and repair structures in order to
satisfy OWNER’S requires up to INITIAL ACCEPTANCE.

EPC -25
9.13 CONTRACTOR shall co-ordinate with other SUBCONTRACTORS both on SITE
and elsewhere who may be engaged directly by OWNER for performance of other work on
the SITE, or in the vicinity of the SITE, and afford such other CONTRACTORS access to
the SITE and all reasonable opportunities for carrying out their work.

9.14 CONTRACTOR, SUBCONTRACTORS and VENDORS shall observe and comply

with all above regulations.

EPC -26
 Article 10 MAINTAIN AND CARE OF THE WORKS

10.1 CONTRACTOR shall take full responsibility for the care of all the WORK, including
all EQUIPMENT AND MATERIALS, TEMPORARY FACILITIES and others from the
COMMENCEMENT DATE until the date of INITIAL ACCEPTANCE. CONTRACTOR
also has to be responsible for the care of any parts of the PLANT within SITE as are made
available to him for the performance of the WORKS.

10.2 In the event that any damage, loss or injury shall happen to the WORK, EQUIPMENT
AND MATERIALS or TEMPORARY FACILITIES and to any part of the PLANT whilst
in the care of the CONTRACTOR from any cause whatsoever (save and except the
excepted risks as referred to in Article 10.4), the CONTRACTOR shall at his own cost
repair and make good the same so that at INITIAL ACCEPTANCE the WORK shall be in
good order and condition and in conformity in every respect with the requirements of the
CONTRACT, the PROJECT SPECIFICATION, the ENGINEERING RECORD and the
OWNER'S instructions.
10.3 The CONTRACTOR shall not responsible for the risks as specified in Article 17.3 of
FIDIC, Edition 1999.

10.4 The "excepted risks" is under the Construction "All Risks" Insurance of ARTICLE 14

EPC -27
 Article 11 CO-ORDINATION WITH OWNER AND OTHER EPC
CONTRACTORS

11.1 OWNER is responsible for coordination and supervision of this CONTRACT. Al1
decisions, instructions and approvals issued by OWNER for the CONTRACT
implementation shall be binding on CONTRACTOR.

11.2 OWNER shall have the right to reject EQUIPMENT AND MATERIALS furnished or
WORK performed not in accordance with the CONTRACT.

11.3 Approvals or not approvals technical standards, drawings, materials, equipment etc.,
shall not release the CONTRACTOR of any of his obligations under the CONTRACT.

11.4 OWNER shall have the power to order any section or element of WORK at the SITE
to be halted immediately if in his reasonable judgment such WORK is not being performed
in accordance with the CONTRACT. In particular OWNER may exercise this power in the
event of breaches of safety regulations or procedures, deviations from other APPROVED
procedures or the PROJECT SPECIFICATION, or not accepted by Certifying Agent. In
this case, all corrective actions proposed by CONTRACTOR shall be submitted to
OWNER for approval before executing the WORK. All cost of the work shall be
CONTRACTOR’S responsibility. While if the above mentioned judgment made by the
OWNER are not compliance with Certifying Agent, then he shall bear relevant expenses
arising herewith, as well as delay in SCHEDULE. CONTRACTOR shall provide all
information reasonably requested by OWNER in connection with the WORK promptly
upon request.

11.5 CONTRACTOR shall at the time of submitting the detailed schedules of ARTICLE 7
identify any part of the WORK which he expects to interfere with PLANT operations or
other activities of OWNER or their agents, suppliers or customers, and/or may require
shutdown of operational facilities. OWNER and CONTRACTOR shall then mutually agree
as to when such part of the WORK shall be performed so as to minimize such interference.

11.6 In order to ensure the integrity of other SUB-CONTRACTOR’S construction works or

other services at SITE during CONTRACTOR’S executing of works, CONTRACTOR
shall be responsible for organizing a tripartite meeting of concerning third parties to come
to the final agreement and bring out coordination solutions to minimize the damages.

11.7 CONTRACTOR shall fully implement interface WORKS related to

SUBCONTRACTOR and others. CONTRACTOR shall liaise with the third parties in
compliance with the coordination procedure as defined in the Exhibit 4 of the
CONTRACT.

EPC -28
11.8 CONTRACTOR shall be responsible for coordinating with and provide, support any
necessary data, document, information to other SUB-CONTRACTOR to carry out
OVERALL PROJECT COMMISSIONING and performance test and to perform all
interfacing WORKS as provided in the Exhibit 1 and Exhibit 4. Additionally, as requested
by OWNER requirements CONTRACTOR shall review and comment on documents
prepared and submitted by SUBCONTRACTOR and others. CONTRACTOR shall take
part in the interface-clarifying meeting with SUBCONTRACTOR and others. All expenses
concerning to these interface meetings shall be borne by the CONTRACTOR.

11.9 OWNER shall provide assistances to CONTRACTOR, in so far within his scope,
during the CONTRACTOR’S interface implementing with other contractors or local
organizations (if any).

EPC -29
 Article 12 TRANSPORTATION

12.1 CONTRACTOR shall use every reasonable means to prevent any roads, bridges
leading to the SITE from being damaged by CONTRACTOR or his SUBCONTRACTORS
and in particular shall select routes, choose and use vehicles and restrict and reduce loads
so that traffic jams and unnecessary damage caused to such roads, bridges by moving of
materials, equipment, temporary facilities to and from the SITE shall be minimized.
12.2 In addition CONTRACTOR shall be responsible for any reinstatement consequent
there from the above mentioned damages, including all costs associated therewith of roads,
bridges leading to the SITE in order to enable the movement of equipment and temporary
facilities by CONTRACTOR. Furthermore, CONTRACTOR shall be responsible for
protecting, defending and holding harmless OWNER from and against any and all claims
and proceedings.
12.3 Notwithstanding the provisions of Article 12.1, in case of damage to such roads,
bridges arising from the movement of materials, equipment by CONTRACTOR,
CONTRACTOR shall inform OWNER right after receiving notice or claims from
competent authority. In such case CONTRACTOR shall be responsible for claims,
proceedings and costs arising herewith.

12.4 All activities to perform the WORK and rectification of defects (if such defects may
arise) shall be performed in accordance with requirements mentioned in this CONTRACT
and shall not create any unnecessary interference to:

(a) Community’s convenience; or

(b) Public traffic highways or walkways or create any impact to properties of OWNER or
any other third parties.

12.5 CONTRACTOR shall indemnify, protect, defend and hold harmless OWNER from
and against any and all claims, demands, actions, damages, costs, charges, expenses and
proceedings whatsoever relating to CONTRACTOR’S responsibility.

EPC -30
 Article 13 LIABILITY FOR DEFECTS

13.1 CONTRACTOR guarantees that all WORKS will be in accordance with relevant
Chinese state standards for acceptance, free from defects, and shall be performed in full
accordance with the CONTRACT (including all requirements of the PROJECT
SPECIFICATION, applicable standards and laws). CONTRACTOR guarantees that the
PLANT, including all EQUIPMENT AND MATERIALS, complies with all requirements
of the CONTRACT, in particular the PROJECT SPECIFICATION, and the
ENGINEERING RECORD.

13.2 If at any time before the issue of the INITIAL ACCEPTANCE CERTIFICATE or
within the GURANTEE PERIOD the OWNER shall decide that any part of the PROJECT
or the PLANT is defective or not in accordance with the CONTRACT (all such matters
being hereinafter called "defects"), and gives CONTRACTOR NOTICE of such decision
together with particulars of the alleged defects, the CONTRACTOR shall promptly and at
his own cost investigate the defects and within fourteen (14) days of the OWNER'S
NOTICE submit to OWNER a written proposal for making good or correcting the said
defects. Upon APPROVAL by OWNER of the proposed actions, CONTRACTOR shall
immediately proceed to make good or correct the said defects in the minimum practical
period.

13.3 CONTRACTOR'S obligations hereunder shall include the re-performance of any

defective part of the PLANT, the performance of any omitted part of the PROJECT, the
supply of replacement, supplementary or modified EQUIPMENT AND MATERIALS
and/or the modification or repair of EQUIPMENT AND MATERIALS, including re-
construction, re-erection, provision of field labor, supervision and all related services
including TEMPORARY FACILITIES where necessary so as to correct such defects. All
costs and expenses consequent therefrom or incidental thereto shall be borne by
CONTRACTOR.

13.4 If CONTRACTOR fails to provide a proposal for rectification of defects according to

Article 13.2 and fails to initiate corrective action pursuant to his obligations under this
ARTICLE 13. OWNER shall have the right to correct or to employ others to correct the
PLANT. All costs and expenses consequent therefrom or incidental thereto shall be borne
by CONTRACTOR.
13.5 CONTRACTOR shall ensure that the guarantee period for his construction WORK for
plant is 12 (twelve) months after the day of the INITIAL ACCEPTANCE.

13.6 CONTRACT is responsible for guarantees WORK accordance with the laws of
Vietnam and standard regulations of China shipbuilding industry in design, construction,
acceptance, etc as such laws and regulations shall from time to time be in effect.

13.7 If CONTRACTOR amends or substitutes some items of the work in his period of

EPC -31
guarantee, then all guarantee, amending and substitute expenses shall be paid by
CONTRACTOR, if it is responsibility of CONTRACTOR.

EPC -32
 ARTICLE 14：INSURANCE

14.1 CONTRACTOR shall obtain and furnish OWNER within 30 days from EFFECTIVE
DATE with insurances relating to construction process, for all construction period as
required by Vietnamese applicable laws. CONTRACTOR shall affect all insurances with
one of Vietnamese/or Chinese famous Insurance Companies including but not limited to:
All risks insurance covering construction and erection of all works (excluding machinery,
construction facilities and other property owned, cared by CONTRACTOR) in respect of
material loss arising from the commencement of the WORK till construction completion,
including commissioning and warrantee period. Insurance premium is included in the
CONTRACT PRICE.
Insurance in respect of materials, machinery, and construction facilities managed or owned
by CONTRACTOR to provide full replacement value of such machinery, facilities.

(a) Marine and inland transit insurance for all machinery, equipment, and material in
connection with the performance of the WORK.

(b) Third Party damage and liability insurance in respect of motor vehicles in connection
with the performance of the WORK hereunder with limit of liability and coverage as
required by Vietnamese law.

(c) Third Party Liability Insurance with the limit of liability of not less than US$
5,000,000 any one occurrence arising out of the execution of the WORK to cover legal
liability in respect of accidental personal injury or accidental loss of or damage to
property of Third Parties. This insurance shall include Cross Liability Article.
(d) Insurance in respect of CONTRACTOR’S workmen.
(g) Construction Insurance for the Dry Dock should be excluded from the total
Construction Insurance of the whole EPC Contract.

14.2 CONTRACTOR shall entitle OWNER and SUBCONTRACTORS and others related
to the WORK as insured Parties or additional insured Parties in insurance policies
stipulated in Article14.1. Furthermore, CONTRACTOR shall obtain from insurers waiver
of rights of subrogation and other rights against all said Parties.
14.3 All loss and damage within deductible amounts and loss in excess of the limit of
liability under insurance policies stated in Article 14.2 shall be for the account and paid by
CONTRACTOR.

14.4 Mentioned requirements as above are also obligatory for SUBCONTRACTORS, and
CONTRACTOR shall oblige SUBCONTRACTORS to obtain said above insurances in
connection with objects managed, owned by SUBCONTRACTORS.。

14.5 In case CONTRACTOR fail to furnish with insurances stipulated in Article 14.1,

EPC -33
OWNER shall be entitled to effect said insurance and all costs connected with effecting
said insurances shall be deducted from the amount paid to CONTRACTOR under this
CONTRACT.

EPC -34
 ARTICLE 15: CERTIFYING AGENT

15.1 For the purpose of ensuring the safety WORK, CONTRACTOR shall hire and
responsible for signing a SUB-CONTRACT with the CERTIFYING AGENT, who shall
resolve all matters relating to such purpose and issue to the OWNER a certificate of fitness
for the whole PLANT.

15.2 Before submit to the OWNER for approval all engineering calculation and design
drawings, CONTRACTOR has to submit and get approved by the CERTIFYING AGENT
in accordance to the SCHEDULE in the form as given in Exhibit 2. CONTRACTOR shall
supply all necessary related information of the WORK to CERTIFYING AGENT to
perform a verification and investigation.

15.3 The CONTRACTOR shall be solely responsible for the matter of CERTIFYING
AGENT and shall carry out the works in strict compliance with requirements of the
CERTIFYING AGENT. “Scope of Work” of CERTIFYING AGENT in the form as given
in Exhibit 1.
15.4 The CERTIFYING AGENT shall work with the OWNER and the CONTRACTOR to
define the certification requirements for the EQUIPMENT AND MATERIALS to be
purchased under the CONTRACT. The CONTRACTOR shall be responsible for preparing
the resulting specifications for inclusion in the equipment list.

15.5 The CERTIFYING AGENT shall regularly examine the works and its EQUIPMENT
AND MATERIALS to ensure their conformity with the CONTRACT and to check for
damage/defects during fabrication, sea-fastening, load-out, installation and
COMMISSIONING activities etc. In the event that the PLANT and EQUIPMENT AND
MATERIALS are found not in compliance with the CONTRACT of suffused
damage/defects according to the result of such examination, the CONTRACTOR shall
carry out the Non-Destructive Testing or any other tests which are necessary to assess the
extent of such damage/defects and the required repair with no cost to the OWNER and no
time impact on the date of the INITIAL ACCEPTANCE CERTIFICATE.
15.6 Upon completion of the WORKS in strict accordance with the CONTRACT and
certification requirement, a certificate of fitness for the whole PLANT shall be issued to the
OWNER by the CERTIFYING AGENT certifying that the PLANT has been successfully
performed by the CONTRACTOR and approved by the CERTIFYING AGENT in full
compliance with the CONTRACT, and the CERTIFYING AGENT’S procedures itself, and
safety and fitness for the designed purpose.

15.7 The CONTRACTOR acknowledges that the impact on the CONTRACT PRICE,
SCHEDULE, manning levels, the performance and progress of the works, as a result of his
compliance with the requirement of the CERTIFYING AGENT, has already contemplated

EPC -35
and included by the CONTRACTOR in the CONTRACT. Accordingly, the
CONTRACTOR shall not be entitled to any rise to the CONTRACT PRICE or to any time
extension to the date of the INITIAL ACCEPTANCE CERTIFICATE as far as such
rise/extension arises out of the CONTRACTOR’S compliance with the requirement of the
CERTIFYING AGENT.
15.8 The CONTRACTOR shall do necessary costs and expenses with concerning by the
CERTIFYING AGENT under the CONTRACT.

15.9 Approval of CONTRACTOR’S DRAWINGS by the CERTIFYING AGENT and/or

OWNER hereunder shall not release the CONTRACTOR of any of his obligations under
the CONTRACT.

15.10 CONTRACTOR shall select a CERTIFYING AGENT from the list approved by
OWNER

ARTICLE 16: COMPLETION AND ACCEPTANCE

EPC -36
16.1 Upon final completion the WORK in strictly according to progress and technical
requirements as defined in Exhibit 2, Exhibit 1 and Exhibit 4. CONTRACTOR shall inform
the completion of the WORK in writing to OWNER and attach PARTIAL ACCEPTANCE
CERTIFICATE in the form as given in Exhibit 7. Within fourteen (14) days of receiving
the NOTICE of CONTRACTOR, OWNER shall:
16.1.1 Inform to CONTRACTOR the acceptance of completion of the WORK and sign
PARTIAL ACCEPTANCE CERTIFICATES in the format given in Exhibit 7; or

16.1.2 Inform to CONTRACTOR the unaccepted completion of the WORK and require
CONTRACTOR for regulating or amending. Upon completion of regulating or amending
in strictly compliance with OWNER requirements, CONTRACTOR shall resubmit to
OWNER in the order as stated in above Article 16.1. OWNER shall execute steps as
defined Article 16.1.1.

16.2 Upon final completion of the PLANT in strictly accordance with technical
requirements and progress as defined in Exhibit 2, CONTRACTOR shall inform the
completion of the PLANT in writing to OWNER and attach INITIAL ACCEPTANCE
CERTIFICATE in the form as given in Exhibit 7. OWNER shall within 14 days after
received such writing information from the CONTRACTOR:

16.2.1 Inform to CONTRACTOR the acceptance of completion of the WORK and sign
INITIAL ACCEPTANCE CERTIFICATES in the format given in Exhibit 7; or
16.2.2 Inform to CONTRACTOR the unaccepted completion of the WORK and require
CONTRACTOR for regulating or amending. Upon completion of regulating or amending
in strictly compliance with OWNER requirements, CONTRACTOR shall resubmit to
OWNER in the order as stated in above Article 16.2. OWNER shall execute steps as
defined Article 16.2.1.

16.3 Before OWNER sign INITIAL ACCEPTANCE CERTIFICATE, CONTRACTOR

shall submit to OWNER Certificates of Safety and Fitness issued by CERTIFYING
AGENT. Within 30 days after OWNER sign INITIAL ACCEPTANCE CERTIFICATE,
CONTRACTOR shall handover whole PLANT to OWNER and shall be responsible for
guarantees that all WORK as defined ARTICLE 13, the CONTRACTOR shall inform the
OWNER in writing to proceed with the application for a hand-over certificate in terms of
the WORK or section wise, within 28 days upon receiving such notice from the
CONTRACTOR the OWNER shall issue the hand-over certificate.

16.4 CONTRACTOR shall inform OWNER upon completing of the guarantee period (12
months), with FINAL ACCEPTANCE CERTIFICATES in the format given in Exhibit 7.
OWNER shall :

EPC -37
16.4.1 Inform to CONTRACTOR the acceptance of completion of the PLANT and sign
FINAL ACCEPTANCE CERTIFICATES in the format given in Exhibit 7 within 28 days
after receiving such notice from the CONTRACTOR, or

16.4.2 Inform to CONTRACTOR the unaccepted completion of the PLANT and require
CONTRACTOR for regulating or amending. Upon completion of regulating or amending
in strictly compliance with OWNER requirements, CONTRACTOR shall resubmit to
OWNER in the order as stated in above Article 16.4.OWNER shall execute steps as
defined Article 16.4.1.

EPC -38
 ARTICLE 17: LIQUIDATED DAMAGES

17.1 If the WORKS items executed by the CONTRACTOR are not in agreement with the
design or construction process, which fails to ensure the quality of the PLANT, the
CONTRACTOR should remove the inappropriate items and re-construct it without
affection on the registered overall progress of the project.

17.2 Except in the case of Force Majeure under Article 18 and CHANGE of WORK under
Article 20, if the WORKS progress is being delayed without objective reasons approved by
the OWNER, the CONTRACTOR should bear penalty and liquidated damages in the
following cases:
a) Delay in the completion of the WORK: the WORK could not be successfully completed
by the CONTRACTOR before the required Time for Completion as stated in ARTICLE 7.

b) Delay in elimination of defects: the CONTRACTOR fails to eliminate the defects

within the stipulated period as stated in ARTICLE 13

c) Delay in the achievement of working milestones: the CONTRACTOR fails to achieve

the milestones at the required time as stated in Exhibit 2 of the CONTRACT.

17.3 The amount of the agreed and liquidated damages will be calculated using the agreed
and unchangeable rate of 0.02% of the CONTRACT PRICE for each calendar day for
default stipulated in Article 17.2 (a).

17.4 The amount of the agreed and liquidated damages will be calculated using the agreed
and unchangeable rate of 0.02% of the value of the default WORK of the CONTRACT for
each calendar day for default stipulated in Article 17.2 (b)(c).
17.5 The total amount of agreed and liquidated damages in 17.2 shall not exceed 10 % (ten
percent) of the CONTRACT PRICE stipulated in 4.1 of the CONTRACT.

17.6 The amount of the agreed and liquidated damages for default stipulated in 17.2 (c)
shall be reimbursed to the CONTRACTOR after signing the INITIAL ACCEPTANCE
PROTOCOL provided that the overall WORK is completed at the required Time for
Completion as stated in ARTICLE 7 of the CONTRACT.

17.7 Besides the above mentioned liquidated damages, in the event of default of the
CONTRACTOR’S quality assurance obligation, the CONTRACTOR must reimburse to

EPC -39
the OWNER the full costs arising out of or in conjunction with such default and damages
thereof.
17.8 The amount of agreed and liquidated damages is to be deducted by the OWNER from
the CONTRACTOR'S invoices upon receipt of the OWNER’S request.

17.9 Such payment of liquidated damages or deduction, set-off thereof shall not relieve the
CONRTRACTOR from its other obligations and responsibilities under the contract.

EPC -40
 ARTICLE 18: FORCE MAJEURE

18.1 Force Majeure shall mean any unforeseen event or circumstance beyond the control of
either of the parties hereto and which results in the default of the parity obligations under
the CONTRACT. The time for execution of respective obligations and completion of the
WORK and all other relevant periods shall be extended commensurate with any delay or
delays in performance by either CONTRACTOR or OWNER when such delay is caused by
Force Majeure. Force majeure shall include, but not limited to, the following events and
circumstances:
Flood, earthquake, Tsunami, hurricane, typhoon,;
b) Strikes, lockouts, direct or indirect acts of sabotages;

c) Wars, terrorism acts, riot, civil commotion or unrest, military action, insurrection;

18.2 Force Majeure shall not include the followings:

a)Any failure of supply in a timely manner of suitable workmanships and labours required
for the WORK;

b) The impact of covenants and commitments between the CONTRACTOR with a third
party on the execution of the WORK under the CONTRACT;

c) Shortages of building materials, fuels, workmanship...

d) Deliberate or negligent act of parties, related subcontracts...

18.3 If the performance and execution of parties ‘obligations under the CONTRACT is
delayed or prevented by Force Majeure, the default party (asserted party) must give
NOTICE to the other as soon as possible. A delivery of NOTICE later than fourteen (14)
days from the occurrence thereof shall deprive the default party of its rights of declare the
constitution of Force Majeure under this Article.

18.4 The parties hereto shall use its best endeavors to eliminate mitigate and minimize the
consequences of such Force Majeure as soon as possible. In the case of the impossibility of
overcoming the consequences thereof, parties shall consult each other immediately to agree
upon the appropriate solution taking account of the mutual benefits.
18.5 If the cumulative duration of any period or periods of Force Majeure exceeds one
hundred and eighty (180) days, the parties shall be entitled to terminate all or part of the

EPC -41
WORK under the CONTRACT. Upon such termination, the OWNER shall pay to the
CONTRACTOR:
a) the amount payable for any work carried out for which a price is stated in the Contract;

b) The Cost of PLANT and Material ordered for the WORKS which have been delivered to
the CONTRACTOR, or of which the CONTRACTOR is liable to accept delivery: this
PLANT and Material shall become the property of (and be at the risk of) the OWNER
when paid for by the OWNER; and the CONTRACTOR shall place the same at the
OWNER’S disposal;

c) Any other Cost or liability which in the circumstances was reasonably incurred by the
CONTRACTOT in the exception of completing the WORKS.

d) The cost of removal of Temporary WORKS and CONTRACTOR’S equipment from the
SITE and the return of these items to CONTRACTOR’S works in his country (or to any
other destination at no greater cost); and

e) The cost of repatriation of the CONTRACTOR’S staff and labor employed wholly in
connection with the WORKS at the date of termination.

18.6 The asserted party must justify to the other party the occurrence of events and
circumstances as prescribes in Article 18.1, and if requested, must submit a certificate
issued by the Chamber of Industry and Commerce of Vietnam and/or ICC of China
whereby the occurrence thereof and the period thereof are stated clearly.

18.7 Neither of parties shall be incurred, be in charge of the losses or damages or delays
caused by the default of the performance of its obligations due to the force majeure
stipulated in Article 18.1.

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 ARTICLE 19: INDEMNIFICATION
19.1 CONTRACTOR shall indemnify, protect, defend and hold harmless OWNER from
and against any and all claims, demands, actions, damages, costs, charges, expenses and
proceedings whatsoever by:

a) Third parties, or
b) Any member of CONTRACTOR GROUP or their legal representatives, heirs or
assigns, in respect of:

(i) Injury, bodily injury, death, loss, damage, property damage or loss suffered by a) or
b) above arising out of or in connection with the performance of WORK, or.

(ii) Injury, bodily injury, death, loss, damage, property damage or loss suffered by a) or
b) above arising out of the OWNER-ship, maintenance, use or operation of motor vehicles
by any member of CONTRACTOR GROUP in connection with the performance of the
WORK.

19.2 CONTRACTOR shall indemnify, protect, defend and hold harmless OWNER and
other parties associated with OWNER involved in work on, or adjacent to, the SITE against
all loss or damage to construction plant, equipment or materials or TEMPORARY
FACILITIES or all other things owned, hired, used or provided by the CONTRACTOR
GROUP and used in connection with the performance of the WORK.

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 ARTICLE 20: CHANGES IN THE WORKS

20.1 The CONTRACTOR shall not be entitled to adjust to make any changes in the WORK
unless otherwise authorized expressly by OWNER in writing by OWNER.

20.2 The technical specifications and the scope of WORK as stipulated in the Exhibit 1 of
the CONTRACT, the CONTRACT PRICE and/or the SCHEDULE shall be adjusted only
as expressly provided by authorization given in writing by OWNER to CONTRACTOR,
specifying such adjustment. Such authorizations are referred to as CHANGES IN THE
WORK.

20.3 A CHANGE IN THE WORK may be issued in respect of:

a) A request by OWNER for modification or addition or deletion to the WORK,

provided in Article 20.4 or

b) The discoveries of underground obstructions, on the SITE (but not merely variations in
soils conditions from those anticipated), directly affect the WORK and could not
reasonably have been foreseen by the CONTRACTOR.

c) Changes of legislation: such kind of legislation refer to all law, regulations which are
required CHANGE of WORK under this CONTRACT.

20.4 OWNER shall have the right to request in writing deletions or modifications in any
part of the WORK and additional work in connection therewith 。OWNER shall bear the
additional costs such arise to the CONTRACTOR, except the cases as specified in Article
20.5. The CONTRACTOR shall executed and be bound by each Variation, unless the
CONTRACTOR promptly gives notice to the OWNER stating (with supporting
particulars) that (i) the CONTRACTOR cannot readily obtain the Goods required for the
Variation, (ii) it will reduce the safety or suitability of the WORK, (iii) it will have an
adverse impact on the achievement of the Performance Bond. Upon receiving this notice,
the OWNER shall cancel, confirm or vary the instruction.

20.4.1 CONTRACTOR shall, subject to the procedures contained in Exhibit 4 and within
fourteen (14) days of OWNER'S request:

a) Submit in writing the descriptions of such deletion, modification and/or additional

WORK, the detailed plan for implementation thereof.

b) Either submit a statement estimating the possible impacts of such deletion, modification

EPC -44
and/or additional WORK on the SCHEDULE and the performance of CONTRACTOR’S
obligations under the CONTRACT

c) Submit the estimate of the adjusted changes in CONTRACT PRICE for such deletion,
modification and/or additional WORK.

20.4.2 Following review of such estimate and statement, OWNER shall decide whether to
proceed with the modification, deletion or addition. CONTRACTOR shall, if so instructed,
proceed to prepare and submit within twenty-one (21) days a firm lump sum increase or
decrease to the CONTRACT PRICE for such modifications, deletions and/or additions
together with the effect on CONTRACTOR'S warranties and guarantees and/or
SCHEDULE. After review of such proposal, and any modifications thereto which may be
made by mutual agreement, OWNER shall authorize a CHANGE IN THE WORK
accordingly. In the event that OWNER disagrees, then he shall pay to the CONTRACTOR
reasonable expenses upon agreed by the Parties.

20.5 No modifications and/or deletions to any part of the WORK, additional work in
connection therewith shall result in any increase of the CONTRACT PRICE and/or any
adjustment to the SCHEDULE, when any such modifications, deletions and/or additions
are required:
a) As a direct result of acts or omissions of any member of CONTRACTOR GROUP
including but not restricted to non-compliance with the terms and conditions of their
respective contracts; or

b) To correct failure by any member of CONTRACTOR GROUP to perform their

respective work in accordance with the requirements of the CONTRACT such as but not
limited to errors, omissions, faulty design and engineering, faulty workmanship in
construction and commissioning or delays in performance; or

c) To implement alterations and adjustments to the design of the PLANT if not compliance
with the scope of the PROJECT or which are required for the logical completion of design
in accordance with the PROJECT SPECIFICATION and the normal standards of
professional process plant engineering including alterations and adjustments required for
operation and maintenance and/or safety.

20.6 Should CONTRACTOR consider that any of the circumstances identified in Article
20.3 have occurred which may entitle CONTRACTOR to the issue of a CHANGE IN THE
WORK, CONTRACTOR shall so notify OWNER in writing within seven (7) days of such
occurrence. Such notification shall include a brief definition of the claim, clearly
identifying the event (such as an instruction by OWNER), forms the basis of the claim. If

EPC -45
OWNER agrees with such notification then CONTRACTOR upon instruction by OWNER
shall proceed according to Article 20.4. Should CONTRACTOR fail to notify OWNER as
provided above, no subsequent CHANGE IN THE WORK will be permitted in respect of
such request or occurrence.

20.7 All applicable provisions of the CONTRACT shall apply to CHANGES IN THE
WORK, and unless specifically otherwise agreed all changes in the CONTRACT PRICE
shall be calculated strictly in accordance with appendix 6. In the absence of the price units
as defined in Exhibit 6, parties shall agree on the applicable price units and submit to the
authorities for approval.

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 ARTICLE 21: REPAYMENT GUARANTEE PERFORMANCE
BONND, AND WARRANTY BOND
21.1 The CONTRACTOR shall furnish a Repayment Guarantee covering in the amount of
15% of CONTRACT PRICE as soon as possible after singing the CONTRACT.

21.2 The Repayment Guarantee shall be full effectiveness until:

a) the OWNER issued a PROVISIONAL ACCEPTANCE CERTIFICATE to certify that

not less than 15% of WORKS of the PLANT has been done by CONTRACTOR; and

b)a Performance Bond have been received by OWNER, Such bond and guarantee shall be
in the forms of Exhibit 7.

21.3 Within 14 days after receiving full amount of down payment, CONTRACTOR shall
furnish a Performance Bond covering in the amount of 10% of CONTRACT PRICE.
Performance Bond shall be full of effectiveness until OWNER received Warrantee Bond as
specified in article 21.5. Such bond shall be in the forms of Exhibit 7.

21.4 If the final acceptance protocol has not been signed at the end of the validity period of
the Performance Bond before issuance of the FINAL ACCEPTANCE CERTIFICATE,
CONTRACTOR shall instruct immediately the issuing bank to extend these validity
periods accordingly to the deemed date of signing such CERTIFICATES.

21.5 The CONTRACTOR shall provide OWNER a Warranty Bond amounting to five
percent (5%) of the CONTRAC PRICE upon signing of the INITIAL ACCEPTANCE
CERTIFICATE. The Warranty Bond shall remain effective until the expire the warranty
period and the FINAL ACCEPTANCE CERTIFICATE has been issued.

21.6 The wording of all Bonds and Guarantees shall be later agreed by the relevant Banks
of the Parties. All the costs of issuing and extending such bank guarantees except Payment
Guarantee shall be borne by the CONTRACTOR.

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 ARTICLE 22: SUSPENSION
22.1 At any time, the OWNER may by a notice require CONTRACTOR to suspend all or
any part of WORK solely for the convenience of OWNER for a relevant date. In this case
the relevant dates on the SCHEDULE shall be extended accordingly. In the event that the
suspension of all or any WORK by OWNER not appropriate reasonable, OWNER shall
bear for expenses and the lost to the CONTRACTOR consequent therefrom.
CONTRACTOR shall take all necessary measures to protect the PLANT and
EQUIPMENT AND MATERIALS against any deterioration, loss or damage during any
period of suspension.

22.2 OWNER shall be entitled to suspend all or part of the WORK if the CONTRACTOR
shall be in default in performance of any of the obligations or conditions of this
CONTRACT and such default shall have continued for twenty (20) days after OWNER'S
notice to that effect. In the case of such suspension for default, no compensation or
adjustment to the SCHEDULE shall be granted to CONTRACTOR as far as such default
continues.

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 ARTICLE 23: TERMINATION

23.1 OWNER may terminate WORK under this CONTRACT by the following cases:

a) CONTRACTOR has delayed in completion of the working drawing design exceeding 90

days in accordance with Article 6.18。

b) CONTRACTOR has delayed in completion and commissions the PLANT exceeding 90

days in accordance with Article 7.1 of the CONTRACT.

c) According to Article 18.5 (Force Majeure), or

d) CONTRACTOR becomes bankrupt or insolvent, or

e) CONTRACTOR assigns the CONTRACT or SUBCONTRACTS the whole of the

WORK without OWNER’S prior approval, or

f) Should CONTRACTOR commit breaches of any Article of this CONTRACT in which

case without reasonable excuse the CONTRACTOR fails to proceed the WORK and fails
to remedy any default within 30 days from the date of OWNER’S notification, which shall
caused substantial damage or ir-realization to the PLANT and OWNER under the
CONTRACT

If any above mentioned events or circumstances, the OWNER may upon giving 14 days’
notice to the CONTRACTOR, terminate the CONTRACT and expel the CONTRACTOR
from the SITE, However, in the case of sub-paragraph (d) or (e) the OWNER may by
notice terminate the CONTRACTOR immediately.

23.2 If the WORK is terminated, OWNER shall immediately not pay any of sums to the
CONTRACTOR except as specified in Articles 23.4, 23.5 and 23.6.

23.3 In despite of the payments mentioned in ARTICLE 23, In the event of termination
pursuant to Article 23.1 (a), (b), (d), (e), (f) above OWNER shall be entitled to inherit all
the Performance Bond as specified in Article 21.1 of this CONTRACT.

23.4 In the event of termination pursuant to Article 23.1 (c) OWNER shall adequately pay
and compensate CONTRACTOR for any part of the WORK performed and completed by
CONTRACTOR until the time of termination and accepted by OWNER.
23.5 If the WORK is terminated pursuant to Article 23.1 (a), (b), (d), (e), (f) above which
occurs before achieving of the acceptance certificate, the PARTIES shall mutually consent
and agree for the PARTIES’ remaining obligations, rights, and if the PARTIES have failed
to achieve such a consent within sixty (60) days from the date of termination then any
PARTY shall have to abide by adjudication and arbitration of a nominated Adjudicator of
Economy. In such event, OWNER may itself employ any other CONTRACTOR to
complete the WORK or the PROJECT. CONTRACTOR shall make compensation to the

EPC -49
OWNER for nay extra cost incurred by the OWNER as a result of such early termination.
Such compensation shall be equal to the amount exceeding the value of remaining WORK
in the Contract, provided that the CONTRACTOR not received yet the principal payment
as stipulated in Payment Agreement.
23.6 After notice of termination under Article 23.1 has take effect, the OWNER may:
23.6 根据第 23.1 款，在终止合同的通知生效后，业主可以：

23.7 (a) proceed in accordance with Article 17

(b) with-hold further payments to the CONTRACTOR until the costs of design,
execution, completion and remedying of any defects, damages for delay in
completion (if any), and other costs incurred by the OWNER, have been
established, and/or;
(c) Recover from the CONTRACTOR any losses and damages incurred by the
OWNER and any extra costs of completing the WORKS, after allowing for any sum due to
the CONTRACTOR under Article 23.1. After recovering any such losses, damages and
extra costs, the OWNER shall pay balance to the CONTRACTOR.
23.8 Within 30 days from the time of termination, the CONTRACTOR shall whether, by its
own costs and obligations, remove from the SITE all CONTRACTOR’S personnel and
property or continue the WORK according to requirements of the CONTRACT.

23.9 Except to the extent that it is prohibited by law, if required by OWNER, within thirty
(30) days from the date of termination, CONTRACTOR shall assign to OWNER all or any
rights under purchase orders or SUBCONTRACTS.
23.10 The CONTRACTOR shall be entitled to terminate the CONTRACT by giving 14
days’ notice to the OWNER if:
a) OWNER substantially fails to perform his obligations under this CONTRACT.
b) OWNER assigns the CONTRACT or SUBCONTRACTS the whole of the WORK to
other Party.
c) OWNER becomes bankrupt or insolvent.

The termination of the CONTRACT for the above cases (a), (b) and (c) shall not prejudice
any other right of CONTRACTOR under the CONTRACT or otherwise and the OWNER
shall pay the remedy to the CONTRACTOR amounting to the ten percent (10%) of the
CONTRACT PRICE.

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 ARTICLE 24: SUBCONTRACTOR

24.1 CONTRACTOR shall not enter into any SUBCONTRACTORS for performance of
main part of the WORK other than those listed in the Exhibit 1; Exhibit 3 and Exhibit 14
without prior approval of OWNER. No assignment or subcontract, whether or not approved
by OWNER, shall release the CONTRACTOR from any of his liabilities or obligations
under this CONTRACT. CONTRACTOR shall be fully responsible for the acts, omissions,
defaults, and negligence of any of his SUBCONTRACTORS.

24.2 ONTRACTOR shall provide such information as OWNER may request as to the
qualifications and capability of any proposed SUBCONTRACTOR prior to issuing such
approval. OWNER shall have the right of access to and of information from the above
SUBCONTRACTOR(s) with respect to the execution of the WORK. CONTRACTOR
shall supply sufficient personnel at SUBCONTRACTOR'S location(s) to effect this
requirement.

24.3 CONTRACTOR shall be responsible for WORK performed by

SUBCONTRACTORS and all other parties engaged by CONTRACTOR for the WORK
just as if CONTRACTOR had performed such WORK.

24.4 If SUBCONTRACTOR performs the WORK or procures the MATERIAL AND

EQUIPMENT which his liabilities have been extended over the liability period of the
CONTRACT then CONTRACTOR, at any time after the liability period of the
CONTRACT, shall assign to OWNER all rights due to extending of
SUBCONTRACTOR’S liabilities.

24.5 CONTRACTOR shall submit to OWNER SUBCONTRACTOR’S scope of work and

SUBCONTRACT price of main part of the WORK. No assignment or sub-
CONTRACTOR, whether or not approved by OWNER, shall release the CONTRACTOR
from any of his liabilities or obligations under this CONTRACT.

24.6 Should any SUBCONTRACTOR commit breaches of Vietnamese Law, or of the

approved safety procedure and safety/security regulations, or fail to meet require standards
of quality, OWNER may require CONTRACTOR to take such measures as may be agreed
and APPROVED to rectify the situation. If such measures fail to correct the situation,
OWNER may require CONTRACTOR to terminate such SUBCONTRACT.
CONTRACTOR shall ensure that the terms of all SUBCONTRACTS include a
requirement to comply with the APPROVED safety policy and procedure, and other
approved procedures.

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 ARTICLE 25: CONTRACTOR’S PERSONNEL

25.1 CONTRACTOR shall employ all necessary competent and qualified technical,
supervisory and administrative personnel to ensure execution and completion of the
PLANT.

25.2 The Project Director and other key CONTRACTOR'S staff shall be those persons as
shown in the PROJECT EXECUTION PLAN of Exhibit III, which nominations have been
approved by OWNER. CONTRACTOR shall obtain OWNER'S approval before replacing
any key staff or appointing additional key staff. The OWNER shall duly approve thereof if
without necessary reason. CONTRACTOR shall use his best endeavors to ensure that the
key personnel shall continue to be employed on the WORK for so long as the project
requires.

25.3 Should it appear that, in OWNER'S reasonable opinion, the CONTRACTOR’S

organization is inadequate in number or quality then OWNER may give CONTRACTOR a
written notice thereof. As required by OWNER, CONTRACTOR shall provide the
necessary additional personnel or substitutions which provision shall not entitle
CONTRACTOR to an increase in the CONTRACT PRICE.

25.4 CONTRACTOR shall make a necessary arrangement himself to employ all necessary
personnel and to provide other services. CONTRACTOR shall be responsible for any cost
associated therewith of accommodation, transportation at the SITE and between the SITE
and living accommodation ...etc in accordance with Vietnamese applicable Law.

25.5 CONTRACTOR shall not be entitled to employ any of OWNER’S personnel, staff.

25.6 CONTRACTOR shall provide a authorized Safety Manager, who shall reside within
daily access of the SITE, and shall be continuously available at all times. The Safety
Manager shall be authorized to give on behalf of CONTRACTOR all instructions as may
be necessary to ensure that the WORK on SITE is carried out in a safe manner as required
by the PROJECT SPECIFICATION and the safety policy and procedure prepared by
CONTRACTOR and approved by OWNER.

25.7 CONTRACTOR shall promptly and particularly inform OWNER if any accident
happens. In the event of occurring serious accidents or death of the personnel due to such
accident, CONTRACTOR shall immediately notify to OWNER.
25.8 CONTRACTOR shall reasonably caution and warn his personnel, staffs, workmen
and members to prevent any riot, disturbance or violation of laws, regulations.
25.9 CONTRACTOR shall provide such reasonable information about CONTRACTOR'S,
VENDORS' and SUBCONTRACTORS' staff and labor retained or furnished by
CONTRACTOR for work at the SITE. CONTRACTOR shall submit monthly to OWNER
a list showing the names or badge numbers and job classifications of all personnel provided
for work at SITE in the previous period.

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25.10 CONTRACTOR shall submit to OWNER all qualification certificates of
CONTRACTOR’S key staff, except the local normal workers prior to the commencement
of WORK in accordance with PROJECT SPECIFICATION and in the form of Exhibit 12.

25.11 CONTRACTOR shall abide by and comply with all policies, regulations of
Vietnamese labor laws and local Authority.

25.12 The Owner shall assist the Contractor to obtain the necessary legal license(s),
permit(s) and /or certificate(s) for his staff working and residing in Vietnam

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 ARTICLE 26: STATUTORY OBLIGATIONS
26.1 In the execution and performance of the WORK, the PARTIES shall abide by and
comply with all applicable laws, governmental regulations, ordinances, rulings and orders
of the State of Vietnam and of any other local authority, which relate to the erection and
completion of the PLANT.

26.2 OWNER shall assists CONTRACTOR for obtaining from the government agencies, at
CONTRACTOR own expense, fire and gas prevent and protection licenses/permits,
lightning protection licenses/permits, environmental certificate for the erection of the
PLANT.

26.3 CONTRACTOR shall provide at his own expense all inspection certificates and other
certification required by government agencies relating to the use of CONTRACTOR'S
facilities and construction equipments. At any time before commencement or during the
execution and performance of the WORK, OWNER may require CONTRACTOR to
present such certificates.

26.4 OWNER shall apply the CONTRACT to the Vietnamese Authorities to get the
relevant import licenses, while CONTRACTOR shall responsibility for customs clearance.
CONTRACTOR shall pay all duties/taxes, expenses, charge, cost in respect of the
importation of all EQUIPMENT AND MATERIALS, temporary facilities, construction
equipment and other items required for the erection of the PLANT.

26.5 CONTRACTOR shall observe and comply with all rules and regulations in Vietnam
which may be applicable in connection with the import, export, control of explosives and
poisons, storage, warehousing, transportation, radio communication equipments.
CONTRACTOR shall make necessary arrangements for customs clearance, payment of
any taxes, duties, expenses, charge, and cost for re-exported items.

26.6 OWNER will provide reasonable assistance to CONTRACTOR in obtaining the

import licenses, customs clearances for the importation of EQUIPMENT AND
MATERIAL of the PLANT.

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 ARTICLE 27: GENERAL ARTICLE

27.1 This CONTRACT shall be effective and legally binding immediately the following
have occurred:

(a) the relevant Authorities of both Parties have ratified the CONTRACT, and the Board of
Management of both Parties approved the CONTRACT;

(b) The Repayment Guarantee issued by CONTRACTOR’S Bank against the Advance
payment and;

(c) The Advanced Payment has been made by OWNER;

(d) PAYMENT GUARANTEE covering in the amount of 85% of CONTRACT PRICE

issued by Ministry of Finance of Vietnam as specified in PAYMENT AGREEMENT NO.:
VINASHIN/YMC-TRANSTECH/DQ-002 dated 25th November 2005. Such bond shall be
in the forms of Annex 3 of PAYMENT AGREEMENT.
27.2 This CONTRACT shall be amended only by a specific agreement in writing and duly
signed by authorized Director(s) of OWNER and by authorized representative(s) of
CONTRACTOR.

27.3 All communications between the PARTIES shall be made legally and formally
according to the address as specified in preamble of this CONTRACT.

27.4 This CONTRACT shall be governed and construed in accordance with the law of
Vietnam.

27.5 All disputes, controversies of differences which may arise between the OWNER and
the CONTRACTOR, out of or in relation to or in connection with the Contract, or for the
breach thereof, shall be finally settled by arbitration in Singapore at Singapore International
Arbitration Center (SIAC) in accordance with its Rules. The award rendered by t he
arbitration shall be final and biding upon both parties.

27.6 If, due to whatever reasons, any one or more of the above conditions fail to be fulfilled
within ninety (90) days of signing of this CONTRACT and it’s documents, then this
CONTRACT shall be made null and void, having no effect whatsoever, unless otherwise
mutually agreed.
27.7 Other terms and conditions which are not mentioned in this CONTRACT shall refer to
the FIDIC, Edition 1999.
27.8 This CONTRACT shall be executed in the English language. All communication in
connection with this CONTRACT and its performance shall also be in English language.

27.9 The CONTRACT shall be made in fourteen (14) originals in English. OWNER shall
keep seven (07) originals; CONTRACTOR shall keep seven (07) originals. In addition,

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Exhibits and appendixes shall be made in fourteen (14) originals in English. OWNER shall
keep seven (07) originals; CONTRACTOR shall keep seven (07) original. All sets of the
CONTRACT and it’s Exhibits, Attachments and/or Appendixes shall have the same
legality.

FOR AND ON BE HALF OF FOR AND ON BE HALF OF

OWNER CONTRACTOR

Mr. Pham Thanh Binh Mr. Xu Ying

Position: Chairman & CEO of VINASHIN Position: Managing Director of YMC

Mr. Cui Jiangli

Position: Managing Director of TRANSTECH

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