Quality Management QMS-GD-04-0

Guidance for Standard Form of Subcontract CHEC

Sub-Contract No. :

Form of Sub Contract for

0 01-12-12 Initial Issue

Prepared By Reviewed By Approved By
Rev. Date Status
Wang Jiakai Yang Biquan Mo Wenhe

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CONTENTS
1. Definition............................................................................................................................................2

2. General...............................................................................................................................................3

3. Assignment & Sub-letting.................................................................................................................3

4. Main Contract...................................................................................................................................3

5. Document Mutually Explanatory......................................................................................................4

6. Contractors Facilities.......................................................................................................................4

7. Site Working & Access......................................................................................................................5

8. Commencement & Completion.........................................................................................................6

9. Instruction & Decision......................................................................................................................8

10. Valuation of Variations......................................................................................................................8

11. Valuation of Variations......................................................................................................................9

12. Notices of Claims.............................................................................................................................10

13. Property in Materials & Plant.........................................................................................................11

14. Indemnities.......................................................................................................................................11

15. Insurance..........................................................................................................................................12

16. Maintenance & Defects....................................................................................................................13

17. Payment............................................................................................................................................14

18. Determination of the Main Contract...............................................................................................15

19. Sub-Contractors Default................................................................................................................16

20. Set Off..............................................................................................................................................17

21. Miscellaneous...................................................................................................................................17

22. Governing Law................................................................................................................................20

23. Dispute.............................................................................................................................................20

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This AGREEMENT is made the _____________ day of _______________ _______
between_________ whose registered office is (hereinafter called "The Contractor") of the one part
and _____________________whose registered office is at ________________________________
(hereinafter called "The Sub-Contractor") of the other part.

WHEREAS the Contractor has entered into a contract (hereinafter referred to as "the Main Contract")
particulars of which are set out in the First Schedule hereto.

AND WHEREAS the Sub-Contractor having been afforded the opportunity to read and note the
relevant provisions of the Main Contract, has agreed to execute upon the terms hereinafter appearing
the works which are described in the documents specified in the Third Schedule hereto and which form
part of the works to be executed by the Contractor under the Main Contract and any other authorized
variations necessitated by the execution of the Main Contract.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

1. Definition
In this Sub-Contract (as hereinafter defined) the following words and expressions shall have the
meanings hereby respectively assigned to them, except where the context otherwise requires:

"Main Contract" means the contract, particulars of which are given in the First Schedule
hereto.

"Conditions of Contract" means the Conditions of the Main Contract.

"Sub-Contract" means this Agreement together with such other documents as are specified in
the Third Schedule hereto, but excluding standard printed conditions that may be included in such
other documents.

"Sub-Contract Works" means the works described in the documents specified in the Third
Schedule hereto.

"Main Works" means the Works as defined by the Main Contract.

"Bills of Quantities" means the Bills of Quantities of the Sub-Contract.

The expressions "Employer", "Engineer", "Engineer's Representative", "Constructional

Plant", "Temporary Works" and "Site" have the meanings respectively assigned to them by
the Main Contract.

"Price" means the sum specified in the Fourth Schedule hereto as payable to the Sub-Contractor
for the Sub-Contract Works subject to such additions thereto or deductions therefrom as may
from time to time be made under the provisions of the Sub-Contract.

2. General
(1) The Sub-Contractor shall execute, complete and maintain the Sub-Contract Works in strict
accordance with the Sub-Contract and to the satisfaction of the Contractor, the Engineer and
the Employer.

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(2) Subject to Clause 6 (CONTRACTOR'S FACILITIES), the Sub-Contractor shall provide all
skilled, semi-skilled and unskilled labour, supervision, materials, Constructional Plant, Temporary
Works, transport and everything whether of a permanent or temporary nature required for the
execution, completion and maintenance of the Sub-Contract Works, so far as the necessity for
providing the same is specified in or may reasonably be inferred from the Sub-Contract.

(3) When required by the Contractor the Sub-Contractor shall at his own expense (including
any stamp or other duty payable thereon) produce to the Contractor a Bond in the amount
named in the Fourth Schedule hereto in the terms set out in the Seventh Schedule hereto duly
executed under seal by an insurance company or Bank approved in writing by the Contractor (the
Contractor will not be obliged to give reasons for not approving).

(4) The conditions of this Sub-Contract shall prevail and be enforced in case of conflict or
inconsistency with any term of the Sub-Contractor's offer and quotation.

3. Assignment & Sub-letting

(1) The Sub-Contractor shall not assign or sublet the whole or any part of the Sub-Contract or
the Sub-Contract Works without first obtaining written approval from the Contractor and shall
provide, if requested by the Contractor, all information required by the Contractor relating to his
proposed sub-contractors.

(2) Any permission to assign or sublet any part of the Sub-Contract or the Sub-Contract Works
shall not absolve the Sub-Contractor from any liability under this Sub-Contract.

(3) The Sub-Contractor shall co-operate and liaise with all other sub-contractors and such
other persons as may be required by the Contractor.

4. Main Contract
(1) The Sub-Contractor shall be deemed to have full knowledge of all the relevant provisions
of the Main Contract, and the Contractor shall, if so requested by the Sub-Contractor, provide
the Sub-Contractor with a true copy of the relevant provisions of the Main Contract, at the Sub-
Contractor's expense.

(2) Unless otherwise provided in this Sub-Contract, all the terms and conditions of the
Conditions of Contract shall apply to the Sub-Contract as if the same were repeated herein and
wherever applicable, save that the Contractor shall have the rights and powers of the Employer
and Engineer thereunder and the Sub-Contractor shall have the duties and obligations of the
Contractor thereunder. It is the Sub-Contractor's responsibility to inform himself of the Main
Contract.

(3) In case of any conflict or discrepancy between any of the provisions of this Sub-Contract
and those contained in the Conditions of Contract, the provisions of this Sub-Contract shall
prevail.

(4) The Works shall be carried out by the Sub-Contractors in proper and workmanlike manner
to the satisfactory standard and progress of the Contractor, the Engineer and the Employer and in
accordance with the Main Contract.

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(5) Save where the provisions of the Sub-Contract otherwise require, the Sub-Contractor shall
so execute, complete and maintain the Sub-Contract Works that no act or omission of his in
relation thereto shall constitute, cause or contribute to any breach by the Contractor of any of his
obligations under the Main Contract and the Sub-Contractor shall, save as aforesaid, assume and
perform hereunder all the obligations and liabilities of the Contractor under the Main Contract in
relation to the Sub-Contract Works.

Nothing herein shall be construed as creating any privity of contract between the Sub-Contractor
and the Employer.

(6) The Sub-Contractor shall indemnify the Contractor against every liability which the
Contractor may incur to any other person whatever and against all claims, demands, proceedings,
damages, costs and expense made against or incurred by the Contractor by reason of any breach
by the Sub-Contractor of the Sub-Contract.

(7) No examination by the Engineer or the Contractor of any document or drawing submitted
by the Sub-Contractor in respect of the Sub-Contract Works in regard thereto with or without
modification shall absolve the Sub-Contractor from any liability imposed upon him by any
provision of the Sub-Contract.

(8) The Sub-Contractor hereby acknowledge that any breach by him of the Sub-Contract may
result in the Contractor's committing breaches of and becoming liable in damages under the Main
Works and may occasion further loss or expense to the Contractor in connection with the Main
Works and all such damages, loss and expense are hereby agreed to be within the contemplation
of the parties as being probable results of any such breach by the Sub-Contractor.

5. Document Mutually Explanatory

(1) If neither the Specification nor the Drawings contain any particulars of minor parts, which
are nevertheless clearly inferred and which parts are obviously necessary for the proper
completion of the Sub-Contract Works, all such parts shall be supplied and executed by the Sub-
Contractor without extra charge to the Contractor.

(2) Anything indicated on the Drawings and not in the Specifications or vice versa shall be
equally binding as if it was indicated in both of them. Figured dimensions on the Drawings shall
be followed in preference to the dimensions indicated by the scale.

6. Contractors Facilities
(1) The Contractor shall provide at the Site the Constructional Plant and other facilities
specified in the Fifth Schedule hereto and shall permit the Sub-Contractor, in common with such
other contractors as the Contractor may allow, to have the use thereof for the purpose of
executing and completing, but not of maintaining the Sub-Contract Works, upon such terms and
conditions, if any, as are specified in the said Schedule, but the Contractor shall have no liability
to the Sub-Contractor in respect of any failure to provide such Constructional Plant or facilities,
if such failure is due to circumstances outside the Contractor's control, nor in respect of any
inadequacy or unfitness for the Sub-Contractor's purpose of any Constructional Plant or facilities
so provided.

(2) The Sub-Contractor shall, at his own expense, provide, maintain, and remove at the end of
his work, his site accommodation, stored materials, fencing, plant, services and sanitary facilities.

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(3) The Sub-Contractor is entirely responsible for the supply, delivery and hoisting of all his
own materials and for the provision of all plant including scaffolding and access necessary to
perform his works.

(4) The Sub-Contractor shall only install or erect his sheds, storage area, plant and service in
locations acceptable to the Contractor.

7. Site Working & Access

(1) The Sub-Contractor shall in the execution of the Sub-Contract Works on the Site observe
the same hours of working as the Contractor and shall comply with all reasonable rules and
regulations of the Contractor governing the execution of work, the prevention of employment of
illegal immigrant workers, the arrival at and the departure from the Site of materials and
Constructional Plant on the Site.

(2) The Contractor shall from time to time make available to the Sub-Contractor such part or
parts of the Site and such means of access thereto within the Site as shall be necessary to enable
the Sub-Contractor to execute the Sub-Contract Works in accordance with the Sub-Contract, but
the Contractor shall not be bound to give and shall not by any act be deemed to have given to the
Sub-Contractor possession or exclusive control of any part of the Site.

(3) The Sub-Contractor shall permit the Engineer, the Engineer's Representative and any other
servants or agents of the Engineer and the Contractor, his servants and agents (including any
other sub-contractors engaged in the execution of the Main Works), during working hours to
have reasonable access to the Sub-Contract Works and to the places on the Site where any work
or materials therefore are being executed, prepared or stored and the Sub-Contractor shall also
permit or procure reasonable access for the Engineer, his servants and agents and for the
Contractor, his servants and agents to such place off the Site where work is being executed or
prepared by or on behalf of the Sub-Contractor in connection with the Sub-Contract Works.

(4) If the Sub-Contractor shall incur losses, expense, costs or damages by reason of the Site or
parts thereof not being made available to the Sub-Contractor in accordance with Clause 7(1) and
such unavailability is caused by a failure of the Employer to make the Site available in accordance
with his obligations under the Main Contract then, without prejudice to the generality to Clause
12(2), the Sub-Contractor shall have the same rights and no other right against the Contractor as
the Contractor has against the Employer in respect of such losses, expense, costs or damages and
the entitlement of the Sub-Contractor to receive payment from the Contractor in relation thereto
shall be limited to the extent that the Contractor receives payment under the Main Contract in
respect thereof.

8. Commencement & Completion

(1) On receipt of the Contractor's written instructions so to do, the Sub-Contractor shall enter
upon the Site and commence the execution of the Sub-Contract Works and shall thereafter
proceed with the same properly and expeditiously with due diligence without any delay, and in
accordance with the Contractors programme for completion of the Main Works and any
amendment thereto which may be made by the Contractor from time to time during the course of
the Main Works. Subject to the provisions of this Clause, the Sub-Contractor shall complete the
Sub-Contract Works within the Period for Completion specified in the Fourth Schedule hereto.

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(2) Within 14 days of the date hereof the Sub-Contractor shall submit to the Contractor for his
approval a programme (in this sub-clause referred to as "the Original Sub-Contract Programme")
showing the order of procedure and method in which the Sub-Contractor proposes to carry out
the Sub-Contract Works and shall whenever required by the Contractor furnish for his
information particulars in writing of the Sub-Contractor's arrangements for the carrying out of
the Sub-Contract Works and of the Constructional Plant and Temporary Works which the Sub-
Contractor intends to supply, use or construct as the case may be, provided always that the
submission to the Contractor of any of his duties or responsibilities under the Sub-Contract, and
further the Sub-Contractor shall as and when requested by the Contractor so to do prepare and
submit to the Contractor a revised programme or programmers showing the effects upon the
Original Sub-Contract Programme of any changes to or matters affecting or likely to affect the
Sub-Contract Works and the extent to which the effect of such changes and matters can be
accommodated.

(3) If the Sub-Contractor shall be delayed in the execution of the Sub-Contract Works, whether
such delay occurs before or after the time or extended time fixed for completion of the Sub-
Contract Works:

(a) by any circumstance or occurrence (other than a breach of this Sub-Contract

by the Sub-Contractor), entitling the Contractor to an extension of his time for
completion of the Main Works under the Main Contract; or

(b) by the ordering of any variation to the Sub-Contract Works to which paragraph
(a) of this sub-clause does not apply; or

(c) by any breach of the Sub-Contract by the Contractor;

then in any such event the Sub-Contractor shall be entitled to such extension of the Period for
Completion as may in all the circumstances be fair and reasonable.

Provided always that in any case to which paragraph (a) of this sub-clause applies, it shall be a
condition precedent to the Sub-Contractor's right to an extension of the Period for Completion
that he shall have given written notice to the Contractor with full and detailed particulars of the
circumstances or occurrence which is delaying him within 14 (fourteen) days of such
circumstance or occurrence first having arisen or becoming reasonably known and in any such
case the extension shall not in any event exceed the extension of time to which the Contractor is
properly entitled under the Main Contract in respect of such circumstances or occurrence, then
the Sub-Contractor shall not be entitled to any extension of time in respect thereof under this
Sub-Contract.

(4) Where differing Periods of Completion are specified in the Main Contract or the Fourth
Schedule for different parts of the Sub-Contract Works, then for the purposes of the preceding
provisions of this Clause each part shall be treated as if it were the whole of the Sub-Contract
Works. Without prejudice to the generality of Clause 4 where the Main Contract or the Fourth
Schedule provide for a date by which a specified part of the Sub-Contract Works is to be
achieved, the Sub-Contractor shall so complete the Sub-Contract Works as to enable the
Contractor to fulfil his obligations under the Main Contract.

(5) Nothing in this Clause shall be constructed as preventing the Sub-Contractor from
commencing off the Site any work necessary for the execution of the Sub-Contract Works at any
time before receipt of the Contractor's written instructions under sub-clause (1) of this Clause.

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(6) In the event that the Engineer:

(a) advances the date fixed for completion or a specified degree of completion of
the Sub-Contract Works or any part thereof pursuant to the Conditions of the Main
Contract; or

(b) requires the Contractor to take steps to expedite progress of the works
pursuant to the Conditions of the Main Contract.

The Sub-Contractor shall take all such steps as are necessary to enable the Main Contractor
to comply with his obligations under the Main Contract, and subject to Clause 9 hereof no
adjustment shall be made to the Price in respect thereof.

(7) The Sub-Contractor shall provide sufficient labour, plant and materials to ensure
completion of the Works by the due date or dates. If in the opinion of the Contractor that there is
insufficient labour, plant or materials employed by the Sub-Contractor, the Contractor may,
without prejudice to any other or further remedy, employ at the cost and expense of the Sub-
Contractor additional labour, plant or materials.

(8) If the Sub-Contractor for any reason whatsoever fails to complete the Sub-Contract Works
by the date stated for completion in this Sub-Contract or cannot reach the daily output as deemed
necessary for normal progress and timely completion or within any extended time allowed or fails
to complete any section of the Works by its programme date so as to cause the Contractor to be
liable for liquidated damages under the Conditions of Contract, the Sub-Contractor shall pay to
the Contractor to the Employer as liquidated damages under the Conditions of Contract (except
as may be otherwise specified in the Fourth Schedule hereto), together with such costs and
expense from whatsoever cause as may be incurred or suffered by the Contractor as a result of
the Sub-Contractor's breach or delay.

9. Instruction & Decision

(1) Subject to Clause 10 (Variations) of this Agreement, the Sub-Contractor shall in relation to
the Sub-Contract Works comply with all instructions and decisions of the Engineer and of the
Engineer's Representative which are notified and confirmed in writing to him by the Contractor,
irrespective of whether such instructions and decisions were validly given under the Main
Contract. The Sub-Contractor shall have the like rights, (if any), to payment against the
Contractor in respect of such compliance as the Contractor has against the Employer under the
Main Contract but no other rights whatsoever and in any event the entitlement of the Sub-
Contractor to receive payment from the Contractor in relation thereto shall be limited to the
extent that the Contractor is so paid under the Main Contract in respect thereof.

(2) The Contractor shall have the like powers in relation to the Sub-Contract Works to give
instructions and decisions as the Engineer has in relation to the Main Works and the progress of
the Main Works under the Main Contract and shall also have the power to direct the Sub-
Contractor to alter or change the mode manner and sequence of performance of the Sub-
Contract Works. The Sub-Contractor shall have the like obligations to abide by and comply
therewith and the like rights in relation thereto as the Contractor has under the Main Contract but
no other rights whatsoever and in any event the entitlement of the Sub-Contractor to receive
payment from the Contractor in relation thereto shall be limited to the extent that the Contractor
is so paid under the Main Contract in respect thereof. The said powers of the Contractor shall be

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exercisable in any case irrespective of whether the Engineer has exercised like powers in relation
thereto under the Main Contract.

(3) Any notice or instruction shall be given or delivered to the Sub-Contractor or his
representative at the site where the Sub-Contract Works is being carried out or left at or sent by
prepaid post addressed to the Sub-Contractor's usual or last known place of abode or business.

10. Valuation of Variations

(1) The Sub-Contractor shall make such variations of Sub-Contract Works, whether by way of
addition, modification, omission, substitution, alteration, change in the form, character, kind,
position, dimension, level of line and changes in the specified sequence, method or timing of
construction, or otherwise as may be:

(a) ordered by the Engineer under the Main Contract and confirmed in writing to
the Sub-Contractor by the Contractor; or

(b) agreed to be made by the Employer and the Contractor and confirmed in
writing to the Sub-Contractor by the Contractor; or

(c) ordered in writing by the Contractor.

Any order relating to the Sub-Contract Works which is validly given by the Engineer under the
Main Contract and constitutes a variation thereunder shall for the purpose of this Clause and
Clause 11 hereof be deemed to constitute a variation of the Sub-Contract Works, if confirmed by
the Contractor in accordance with paragraph (a) hereof.

(2) The Sub-Contractor shall not act upon an unconfirmed order for the variation of the Sub-
Contract Works which is directly received by him from the Employer or the Engineer. If the Sub-
Contractor shall receive any such direct order, he shall forthwith inform the Contractor's agent in
charge of the Main Works thereof and shall supply him with a copy of such direct order, if given
in writing. The Sub-Contractor shall only act upon such order as directed in writing by the
Contractor, but the Contractor shall give his directions thereon with all reasonable speed.

(3) The Sub-Contractor must comply with all instructions issued by the Contractor. If the Sub-
Contractor considers that an instruction constitutes a variation to the Sub-Contract Works which
vary the rates as contained in the Sub-Contract Schedule of Rates or Bills of Quantities, he must
notify the Contractor immediately with the agreed record form for the labours, plants and
materials incurred. He must advise the Contractor in writing within seven days after the
occurrence of the events giving rise to the claim but must not delay the execution of the work so
instructed due to pending agreement of rates. Final payment will be made for extra or varied
works only such amounts agreed by the Contractor although interim payments may contain
amounts paid on such accounts, which shall exclude prejudice to the final payment.

(4) Save as aforesaid the Sub-Contractor shall not make any alteration in or modification to the
Sub-Contract Works.

11. Valuation of Variations

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(1) All authorized variations of the Sub-Contract Works shall be valued in the manner provided by
this Clause and the value thereof shall be added to or deducted from the sum specified in the
Fourth Schedule hereto as the case may require.

(2) The value of all authorized variations shall be ascertained by reference to the rates and
prices (if any), specified in this Sub-Contract for the like or analogous works, but if there are no
such rates and prices, or if they are not applicable, then such value shall be such as is proper and
reasonable in all the circumstances, failing which, at a rate agreed between the Contractor and the
Sub-Contractor. In determining what is a proper and reasonable valuation, regard shall be made
to any valuation made under the Main Contract in respect of the same variation and shall be
limited by and to the extent to which the Contractor receives payment in respect thereof.

(3) In the event of the Contractor and the Sub-Contractor failing to reach agreement on any
rate under provision of the sub-clause (2) of this Clause, the Contractor shall fix such rates as
shall in his opinion be reasonable and proper and notify the Sub-Contractor accordingly.

(4) Where an authorized variation of the Sub-Contract Works occurs, which also constitutes an
authorized variation under the Main Contract the Sub-Contractor shall provide the Contractor
with all information required to assist the Engineer to determine the value of any variation or
claim. When the Engineer has determined the value of a variation or claim, the Contractor may
use this determination in the assessment of value of the variation to the Sub-Contract with due
regard to his own profit, overhead and administration costs and other requirements incurred
herein.

(5) Where an authorized variation of the Sub-Contract Works occurs, which also constitutes an
authorized variation under the Main Contract is measured by the Engineer thereunder, then
provided that the rates and prices in this Sub-Contract permit such variation to be valued by
reference to measurement, the Contractor shall permit the Sub-Contractor to attend any
measurement made on behalf of the Engineer and such measurement made under the Main
Contract shall also constitute the measurement of the variation for the purpose of this Sub-
Contract and the Sub-Contractor shall be bound thereby and the variation shall be valued
accordingly.

(6) Save where the contrary is expressly stated in any other documents forming part of the
Sub-Contract which have been priced by the Sub-Contractor, no quantity stated therein shall be
taken to define of limit the extent of any work to be done by the Sub-Contractor in the execution
and completion of the Sub-Contract Works, but any difference between the quantity so billed and
the actual quantity executed shall be ascertained by measurement, valued under this Clause as if it
were an authorized variation and the provisions of sub-clause(5) hereof shall apply to such
measurement and the necessary addition to or deduction from the sum specified in the Fourth
Schedule hereto shall be made accordingly. Apart from the above, no other claims whatsoever
due to discrepancies between billed quantity and actual executed quantity shall be entertained.

12. Notices of Claims

(1) Without prejudice to the generality of Clause 4 (Main Contract) of this Agreement,
whenever the Contractor is required by the terms of the Main Contract to give any return,
account or notice to the Engineer or to the Employer, the Sub-Contractor shall in relation to the
Sub-Contract Works give a similar return, account or notice or such other information in writing

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to the Contractor as will enable the Contractor to comply with such terms of the Main Contract
and shall do so in sufficient time to enable the Contractor to comply with such terms punctually.

Provided always that the Sub-Contractor shall be excused any non-compliance with this sub-
clause for so long as he neither knew or ought to have known of the Contractor's need of any
such return, account, notice of information from him.

(2) Subject to the Sub-Contractor complying with this sub-clause, the Contractor shall take
such steps as the Contractor in his absolute discretion considers reasonable to secure from the
Employer such financial benefits, if any, as may be claimable in accordance with the Main
Contract on account of any adverse physical conditions or artificial obstructions or any other
circumstances that may be encountered during the execution of the Sub-Contract Works and the
Sub-Contractor shall in sufficient time afford the Contractor all information and assistance that
may be requisite to enable the Contractor to claim such benefits. On receiving payment of any
such financial benefits from the Employer, the Contractor shall in turn pay to the Sub-Contractor
such proportion thereof as may in all the circumstances be fair and reasonable. Save as aforesaid
the Contractor shall have no liability to the Sub-Contractor in respect of any condition,
obstruction or circumstances that may affect the execution of the Sub-Contract Works and the
Sub-Contractor shall be deemed to have satisfied himself as to the correctness and sufficiency of
the Price to cover the provision and doing by him of all things necessary for the performance of
his obligations under the Sub-Contract and shall be deemed to have inspected and examined the
Site and its surroundings and to have satisfied himself, before submitting his tender, as regards
existing roads or other means of communication with and access to the Site, the nature of the
ground and subsoil, the climatic conditions, the form and nature of the Site, the risk of injury or
damage to property adjacent the Site such property, the nature of materials (whether natural or
otherwise) to be excavated and/or removed, the nature of the work and materials necessary for
the completion of the Sub-Contract Works, the accommodation he may require and generally to
have obtained his own information on all matters influencing or affecting his tender and the
execution and maintenance of the Sub-Contract Works.

(3) If any reason of any breach by the Sub-Contractor of the provisions of sub-clause (1) of
this Clause the Contractor is prevented from recovering any sum from the Employer under the
Main Contract in respect of the Main Works, then without prejudice to any other remedy of the
Contractor for such breach, the Contractor may deduct such sum from or set off against any
monies otherwise due to the Sub-Contractor under this Sub-Contract.

13. Property in Materials & Plant

(1) Where it is provided by the Main Contract that the property in any Constructional Plant,
Temporary Works, materials or things whatsoever shall in certain events vest in the Employer or
revest in the Contractor, then in so far as Constructional Plant, Temporary Works, materials or
things are to be provided by the Sub-Contractor in connection with the Sub-Contract Works, the
property therein shall pass from the Sub-Contractor to the Contractor immediately before it is
due to vest in the Employer in pursuance of the Main Contract and shall re-pass from the
Contractor to the Sub-Contractor immediately after it has revested in the Contractor in
pursuance of the Main Contract.

(2) Without prejudice to the generality of Clause 4 (Main Contract) of this Agreement, the
Sub-Contractor shall comply with the requirements of the Main Contract as to the bringing on to
and removal from the Site of Constructional Plant, Temporary Works, materials and other things
and in so far as any items thereof are hired by the Sub-Contractor, he shall comply with all the

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requirements of the Main Contract as to the terms of such hiring and as to the giving of
information and certificates in relation thereto.

(3) The Sub-Contractor shall make all provisions for transporting, loading and storing of his
materials, plant and equipment and any subsequent handling on the Site and shall be at all times
responsible for the safety of such materials, plant and equipment. All costs incurred by the Sub-
Contractor in compliance with this sub-clause shall be deemed to have been included in the Price
and the Sub-Contractor shall be entitled to no further or additional remuneration in respect
thereof.

14. Indemnities
(1) The Sub-Contractor shall at all times indemnify the Contractor against all liabilities to other
persons (including the servants and agents of the Contractor or Sub-Contractor) for bodily injury,
damage to property or other loss which may arise out of or in consequence of the execution,
completion or maintenance of the Sub-Contract Works and against all costs, charges and expense
that may be occasioned to the Contractor by the claims of such persons.

Provided always that the Contractor shall not be entitled to the benefit of this indemnity in
respect of any liability or claim if he is entitled by the terms of the Main Contract to be
indemnified in respect thereof by the Employer.

Provided further that the Sub-Contractor shall not be bound to indemnify the Contractor
against any such liability or claim if the injury, damage or loss in question was caused solely by
the wrongful acts or omissions of the Contractor, his servants or agents.

(2) The Contractor shall indemnify the Sub-Contractor against all liabilities and claims against
which the Employer by the terms of the Main Contract undertakes to indemnify the Contractor
and to the like extent, but no further.

15. Insurance
(1) The Contractor shall take all reasonable steps to comply with his obligations under the
Main Contract to maintain in force the policies of insurance referred to therein and copies of the
terms and conditions of the said policies shall be provided to the Sub-Contractor on request. The
Sub-Contractor shall be deemed to have notice of the provisions including any endorsements,
amendments, exemption or exceptions of the policies.

(2) The Sub-Contractor shall with all the due diligence conform to the conditions of the said
policies and all reasonable requirements of the insurers in connection with the settlement of
claims, the recovery of claims, the recovery of losses and the prevention of accidents and shall
bear at his own cost consequences of any failure so to do.

In addition to observing and complying with the conditions contained in the insurance
policies, the Sub-Contractor shall be liable for and indemnify the Contractor of any additional
premiums however incurred by the execution of the Sub-Contract Works by the Sub-Contractor,
his agents or employees.

(3) In the event of the Sub-Contract Works, or any Constructional Plant, Temporary Works or
buildings, materials or other things belonging to the Sub-Contractor being destroyed or damaged
during such period in such circumstances that a claim is established in respect thereof under the

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said policies, then the Sub-Contractor shall be paid the amount of such claim, or the amount of
his loss, whichever is the less, and in any case only to the extent that such claim is recovered
under the terms and provisions of the said policies and shall apply such sum in replacing or
repairing that which was destroyed or damaged. Provided always that all excesses (deductibles)
and any exclusions or limitations applying under the said policies shall be at sole risk and expense
of the Sub-Contractor. Save as aforesaid the Sub-Contract Works shall be at risk of the Sub-
Contractor until the Main Works have been completed under the Main Contract or if the Main
Works are to be completed by sections, until the last of the sections in which the Sub-Contract
Works are comprised has been completed and the Sub-Contractor shall make good all loss or
damage occurring to the Sub-Contract Works prior thereto at his own expense. If upon the
occurrence of any event which gives rise or which may give rise to a claim under the aforesaid
policies, should the Sub-Contractor fail to make a claim, the Contractor may deduct from the
Sub-Contract sum any damage, loss and/or expense suffered or incurred by such failure and in
making any claim on his own behalf.

(4) The Sub-Contractor shall effect insurance against such risks as are specified in the Sixth
Schedule hereto and in such sums and for the benefit of such persons as are specified therein and
unless the said Sixth Schedule otherwise provides, shall maintain such insurance from the time
that the Sub-Contractor first enters upon the Site for the purpose of executing the Sub-Contract
Works until he has finally performed his obligations under Clause 16 (Maintenance and Defects)
of this Agreement.

(5) Without prejudice to his liability to indemnify the Contractor under this Clause, the Sub-
Contractor shall effect such insurance as necessary to cover his liability under the Main Contract
and the Sub-Contract.at his own cost.

(6) Where by virtue of this Clause the Sub-Contractor is required to effect and maintain
insurance then at any time until such obligation has been fully performed, he shall if so required
by the Contractor produce for inspection the appropriate policy of insurance together with
receipts for premiums payable thereunder. In the event of the Sub-Contractor failing to effect and
maintain insurance required under this Clause, then the Contractor may himself effect such
insurance and recover the cost of so doing from monies due or which may become due to the
Sub-Contractor.

16. Maintenance & Defects

(1) If the Sub-Contractor shall complete the Sub-Contract Works before the completion of the
Main Works, or where under the Main Contract the Main Works are to be completed by sections,
before the Completion of the last of such sections in which the Sub-Contract Works are
comprised, the Sub-Contractor shall maintain the Sub-Contract Works in perfect condition and
shall make good every defect and imperfection therein from whatever cause arising until such
completion of the Main Works or last section thereof is achieved and subject to Clause 15
(Insurance) of this Agreement, shall not be entitled to any additional payment for so doing unless
such defect or imperfection is caused by the act, neglect or default of the Employer, his servants
or agents under the Main Contract or of the Contractor, his servants or agents under the Sub-
Contract.

(2) After completion of the Main Works or of the last of the sections thereof in which the Sub-
Contract Works are comprised, as the case may be, the Sub-Contractor shall maintain the Sub-
Contract Works and shall make good such defects and imperfections therein as the Contractor is

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liable to make good under the Main Contract for the like period and otherwise upon the like
terms as the Contractor is liable to do under the Main Contract.

Provided always that if any defect or imperfection made good by the Sub-Contractor under
this sub-clause is caused by the act, neglect or default under the Sub-Contract of the Contractor,
his servants or agents, then notwithstanding that the Contractor may have no corresponding right
under the Main Contract, the Sub-Contractor shall be entitled to be paid by the Contractor his
reasonable costs of making goods such defect or imperfection.

17. Payment
(1) On or before the end of each month during the execution of the Sub-Contract Works the
Sub-Contractor shall submit to the Contractor a written statement of the value of all work
properly done under the Sub-Contract and of all materials delivered to the Site for incorporation
in the Sub-Contract Works at such date as may be specified by the Contractor. Such written
statement shall be in such form and contain such details as the Contractor may reasonably require
and the value of work done shall be calculated in accordance with the rates and prices, if any,
specified in the Sub-Contract, or if there are no such rates or prices, then by reference to the
Price.

(2) The Contractor shall from time to time make prompt applications for payment under and in
accordance with the Main Contract and subject to the Sub-Contractor's having complied with the
preceding sub-clause, shall include in such applications claims for work done and, if allowable
under the Main Contract, for materials delivered to the Site by the Sub-Contractor and the
Contractor shall use his best endeavors to obtain prompt payment of all sums due to him in
respect of the Sub-Contract Works under the Main contract.

(3) Within 14 days of his receiving from the Employer on account of the Main Works any
payment which includes a sum in respect of the Sub-Contract Works properly executed, the
Contractor shall pay to the Sub-Contractor in respect of the work done or materials provided by
the Sub-Contractor and allowed for in such payment under the Main Contract, a sum calculated
in accordance with the rates and prices specified in this Sub-Contract, or by reference to the
Price, as the case may require but subject to a deduction of retention monies at the rate specified
in the Fourth Schedule hereto until such time as limit of retention if any therein specified has been
reached. The Contractor's interest in such retention monies shall be as Trustee for the Sub-
Contractor provided that the Contractor shall not be under obligation to invest the monies and
provided further that he shall be entitled to deduct therefrom any monies due or which may
become due to him under this Sub-Contract. Save as aforesaid reasonable delay in payment will
not constitute default by the Contractor and will not lead to termination of the Sub-Contract.

(4) Should the Sub-Contractor feel aggrieved by the amount certified by the Engineer or by his
failure to certify, the Contractor may allow the Sub-Contractor to use the Contractor's name and,
if necessary, may join the Sub-Contractor as claimant in any arbitration proceeding by the Sub-
Contractor in respect of the said matters complained of by the Sub-Contractor subject to the
Sub-Contractor giving the Contractor such indemnity and security as the Contractor may
reasonably require and agree.

(5) In the absence of any provision in the Fourth Schedule hereto specifying a shorter period
for the release of retention monies within 14 days of the Contractor's receipt of any payment
under the Main Contract which is by way of release either of the first or second half of the
retention monies for the Main Works, or, where under the Main Contract the Main Works are to

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be completed by sections, then for the last of such sections which the Sub-Contract Works are
comprised, the Contractor shall pay to the Sub-Contractor the first or second half as appropriate
of the retention monies held under this Sub-Contract.

(6) Within three months after the Sub-Contractor has finally performed his obligations under
Clause 16 (Maintenance and Defects) of this Agreement, or within 14 days after the Contractor
has recovered full payment under the Main Contract in respect of the Sub-Contract Works,
whichever is the sooner, and provided that one month has expired since the submission by the
Sub-Contractor of his final account to the Contractor, the Contractor shall pay to the Sub-
Contractor the Price together with any other sums that may have become due to the Sub-
Contractor under the Sub-Contract, less such sums as have already been received by the Sub-
Contractor on account of the Price or of such other sums.

Provided always that if the Contractor shall have been required by the Main Contract to
give to the Employer or to procure the Sub-Contractor to give to the Employer any undertaking
as to the completion or maintenance of the Sub-Contract Works, the Sub-Contractor shall not be
entitled to payment under this Sub-Contract until he has given a like undertaking to the
Contractor, or has given the required undertaking to the Employer, as the case may be.

(7) The Contractor shall not be liable to the Sub-Contractor for any matter or thing arising out
of or in connection with this Sub-Contract or the execution of the Sub-Contract Works unless the
Sub-Contractor has made a written claim in respect thereof to the Contractor before the Engineer
issues the Maintenance Certificate in respect of the Main Works, or, where under the Main
Contract the Main Works are to be completed by sections, the Maintenance Certificate in respect
of the last of such sections in which the Sub-Contract Works are comprised.

(8) Nothing in this Clause shall modify or abrogate the Contractor's general right of set off
conferred by Clause 20 of this Agreement.

18. Determination of the Main Contract

(1) If the Main Contract is determined for any reason whatsoever before the Sub-Contractor
has fully performed his obligations under this Sub-contract, then the Contractor may at any time
thereafter by written notice to the Sub-Contractor forthwith determine the Sub-Contractor's
employment under the Sub-Contract and thereupon the Sub-Contractor shall, subject to Clause
13 (Property in Materials & Plant) in this Agreement, with all reasonable speed remove his men
and Constructional Plant from the Site.

(2) Upon such a determination of the Sub-Contractor's employment, the other provisions of
this Sub-Contract shall cease to have effect and subject to sub-clause (3) hereof, the Sub-
Contractor shall be entitled to be paid the full value, calculated by reference to the Price and to
the rates and prices contained in any bills of quantities or schedules forming part of this Sub-
Contract, of all work properly done on the Site by the Sub-Contractor and of all materials
properly brought and left on the Site by the Sub-Contractor, together with his reasonable costs of
removing his Constructional Plant from the Site , but less such sums as the Sub-Contractor has
already received on account of the Price. Furthermore if at the date of such determination the
Sub-Contractor has properly prepared or fabricated off the Site any goods for subsequent
incorporation in the Sub-Contract Works and he shall deliver such goods to the Site or to such
other place as the Contractor may reasonably direct, then he shall be paid for such goods as for
materials properly brought and left on the Site by him.

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Provided always that nothing herein shall affect the rights of either party in respect of any
breach of this Sub-Contract committed by the other prior to such determination, nor any right
which accrued to the Sub-Contractor prior to such determination to receive any payment which
is not in respect or on account of the Price.

(3) If the Main Contract is determined by the Employer either partly or wholly in consequence
of any breach of this Sub-Contract by the Sub-Contractor, then the provisions of the preceding
sub-clause as to payment shall not apply, but the rights of the Contractor and the Sub-Contractor
hereunder shall be the same as if the Sub-Contractor had by such breach repudiated this Sub-
Contract and the Contractor had by his notice of determination under sub-clause (1) of this
Clause elected to accept such repudiation.

19. Sub-Contractors Default

(1) If the Sub-Contractor:

(a) fails to proceed with the Sub-Contract Works with due diligence after being
required in writing so to do by the Contractor or the Employer by seven clear days
notice; or

(b) fails to execute the Sub-Contract Works or to perform his other obligations in
accordance with the Sub-Contract after being required in writing so to do by the
Contractor or the Employer by seven clear says notice; or

(c) refuses or neglects to remove defective materials or make good defective work
after being directed in writing so to do by the Contractor or the Employer by seven
clear days notice; or

(d) commits an act of bankruptcy or enters into a deed of arrangement with his
creditors or, being a company goes into liquidation, (other than a voluntary
liquidation for the purposes of reconstruction); or

(e) fails to execute the Sub-Contract Works due to the death of the Sub-
Contractor's director directly taking charge of the Sub-Contract Works; or

(f) assigns or sub-lets the whole or any part of this Sub-Contract without the prior
written consent of the Contractor; or

(g) does or omits to do any other act or thing which would or might occasion a
forfeiture of the Main Contract;

then in any such event and without prejudice to any other rights or remedies, the Contractor may
by notice in writing to the Sub-contractor forthwith determine the Sub-Contractor's employment
under the Sub-Contract and thereupon the Contractor may take possession of all materials,
Constructional Plant and other things whatsoever brought onto the Site by the Sub-Contractor
and may use them for the purpose of executing, completing and maintaining the Sub-Contract
Works and may, if he thinks fit, sell all or any of them and apply the proceeds in or towards the
satisfaction of monies otherwise due to him from the Sub-Contractor, and the Contractor may
himself, by his servants or by employment of a third party complete the Sub-Contract Works and
in such event the Contractor may retain any monies due or which become due to the Sub-

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Contractor and apply the same to the cost of completing the Sub-Contract Works and may
recover the deficiency if any from the Sub-Contractor as a debt due.

(2) Upon such a determination, the rights and liabilities of the Contractor and the Sub-
Contractor shall, subject to the preceding sub-clause, be the same as if the Sub-Contractor had
repudiated this Sub-Contract and the Contractor had by his notice of determination under the
preceding sub-clause elected to accept such repudiation.

(3) The Contractor may in lieu of giving a notice of determination under this Clause take part
only of the Sub-Contract Works out of the Sub-Contractor and may by himself, his servants or
agents execute, complete and maintain such part and in such event the Contractor may recover
his reasonable costs of so doing from the Sub-Contractor, or deduct such costs from monies
otherwise becoming due to the Sub-Contractor.

(4) The provisions relating to entry and expulsion contained in the Conditions of Contract shall
apply save that the Contractor shall only be required to give seven days' notice in writing to the
Sub-Contractor prior to entering upon the site and expelling the Sub-Contractor therefrom.

20. Set Of
In addition to the rights contained in sub-clauses 12(3), 15(6), 19(1), 19(3) and 21(1) (g) hereof
the Contractor shall be entitled to set off against any money (including any retention money)
otherwise due under this Sub-Contract or any other contracts the amount of any bona fide contra
account or claims which the Contractor may have against the Sub-Contractor by reason of any
breach of, or failure to observe the provisions of this Sub-Contract by the Sub-Contractor.
Provided:

(a) the amount of such set off has been quantified in reasonable detail and with reasonable
accuracy by the Contractor, and

(b) the Contractor has given the Sub-Contractor notice in writing specifying his intention to set
off the amount quantified in accordance with proviso (a) of this sub-clause and the grounds on
which set off is claimed to be made.

21. Miscellaneous
(1)(a) (i)The Sub-Contractor shall file and supply to the Contractor certified copies of identity
cards of each and every worker employed on the Site by the Sub-Contractor and shall
supply the same immediately uponadditional workers being engaged on the Site.

(ii) The Sub-Contractor shall file all the returns of labour and give all notices which as an
employer he is required to file or give in accordance with the laws of
_______________and in addition, shall make available daily record to the Contractor site
office on each working day by not later than 10 a.m. showing in detail the names and
identity card numbers of each and every worker and the number of the classes of labour so
employed during the preceding twenty-four hours together with such information
concerning materials, Constructional Plant, work description, instruction received,
agreement formed and all other matters as the Contractor may require to be advised of.

(b) The Sub-Contractor shall give twenty-four hours due notice to the Contractor
whenever any works or materials is ready or about to be ready for commencement or subject to

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examination prior to use and the Contractor shall, without unreasonable delay unless he considers
it unnecessary and advise the Sub-Contractor or Supplier accordingly, attend the measurement
and examination of such works or supply of such materials.

(c) The Sub-Contractor shall be responsible for the true and proper setting out of the
Sub-Contract Works, in relation to basic grid line and bench marks and levels (which will be
provided by the Contractor where required), dimensions and alignments of all parts of the Sub-
Contract Works and for the provision of all necessary instruments, appliances and labours in
connection thereof.

(d) Upon completion of the Main Works or when directed by the Contractor, the Sub-
Contractor shall remove from the Site all his Constructional Plant, surplus materials, Temporary
Works and rubbish, and leave the Site clean and in a workmanlike condition to the satisfaction of
the Contractor. If within 48 hours the Sub-Contractor fails to comply with the reasonable
direction of the Contractor to remove plant, surplus materials and rubbish, the Contractor may
remove the above at the cost and expense of the Sub-Contractor.

(e) At all times whilst actually engaged in the Sub-Contract Works, when not personally
superintending, the Sub-Contractor shall have a competent English speaking foreman or
representative in charge duly authorized by the Sub-Contractor in filling the specific form
provided and able to receive and carry out such instructions as may be given by the Contractor.

(f) The Sub-Contractor shall make application to the Contractor for all information
required by the Sub-Contractor to enable him to perform the Sub-Contract Works and shall not
make any direct approach to the Employer or Engineer unless authorized to do so by the
Contractor in writing and in the event of the Engineer or Engineer's Representative contacting
the Sub-Contractor directly the Sub-Contractor shall advise the Contractor immediately and
unless the Contractor give permission to the contrary, the Sub-Contractor shall ensure that a
representative of the Contractor is present at any meeting which may take place between the
Sub-Contractor and the Engineer.

(g) (i)The Sub-Contractor shall comply with the provisions of any ordinance or regulation
relating to the carrying out of construction work and the employment of workers engaged
therein. In the event that the Sub-Contractor shall be in default of any of his obligations under
any such ordinance or regulation as aforesaid the Contractor may at his election perform any
services and/or supply any materials necessary to prevent such default continuing and shall be
entitled to deduct the cost of so doing from any payments otherwise due to the Sub-Contractor
hereunder.

The Sub-Contractor shall also indemnify the Contractor against any expenses, charges,
fees, penalties or other losses of whatsoever nature sustained by the Contractor occasioned as a
consequence of the Sub-Contractor's non-compliance with any ordinance or regulation. In this
aspect, particular attention shall be drawn to the Immigration Ordinance and its amendments, the
Sub-Contractor shall take all practicable steps to prevent the employment of illegal immigrant
workers on the Site.

(ii) The Sub-Contractor shall take all safety measures in respect of his employees, plant,
machinery and all aspects of the Sub-Contract Works and shall comply with all relevant laws,
rules and regulations relating to safety. If in the opinion of the Contractor that safety measures of
any aspect of the Sub-Contractor's work is lacking or insufficient, the Contractor may, at the cost
and expense of the Sub-Contractor, do or perform such work as may be considered necessary.

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The Sub-Contractor shall indemnify and keep indemnified the Contractor against all penalties,
fines and liabilities of every kind for breach of any safety laws, rules and regulations and against
all costs and expenses incurred by the Contractor arising therefrom.

(iii) The Sub-Contractor shall employ and pay his employees and workmen in accordance
with all relevant laws and regulations. The Sub-Contractor shall indemnify the Contractor against
all claims for wages of the Sub-Contractor's employees and workmen and against all costs and
expenses incurred by the Contractor arising therefrom.

(h) The Sub-Contractor shall obtain all permits and pay all fees required for his own
work and shall indemnify the Contractor against all loss, costs and expenses arising out of the
breach of this Clause.

(i) If required, the Sub-Contractor shall present the Contractor with satisfactory
evidence that all debts have been paid or settled for wages, materials and expenses connected
with the Sub-Contract Works.

(j) Excepting as may be otherwise specified in the Fourth Schedule hereto the rates
contained in this Sub-Contract shall remain firm and the Sub-Contractor shall not be entitled to
payment for fluctuation in the costs of labour and materials employed in execution of the Sub-
Contract Works. For this purpose, the provisions in the Conditions of Contract relating to
Contract Price Fluctuation and to application of rates stated in the Bills of Quantities are hereby
specifically excluded.

(k) (i) The Sub-Contractor shall take all proper and reasonable steps to protect from
damage the Sub-Contract Works, plants, materials and equipments of the Contractor or of any of
its agents or of its other Sub-Contractors or Third Parties in any part of the Site in which the
Sub-Contractors is carrying out any work and should any damage be caused to the same by any
act or omission of the Sub-Contractor, his agents or employees, then such damage shall be made
good by the Sub-Contractor. Failing or neglecting to make good such damage, the Contractor
may make or cause to be made good such damage at the Sub-Contractor's cost and expense.

(ii) The Sub-Contractor shall make good or, at the option of the Contractor, shall pay to
the Contractor the costs of making good all defects or shrinkages in the Sub-Contract Works or
any damage, loss or injury to any Contractor's property and shall recompense the Contractor in
respect of any loss, damage or injury which may occur to any employee of the Contractor by or
arising out of the execution of the Works or in the carrying out of the Sub-Contract.

(iii)The Sub-Contractor shall carry out all operations necessary for the execution of the
Sub-Contract Works, so far as in compliance with the requirements of the Sub-Contract, so as
not to interfere unnecessarily or improperly with the access and use of public or private roads and
foot-paths or occupation of properties whether in possession of government or not. The Sub-
Contractor shall indemnify the Contractor against all claims demands, proceedings, damage
costs, charges and expenses whatsoever arising out of or in relation to any such matter in so far
as the Contractor is responsible thereof.

(2) It shall be a condition of this Sub-Contract that no Dayworks are to be carried out by the
Sub-Contractor without written instructions in that regard from the Contractor. When Daywork
is authorised by the Contractor, daily records of labour, plant and materials involved in such work
shall be submitted to the Contractor in duplicate for signature on the day in which such work is
carried out. At the end of each month the Sub-Contractor shall deliver to the Contractor a priced

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statement of Dayworks for submission to the Engineer. Payments to the Sub-Contractor for
Dayworks shall be calculated by reference to and paid in accordance with the schedule of rates
forming part of this Sub-Contract. For the avoidance of doubt and without prejudice to any of
the other provisions of this Sub-Contract, the Sub-Contractor hereby acknowledges that if as a
consequence of compliance with and fulfillment of the obligations of the Contractor under the
Main Contract in so far as such obligations relate to or affect the Sub-Contract Works the Sub-
Contractor incurs additional costs, he shall not be entitled to any further or additional
remuneration under the Sub-Contract in the respect thereof and all such costs shall be deemed to
have been included in the Price.

22. Governing Law

This Sub-Contract shall be governed and construed in accordance with the laws of
____________________.

23. Dispute
(1) Any dispute arising between the Contractor and the Sub-Contractor in connection with this
Sub-Contract must be referred in writing to the Contractor within seven days of the occurrence
of the dispute so as to facilitate the Contractor to deal with the matter in a proper manner. Failing
agreement on the dispute, it shall, subject to the provisions of this Clause, be referred to the
arbitration and final decision of a single arbitrator in accordance with and subject to the
provisions of the Arbitration Ordinance (Cap 341) or any statutory modification or amendment
thereof for the time being in force and any such reference shall be deemed to be a submission to
arbitration within the meaning of such ordinance.

(2) If any dispute arises in connection with the Main Contract and the Contractor is of opinion
that such dispute touches or concerns the Sub-Contract Works then:

(a) If an arbitrator has not already been agreed or appointed in pursuance of sub-
clause (1), the Contractor may by notice in writing to the Sub-Contractor require that any
dispute under this Sub-Contract shall be referred to the arbitrator to whom the dispute
under the Main Contract is referred and if such arbitrator (hereinafter called "the joint
arbitrator") be willing so to act, such dispute under this Sub-Contract shall be so referred.
In such event the joint arbitrator may, subject to the consent of the Employer, give such
directions for the determination of the two said disputes either concurrently or
consecutively as he may think just and convenient and provided that the Sub-Contractor is
allowed to act as a party to the dispute between the Employer and the Contractor, the joint
arbitrator may in determining the dispute under this Sub-Contract take account of all
material facts proved before him in the dispute under the Main Contract; and

(b) If an arbitrator has already been agreed or appointed in pursuance of sub-

clause (1), the Sub-Contractor by execution of this Agreement hereby consents to any
application the Contractor may make pursuant to Section 6B of the Arbitration Ordinance
(Cap 341) for the consideration of the arbitration proceedings between the Sub-Contractor
and the Contractor with any arbitration proceedings between the Employer and the
Contractor.

(3) If at any time before an arbitrator has been agreed or appointed in pursuance of sub-clause
(1) of this Clause any dispute arising in connection with the Main Contract is made the subject of
proceedings in any court between the Employer and the Contractor and the Contractor is of
opinion that such dispute touches or concerns the Sub-Contract Works, he may by notice in

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writing to the Sub-Contractor abrogate the provisions of sub-clause (1) of this Clause and
thereafter no dispute under this Sub-Contract shall be referable to arbitration without further
submission by the Contractor and the sub-Contractor.

(4) Any reference to arbitration under sub-clause (1) hereof shall not be opened until after the
completion or alleged completion of the Main Works or termination of the Main Contract and
this Sub-Contract without the written consent of the Contractor.

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IN WITNESS whereof the parties hereto have hereunto set their respective hands the day and year first
above written.

Signed by__________________________)
for and on behalf of the Contractor ______________________________
Signature & Company Chop

in the presence of :- )

(Name of Witness) )

(Address)

Witness : )

Signed by__________________________)
for and on behalf of the Sub-Contractor ______________________________
Signature & Company Chop

in the presence of :- )

(Name of Witness) )

(Address)

Witness : )

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First Schedule

(Particulars of the Main Contract)

Employer :

Engineer :

Contractor :

Main Contract
Commencement Date :

Main Works :

Main Contract Conditions :

Brief Description of Main Works :

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Second Schedule

(Particulars of the Sub-Contractor)

Name of Sub-Contractor :

Business Registration No. :

Expiry Date :

Name of Authorized Signature :

Authorized Signature :

in the capacity of :

duly authorized to sign for and on behalf of + :

Trading in ___________ under the style of * :

Registered address :

_______________________________________________________________________________

Name of I. D. Card No. Residential Address

Partners of Partners
_______________________________________________________________________________

_________________________________________________________________________________

+ In the case of a limited company, insert the name of the Company.

* In the case of a partnership or unincorporated body, insert the names of all partners and the name of
the firm.

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Third Schedule

Part A. Further documents forming part of the Sub-Contract

Part B. The Sub-Contract Works

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Fourth Schedule

A) The Price :

B) Amount of the Bond :

(Clause 2(3))

C) Period for Completion :

(Clause 8(1))

D) Liquidated Damages :
(Clause 8(8))

E) (i) Percentage of Retention :

(Clause 17 (3))

(ii) Limit of Retention :

(iii) Release of Retention :

F) Fluctuations :
(Clause 21(1)(j))

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Fifth Schedule

(Contractor's Facilities - Clause 6)

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Sixth Schedule

Part I

Sub-Contractor's Insurances

Part II

Contractor's Insurances

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Seventh Schedule

(Form of Bond - Clause 2(3))

BY THIS BOND WE,

whose registered/principal office is at
(hereafter called "the Sub-Contractor")

and

whose registered office is at __________________________________(hereinafter called "the surety")

are held and firmly bound unto _____________________________________ for the payment of
which sum the Sub-Contractor and Surety bind themselves their successors and assigns jointly and
severally by these presents.

In Witness whereof this bond has been executed the day of

WHEREAS BY
dated the Contractor has undertaken to execute and maintain certain works
(hereinafter referred to as "the Main Works") AND WHEREAS by a Sub-Contract dated
made between the Contractor and the Sub-Contractor (hereinafter referred
to as "the Sub-Contract") the Sub-Contractor has agreed to execute and maintain certain works forming
part of the Main Works as more particularly described in the Sub-Contract and the Sub-Contractor and
Surety have agreed to provide this Bond.

NOW THE CONDITIONS OF THE ABOVE-WRITTEN BOND ARE:-

1. Upon demand in writing made by the Contractor upon the Surety from time or at any time
hereunder, the Surety shall forthwith without proof or further conditions on the part of the
Contractor pay to the Contractor the sum mentioned in the said demand.

2. The obligations of the Surety hereunder shall remain in full force and effect and shall not be
affected or discharged by any alteration to the terms of the said Sub-Contract made by agreement
between the Contractor and the Sub-Contractor or in the extent or nature of the works to be
carried out thereunder and the Surety's obligations hereunder shall not be affected or discharged by
any time being given to the Sub-Contract or by any other indulgence or concession to the Sub-
Contractor or by any forbearance forgiveness or any other done omitted or neglected to be done
under the Sub-Contract or any other bond security or guarantee now or hereafter held by the
Contractor for all or any part of the obligations of the Sub-Contractor under the Sub-contract or
by the release or waiver of any such bond security or guarantee.

3. The obligations of the Surety hereunder shall be continuing and shall remain in operation until the
Sub-contract shall have been duly and properly performed and completed according to the true
purport intent and meaning thereof or until this Bond shall have been paid in full, whichever shall
first occur.

4. This bond shall remain a binding obligation upon and be enforceable against the Surety
notwithstanding any defect or invalidity in its enforceability against the Sub-Contractor.

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Guidance for Standard Form of Subcontract CHEC

5. Notwithstanding anything else herein contained the aggregate liability of the Surety hereunder shall
not exceed the sum of________.

6. This instrument is irrevocable by the Sub-Contractor or by the Surety as from the date hereof.

7. This Bond shall be governed by and interpreted according to the law of ________and the Sub-
Contractor and Surety hereby agree to submit to the non-exclusive jurisdiction of the
____________.

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Guidance for Standard Form of Subcontract CHEC

THE COMMON SEAL of the Sub-Contractor was hereunto affixed in the presence of:-

Witness

Witness

OR

SIGNED SEALED AND DELIVERED

for and on behalf of and lawful attorney of the Sub-Contractor under a power of attorney dated
in the presence of:-
Witness

THE COMMON SEAL of the Surety was hereunto affixed in the presence of:-

Witness

Witness

OR

SIGNED SEALED AND DELIVERED for and on behalf of and as lawful attorney of the Surety under
a power of attorney dated
by
in the presence of:

Witness

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