SPECIAL CONDITIONS OF SUB-CONTRACT

1. The terms and conditions upon which COMPANY contracts with any sub-contractor for the performance of
any works and/or the supply of materials and/or goods shall be deemed to be the conditions of sub-
contract as set out in the standard form of sub-contract stated to be applicable in COMPANY’s Letter of
Acceptance (the Standard Sub-Contract Conditions), subject to the variations and additions set out
hereunder, the provisions of the invitation to tender and COMPANY’s Letter of Acceptance, and the
relevant terms of the principal contract/agreement (all of which are together referred to hereunder as the
Sub-Contract Documents).

2. In the event of any conflict between any of the Sub-Contract Documents the provisions of these Conditions
will override any conflicting provisions of the Standard Sub-Contract Conditions or of the invitation to
tender; the Letter of Acceptance will override any conflicting provisions hereof or of the Standard Sub-
Contract Conditions of the invitation to tender; and the Standard Sub-Contract Conditions will override any
conflicting provisions of the invitation to tender.

3. The Sub-Contractor’s tender/offer is warranted by the Sub-Contractor to be in accordance with the terms,
conditions and descriptions contained in the principal Construction contract/agreement under which
COMPANY has contracted to perform the relevant works (hereinafter referred to as the Principal
Agreement), the Bills of Quantities (if applicable) and/or Specifications with which (as well as the with
documents referred to therein and in 1 above) the Sub-Contractor shall be conclusively deemed to be fully
conversant; and no warranty is given by COMPANY in respect of the contents thereof. Acceptance by
COMPANY of any work performed by the Sub-Contractor and/or of delivery and/or installation of any
materials shall not at any time be construed as constituting acceptance of due performance by the Sub-
Contractor unless and until such work and/or materials have been finally accepted on behalf of the
Employer in accordance with the provisions of the Principal Agreement.

4. No terms or conditions which the Sub-Contractor may have sought to impose in his tender or elsewhere
shall be binding upon COMPANY unless specifically recorded in the Letter of Acceptance or accepted by
COMPANY in writing subsequent to the issue thereof. The Sub-Contractor shall be deemed to have
accepted all of the terms and conditions set out in the Letter of Acceptance and these conditions unless
the Sub-Contractor rejects such terms and conditions within 14 days of the date of the Letter of
Acceptance; and the commencement by the Sub-Contractor of the Sub-Contract Works shall in any event
be deemed to constitute the Sub-Contractor’s acceptance of these Conditions and, in particular the
provisions of this clause.

5. The Sub-Contractor will commence the Sub-Contract Works within one week after the issue of instructions
by COMPANY to that effect and will complete the same (and each separate part thereof, (if applicable) in
accordance with such programme for the carrying out and completion of the Sub-Contract Works as shall
be applicable from time to time in accordance with the further provisions of this clause (the Sub-Contract
Programme). Any estimated start date stated in the Letter of Acceptance is furnished for the Sub-
Contractor’s information according to COMPANY’s best information at the time but shall not be binding on
COMPANY who shall be entitled to determine the date upon which the Sub-Contractor shall commence by
notice to the Sub-Contractor in terms of this clause. The applicable Sub-Contract Programme shall comprise
those portions of the overall programme for the completion of the whole of the works to be completed in
terms of the Principal Agreement as are relevant to the Sub-Contract Works, as amplified and/or amended
by such programmes as may be issued by COMPANY from time to time both prior to and during the
continuance of the works, the issue of which shall at all times remain in the sole discretion of COMPANY and
shall be binding on the Sub-Contractor. The onus shall rest upon the Sub-Contractor to inform himself of the
relevant provisions of such overall programme, and to comply therewith, subject to the provisions of this
clause. All references to the Programme in the Standard Sub-Contract Conditions are to be construed as
referring to the applicable Sub-Contract Programme as determined from time to time in terms of this clause
as aforesaid. The Sub-Contractor shall be entitled to claim extensions of time for the completion of the Sub-
Contract Works in accordance with the provisions of the applicable Standard Sub-Contract Conditions but,
insofar as any such claim arises from circumstances which give rise to a claim for a similar extension by
COMPANY in terms of the Principal Agreement, the Sub-Contractor shall be conclusively bound by the
decision of the Agent (or Arbitrator) who adjudicates COMPANY's claim in terms of the Principal
Agreement.

6. In the event that the Sub-Contractor shall fail to bring the Sub-Contract Works (or any of the parts or stages
thereof for which separate completion dates are set) to completion by the date/s set for such completion
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in terms of the said Sub-Contract Programme (as amended if appropriate) or any extension thereof to
which the Sub-Contractor is entitled, COMPANY shall be entitled to recover from the Sub-Contractor all
costs, damages and/or loss suffered by COMPANY arising either directly or indirectly from the Sub-
Contractor s failure as aforesaid or, at COMPANY's choice, to recover from the Sub-Contractor penalties
at the rate stated in the Letter of Acceptance for the period of the delay without prejudice to COMPANY's
right to recover such further costs, damages and/or losses arising either directly or indirectly from the Sub-
Contractor’s failure aforesaid as COMPANY may have incurred; and COMPANY's further rights in terms of
Clause 31 below. For the purposes of the application of this clause, completion of the Sub-Contract Works
and of any part thereof shall be deemed to have been achieved when the same are, in the opinion of
COMPANY, substantially complete and able to be used for the purpose intended, whilst completion of any
stage of the Sub-Contract Works shall be deemed to have been achieved when the same have, in the
opinion of COMPANY, reached the state of completion contemplated in the Sub-Contract Programme; but
the Sub-Contract Works shall not otherwise be regarded as complete insofar as the terms of the Sub-
Contract Works impose further obligations upon the Sub-Contractor.

7. Monthly progress payments will only be made provided COMPANY has received from the Sub-Contractor a
detailed invoice in duplicate which must reach COMPANY's offices by not later than the 2oth of the month
to be included (if otherwise acceptable) in the monthly valuation. Payment of claims accepted by
COMPANY (which acceptance will be at COMPANY's discretion) will be made by COMPANY to the Sub-
Contractor by the last day of the following month or ten days after actual receipt by COMPANY of
payment of the amount of the Sub-Contractor s claim from the Employer under the Principal Agreement;
whichever is the later. Under no circumstances shall any amount owing to the Sub-Contractor become due
for payment by COMPANY unless such amount has been included in a payment certificate issued in terms
of the Principal Agreement and COMPANY has been paid the amount of such certificate in full. In the
event of the Employers insolvency, COMPANY's liability to the Sub-Contractor shall be limited to a pro rata
share of any dividend that COMPANY may receive, bearing the same proportion to the total dividend so
received as the quantum of the Sub-Contractor's claim bears to the total amount of COMPANY's claim. This
clause will in no way prejudice trade or cash discounts.

8. The Sub-Contractor may not cede the right to receive payment of any part of the monies due to him in
terms of the Sub-Contract without the prior written permission of COMPANY; without prejudice to the right of
COMPANY to recognise any cession at any time.

9. COMPANY shall be entitled to deduct from any payments certified as due to the Sub-Contractor and/or
otherwise payable to the Sub-Contractor in terms of the Sub-Contract the amount of any contra accounts
and/or other claims which COMPANY may have against the Sub-Contractor in connection with the Sub-
Contract or any other contract or other cause of debt. The right of deduction afforded to COMPANY in
terms of this clause shall not be limited to liquidated amounts but may include any estimate made by
COMPANY in its discretion of damages or other unliquidated amounts which COMPANY may allege to be
due to it; and are in addition to and not in substitution for the rights of COMPANY under any performance
guarantee furnished in terms of clause 10.

10. The Sub-Contractor shall within 14 days of the date of the Letter of Acceptance furnish COMPANY with a
performance/construction guarantee in a form acceptable to COMPANY issued by an institution approved
by COMPANY in terms of which the Sub-Contractor's performance of his obligations in terms of the Sub-
Contract are secured to COMPANY's satisfaction. Failure by the Sub-Contractor to furnish such guarantee
on due date shall be deemed to be a material breach of contract entitling COMPANY to cancel the Sub-
Contract without further notice. Without prejudice to COMPANY's right to terminate as aforesaid, it is
specifically recorded that COMPANY shall not be obliged to make any payment to the Sub-Contractor to
which the Sub-Contractor would otherwise be entitled, until the said guarantee has been furnished.

11. The issuing of the Final Payment under this Sub-Contract is conditional on the return of the Reconciliation
Statement of Final Account issued by COMPANY, duly signed by the Sub-Contractor, to COMPANY's office.

12. No work shall be paid on a day work basis unless agreed to in writing by COMPANY's Contract Manager
and unless day work sheets are submitted to COMPANY's nominated representative within seven days of
the end of each week during which such work is carried out.

13. The Sub-Contractor’s quotation rates are fixed for the duration of the Principal Agreement including all
extensions thereof subject only to the conditions in respect of fluctuations specified in the Letter of
Acceptance.
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14. Where prices for variations are submitted by the Sub-Contractor during the currency of the contract, it is
expressly understood that these are for purposes of consideration only, and will not be binding upon
COMPANY unless specifically accepted by COMPANY in writing and by the Agent in terms of the Principal
Agreement for purposes of his valuation of the relevant work.

15. Where the Sub-Contract is a Lump Sum sub-contract, the schedule of rates provided by the Sub-Contractor
will only be used to price variations which arise during the currency of the Contract.

16. All measurements must be checked by the Sub-Contractor on site beforehand, and no responsibility shall
rest upon COMPANY to notify the Sub-Contractor of the availability of the Works for this purpose.
Subsequent rectification of errors due to neglect of this condition will be for the Sub-Contractor’s account.
The Sub-Contractor is to advise COMPANY timeously of his full requirements with regard to chases, holes,
recesses and other details so that these may be incorporated in the structure as the Works proceed. If
alterations to the Works have to be effected as a result of the Sub-Contractor’s failure to advise the
contractor timeously as aforesaid, COMPANY will be entitled to require that the Sub-Contractor carry out
such alterations at his own expense, or, if COMPANY so determines, they will be carried out at the Sub-
Contractor’s cost by such person as COMPANY directs. The Sub-Contractor shall be solely responsible for
ensuring that he has available all such drawings as he may require for the proper execution of his works,
and that he keeps himself informed of all drawings, revisions of drawings and other information which may
be issued during the course of the contract. Any costs incurred by the Sub-Contractor arising out of reliance
on incorrect information shall be solely for the Sub-Contractor s account.

17. Where in terms of the Sub-Contract Documents, the Sub-Contractor is to prepare working drawings, the
Sub-Contractor must ensure that detailed working drawings are put in hand and agreed with the
Employer’s agent in good time so as to ensure no delays to site operations. No claims for delays on the
grounds of late approval by or lack of information from the Employer’s agent will be entertained unless
COMPANY is advised in writing within two (2) days of such approval or information being delayed; and no
period of delay which is claimed shall commence prior to a date three (3) days after the date of such
notification.

18. At the request of COMPANY, all rubbish and/or surplus material and plant of the Sub-Contractor and/or any
other matter brought by the Sub-Contractor onto the site and not incorporated into the Works must be
removed by the Sub-Contractor forthwith from the vicinity of the Works, paths, roads, etc. to an approved
position on the site, or removed from the site as may be directed. Should the Sub-Contractor fail to comply
with the provisions of this sub-clause on demand, COMPANY may itself undertake such removal or cause
the same to be undertaken, may dispose of any items so removed as COMPANY sees fit without
compensation to the Sub-Contractor, and may recover all costs incurred by COMPANY in doing so from
the Sub-Contractor. In the event of COMPANY exercising its aforesaid rights, the Sub-Contractor indemnifies
COMPANY, its agents and contractors against any claims for damages to or compensation for the items
removed or otherwise arising from such exercise, howsoever arising, including claims based upon alleged
negligence upon the part of COMPANY, its servants, agents or contractors.

19. The Sub-Contractor shall be obliged at his own cost to provide everything necessary for the execution of
the Sub-Contract Works, including (without derogating from the generality of the foregoing) the
preparation of all surfaces and the protection of adjoining and other work and cleaning off after
completion. The Sub-Contractor shall be solely responsible to ensure that all surfaces, screeds and other
prior work is to a fit and proper condition to receive the Sub-Contract Works.

20. The Sub-Contractor shall ensure that all samples required in terms of the Sub-Contract Documents
(including, in the case of aluminium works, samples of the anodising) are approved in time to meet delivery
dates. On approval the samples are to be delivered to COMPANY at the site where they are to remain until
the completion of the Contract. All materials which are subject to BS standards shall conform with those
standards and bear the BS mark. Where required by the Principal Agreement, materials manufactured or
produced in the [COUNTRY] shall be used.

21. The Sub-Contract price includes for the installation to be carried out to the highest standards of design and
workmanship and the Sub-Contractor warrants that it will satisfy all municipal, government and other
relevant regulations. Where routes for plumbing and drainage runs, electrical reticulation and the like are
not shown on the drawings, the Sub-Contract price is deemed to include for whatever route is adopted or
necessary.
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22. It is the Sub-Contractor’s sole responsibility to ensure that the Sub-Contract Works (including without
derogating from the generality thereof, all aluminium units, joinery, ironmongery, plumbing, fittings and the
like) are adequately protected against damage, deterioration or discolouration until the completion of the
contract. Any damage, deterioration or discolouration occurring during the contract period must be made
good at the Sub-Contractor's expense, and thereafter to the extent required by the Sub-Contract
Documents and the common law. All protection is to be removed by the Sub-Contractor on completion of
the Works or when notified by COMPANY.

23. Unless special arrangements are made, electrical power will only be made available at the COMPANY
compound and the Sub-Contractor is to make his own arrangements for providing suitable temporary
power for his own use on site.

24. A detailed sub-contract works programme must be submitted to COMPANY's office as and when
requested by COMPANY, including details of the number and categories of employees that the Sub-
Contractor intends to use on this site, and any other particulars which COMPANY may require; but such
programme shall not become binding upon COMPANY in any way, nor shall its submission nor its
acceptance by COMPANY derogate from the Sub-Contractor’s obligations to complete the Sub-Contract
Works in accordance with the Sub-Contract Programme determined in terms of Clause 5 above.

25. Sub-contractors will be responsible for ensuring that their employees on the site comply in all aspects to the
Occupational Health and Safety Act. All sub-contractor employees will be provided and will wear the
relevant personal protective equipment as directed by the COMPANY Site Management and as required
by the said Act. Prior to commencement of the work on site, the sub-contractor shall appoint a
“construction supervisor” on site in terms of the General Safety Regulation of the said act, and provide a
copy of the appointment to the main contractor. An “agreement with mandatory” will also be undertaken
in writing by the sub-contractor prior to commencement of the work on site in terms of the said Act. The
sub-contractor will fully comply with the environmental management programme where applicable and
will conduct his work in such a manner that it will not impact negatively on the environment. The sub-
contractor will participate in the activities of the site safety, health and environmental committee.

26. The Sub-Contractor will not be permitted to erect any advertisement or nameboard on the site but upon
request the Sub-Contractor’s name will be included at a nominal charge on any Sub-Contractor s
nameboard which may be erected by COMPANY.

27. The Sub-Contractor shall be obliged to ensure that his insurance broker or insurance company completes
COMPANY's standard Sub-Contractor's Proof of Insurance Form and returns it to COMPANY's brokers, whose
address is on the top of the form, by not later than seven days after receipt of COMPANY's Letter of
Acceptance and COMPANY shall be entitled to withhold any payment otherwise due to the Sub-
Contractor until the said Form has been returned, properly completed, without prejudice to COMPANY's
other rights. The Sub-Contractor is responsible for payment of any excess or deductible in respect of any
claims under policies effected in terms of the Principal Agreement. If so required by COMPANY, the Sub-
Contractor shall produce proof to COMPANY's satisfaction that the Sub-Contractor is registered and in
good standing with all such statutory and like bodies and in compliance with all statutory and like
requirements (including, without derogating from the generality of the aforegoing, the applicable Industrial
Council for the Construction Industry, and the requirements of the Workman’s Compensation Act and the
Regional Services Council).

28. The Sub-Contractor is to provide (and by entering into the Sub-Contract with COMPANY, the Sub-
Contractor shall be deemed to be bound by) all such warranties and/or guarantees in respect of the Sub-
Contract Works as are required to be provided in terms of the Principal Agreement and/or the Sub-
Contract Documents. Insofar as such guarantees and/or warranties are in favour of COMPANY, the Sub-
Contractor consents to them (and each of them) being ceded to the Employer and insofar as they are in
favour of the Employer, the Sub-Contractor shall be deemed to that extent to be a stipulatio alteri in favour
of and capable of acceptance by the Employer.

29. Where the Sub-Contract is for the supply of materials only, quantities will be calculated off drawings and
COMPANY's written instructions only for payment. COMPANY accepts no responsibility whatsoever for any
materials delivered to site in excess of the quantities calculated in the above manner. The Sub-Contractor is
to mark all items sent to site to comply with the referencing on the Architect's schedule where applicable.
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30. In the event that the works are commenced before the execution of the Principal Agreement whilst
COMPANY is acting on the basis of a Letter of Intent from or like arrangement with the Employer pending
conclusion of a formal contract, then, if the Principal Agreement is not concluded for any reason and the
Works of which the Sub-Contract Works form part are consequently terminated, the Sub-Contract will
terminate simultaneously, and the Sub-Contractor will forthwith suspend all further work and be paid for the
value of all work executed at date of termination. Subject to the Sub-Contractor’s right to payment as
aforesaid neither COMPANY nor the Sub-Contractor will have any claim against the other arising out of the
termination of the Sub-Contract, save that COMPANY's rights against the Sub-Contractor in respect of
defective work and/or materials or otherwise arising out of the work performed by the Sub-Contractor will
remain unaffected. This condition will lapse immediately that the Principal Agreement is finally concluded
(including the fulfilment of all suspensive conditions to which such contract may be subject).

31. In the event of the Sub-Contractor failing at any time to proceed or continue with the Sub-Contract Works
in accordance with the Sub-Contract Programme (as defined in 5 above) or to comply with any instruction
given to the Sub-Contractor by COMPANY or failing to fulfil any other term of these Conditions of Sub-
Contract and/or any other of the Sub-Contract Documents or suffering the judgement of any court of law
to be taken against it or of application being made for the Sub-Contractor’s sequestration or liquidation or
judicial management or of the Sub-Contract offering to assign its Estate for the benefit of its creditors, than
and in any such event COMPANY shall be entitled without notice (in addition to and without prejudice to
any other rights available to it at law) forthwith to cancel the Sub-Contract by notice given to the Sub-
Contractor to that effect and COMPANY shall thereupon have all those rights and remedies as are
afforded to COMPANY (in terms of the Standard Sub-Contract Conditions as defined in 1 above) in the
event that COMPANY cancels the Sub-Contract by reason of the Sub-Contractor’s default as envisaged
therein.