STD Form Building Sub Contract

The Standard Form of Building
Sub-Contract
2019 Edition
Issued by
Since 8th May 2018 when Arbitration (Amendment) Act 2018 (the “Act”) came into operation, the
Kuala Lumpur Regional Centre for Arbitration (the “KLRCA”) has been renamed as the Asian
International Arbitration Centre (Malaysia) (the “AIAC”). All references to the KLRCA in any written
law or in any instrument, deed, title, document, bond, agreement or working arrangement subsisting
immediately before the coming into operation of this Act shall, when this Act comes into operation, be
construed as a reference to the AIAC. All acts, approvals, directions, notices, guidelines, circulars,
guidance notes, practice notes, rulings, decisions, notifications, exemptions and other executive acts,
howsoever called, done, given or made by the KLRCA before the coming into operation of the Act shall
continue to remain in full force and effect, until amended, replaced, rescinded or revoked.
Std Form Building Sub-Contract(update 5th_Print ready.indd 1 11/23/18 4:47 PM

First published: 2017
Published by: Asian International Arbitration Centre
Bangunan Sulaiman,
Jalan Sultan Hishamuddin,
50000 Kuala Lumpur
Malaysia
T: +603 2271 1000

F: +603 2271 1010
E: [email protected]
W: www.aiac.world
Copyright © 2019 Asian International Arbitration Centre

TABLE OF CONTENTS
ARTICLES OF AGREEMENT
PRELIMINARY RECITALS
ARTICLES
Article 1 Sub-Contractor’s Obligations 3

Article 2 Sub-Contract Documents 3
Article 3.1 Sub-Contract Sum 3
Article 3.2 Valuation of the Sub-Contract Works 5
Article 4 Sub-Contract Administrator (“CA”) 5
Article 5 Architect 6
Article 6 Engineer 6
Article 7 Quantity Surveyor 6
Article 8 Specialist Consultant 7
Article 9 Definitions 7
Article 10 Meanings 13

ATTESTATION/SIGNATORIES OF THE PARTIES 14
THIS SUB-CONTRACT CONDITIONS
1.0 Sub-Contractor’s General Obligations 15

1.1 Completion of Sub-Contract Works 15
1.2 Site Operations, Temporary Works and Methods of Construction 15
1.3 Sub-Contractor’s Design, Responsibilities and Design Guarantee Bond 15
1.4 Discrepancy or Divergence between Sub-Contract Documents 17
1.5 Safety Procedures 17
1.6 Avoidance of Interference 17
1.7 Maintenance of Access Route 18
1.8 Protection of the Environment 18
1.9 Progress Reports 18
1.10 Co-operation, Order and Timing for Carrying out the Sub-Contract Work 19
2.0 Sub-Contractor’s Duties, Liabilities and Benefits in Connection With the

Main Contract 19
2.1 Sub-Contractor’s Duty to Comply with Relevant Main Contract Obligations 19
2.2 Indemnity to Contractor 20
2.3 Right to Sue in the Name of the Contractor 20
3.0 CA’s Instructions and Compliance Thereof 20

3.1 Compliance with CA’s Instructions 20
3.2 Consent by Contractor for CA to Issue CA’s Instructions Directly to the
Sub-Contractor 20
3.3 Failure of Sub-Contractor to Comply with CA’s Instruction 21
3.4 Dispute as to CA’s Power to Issue Instructions 21
3.5 Delayed Instructions 22
The Standard Form of Building Sub-Contract iii

4.0 Sub-Contract and Other Documents 22
4.1 Custody and Care of the Documents 22
4.2 Copies of Documents 23
4.3 Further Drawings or Details 23
4.4 Sub-Contractor to Provide Sub-Contract Works Programme 23
4.5 Sub-Contract Works Programme Not Part of or Incorporated into the Sub-Contract
Documents 24
4.6 Submission, Approval, and Use of Sub-Contract Works Programme 24
4.7 Submission of Design and Drawings by Sub-Contractor 24
4.8 Limitation of Use of Documents 24
4.9 As-built Drawings, etc. 25
5.0 Statutory Obligations, Notices, Fees, Levies and Charges 25

5.1 Compliance with Statutory Requirements 25
5.2 Inconsistencies with Statutory Requirements 25
5.3 Conformance with Statutory Obligations 26
5.4 Fees, Levies or Charges 26
6.0 Works and Services to Conform to Sub-Contract 26

6.1 Standards of Works, Workmanship, Materials, Good and Services 26
6.2 Production of Proof of Compliance for Materials and Goods 26
6.3 Inspection and Testing 27
6.4 Works, Materials, Workmanship and Goods Not in Accordance with Sub-Contract 27
6.5 No Compensation for Time and Cost 28
6.6 Compliance with Contractor’s Instruction 28
6.7 Warranties or Guarantees in Respect of Any Works, Materials and Goods 28
7.0 Royalties and Intellectual Property Rights 29

7.1 Indemnity to Contractor Against Claims 29
7.2 Exclusion of Sub-Contractor’s Liability to Pay for Infringement 29
7.3 Government and/or Appropriate Authority Royalties 29
8.0 Site Agent 30

8.1 Site Agent and His Assistants 30
8.2 Instructions to Site Agent 30
8.3 Removal of Person Employed on the Sub-Contract Works 30
9.0 Access to the Sub-Contract Works and General Attendance 31

9.1 Access to Sub-Contract Works to All Persons concerned 31
9.2 General Attendance, and Use of Scaffolding 31
10.0 Variations 32
10.1 Definition of Variation 32
10.2 No Variation Required by the Contractor or the CA Shall Vitiate Sub-Contract 32
10.3 Dispute with Regard to whether a Work Constitutes a Variation 33
10.4 Issue of Variation 33
10.5 Valuation of Variations 33
10.6 Valuation Rules 34
10.7 Compliance with the CA’s Instruction on Variation or Provisional Sums
Pending Valuation 35
10.8 Additional Expenses caused by Variation 36
10.9 Variation and Additional Expenses Added to Sub-Contract Sum 36
11.0 Sub-Contract Sum and Valuation of the Sub-Contract Works 37

11.1 Sub-Contract Sum and Valuation of the Sub-Contract Works 37
iv The Standard Form of Building Sub-Contract

12.0 Materials or Goods Not to be Removed 37
12.1 Materials or Goods Not to Be Removed 37
12.2 Materials or Goods Paid for Becomes Employer’s Property 37
12.3 Warranty of Title of Goods and Materials 37
13.0 Practical Completion and Defects Liability 38

13.1 Certificate of Practical Completion 38
13.2 Certificate of Practical Completion, or Deemed Practically Complete 38
13.3 Sub-Contractor’s Failure to Rectify 39
13.4 Obligation to Clear Out Upon Completion 39
13.5 Attending to Outstanding Works and Defects After Practical Completion 39
13.6 Instruction to Make Good Defects within Defects Liability Period 40
13.7 Remedial Works to Main Contract Works Due to Defects in the Sub-Contract Works 40
13.8 Remedial Works Due to Defects in the Main Contract Works 41
14.0 Date of Commencement, Dates for Commencement Given for Sections

and Date for Completion 41
14.1 Date for Commencement and Completion Date 41
14.2 Dates of Commencement Given for Sections 41
14.3 Different Completion Dates for Identified Sections or Parts of Works 41
14.4 Suspension of Sub-Contract Work 42
15.0 Damages for Non-Completion 42

15.1 Consequence of Delayed Completion 42
15.2 Liquidated Damages Amount Deemed as Agreed 43
16.0 Assignment or Sub-Contracting 43

16.1 Consent Required to Assign Rights, Interests or Benefits under the Sub-Contract 43
16.2 Sub-Contracting Portion of Sub-Contract Works 44
17.0 Injury to Persons or Property and Indemnity to Contractor 44

17.1 Indemnity Against Claims on Contractor for Injury to or Death of Persons 44
17.2 Indemnity Against Claims on Contractor for Injury to Property 44
17.3 Sub-Contractor to Indemnify Against Claims by Workmen 44
17.4 Indemnities Not to Be Defeated 45
18.0 Duty of Sub-Contractor to Insure 45

18.1 SOCSO and Insurances for Workmen 45
18.2 CAR Insurance by Contractor 46
18.3 CAR Insurance by Employer 46
18.4 Approval of Insurance Companies 46
18.5 Contractor’s or Sub-Contractor’s Default 46
19.0 Extension of Time (“EOT”) 46

19.1 Application for EOT 46
19.2 Sub-Contractor to Keep Contemporary Records 48
19.3 Determination of EOT Application 48
19.4 Other Considerations and Limitation in Fixing Completion Date 48
19.5 Sub-Contractor to Prevent Delay 48
19.6 Time Impact Events 48
19.7 Delay Caused by the Contractor 51
19.8 CA’s Review of EOT after Practical Completion 52
19.9 Contractor’s Review of EOT 53
19A.0 EOT Pursuant to Section 29 of CIPAA 53

19A.1 Application for EOT 53
19A.2 Adjudication Decision is Set Aside or Superseded by Court or Arbitration 54
The Standard Form of Building Sub-Contract v

20.0 Loss and/or Expense Caused by Matters Affecting the Regular Progress
of the Sub-Contract Works 54
20.1 Application to Ascertain Loss and/or Expense 54
20.2 Sub-Contractor to Keep Contemporary Records 55
20.3 Circumstances Materially Affecting Progress of the Works 55
20.4 Amount Ascertained to be Added to Sub-Contract Sum, and Included in Certificate 55
20.5 Loss and/or Expense Arising from Contractor’s Default 56
20.6 Loss and/or Expense Arising from Sub-Contractor’s Default 57
20.7 Claims under Clauses 20.5 and 20.6 Not to Be Included in Final Account 58
20A.0 Loss and/or Expense Incurred Pursuant to Section 29 of CIPAA 58

20A.1 Application for Loss and/or Expense 58
20A.2 Contemporary Records 59
20A.3 Ascertainment of Loss and/or Expense 59
20A.4 Adjudication Decision Is Set Aside or Superseded by Court or Arbitration 59
21.0 Determination by Contractor 59

21.1 Defaults by Sub-Contractor 59
21.2 Determination of Employment of Sub-Contractor 60
21.3 Sub-Contractor Becoming Insolvent, etc 60
21.4 Bribery or Corrupt Practices 60
21.5 Rights and Duties of Contractor and Sub-Contractor on Determination of
Employment of Sub-Contractor 61
21.6 Site Inspection and Records of Works 62
21.7 Settlement of Account Upon Determination 63
21.8 Contractor’s Other Rights and Remedies Not Prejudiced 64
22.0 Determination by Sub-Contractor 64

22.1 Defaults by Contractor 64
22.2 Determination of Own Employment 64
22.3 Contractor Becoming Insolvent, etc. 64
22.4 Rights and Duties of Contractor and Sub-Contractor Upon Determination 65
22.5 Site Inspection and Records of Works 65
22.6 Settlement of Account Upon Determination 66
22.7 Sub-Contractor’s Other Rights and Remedies Not Prejudiced 67
23.0 Determination of Contractor’s Employment by Employer 67

23.1 Defaults by Sub-Contractor 67
23.2 Determination by Contractor of his Own Employment 67
24.0 Payment and Final Account 67

24.1 Submission of Payment Application 67
24.2 Amount Claimed in Payment Application 68
24.3 Payment and Set-Off 68
24.4 Retention Fund and Release thereof 69
24.5 Direct Payment to Sub-Contractor by Employer 69
24.6 Final Account 69
24.7 Items in Final Account 71
24.8 Early Final Payment to Sub-Contractor 71
24.9 Final Payment and Final Certificate Not Conclusive 72
24.10 Suspension of Sub-Contract Works for Non-Payment 72
24.11 Suspension of Main Contract Works by the Contractor under the Main Contract 72
24A.0 Direct Payment Under Section 30 of CIPAA 72

24A.1 Direct Payment Pursuant to Section 30(3) of CIPAA 72
24A.2 No Recourse Against the Contractor 73
vi The Standard Form of Building Sub-Contract

25.0 Arbitration 73
25.1 Agreement to Refer Disputes or Differences to Arbitration 73
25.2 Powers of Arbitrator 73
25.3 Commencement of Arbitration 73
25.4 Consolidation of Arbitration Proceedings 73
25.5 Arbitration Award to Be Final and Binding 74
26.0 Mediation 74
26.1 Mediation Under AIAC Mediation Rules 74
26.2 Prior Reference to Mediation Does Not Prejudice the Parties Rights to Arbitration 74
26.3 Reference of Disputes to Mediation at Any Time 74
27.0 Service of Notices or Documents Under Sub-Contract and CIPAA 74

27.1 Service of Notices or Documents Under Sub-Contract 74
27.2 Service of Notices or Documents under CIPAA 75
27.3 Written Communication 75
28.0 Performance Bond/Performance Guarantee Sum 75

28.1 Submission of Performance Bond 75
28.2 Form of the Performance Bond 75
28.3 Validity of the Performance Bond 75
28.4 Failure to Extend the Validity 76
28.5 Payments from the Performance Bond 76
28.6 Return of Performance Bond 76
28.7 Performance Guarantee Sum 76
29.0 Governing Law 76

29.1 Laws of Malaysia Shall Apply 76
30.0 Waiver 77
30.1 Waiver 77
APPENDIX 78
The Standard Form of Building Sub-Contract vii

The Standard Form of Building Sub-Contract
2019 Edition
Issued by AIAC
ARTICLES OF AGREEMENT
THIS SUB-CONTRACT AGREEMENT is made on the ……….... day of ………..

year ………………….
Between
…………………………………………………………………..... ………………………...….
of (or whose registered office is situated at) ………………………………………..………
……………………………………………..……….………………...…………………
……………………………………..……….………………...…………………………
……………………………………………..……….………………...………………
…………………………………………………… (hereinafter called the “Contractor”) of
the first part;
And
…………………………………………………………………...…….……………………….
of (or whose registered office is situated at) ………………………………………..…
……………………………………………......…….………………………………………
…………………………………………..…………………….........................................
(hereinafter called the “Sub-Contractor”) of the second part.
WHEREAS
A. …………………………………….…………is the Employer of the Project known

as.....................................………………..…………………………………………
……………………………………………..……….………………...………………
……………………………………………..……….………………...………………
…………………………………......... situated at ..............…………………………
………………………………………………………(hereinafter called the “Site”).

B. The Employer has entered/will enter into a contract with the Contractor
(hereinafter called the “Main Contract”) for the execution and completion of the
The Standard Form of Building Sub-Contract 1

Main Contract Works described as …………………………………………………
……………………………………………..……….………………...………………
…………………………………………………………………………………………..
C. As part of the execution and completion of the Main Contract Works, the
Contractor is obliged to execute and complete ………………………………..…
…………………………………………………………………………………………
…………………………………………………………….... (hereinafter called the
“Sub-Contract Works”). The Employer has caused the following Sub-Contract
Drawings identified as ....…………………………………………………………..,
the Specification, and Sub-Contract Bills showing and describing the Sub-
Contract Works to be prepared by or under the direction of his Contract
Administrator and Consultant.
D. Pursuant to the Main Contract, the Contract Administrator, with the approval of
the Employer, has nominated the Sub-Contractor abovenamed to undertake
the Sub-Contract Works upon the terms and conditions contained herein.
E. The Contractor and the Sub-Contractor agree for the Sub-Contractor to carry
out and complete the Sub-Contract Works upon the terms and conditions
contained herein.
F. The Sub-Contractor has had reasonable opportunity to examine, and have full
knowledge of the parts of the Main Contract which are relevant and necessary
for the execution and completion of the Sub-Contract Works.
2 The Standard Form of Building Sub-Contract

Now the Employer and the Contractor agree as follows:
Article 1
Sub-Contractor’s Obligations
In consideration of the payments to be made by the Contractor to the Sub-Contractor
as mentioned in this Sub-Contract, the Sub-Contractor agrees with the Contractor to
execute and complete the Sub-Contract Works in conformity with the provisions of this
Sub-Contract.
Article 2
Sub-Contract Documents
The following documents shall be deemed to form, and be read and construed as part of
the Sub-Contract Documents:
(a) The Letter of Appointment;

(b) This Articles of Agreement;
(c) The Sub-Contract Conditions and the Appendix;
(d) The Employer’s Requirements, which are relevant to the Sub-Contract Works;
(e) The Specification;
(f) The Sub-Contract Drawings;
(g) The Sub-Contract Bills and Schedule of Rates*;
(h) ……………………………………………..; and
(i) Any other documents incorporated in the Sub-Contract Documents, unless
expressly stated to be excluded in any of the Sub-Contract Documents.
[*] Delete or amend as may be necessary or required by the Parties.
The Sub-Contract Documents are to be read as mutually explanatory of one another. In

the event of any conflict or inconsistency between any of the Sub-Contract Documents,
the priority in the interpretation of such documents shall be in the descending order as
listed above.
Article 3.1
Contract Sum
The Contractor will pay the Sub-Contractor the sum of …………………………………………
…………………………………………… (RM………………………………..) or such other
sum as shall become payable under the Sub-Contract and be paid in the manner prescribed
by the Sub-Contract. Sub-Contract Sum means–

(a) where the Contractor accepted a lump sum, a fixed firm lump sum. Save as
otherwise expressly provided in the Sub-Contract, the Sub-Contract Sum which
is agreed on a fixed firm lump sum basis shall not be adjusted or altered in any
way whatsoever (“Lump Sum”). Any errors in the prices and rates in the Schedules
shall be corrected and/or rationalised by the Contractor, with the approval of the
CA, without any changes to the lump sum before signing of the Sub-Contract.
Notwithstanding Article 2, for the purposes of works executed based on lump sum,
the quantities in the Bill of Quantities and the prices and rates in the Schedules
shall be used for reference only and shall not form part of the Sub-Contract.
Unless otherwise provided, the fixed firm lump sum price is deemed to include
all ancillary and other works and expenditure, which may or may not have been
specifically mentioned or described in the Sub-Contract Documents, but which are
indispensably or contingently necessary to be carried out to bring the Sub-Contract
Works to completion or to overcome difficulties before completion in accordance
with the Sub-Contract;
(b) where the Contractor accepted the Sub-Contract Works (or any part of the Sub-
Contract Works) to be valued based on re-measurement, and unless otherwise
stated or amplified by the Parties, the method of measurement shall be in accordance
with the Bill of Quantities and the applicable Schedules. The quantities of the works
executed shall be subject to remeasurement. For the avoidance of doubts, any
error in description, quantity or omission of items in the Sub-Contract Bills shall not
vitiate the Sub-Contract and shall be rectified by the Contractor, with the approval
of the CA. Unless otherwise expressly stated in the Sub-Contract, the sum for the
works executed shall be ascertained based on the rules as follows:
(i) where work is of similar character to the work as specified in the Sub-Contract,
is executed under similar conditions, and the quantity of the work is not changed
by more than ……. (*if none is stated, then 12%) from the quantity of this item
of work in the Sub-Contract, the rates and prices in the Bill of Quantities and
applicable Schedules shall determine the valuation;
(ii) where work is of a similar character to the work set out in the Sub-Contract but
is not executed under similar conditions or, is executed under similar conditions
but the quantity of work is changed by more than ……. (*if none is stated, then
12%) of the quantity of this item of work specified in the Sub-Contract, the rates
and prices in the Bill of Quantities and applicable Schedules shall be the basis
for determining the valuation which shall include a fair adjustment of the rates
to consider such difference;
(iii) where work is of a different character to the work as set out in the Sub-
Contract, the valuation shall be at fair market rates and prices determined by
the Contractor, with the approval of the CA;
(iv) where work cannot be properly measured and valued in accordance with
Articles 3.1(a), (b) or (c), the Sub-Contractor shall be allowed the daywork
rates specified in the Bill of Quantities and applicable Schedules, or where
there are no such daywork rates in the Sub-Contract Bill of Quantities and
applicable Schedules, the actual cost to the Sub-Contractor of his materials,
transport and labour for the work concerned, plus fifteen (15) percent, which
percentage shall include the use of all tools, plant, scaffolding, supervision,
overheads, profit and similar charges. In either case, the Sub-Contractor shall

provide the vouchers specifying the time spent on a daily basis in carrying
out the works, the workers’ names and designation, the materials, additional
construction plant, scaffolding and transport used which shall be signed by
the Site Agent and verified by the Site Staff and shall be delivered to the
Contractor at weekly intervals (or any other period as reasonably determined
by the Contractor, with the approval of the CA) with the final records delivered
not later than fourteen (14) Days after the work has been completed. Where
the Sub-Contractor fails to provide the vouchers as aforesaid, the Contractor,
with the approval of the CA, may at his discretion proceed to value the same
based on the information available to him;
or
(c) where the Contractor accepted a lump sum and re-measurement, the aggregate of
the sums referred to in paragraphs (a) and (b) above;
including Provisional Sums but excluding any variations which may be required to be made
under the Sub-Contract.
Article 3.2
Valuation of the Sub-Contract Works
Amount and Details of Scope of the

Types of Valuation
Sub-Contract Works
Fixed Firm Lump Sum Price …
Remeasurement according to quantities and
unit rates and prices set out in the Schedules
Or, any other type of valuation as agreed
between the Parties …
Article 4
Contract Administrator (“CA”)
The term ‘Contract Administrator’ or ‘CA’ referred to in the Sub-Contract means ..……
………………………………………………………………………………………………….……
of …………………………………………………………………………………………………….
………………………………………………………………………………………………………..
If no such Person named herein as the CA, then the Architect shall be the CA, and all
references to CA in this Sub-Contract shall refer to the Architect. Except where otherwise
provided in the Sub-Contract, no CA so appointed shall be entitled to disregard or overrule
any certificate or opinion or decision or approval or instruction given by the preceding
CA. In the event of his death or ceasing to be the CA for the purpose of this Sub-Contract,
such other Person as the Employer shall nominate and appoint within twenty-eight (28)
Days therefrom.

Article 5
Architect
The term ‘Architect’ referred to in the Sub-Contract means ………………………………
…………………………………………………………………………………………….……
of …………………………………………………………………………………………………….
………………………………………………………………………………………………………..
or in the event of his death or ceasing to be the Architect for the purpose of this Sub-
Contract, such other Person as the Employer shall nominate and appoint within twenty-
eight (28) Days therefrom. The Architect shall perform the duties expected of his
profession. The CA may from time to time delegate such duties and authority of the CA
to the Architect as the CA deems fit.
Article 6
Engineer
The term ‘Engineer’ in the Sub-Contract means:
(a) Structural & Civil Engineer: …………………………………………………………………

……………………………………………………………...................................................
of .................................................................................................................................
.....................................................................................................................................
...................................................……………………………………………………………
(b) Mechanical & Electrical Engineer: …………………………………………......................

…………………………………………………………………………………………………
of .................................................................................................................................
.....................................................................................................................................
...................................................……………………………………………………………
(c) …………………………………………………………………………………………………
of .................................................................................................................................
.....................................................................................................................................
...................................................……………………………………………………………
or in the event of his death or ceasing to be the Engineer for the purpose of this Sub-
Contract, such other Person as the Employer Engineer shall nominate and appoint within
twenty-eight (28) Days therefrom. The Engineer shall perform the duties expected of his
profession. The CA may from time to time delegate such duties and authority of the CA to
the Engineer as the CA deems fit.
Article 7
Quantity Surveyor
The term ‘Quantity Surveyor’ in the Sub-Contract means ………………………………….
…………………………………………….................................................................................

of ..........................................................................................................................................
………………………………………………………………………………………………………
……………….……………………………………………………………………………………
or in the event of his death or ceasing to be the Quantity Surveyor for the purpose
of this Sub-Contract, such other Person as the Employer shall nominate and appoint
within twenty-eight (28) Days therefrom. The Quantity Surveyor shall perform the duties
expected of his profession. The CA may from time to time delegate such duties and
authority of the CA to the Quantity Surveyor as the CA deems fit.
Article 8
Specialist Consultant
The term ‘Specialist Consultant’ in the Sub-Contract means:
(a) ……………………………………………………………...................................................
of .................................................................................................................................
.....................................................................................................................................
...................................................……………………………………………………………
(b) …………………………………………………………………………………………………
of .................................................................................................................................
.....................................................................................................................................
...................................................……………………………………………………………
(c) …………………………………………………………………………………………………
of .................................................................................................................................
.....................................................................................................................................
...................................................……………………………………………………………
or in the event of his death or ceasing to be the Specialist Consultant for the purpose of
this Sub-Contract, such other Person as the Employer shall nominate and appoint within
twenty-eight (28) Days therefrom. The Specialist Consultant shall perform the duties
expected of his profession. The CA may from time to time delegate such duties and
authority of the Architect to the Specialist Consultant as the CA deems fit.
Article 9
Definitions
In the Sub-Contract Documents, the following words and expressions shall have the
meanings hereby assigned to them, except where the context otherwise requires:
9.1 AIAC means the Asian International Arbitration Centre (Malaysia), a successor of the
Kuala Lumpur Regional Centre for Arbitration;
9.2 Appendix means the Appendix to the Sub-Contract Conditions;

9.3 Appropriate Authority means any statutory authority having jurisdiction over the
Sub-Contract Works;
9.4 Architect means the Person named in Article 5 and shall be a Professional Architect
or any other form of practice registered under the Architect Act 1967 and approved
by the Board of Architects, Malaysia;
9.5 Articles means the articles in the Articles of Agreement;
9.6 As-Built Drawings means as-built drawings for works designed (including
alternative design) by the Sub-Contractor and any other as-built drawings required
to be provided as specified in the Sub-Contract Documents;
9.7 Certificate of Extension of Time means the certificate issued by the Contractor
under Clause 19.0;
9.8 Certificate of Making Good Defects means the certificate issued under the Main
Contract Conditions;
9.9 Certificate of Non-Completion means the certificate issued by the Contractor under
Clause 15.1;
9.10 Certificate of Practical Completion of Sub-Contract Works means the certificate

issued by the CA under Clause 13.1;
9.11 CIPAA means Construction Industry Payment and Adjudication Act 2012
[Act 746];
9.12 Clause means the clauses or the sub-clauses (as the case may be) in the Sub-
Contract Conditions;
9.13 Conditions means the Sub-Contract Conditions, including all revisions, amendments
and/or amplifications as may be agreed by the Parties and incorporated as part of
these Sub-Contract Conditions;
9.14 Confirmation of CA’s Instruction or CCI means the written confirmation of CA’s
Instructions issued by the Contractor pursuant to the provisions of the Main Contract
Conditions;
9.15 Consultant means the Architect, Engineer, Quantity Surveyor and/or Specialist
Consultant as appropriate;
9.16 Contract Administrator or CA means the Person named in Article 4 as the Contract
Administrator or other Person from time to time appointed in writing by the Employer
to be the Contractor Administrator and notified in writing to the Contractor by the
Employer. In the event that no such Person is appointed by the Employer or named
in Article 4 as the Contract Administrator, then the Architect shall be the Contract
Administrator for the purposes of the Contract;

9.17 Contractor means the Party named in the second part of the Articles of Sub-
Contract Agreement and includes the Contractor’s legal successors or personal
representatives or any Person to whom the rights and obligations of the Contractor
have been transferred with the agreement of the Employer;
9.18 Contractor’s All Risks Insurance (‘CAR Insurance’) means an insurance policy
which provides coverage against any physical loss or damage to work executed and
materials and goods under a standard CAR Insurance policy. The minimum insurance
risks are specified in the Main Contract Conditions. Any additional insurance risks in
addition to those stated in these Conditions that are required to be covered under the
CAR Insurance shall be stated in the Sub-Contract Bills;
9.19 Day means calendar day including the weekly day of rest but excluding gazette
holidays applicable to the location where the Sub-Contract Works is carried out;
9.20 Defects means defects, shrinkages or other faults due to materials or workmanship
not in accordance with the sub-Contract Contract, and/or due to any faulty design (if
any) undertaken by the Sub-Contractor;
9.21 Defects Liability Period means the same Defects Liability Period as agreed by the
Contractor and the Employer under the Main Contract;
9.22 Employer means the Party named in the Articles of Sub-Contract Agreement and
includes the Employer’s legal successors or personal representatives or any Person
to whom the rights and obligations of the Employer have been transferred;
9.23 Engineer means the Person named in Article 6 and shall be a professional Engineer
or any other form of practice registered under the Registration of Engineers Act 1967
and approved by the Board of Engineers, Malaysia;
9.24 EOT means extension of time;
9.25 Exceptionally Adverse Weather Condition means a condition of weather on a day

before the Sub-Contract Completion Date for the whole of the Sub-Contract Works
in the area of or nearby the Site within the particular Month the value of which, by
comparison with the weather data, is shown to occur on average less frequently
than once in ten years. Only the difference between the weather measurement and
the weather which the weather data show to occur on average less frequently than
once in ten years is taken into account in assessing a Time Impact Event;
9.26 Final Account means the documents showing the adjustment of the Sub-Contract
Sum issued under Clause 24.6;
9.27 Final Certificate means the final certificate issued by the CA under the Main Contract
Conditions;
9.28 Force Majeure means an exceptional event or circumstance which:

(a) is beyond a Party’s control;

(b) such Party could not reasonably have provided against before entering into the
Sub-Contract;
(c) having arisen, such Party could not reasonably have avoided or overcome;
and
(d) is not substantially attributable to the other Party.
Force Majeure may include, but is not limited to, exceptional events or circumstances
of the kind listed below, so long as conditions in Article 9.28(a) to (d) above are
satisfied:
(i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies;
(ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil
war;
(iii) riot, commotion, disorder, strike or lockout by Persons other than the personnel,
servants, agents, and employees of the Contractor and Sub-Contractors;
(iv) munitions of war, explosive materials, ionizing radiation or contamination by
radio-activity, except as may be attributable to the Sub-Contractor’s use of such
munitions, explosives, radiation or radio-activity; and
(v) natural catastrophe such as earthquakes, hurricane, typhoon or volcanic
activity.
9.29 Interim Certificate means the progress payment certificate issued by the CA under
the Main Contract Conditions;
9.30 Letter of Appointment means the letter from the Contractor to the Sub-Contractor
accepting him as the Nominated Sub-Contractor;
9.31 Limit of Liquidated Damages means the amount as stated in the Appendix under
Clause 15.2;
9.32 Limit of Retention Fund means the amount as stated in the Appendix under Clause
24.4;
9.33 Lump Sum means a fixed firm lump sum price for the Sub-Contract Works as defined
in Article 3.1(a);
9.34 Main Contract means the contract between the Employer and the Contractor for the
Main Contract Works, in respect of which the Sub-Contract Works from a part;
9.35 Main Contract Conditions means the Conditions of the Main Contract;
9.36 Main Contract Works means the works described in the Main Contract;
9.37 Month means calendar month;
9.38 Party (or party) means the Contractor or the Sub-Contractor, as the context requires;
9.39 Performance Bond means the bonds required to be provided by the Sub-Contractor
as a security for the due performance of the Sub-Contract under Clause 28;

9.40 Period of Honouring Certificate means the Period of Honouring Certificate as
stated in the Appendix under Clause 30.1 of the Main Contract Conditions;
9.41 Person (or person) means a natural person, sole proprietorship, firm (partnership)
or body corporate;
9.42 Practical Completion or Practically Completed means the state of completion

described in Clause 13.1;
9.43 Provisional or Provisional Quantity means the estimated quantities of work

provided in the Sub-Contract Bills for work to be executed or for the supply of any
materials and goods which cannot be determined or detailed at the time;
9.44 Provisional Sum means a sum included in the Sub-Contract and so designated in
the Sub-Contract Bills for the execution of any part of the Sub-Contract Works or for
the supply of goods and materials, or for contingencies, which sum may be used in
whole or in part, or not at all, on the instruction of the CA. The Sub-Contractor shall
be entitled to only such amounts in respect of the Works, supply or contingencies to
which such Provisional Sum relate as the Contract Administrator shall determine in
accordance with Clause 11.5 of the Main Contract Conditions;
9.45 Quantity Surveyor means the Person named in Article 7 and shall be a Registered
Quantity Surveyor or any other form of practice registered under the Quantity
Surveyors Act 1967 and approved by the Board of Quantity Surveyors, Malaysia;
9.46 Retention Fund (or Retention Money or Retention Monies) means the sum
retained in accordance with Clause 24.4;
9.47 Schedules means the document(s) entitled schedules, completed by the Sub-
Contractor and included in the Sub-Contract. Such document may include the Bill of
Quantities, data, lists, and schedule of rates and/or prices;
9.48 Schedule of Rates means any documents however entitled or described comprised
in the Schedules and which is intended to be used for the purpose of valuing
Variations;
9.49 Service Provider means any company or body authorised to provide water, electricity,
telephone, sewerage and other related services;
9.50 Site means the Site designated as such in the Articles of Agreement and includes the
land or other places on, under, in or through which the Sub-Contract Works are to be
executed and any other land or places provided by the Contractor and accepted by
the Employer as forming part of the Site;
9.51 Site Agent means the Person appointed by the Sub-Contractor under Clause 8.1;
9.52 Site Staff means the Person appointed by the Employer under Clause 10.1 of the
Main Contract Conditions;

9.53 Specialist Consultant means the Person named in Article 8 and such Person shall
be a Specialist Consultant appointed by the Employer for a designated scope of
professional work;
9.54 Specification means the document entitled specification, as included in the Sub-
Contract, and any additions and modifications to the specification in accordance with
the Sub-Contract. Such document specifies the Sub-Contract Works;
9.55 Sub-Contract or Sub-Contract Documents means the documents as described in

Article 2;
9.56 Sub-Contract Bills comprise the following documents:

(a) Form of Tender;
(b) Instructions to Tenderers;
(c) Conditions of Tendering;
(d) Preambles;
(e) Preliminaries;
(f) Summary of the Tender (or Sub-Contract Sum);
(g) Schedules; and
(h) Other documents included as part of the Sub-Contract Bills.
The documents in the Sub-Contract Bills are to be read as mutually explanatory of one
another. In the event of any conflict or inconsistencies between any of the documents
in the Sub-Contract Bills, the priority in the interpretation of such documents shall be
in the descending order as listed above.
9.57 Sub-Contract Completion Date means the date(s) for completion of the Sub-
Contract Works stated in the Appendix under Clauses 14.1 and 14.2 or the last
extended date granted under Clause 19.0;
9.58 Sub-Contract Conditions means the conditions of the Sub-Contract;
9.59 Sub-Contract Date of Commencement means the date(s) fixed and stated in the
Appendix under Clauses 14.1 and 14.2. If no date is specified, the Sub-Contract
Date of Commencement shall be fourteen (14) Days from the date of the Letter of
Appointment;
9.60 Sub-Contract Sum means the sum stated in Article 3.1;
9.61 Sub-Contract Works Programme means the works programme described in

Clause 4.4;
9.62 Sub-Contractor means the Party names in the second part of the Articles of Sub-
Contract Agreement and includes the Sub-Contractor’s legal successors or personal
representatives or any Person to whom the rights and obligations of the Sub-
Contractor have been transferred with the agreement of the Contractor;
9.63 Time Impact Events means any one of the events for extension of time set out in
Clause 19.6;

9.64 Unforeseeable means not reasonably foreseeable by an experienced contractor at
the time of entering into this Sub-Contract;
9.65 Variation means changes made to the Sub-Contract Works as defined in Clause
10.1.
Article 10
Meanings
Unless the context requires otherwise, the following shall apply for the purposes of
interpretation of the Sub-Contract:
(a) words of one gender include the other gender, and words indicating Persons or Parties
include corporations and other legal entities;
(b) a reference to any Act of Parliament and its subsidiary legislations is deemed to include
references to any subsequent amendments, consolidation or replacement of the Acts
and the subsidiary legislations;
(c) words importing the singular also include the plural and vice versa where the context
requires; and
(d) where any word or phrase is given a defined meaning, any other grammatical form of
that word or phrase has a corresponding meaning.

IN WITNESS WHEREOF the Parties hereto have entered into this Sub-Contract on
the day and year first above written:
Signed for and on behalf of } Signature ........................................

the Contractor }
} Name .............................................
In the presence of:
Signature ..................................................
Name ........................................................
Signed for and on behalf of } Signature ........................................

the Sub-Contractor }
} Name ..............................................
In the presence of:
Signature ..................................................
Name ........................................................

THE CONDITIONS OF SUB-CONTRACT
1.0 Sub-Contractor’s General Obligations
Completion of Sub-Contract Works

1.1 In accordance with the Sub-Contract, the Sub-Contractor shall:
1.1(a) carry out and complete the Sub-Contract Works;
1.1(b) remedy any defects in the Sub-Contract Works;
1.1(c) be obliged to provide plant, machinery, labour, materials, goods,
services and other things required and necessary for the execution and
completion of the Sub-Contract Works.
Site Operations, Temporary Works and Methods of

Construction
1.2 Save for any temporary works or methods of construction which are designed by
the Consultant and provided by the CA, the Sub-Contractor shall be responsible
for:
1.2(a) the adequacy, stability and safety of all site operations, temporary works
and all methods of construction of the Sub-Contract Works; and
1.2(b) submitting details of the arrangements and methods which the Sub-
Contractor proposes to adopt for the execution of the Sub-Contract
Works, when requested by the CA.
Notwithstanding any checks carried out by or approval by the CA of such
proposed arrangements and methods, the Sub-Contractor shall not be relieved
of his responsibilities under this Clause.
Sub-Contractor’s Design, Responsibilities and Design

Guarantee Bond
1.3 1.3(a) The Sub-Contractor shall be responsible for its part of the Sub-Contract
Works, either by Specification under the Sub-Contract to be designed
by the Sub-Contractor or by his proposal for any alternative design, and
shall ensure that:
(i) completed works are fit for their purposes; and
(ii) the design and the execution thereof comply with the laws,
regulations, by-laws, terms and conditions of any Appropriate
Authority and Service Provider.
1.3(b) Approval from the CA and the Contractor of any design or alternative
design undertaken by the Contractor is necessary prior to its
implementation. Notwithstanding such approval and acceptance, the
Sub-Contractor remains fully responsible for his design, alternative
design and the execution of the Sub-Contract Works.

1.3(c) The Sub-Contractor retains the copyright of its design and its alternative
design.
However, the Contactor and Employer are entitled to use the design
and alternative design for the completion, maintenance, repair and
future extension of the Sub-Contract Works. The Sub-Contractor shall
be deemed to have given the Contractor and Employer a non-exclusive
royalty free license for such use which shall survive any determination
of the employment of the Sub-Contractor under the Sub-Contract. Such
license may be assigned as part of any future sale or transfer of the
Sub-Contract Works by the Contractor and Employer.
1.3(d) The Sub-Contractor:
(i) shall provide an on-demand Design Guarantee Bond for the
said part of the Sub-Contract Works which is designed by the
Sub-Contractor issued by an approved licensed bank, insurance
company or financial institution of the sum equivalent to 5% of
the value of the said part of the Sub-Contract Works, the sum
of which shall be determined by the Contractor and approved
by the CA. The Design Guarantee Bond shall be in the form as
approved by the Contractor and submitted to the Contractor upon
or before the issuance of the Certificate of Practical Completion
of the Sub-Contract Works. Such Design Guarantee Bond shall
remain valid until three (3) months after the issuance of the
Certificate of Making Good Defects; or
(ii) alternatively, may opt for a Design Guarantee Sum whereby
deductions of 5% from interim payments subsequent to the
commencement of the said part of the Sub-Contract Works until
the total amount deducted aggregate to a sum equivalent to 5%
of the value of the said part of the Sub-Contract Works. The
amount deducted shall be retained by the Contractor until three
(3) months after the issuance of the Certificate of Making Good
Defects.
1.3(e) The Sub-Contractor shall provide to the Employer a 5-year design
warranty, or a design warranty for any other duration as may be agreed
by the Employer and the Contractor, for the said part of the Sub-Contract
Works before the expiry of the Defects Liability Period in the terms as
approved by the CA and the Employer, commencing from the day after
the Defects Liability Period. If the Sub-Contractor fails to provide the
design warranty in accordance with this Clause, then without prejudice
to any other rights and remedies which the Contractor may possess,
the Contractor may:
(i) in the case where the Sub-Contractor has provided the Design
Guarantee Bond, request the Sub-Contractor to extend the
duration of the Design Guarantee Bond to expire on a date as
may be instructed by the CA. If the Sub-Contractor fails to comply
within seven (7) days from the date of the Contractor’s request,
the Contractor shall notify the CA and the Employer of the non-
compliance before calling on the Design Guarantee Bond; or

(ii) in the case where the Sub-Contractor has opted for the Design
Guarantee Sum, withhold the release of the Design Guarantee
Sum until the design warranty is provided by the Sub-Contractor.
1.3(f) If any defect or damage shall occur to that particular part of the Sub-
Contract Works designed by the Sub-Contractor as a result of any defect,
fault, insufficiency or inadequacy in the design including workmanship,
materials or equipment which has become defective arising directly
from design fault, then the Contractor shall be entitled to recover any
loss, expense or damage suffered from the Design Guarantee Bond or
the Design Guarantee Sum, as the case may be.
Discrepancy or Divergence between Sub-Contract Documents

1.4 1.4(a) The Sub-Contractor shall use the Sub-Contract Documents and any
other subsequent documents issued by the Contractor and CA to plan
the Sub-Contract Works prior to their execution.
1.4(b) If the Sub-Contractor finds any discrepancy or divergence between
any of the Sub-Contract Documents, or between the Sub-Contract
Documents and any subsequent documents issued by the Contractor
and CA, the Sub-Contractor shall immediately give a written notice of
such discrepancy or divergence to the Contractor, with a copy to the
CA, prior to the commencement of the affected works.
1.4(c) Upon receipt of such written notice, the Contractor shall request the CA
to issue a written instruction within a period which would not materially
delay the progress of the affected works, having regard to the Sub-
Contract Completion Date. Such discrepancy or divergence shall not
vitiate the Sub-Contract.
Safety Procedures
1.5 The Sub-Contractor shall:
1.5(a) comply with all applicable safety regulations;
1.5(b) take all necessary measures to ensure the safety of all Persons entitled
to be on the Site;
1.5(c) provide fencing, lighting, guarding and watching of the Sub-Contract
Works until Practical Completion of the Sub-Contract Works; and
1.5(d) provide all necessary temporary works (including roadways, footways,
guards and fences) for the execution of the Sub-Contract Works, for
the use and protection of the public and of owners and occupiers of
adjacent land.
Avoidance of Interference
1.6 1.6(a) The Sub-Contractor shall not interfere with:
(i) the convenience of the public; or
(ii) the access to and use and occupation of all roads and footpaths
to which there is a public or private right of use or access.

1.6(b) The Sub-Contractor shall indemnify and hold the Contractor harmless
against and from all damages, losses and expenses (including legal
fees and expenses) resulting from any such interference.
Maintenance of Access Route

1.7 The Sub-Contractor shall use all necessary efforts to prevent any road or bridge
from being damaged by the Sub-Contractor’s traffic, and his representative, staff,
personnel and workmen.
Protection of the Environment

1.8 1.8(a) The Sub-Contractor shall take all necessary measures to ensure that
any activity connected with or engaged upon the execution of the Sub-
Contract Works does not inflict environmental damage and nuisance to
people and property.
1.8(b) The Sub-Contractor shall ensure that emissions, surface discharges
and effluent from the Sub-Contractor’s activities shall not exceed the
levels stated in the Contract Documents or prescribed by applicable
laws, by-laws, regulations, terms and conditions of any Appropriate
Progress Reports
1.9 1.9(a) Unless otherwise informed by the Contractor, each monthly progress
reports shall be prepared by the Sub-Contractor and submitted to the
Contractor in six (6) copies. The first report shall cover the period up to
the end of the first calendar month following the Sub-Contract Date of
Commencement. Reports shall be submitted monthly thereafter, each
within seven (7) Days after the last day of the period to which it relates.
Reporting shall continue until the issuance of the Certificate of Practical
Completion of Sub-Contract Works.
1.9(b) Unless otherwise instructed by the Contractor, each report shall include
(amongst others):
(i) detailed descriptions of progress, including any Sub-Contractor’s
design, procurement and mobilisation of any plant, equipment
and material, and the construction, erection, testing and
commissioning of the Sub-Contract Works both in respect of the
Sub-Contractor;
(ii) the status of manufacture of any major equipment, material or
part of the Sub-Contract Works as may be specifically required
by the CA (and informed to the Sub-Contractor);
(iii) the details of the Sub-Contractor’s personnel, workmen, plant,
materials and equipment mobilised for the execution of the Sub-
Contract Works;
(iv) a list of notices given for any claim for extension of time and loss
and/or expense under the Sub-Contract;

(v) safety statistics, including details of any hazardous incidents and
activities relating to environmental issues and public relations;
(vi) any outstanding requests for instructions or information given to
the Contractor; and
(vi) comparisons of actual and planned physical and financial
progress, with details of any matters which may jeopardise the
timely completion of the Sub-Contract Works in accordance with
the Sub-Contract, and the measures being (or to be) adopted to
overcome such actual or potential delays.
1.9(c) The submission of progress reports by the Sub-Contractor shall not
under any circumstances be construed as being the notice or application
for EOT as required under Clause 19.0.
Co-operation, Order and Timing for Carrying Out the Sub-

Contract Work
1.10 1.10(a) The Sub-Contractor acknowledges that there will be other works on Site
(whether employed by the Contractor or Employer) working concurrently
with and in close proximity to the Sub-Contractor. The Sub-Contractor
shall give its full co-operation at all times to ensure that all works on Site
are fully coordinated by the Contractor in view of their concurrent and
sequential nature.
1.10(b) The Contractor may issue directions to the Sub-Contractor with regard
to the order and timing of carrying out the Sub-Contract Works. In
the event of any disagreement with the Contractor concerning such
direction, the Sub-Contractor shall immediately notify the Contractor
in writing (with a copy to the CA) giving reasons for his disagreement.
Upon receipt of the notice, the Contractor may (after consultation with
the CA) confirm his previous direction or revise his previous direction as
to the order and timing of carrying out the Sub-Contract Works.
1.10(c) Notwithstanding any dispute after receiving the Contractor’s response
under Clause 1.10(b), the Sub-Contractor shall without any further
delay comply with the Contractor’s direction or revised direction. For the
avoidance of doubt, the Sub-Contractor’s compliance shall be without
prejudice to his rights and remedies which he may possess.
2.0 SUB-CONTRACTOR’S DUTIES, LIABILITIES AND BENEFITS

IN CONNECTION WITH THE MAIN CONTRACT
Sub-Contractor’s Duty to Comply with Relevant Main Contract

Obligations
2.1 The Sub-Contractor shall observe, perform and comply with all the provisions
and requirements of the Main Contract, insofar as they relate and apply to the
Sub-Contract Works.

Indemnity to Contractor
2.2 The Sub-Contractor shall indemnify and hold harmless the Contractor against
and from:
2.2(a) any breach, non-observance or non-performance by the Sub-Contractor,
his servants, agents, workmen or personnel, which in turn, results in
breach, non-observance or non-performance by the Contractor under
the Main-Contract;
2.2(b) any act or omission of the Sub-Contractor, his servants, agents,
workmen or personnel which involves the Contractor in any liability to
the Employer under the Main Contract.
Right to Sue in the Name of the Contractor

2.3 2.3(a) If requested by the Sub-Contractor, and so far as the law permits, the
Contractor agrees to and will obtain for him the rights or benefits under
the Main Contract which are applicable to the Sub-Contract Works.
2.3(b) Any action taken by the Contractor in compliance with the Sub-
Contractor’s request shall be at the cost of the Sub-Contractor.
2.3(c) Subject to the Sub-Contractor giving the Contractor such indemnity and
security as the Contractor may reasonably require, the Contractor shall
allow the Sub-Contractor to use the Contractor’s name, and if necessary,
join with the Sub-Contractor in any dispute resolution process against
the Employer.
3.0 CA’S INSTRUCTIONS AND COMPLIANCE THEREOF
Compliance with CA’s Instructions

3.1 3.1(a) Upon receipt of any CA’s Instruction or issuance of any CA’s Instruction
affecting the Sub-Contract Works:
(i) the Contractor shall forthwith forward the said instruction to the
Sub-Contractor, with any further direction in writing, to the Sub-
Contractor for his action;
(ii) the Sub-Contractor shall forthwith comply with the instruction
and such further directions issued by the Contractor.
Consent by Contractor for CA to Issue CA’s Instructions

Directly to the Sub-Contractor
3.2 3.2(a) All instructions to the Sub-Contractor shall be issued by or through the
Contractor.
3.2(b) The Contractor may:
(i) by a written notification, consent to the CA issuing any CA’s
instruction affecting the Sub-Contract Works directly to the Sub-
Contractor. In that event, the Contractor shall request the CA

to simultaneously extend a copy of the CA’s instruction to the
Contractor; and
(ii) issue further directions in writing to the Sub-Contractor in
connection with the CA’s instruction.
Failure of Sub-Contractor to Comply with CA’s Instruction

3.3 3.3(a) If within seven (7) Days or within such period as may be stipulated in the
CA’s Instruction and such further directions issued by the Contractor,
the Sub-Contractor fails or refuses to comply with it, the Contractor,
without prejudice to any other rights and/or remedies which he may
possess, shall carry out the following steps:
(i) make a written request to the CA to engage other Person to
execute any work which may be necessary to give effect to such
instruction; and
(ii) upon receiving the consent, proceed to engage such other
Person to execute any work which may be necessary to give
effect to such instruction.
3.3(b) Any additional costs incurred in connection with the carrying out of the
said instruction by others:
(i) shall be recoverable from the Sub-Contractor by the Contractor
as a debt; or
(ii) may be deducted from the Sub-Contractor by the Contractor
from any monies due or to become due to the Sub-Contractor
under this Sub-Contract; or
(iii) recovered by the Contractor from the Performance Bond in
accordance with the terms under Clause 28.5.
Dispute as to CA’s Power to Issue Instructions

3.4 3.4(a) Upon receipt of such instruction and direction under Clause 3.1 or
Clause 3.2, the Sub-Contractor may within five (5) Days require the
Contractor to make a written request to the CA to specify in writing
the provision in the Main Contract Conditions which empowers the
issuance of the said instruction. The Contractor shall within three (3)
Days thereof comply with such a request. If the CA issues a response
to the Contractor’s request, the Contractor shall forthwith extend a copy
of the response to the Sub-Contractor.
3.4(b) If the Sub-Contractor complies with the said instruction without
requesting the Contractor to make a request under Clause 3.4(a), the
instruction shall be deemed to have been properly given under the
stated provision.
3.4(c) Notwithstanding the CA’s failure to comply with the Contractor’s
request made under Clause 3.4(a), or any dispute with regard to the
CA’s power to issue such instruction after receiving the CA’s answer
to the Contractor’s request, the Sub-Contractor shall, unless otherwise

instructed by the Contractor, comply with the said instruction. For the
avoidance of doubt, the Sub-Contractor’s compliance with the instruction
shall be without prejudice to any other rights or remedies which he may
possess.
Delayed Instructions
3.5 3.5(a) The Sub-Contractor shall give written request to the Contractor to
notify the CA whenever the Sub-Contract Works are likely to be
delayed or disrupted if any necessary instruction is not issued to the
Sub-Contractor within a reasonable time. The written request must be
given to the Contractor in sufficient time before the commencement
of construction of the affected works, and shall include details of the
necessary instruction, details of why and by when it should be issued,
and details of the nature and amount of the delay or disruption likely
to be suffered if the issuance of the instruction is to be delayed. The
Contractor shall forthwith notify the CA of the Sub-Contractor’s said
request.
3.5(b) If the Sub-Contractor suffers delay and/or incurs loss and expense as a
result of a failure of the Contractor to notify the CA under Clause 3.5(a)
or failure of the CA to issue the instruction within the time required or
within a reasonable time:
(i) the Sub-Contractor may apply for an EOT under Clause 19.0
and for loss and expense under Clause 20.0;
(ii) however, if and to the extent that the Contractor’s failure or the
CA’s failure was caused by any negligence, omission, default
and/or breach of contract by the Sub-Contractor, the Sub-
Contractor shall not be entitled to any extension of time, or any
loss and expense.
4.0 SUB-CONTRACT AND OTHER DOCUMENTS
Custody and Care of the Documents

4.1 4.1(a) The Sub-Contract Documents shall be in the custody and care of
the CA, the Consultant, the Contractor and Sub-Contractor so as to
be available at all reasonable times for inspection by the Employer
whenever so required.
4.1(b) The Sub-Contractor shall keep, on the Site, one copy of the documents
referred to in Clauses 4.2, 4.3 and 4.4, together with drawings and
documents required to be supplied by the Sub-Contractor under the
Sub-Contract (if any) and other communications given under the
Sub-Contract. The Employer, CA, Consultant, Contractor and their
authorised representatives shall have the right of access to all these
documents at all reasonable times.

Copies of Documents
4.2 Immediately after the execution of this Sub-Contract, the Contractor shall without
charge to the Sub-Contactor provide him with:
4.2(a) one (1) signed original copy of the Sub-Contract Documents;
4.2(b) two (2) further copies of the Sub-Contract Drawings; and
4.2(c) two (2) further copies of the Specification which relate and apply to the
Sub-Contract Works.
Further Drawings or Details

4.3 4.3(a) From time to time as may be necessary, the CA and Contractor shall,
without charge to the Sub-Contractor, furnish him with two (2) copies
of further drawings, details, levels and any other information as is
reasonably necessary either to explain and amplify the Sub-Contract
Drawings or to enable the Sub-Contractor to complete the Sub-Contract
Works in accordance with the Sub-Contract.
4.3(b) If the Sub-Contractor requires any further drawings, details, levels
and/ or any other information, he shall request in writing to the
Contractor to apply to the CA for these items in sufficient time before
the commencement of construction of the affected works to enable the
Contractor and CA to issue instructions within such period so as not
to materially delay the progress of the affected works having regard to
the progress of the Sub-Contract Works and Sub-Contract Completion
Date.
4.3(c) The written notice in Clause 4.3(b) shall also state the consequences in
terms of delay to the progress or completion of the Sub-Contract Works
or any part of the Sub-Contract Works and any financial consequences
if the Contractor does not comply with the Sub-Contractor’s request.
Sub-Contractor to Provide Sub-Contract Works Programme

4.4 4.4(a) Within fourteen (14) days upon issuance of the Letter of Acceptance
(or within such longer period as may be agreed in writing by the
Contractor), the Sub-Contractor shall, without charge to the Contractor,
provide him with six (6) copies of the Sub-Contract Works Programme
for the execution of the Sub-Contract Works.
4.4(b) The Sub-Contract Works Programme shall comply with the requirements
specified in the Sub-Contract Documents. The Contractor may instruct
the Sub-Contractor to prepare and submit the Sub-Contract Works
Programme in a particular form and content.
4.4(c) If the Sub-Contract Works or any part thereof are delayed for any reason,
or that the progress of the Sub-Contract Works does not conform to
the current Sub-Contract Works Programme, the Sub-Contractor shall,
without charge to the Contractor, submit a revised Sub-Contract Works
Programme to address such delay including the remedial action to be
taken in order to meet the Sub-Contract Completion Date or projected

completion date as approved by the Contractor and CA. The Sub-
Contractor shall continue to provide monthly updates on the progress
of such remedial action until he is able to demonstrate that there is no
longer any delay in the Sub-Contract Works.
4.4(d) Notwithstanding any instruction or approval of the Sub-Contract Works
Programme (whether current or revised) by the Contractor and/or the
CA, the Sub-Contractor shall remain solely responsible for any error,
omission and/or deficiency in the Sub-Contract Works Programme.
Sub-Contract Works Programme Not Part of or Incorporated

into the Sub-Contract Documents
4.5 The Sub-Contract Works Programme shall not constitute part of the Sub-Contract,
whether or not it is physically incorporated into the Sub-Contract Documents.
Submission, Approval, and Use of Sub-Contract Works

Programme
4.6 4.6(a) Approval of Sub-Contract Works Programme (whether current or
revised) by the Contractor and/or the CA shall not be a condition
precedent to starting or continuing with the Sub-Contract Works.
4.6(b) The submission to and approval by the Contractor and/or the CA of such
Sub-Contract Works Programme shall not relieve the Sub-Contractor of
his obligations under the Sub-Contract.
4.6(c) The Sub-Contract Works Programme may be used by the Contractor
or CA to monitor progress of the Sub-Contract Works. The Contractor
and CA are entitled to rely on the Sub-Contract Works Programme,
if and in so far as he deems it appropriate to do so, as a basis for
the assessment of extension of time and the effect of the delay and/or
disturbances to the progress of the Sub-Contract Works and the Sub-
Contract Completion Date.
Submission of Design and Drawings by Sub-Contractor

4.7 4.7(a) The Sub-Contractor shall supply six (6) copies of the Sub-Contractor’s
design drawings (if any), co-ordination, shop drawing or builder’s work
drawing to the Contractor for the acceptance by the CA or Consultant,
in accordance with the requirements in the Sub-Contract.
4.7(b) The Contractor shall then submit four (4) copies of such Sub-Contractor’s
design or drawings to the CA or Consultant.
4.7(c) The acceptance by the CA or Consultant of any such Sub-Contractor’s
design or drawings shall not relieve the Sub-Contractor of his
responsibilities under the Sub-Contract.
Limitation of Use of Documents

4.8 Neither the Sub-Contractor, Contractor, Employer nor the CA and/or his authorised
representative shall use the Sub-Contract Documents for any purpose other than

this Sub-Contract, or divulge the Sub-Contract Documents or the information
contained therein including the rates and prices for the Sub-Contract Works to
any other Person.
As-built Drawings, etc.

4.9 Before the Completion Date, or any other period as provided for in the Sub-
Contract, the Sub-Contractor shall, without charge, supply to the Contractor four
(4) copies of such drawings and information describing the Sub-Contract Works
as-built and concerning the maintenance and operation of the Sub-Contract
Works, including any installation comprised in the Sub-Contract Works, as may
be required by the Sub-Contract Documents or the CA.
5.0 STATUTORY OBLIGATIONS, NOTICES, FEES, LEVIES AND

CHARGES
Compliance with Statutory Requirements

5.1 5.1(a) Unless otherwise stated in the contract, the Contractor shall comply
with and give all notices required by any laws, regulations, by-laws,
terms and conditions of any Appropriate Authority and Service Provider
in respect of and/or arising from the execution of the Sub-Contract
Works, including all temporary works.
5.1(b) At the request of the Sub-Contractor, the Contractor shall (where he
is in a position to do so) provide reasonable assistance to the Sub-
Contractor for the Sub-Contractor’s applications for any permits,
licenses or approvals required by the laws, regulations, by-laws, terms
and conditions of any Appropriate Authority and Service Provider in
connection with the Sub-Contract Works.
5.1(c) The Sub-Contractor shall provide to the Contractor, where applicable,
all original copies of the permits, licenses, notices, certificates and/or
approvals issued by the Appropriate Authorities and/or Service Provider
upon obtaining the same.
5.1(d) The Sub-Contractor shall do everything necessary to assist the
Contractor, the CA and/or the relevant Consultant in arranging for
the Certificate of Completion and Compliance to be issued, including
(where applicable) completing, signing and submitting the necessary
notices, forms or applications required by the law in connection with the
Sub-Contract Works for the purposes of the issuance of the Certificate
of Completion and Compliance. This obligation of the Sub-Contractor
shall continue even after the Practical Completion of the Sub-Contract
Works.
Inconsistencies with Statutory Requirements

5.2 If the Sub-Contractor finds any inconsistencies between any of the documents
in the Sub-Contract Documents (or any subsequent documents issued by the

CA) and any laws, regulations, by-laws, terms and conditions of any Appropriate
Authority and Service Provider, he shall immediately notify the Contractor (with a
copy to the CA). The notice shall include:
5.2(a) the details of the inconsistencies;
5.2(b) the proposed action to be taken by him to address such inconsistencies;
and
5.2(c) the time and estimated costs (if any) required to undertake such action.
Conformance with Statutory Obligations

5.3 5.3(a) If the Sub-Contractor does not receive any instruction from the Contractor
after seven (7) days from the date of receipt of the notification as set
out in Clause 5.2, the Sub-Contractor shall proceed with the work as
proposed and in conformity with the laws, regulations, by-laws, terms
and conditions of any Appropriate Authority and Service Provider.
5.3(b) Any changes so necessitated shall be deemed to be a Variation under
Clause 10.0.
Fees, Levies or Charges

5.4 5.4(a) The Sub-Contractor shall indemnify the Contractor against liability in
respect of any fees, levies or charges (including any penalties, rates
or taxes) which result from the Sub-Contractor’s non-compliance with
any laws, regulations, by-laws, terms and conditions of any Appropriate
Authority and Service Provider in respect of and/or arising from the
execution of the Sub-Contract Works, including all temporary works.
5.4(b) If the Sub-Contractor fails to pay any such fees, levies or charges, the
Contractor may pay such amount on behalf of the Sub-Contractor and
recover such amount together with any additional cost in connection
therewith as a debt from the Sub-Contractor, or may deduct the same
from any monies due or to become due to the Sub-Contractor under
the Sub-Contract, or recover the same from the Performance Bond in
accordance with the terms provided under Clause 28.5.
6.0 WORKS AND SERVICES TO CONFORM TO SUB-CONTRACT
Standards of Works, Workmanship, Materials, Good and Services

6.1 All works, workmanship, materials and goods and services shall be of the
respective kinds and standards described in the Sub-Contract Documents.
Production of Proof of Compliance for Materials and Goods

6.2 The Sub-Contractor shall, upon the request of the Contractor or the CA, provide
him with the necessary documentary proof that the materials and goods supplied
for or installed in the Sub-Contract Works comply with Clause 6.1.

Inspection and Testing
6.3 6.3(a) Before their incorporation in the Sub-Contract Works, the Sub-
Contractor shall provide for testing samples of any materials or goods
as may be identified and requested by the Contractor or as instructed
by the CA.
6.3(b) The Contractor, when instructed by the CA, issue instructions requiring
the Sub-Contractor to open up for inspection any work covered up or
to arrange for or carry out any test of any materials or goods (whether
or not already incorporated in the Sub-Contract Works) or of any
executed work, or if the inspection and/or test is in the opinion of the
CA required.
6.3(c) The cost of such opening up or testing (together with the cost of making
good in consequence thereof) shall be added to the Sub-Contract Sum
unless:
(i) such cost is already provided for in the Specification or Sub-
Contract Bills;
(ii) the inspection or test shows that the works, materials and goods
were not in accordance with the Sub-Contract; or
(iii) inspection or test was in the opinion of the CA required in
consequence of prior negligence, omission, default and/or
breach of contract by the Sub-Contractor.
Works, Materials, Workmanship and Goods Not in Accordance

with Sub-Contract
6.4 If the Contractor receives a CA’s Instruction concerning any works, materials,
workmanship and/or goods and services which are not in accordance with the
Sub-Contract, the Contractor shall instruct the Sub-Contractor in writing to do any
or all of the following;
6.4(a) to remove from and/or not to bring to the site any materials or goods
which in the opinion of the CA are not in accordance with the Sub-
Contract;
6.4(b) to demolish and reconstruct any work so that it complies with the
requirements of the Sub-Contract;
6.4(c) to rectify such work as instructed by the CA so that it complies with the
requirements of the Sub-Contract;
6.4(d) within the time as stipulated in the Contractor’s instruction to submit
a method statement proposing how much works, materials, goods,
services or workmanship can be rectified to render them in accordance
with the Sub-Contract. If the CA and Contractor accept the Sub-
Contractor’s proposal, the Sub-Contractor shall carry out the rectification
work without any delay. However, if the CA and Contractor do not
accept the proposal, the CA and Contractor may issue any other written
instruction under this Clause so as to render the work in accordance
with the Sub-Contract;

6.4(e) with the consent of the CA, to leave all or any such works, materials,
goods or workmanship in the Sub-Contract Works without prejudice to
the Contractor’s right to recover:
(i) from the Sub-Contractor any reduced value as may be reasonably
determined by the Contractor; and
(ii) as a debt or deduct it from any monies due or to become due
to the Contractor under this Sub-Contract or recover it from the
Performance Bond in accordance with the terms provided under
Clause 28.5.
No Compensation for Time and Cost

6.5 The Sub-Contractor shall not be entitled to any extra time or any loss, expense
or cost that may be incurred as a result of his compliance with the Contractor’s
instruction under Clause 6.4.
Compliance with Contractor’s Instruction

6.6 6.6(a) The Sub-Contractor shall comply with Contractor’s instruction under
Clause 6.4 within a reasonable time, specified by the Contractor in
the instruction, or immediately if there is urgency in complying with the
subject matter of the instruction.
6.6(b) If the Sub-Contractor fails, neglects or refuses to comply with such an
instruction, the Contractor (with the consent from the CA) may, without
prejudice to any other rights or remedies, employ and pay other Persons
to carry out the subject matter of the instruction.
6.6(c) Any loss, expense or damage thereby suffered or incurred by the
Contractor shall be recoverable from the Sub-Contractor as a debt, or
may be deducted from any monies due or to become due to the Sub-
Contractor under this Sub-Contract, or may be recovered from the
Performance Bond in accordance with the terms under Clause 28.5.
Warranties or Guarantees in Respect of Any Works, Materials

and Goods
6.7 6.7(a) If the Sub-Contract requires the Sub-Contractor, any manufacturer or
supplier to give a warranty or guarantee in respect of any proprietary
systems, materials and goods supplied, the Sub-Contractor shall:
(i) provide or procure such warranty or guarantee and submit it
to the Contractor as soon as practicable upon obtaining the
same;
(ii) ensure that all original certificates of warranties or guarantees to
any proprietary systems, materials and goods supplied comply
with the requirements of the Sub-Contract and the Main Contract,
and are issued in the name and favour of the Employer and to
take effect from the Date of Practical Completion of the Main
Contract Works.

6.7(b) The provision of such warranty or guarantee shall in no way relieve or
release the Sub-Contractor from any duties, responsibilities or liability
6.7(c) The Contractor shall forthwith submit the said warranty or guarantee
to the Employer after receiving the same from the Sub-Contractor.
7.0 ROYALTIES AND INTELLECTUAL PROPERTY RIGHTS
Indemnity to Contractor Against Claims

7.1 Subject to Clause 7.2:
7.1(a) all licenses, royalties or other sums payable in respect of the supply
and use of any articles, processes, inventions or drawings for the Sub-
Contract Works shall be deemed to have been included in the Sub-
Contract Sum;
7.1(b) the Sub-Contractor by infringing or being held to have infringed any
such intellectual property rights shall indemnify the Contractor from and
against all claims, proceedings, damages, costs and expenses which
may be brought or made against the Contractor.
The indemnity provided for in Clauses 7.1(a) and (b) above are without
prejudice to other rights and remedies of the Contractor in respect of any such
infringement.
Exclusion of Sub-Contractor’s Liability to Pay for Infringement

7.2 7.2(a) Where in compliance with the Sub-Contract, CA’s Instruction or the
Contractor’s instruction, the Sub-Contractor supplies or uses any
articles, processes, inventions or drawings for the Sub-Contract
Works which infringes intellectual property rights, the Sub-Contractor
shall not be held liable for such infringement, and shall be indemnified
by the Contractor in respect of any liability for the consequences
thereof.
7.2(b) All royalties, damages or other monies which the Sub-Contractor may
be liable to pay for such infringement shall be added to the Sub-Contract
Sum.
Government and/or Appropriate Authority Royalties

7.3 Except where otherwise provided for in the Sub-Contract, the Sub-Contractor
shall pay all Government and/or Appropriate Authority royalties, levies, rent and
all other payments in connection with and/or arising from the Sub-Contract Works,
including any temporary works.

8.0 SITE AGENT
Site Agent and His Assistants

8.1 8.1(a) The Sub-Contractor shall:
(i) keep upon the Sub-Contract Works a competent and suitably
qualified and experienced Person who shall be the Site Agent of
the Sub-Contractor for the purposes of this Sub-Contract;
(ii) together with Site Agent, keep such senior assistants and
supervisory staff in each trade as set out in the Sub-Contract
Documents or as amended from time to time with prior written
consent from the Contractor;
(iii) ensure that the Site Agent and such senior assistants and
supervisory staff are Persons who are capable of receiving
instructions in a language as may be required for the purposes
of executing the Sub-Contract Works.
8.1(b) The Sub-Contractor shall give the Site Agent all authority necessary to
act on the Sub-Contractor’s behalf under the Sub-Contract.
8.1(c) If no Site Agent is named in the Sub-Contract, the Sub-Contractor
shall:
(i) prior to the Date of Commencement, submit to the Contractor
for consent the name and particulars of the Person the Sub-
Contractor proposes to appoint as the Site Agent; and
(ii) if consent is withheld or subsequently revoked, or if the appointed
Person fails to act as the Site Agent, the Sub-Contractor shall
similarly submit to the Contractor for consent the name and
particulars of another suitable Person for such appointment.
8.1(d) The Site Agent shall:
(i) constantly be on Site during normal working hours, on a full-time
basis;
(i) appoint a suitable replacement Person, who shall first be
approved by the Contractor, if the Site Agent is to be temporarily
absent from the Site during the execution of the Sub-Contract
Works.
Instructions to Site Agent

8.2 Any directions or instructions given to the Site Agent and/or his assistants by the
Contractor or CA shall be deemed as given to the Sub-Contractor.
Removal of Person Employed on the Sub-Contract Works

8.3 8.3(a) The Sub-Contractor is fully aware that the CA has power under the
Main Contract Conditions to instruct the Contractor to remove from the
Site any Person under the employment of the Contractor, including any
workmen, agent and servant of the Sub-Contractor.

8.3(b) On receipt of such written instruction:
(i) the Contractor shall immediately notify the Sub-Contractor and
instruct the Sub-Contractor to comply with the instruction;
(ii) the Sub-Contractor, upon receipt of the instruction from the
Contractor, shall remove such Person from the Site;
(iii) the Person removed is a Site Agent, the Sub-Contractor shall,
without delay, submit the name and particulars of another suitable
replacement Person to the Contractor and CA for their approval;
(iv) the Sub-Contractor shall only make such replacement upon
receiving the approval from the Contractor and the CA;
(v) the Site Agent or such other Person so removed shall not again
be employed on the Site.
8.3(c) The Sub-Contractor shall not be entitled to any extension of time and
additional cost in respect of any instruction or approval given by the
Contractor and CA under this Clause.
9.0 ACCESS TO THE SUB-CONTRACT WORKS AND GENERAL

ATTENDANCE
Access to Sub-Contract Works to All Persons Concerned

9.1 9.1(a) The Contractor shall from time to time make available to the part of
the Site and the Main Contract Works and such means of access as
shall be necessary to enable the Sub-Contractor to execute the Sub-
Contract Works, but the Contractor shall not be bound to give to the
Sub-Contractor possession or exclusive control of the part of the Site
or the Main Contract Works.
9.1(b) The Employer, CA, Consultant, Contractor and/or their authorised
representatives shall also at all times have the right of access to the
Sub-Contract Works and to the factories, workshops or other places
where any construction plant, materials, goods and works are being
fabricated, prepared or stored for the purposes of the Sub-Contract.
9.1(c) The Sub-Contractor shall also, in accordance with an instruction of
the Contractor, afford all reasonable cooperation to any other Person
engaged by the Contractor and Employer for purposes of executing any
other works not included in the Sub-Contract Works on or near the Site.
General Attendance, and Use of Scaffolding

9.2 9.2(a) The Sub-Contractor shall provide all necessary and reasonable general
attendances and services as may be required for the execution and
completion of the Sub-Contract Works. Save as otherwise provided
in the Sub-Contract Documents, the Sub-Contractor is not entitled to
claim for any expenses and costs of these general attendances incurred
for the purposes of the execution and completion of the Sub-Contract
Works.

9.2(b) The Contractor, Sub-Contractor and their employees and workmen
respectively in common with all other Persons having a like right for
the purposes of the Main Contract and Sub-Contract Works shall be
entitled to use any standing scaffolding belonging to or provided by the
Contractor or Sub-Contractor as the case may be, while it remains so
standing upon the Site. The Contractor and Sub-Contractor shall give
written notice to the other Party prior to the removal of any standing
scaffolding.
9.2(c) The Contractor, Sub-Contractor and their employees and workmen
respectively in common with all other Persons having a like right for
the purposes of the Main Contract and Sub-Contract Works shall not
wrongfully use or interfere with the construction plant, ways, scaffolding,
temporary works, appliances or other property respectively belonging
to or provided by either of them.
10.0 VARIATIONS
Definition of Variation
10.1 The term “Variation” means any change in the design, quality or quantity of the
Sub-Contract Works described by or defined in the Sub-Contract, and shall
include but is not limited to:
10.1(a) the addition, omission or substitution of any part of the Sub-Contract
Works;
10.1(b) a change in the character or standard of any part of the Sub-Contract
Works, including the goods and materials specified in the Sub-Contract
to be used for the Sub-Contract Works;
10.1(c) the demolition of or removal of any part of the Sub-Contract Works no
longer desired by the Contractor;
10.1(d) changes to the levels, positions and/or dimensions of any part of the
Sub-Contract Works;
10.1(e) any material change to the Sub-Contractor’s access to or possession
of the Site, or to the Sub-Contractor’s working hours or restrictions on
the Sub-Contractor’s ability to carry out and complete the Sub-Contract
Works in such manner as he deems appropriate.
For the avoidance of doubt, the term “variation” shall exclude any change to the
Sub-Contract Works which is necessary to cure or arises from any default of or
breach of contract by the Sub-Contractor.
No Variation Required by the Contractor or the CA Shall Vitiate

Sub-Contract
10.2 10.2(a) The CA, or the Contractor with the consent of the CA, may issue
instructions requiring a Variation or he may sanction in writing any
Variation made by the Sub-Contractor otherwise than pursuant

to an instruction of the CA. Any Variation instructed by the CA or
subsequently sanctioned by him shall not have the effect of vitiating
this Contract.
10.2(b) The Sub-Contractor shall execute and be bound by each Variation,
unless the Sub-Contractor promptly gives notice to the CA and the
Contractor stating (with supporting particulars) that the Sub-Contractor
cannot readily obtain the goods, materials, plant or equipment required
for the Variation. Upon receiving this notice, the CA, or the Contractor
(with the written consent from the CA), may cancel, confirm or vary the
instruction.
Dispute with Regard to whether a Work Constitutes a Variation

10.3 Notwithstanding any dispute with regard to whether or not any work instructed
by the CA constitutes a Variation, the Sub-Contractor shall, unless otherwise
instructed by the CA or the Contractor (with the written consent from the CA),
forthwith give effect to the said instruction. For the avoidance of doubt, the Sub-
Contractor’s compliance with the instruction given by the CA shall be without
prejudice to any rights and/or remedies which he may possess.
Issue of Variation
10.4 The CA or the Contractor (with the consent of the CA) may issue instructions
in writing requiring a Variation at any time before the issuance of the Certificate
of Practical Completion of the Sub-Contract Works. After the Certificate of
Practical Completion of the Sub-Contract Works has been issued, the CA may
not be empowered to issue such instruction unless required for the purposes of
instructing the Sub-Contractor to correct defects or remedy non-compliance in
the Sub-Contracts Works, or to comply with the requirements of any Appropriate
Valuation of Variations
10.5 10.5(a) Within twenty-one (21) Days after completion of the work constituting a
Variation:
(i) The Sub-Contractor shall submit to the Contractor and CA all
documents necessary for their valuation, including details of
the quantities of the work done, site information, rates and any
additional claims made by the Sub-Contractor arising from the
Variation.
(ii) Where any recording of site information and/or measurements
are required to be carried out at the Site, the Sub-Contractor
shall provide such assistance as may be necessary and may be
present to take notes and measurements.
10.5(b) If the Contractor is informed by the CA of his opinion that the documents
and particulars submitted by the Sub-Contractor pursuant to Clause
10.5(a) are insufficient for evaluation and assessment of the Variation,
the Contractor shall:

(i) within three (3) Days from the date of receipt of the CA’s
said opinion, inform the Sub-Contractor of any deficiency or
insufficiency in his submission; and
(ii) require such further documents and particulars within ten (10)
Days thereof to be provided to the Contractor and CA.
10.5(c) In the event the Sub-Contractor fails to submit the requested
documents and particulars under Clause 10.5(b), the Sub-Contractor
acknowledges that the Contractor and CA may nevertheless complete
the valuation of the Variation based on the information available to
them and ascertain the value of the Variation (if any) within thirty (30)
Days thereafter.
10.5(d) However, if the Sub-Contractor fails to submit the documents and
particulars within the stipulated twenty-one (21) Days period under
Clause 10.5(a), or within any further time as may be allowed by the CA
and/or the Contractor:
(i) then Clauses 10.5(b) and 10.5(c) shall not apply but the Sub-
Contractor may still submit the documents and particulars of the
Variation during the final account stage for the CA’s assessment
under Clause 24.6.
(ii) Notwithstanding this, the Sub-Contractor acknowledges that
Contractor and CA may (but is not obliged to) assess and ascertain
the value of the Variation based on the information available
to them at any time prior to the issuance of the Certificate of
Practical Completion of the Sub-Contract Works.
10.5(e) If the Parties agree with the valuation of the CA under either Clause
10.5(c) or Clause 10.5(d), then the valuation and ascertainment shall
become conclusive.
10.5(f) If either the Sub-Contractor or the Contractor disputes the valuation of
the CA, then the dispute may be referred to arbitration under Clause
25.0.
Valuation Rules
10.6 The valuation of any Variations (and of work executed by the Sub-Contractor for
which a Provisional Quantity is included in the Sub-Contract and the expenditure
of Provisional for which a Provisional Quantity is included in the Sub-Contract
and the expenditure of Provisional Sums) shall, unless otherwise agreed, be
made in accordance with the following rules:
10.6(a) where work is of similar character to the work as specified in the Sub-
Contract, is executed under similar conditions, and the quantity of the
work concerned is not changed by more than ……. (*if none is stated,
then 12%) from the quantity of this item of work in the Sub-Contract,
the rates and prices in the Schedule of Rates shall determine the
valuation;
10.6(b) where work is of a similar character to the work set out in the Sub-
Contract but is not executed under similar conditions or, is executed

under similar conditions but the quantity of work is changed by more
than ……. (*if none is stated, then 12%) of the quantity of this item
of work specified in the Sub-Contract, the rates and prices in the
Schedules shall be the basis for determining the valuation which
shall include a fair adjustment in the rates to take into account such
difference;
10.6(c) where work is of a different character to the work as set out in the Sub-
Contract, the valuation shall be at fair market rates and prices determined
by the Contractor, taking into account the CA’s determination in respect
of the same work;
10.6(d) where work cannot be properly measured and valued in accordance
with Clauses 10.6(a), 10.6(b) or 10.6(c), the Sub-Contractor shall be
allowed:
(i) the daywork rates in the Schedules; or
(ii) where there are no such daywork rates in the Schedules, at the
actual cost to the Sub-Contractor of his materials, additional
construction plant and scaffolding, transport and labour for the
work concerned, plus fifteen (15) percent, which percentage
shall include for the use of all tools, standing plant, standing
scaffolding, supervision, overheads and profit.
In either case, the Sub-Contractor shall provide the vouchers specifying
the time spent on a daily basis in carrying out the works, the workers’
names and designation, the materials, additional construction plant,
scaffolding and transport used which shall be signed by the Contractor’s
and Sub-Contractor’s Site Agent and verified by the Site Staff. They
shall be delivered to the Contractor and CA at weekly intervals with the
final records delivered not later than fourteen (14) Days after the work
has been completed.
10.6(e) The rates and prices in the Schedules shall determine the valuation
of items omitted. If omissions substantially vary the conditions under
which any remaining items of work are to be carried out, the prices of
such affected remaining items shall be valued under Clauses 10.6(b),
10.6(c) or 10.6(d); and
10.6(f) in respect of Provisional Quantity, the quantities stated in the Sub-
Contract Bills shall be re-measured by the CA based on the actual
quantities executed in accordance with Clause 10.5. The rates and
prices in the Schedules shall determine their valuations.
Compliance with the CA’s Instruction on Variation or

Provisional Sums Pending Valuation
10.7 Pending the valuation of any Variation or of work executed by the Sub-Contractor
for which a Provisional Quantity is included in the Sub-Contract or the expenditure
of Provisional Sums, the Sub-Contractor shall forthwith carry out the CA’s
Instruction on Variations or Provisional Sums.

Additional Expenses Caused by Variation
10.8 10.8(a) Where a Variation has caused or is likely to cause the Sub-Contractor
to incur additional expenses for which he would not be paid under any
provision in Clause 10.6 or Clause 20.0, the Sub-Contractor may make
a claim for such additional expenses subject always to the following
provisions:
(i) the Sub-Contractor shall, within a reasonable time from the date
of receipt of the CA’s instruction giving rise to his claim (or in any
event, before the completion of such Variation), give written notice
to the Contractor (with a copy to the CA) of his intention to claim
for such additional expenses together with an initial estimate of
his claim duly supported with all necessary calculations; and
(ii) within twenty-eight (28) Days of completing such Variation, the
Sub-Contractor shall send to the Contractor (with a copy to the
CA) complete particulars of his claim for additional expenses
together with all necessary calculations to substantiate his
claims.
(iii) If the Sub-Contractor fails to submit the required particulars
within the stipulated twenty-eight (28) Days of completion such
Variation, or within such longer period as may be agreed in
writing by the Contractor or the CA, it shall be deemed that the
Sub-Contractor has waived his rights under this Sub-Contract
and/or the law to claim for or recover any such additional
expenses.
(iv) If the CA is of the opinion that the particulars submitted by the
Sub-Contractor are insufficient for determining the claim for the
additional expenses and the Contractor has been so informed, the
Contractor shall immediately inform him of any such deficiency in
his submission and require the Sub-Contractor to provide such
further particulars within such period of time as may be instructed
by the CA.
10.8(b) At all times during the course of the Sub-Contract Works, the Sub-
Contractor shall keep such contemporary records as may be necessary
to substantiate any claim, either on the Site or at another location
acceptable to the Contractor and CA. Without admitting the Contractor’s
liability, the Contractor may, after receiving any notice under Clause
10.8(a), monitor the record-keeping and/or instruct the Sub-Contractor
to keep further contemporary records. The Sub-Contractor shall permit
the Contractor and the CA to inspect and take copies of records at any
reasonable time upon request.
Variation and Additional Expenses Added to Sub-Contract Sum

10.9 10.9(a) As soon as the CA has ascertained the value of Variations and any
additional expenses claimed by the Sub-Contractor, the amount so
ascertained and by the CA shall be added to or deducted from the Sub-
Contract Sum.

10.9(b) When an Interim Certificate is issued after the date of ascertainment,
such amount shall be included in or deducted from the certificate.
11.0 SUB-CONTRACT SUM AND VALUATION OF THE SUB-

CONTRACT WORKS
Sub-Contract Sum and Valuation of the Sub-Contract Works

11.1 The Sub-Contract Sum and Valuation of the Sub-Contract Works under the Sub-
Contract shall be in accordance with Article 3.1 and Article 3.2 respectively.
12.0 MATERIALS OR GOODS NOT TO BE REMOVED
Materials or Goods Not to Be Removed

12.1 12.1(a) Save as provided in the Clause 12.2, any unfixed materials and goods
delivered to the Site and which are intended for the Sub-Contract Works
shall not be removed from the Site or other place at which they are
stored until completion of the Sub-Contract Works unless prior consent
in writing from the Contractor and CA is obtained for the removal. The
Contractor and CA shall not unreasonably delay or withhold the giving
of such consent.
12.1(b) The Sub-Contractor shall provide the necessary and adequate storage
and protection for these unfixed materials and goods until completion of
the Sub-Contract Works.
Materials or Goods Paid for Becomes Employer’s Property

12.2 Any unfixed materials and goods shall become the property of the Employer
after:
12.2(a) Its value has been included in any Interim Certificate; and
12.2(b) The Contractor has received its full payment.
Warranty of Title of Goods and Materials

12.3 12.3(a) The Sub-Contractor warrants that he has title free from liens and other
encumbrances for such materials and goods upon inclusion of the value
of such materials and goods in any application for payments under
Clause 24.1.
12.3(b) In the event that the Sub-Contractor is found to have made a false
or inadequate warranty of title, any loss suffered by the Contractor
shall be made good by the Sub-Contractor or may be recovered by
the Contractor as debt, or by deducting it from any monies due or to
become due to the Sub-Contractor under this Sub-Contract, or from the
Performance Bond provided under Clause 28.5.

13.0 PRACTICAL COMPLETION AND DEFECTS LIABILITY
Certificate of Practical Completion

13.1 The Sub-Contract Works are Practically Completed when:
13.1(a) the Sub-Contract Works have been completed in accordance with the
terms and conditions of this Sub-Contract;
13.1(b) the Employer can have full, proper and beneficial use of the Sub-
Contract Works for their intended purpose, notwithstanding that there
may be outstanding works and defects which are of a very minor nature
in the sense that such minor outstanding works and defects do not
prevent or diminish the full, proper and beneficial use as aforesaid;
13.1(c) the Sub-Contract Works have passed any commissioning tests required
in the Sub-Contract Documents;
13.1(d) the Sub-Contractor has provided the Contractor with all the warranties
and guarantees required pursuant to Clause 12 hereof;
13.1(e) the Sub-Contractor has given to the Contractor and CA a written
undertaking to make good and complete such outstanding works and/
or defects within a reasonable time as shall be instructed by the CA to
the Contractor; and
13.1(f) the Sub-Contractor has discharged any and all other requirements
expressly stated in the Sub-Contract Documents as a pre-requisite for
the issuance of the Certificate of Practical Completion of Sub-Contract
Works.
Certificate of Practical Completion, or Deemed Practically

Complete
13.2 When the Sub-Contract Works or works in a Section are, in the opinion of the
Sub Contractor, practically completed, he may give a written notice to that effect
to the Contractor (with a copy to the CA). The Contractor shall immediately
write to the CA, setting out his observations on the Sub-Contractor’s application
and request the CA to do either one of the following within fourteen (14) Days
thereof:
13.2(a) if the CA opines that the Sub-Contract Works or Section are not Practically
Completed, the CA shall give a written notice to the Contractor (with a
copy to the Sub-Contractor) giving reasons for his opinion and specifying
the work required to be done by the Sub-Contractor to achieve Practical
Completion. The Sub-Contractor shall then complete this work before
issuing a further written notice under this Sub-Clause; or
13.2(b) if the CA opines that the Sub-Contract Works or Section are actually
Practically Completed, the CA shall issue a Certificate of Practical
Completion. The Certificate of Practical Completion shall be issued
to the Sub-Contractor with copies extended to the Contractor and
Employer. The date of Practical Completion shall be:

(i) where there are still minor outstanding works and defects of a
minor nature to be completed, the date of receipt of the Sub-
Contractor’s written undertaking to make good and to complete
such outstanding works and defects; or
(ii) where there are no outstanding works and defects, the date of
receipt of the Sub-Contractor’s aforesaid written notice.
Sub-Contractor’s Failure to Rectify

13.3 In the event the Sub-Contractor fails, neglects or refuses to comply with the
undertaking under Clause 13.2(b)(i), the Contractor may, without prejudice to
any other rights or remedies which he may possess, do any one of the following;
13.3(a) with the consent of the CA and Employer, grant the Sub-Contractor
additional time to be specified by the CA to enable the Sub-Contractor
to comply with his said undertaking;
13.3(b) with the consent of the CA and the Employer, employ and pay other
Persons to execute any work which may be necessary to give effect to
the Sub-Contractor’s said undertaking. Any loss, expense or damage
thereby suffered or incurred by the Contractor shall be recoverable from
the Sub-Contractor as a debt or by deducting it from any monies due or
to become due to the Sub-Contractor under this Sub-Contract; or
13.3(c) with the consent of the CA and the Employer, accept to leave all or any
such works and/or defects of a minor nature in the Sub-Contract Works
subject to the Contractor’s right to recover any loss and/or expense
arising from the Sub-Contractor’s said default, as a debt, or by deducting
it from any monies due or to become due to the Sub-Contractor under
this Sub-Contract.
Obligation to Clear Out Upon Completion

13.4 When instructed by the Contractor, the Sub-Contractor shall clear out and leave
the Sub-Contract Works and all areas made available to him after achieving
Practical Completion.
Attending to Outstanding Works and Defects After Practical

Completion
13.5 13.5(a) The Defects Liability Period shall commence on the day following the
Date of Practical Completion and continue for the duration stated in
the Appendix to these conditions. It is the Sub-Contractor’s obligation
during the Defects Liability Period, forthwith to complete any works
outstanding at the Date of Practical Completion and to rectify any
defects in the Sub-Contract Works which appear during the Defects
Liability Period. Any such defects which have not been rectified by the
Sub-Contractor at the conclusion of the Defects Liability Period shall be
specified by the CA in a schedule of defects and delivered to the Sub-
Contractor not later than fourteen (14) Days after the expiration of the
Defects Liability Period.

13.5(b) The Sub-Contractor shall within a reasonable time, which shall be
specified by the CA, make good such defects entirely at his own cost.
If the Sub-Contractor fails to attend to and complete the rectification of
the defects within the time requested by the CA, the Contractor may,
without prejudice to any other rights or remedies:
(i) grant the Sub-Contractor additional time to be specified by the
CA to enable the Sub-Contractor to make good the defects so
notified; or
(ii) employ and pay other Persons to rectify the defects in the Sub-
Contract Works. Any loss, expense or damage thereby suffered
or incurred by the Contractor shall be recoverable from the Sub-
Contractor as a debt or by deducting it from any monies due or to
become due to the Sub-Contractor under this Sub-Contract; or
(iii) accept to leave all or any such defects in the Sub-Contract Works
subject to the Contractor’s right to claim or recover the loss and/
or damage in the amount as reasonably determined by the CA,
as a debt, or by deducting it from any monies due or to become
due to the Sub-Contractor under this Sub-Contract.
Instruction to Make Good Defects within Defects Liability Period

13.6 Notwithstanding Clause 13.5, the Contractor may at any time during the Defects
Liability Period issue a written instruction requiring any Defects which appear
within the Defects Liability Period to be made good. The Sub-Contractor shall
within a reasonable time, which shall be specified by the Contractor, comply with
the same entirely at his own cost. If the Sub-Contractor fails to attend to and
complete the rectification of the Defects within the specified time, the Contractor
may, without prejudice to any other rights or remedies:
13.6(a) with the consent of the CA, grant the Sub-Contractor additional time to
be specified by the CA to enable the Sub-Contractor to make good the
defects so notified; or
13.6(b) with the consent of the CA, employ and pay other Persons to rectify the
Defects. Any loss, expense or damage thereby suffered or incurred by
the Contractor shall be recoverable from the Sub-Contractor as a debt
or by deducting it from any monies due or to become due to the Sub-
Contractor under this Sub-Contract; or
13.6(c) with the consent of the CA, accept to leave all or any such Defects in
the Sub-Contract Works subject to the Contractor’s right to recover any
loss and/or damage arising from the Sub-Contractor’s default as a debt,
or by deducting it from any monies due or to become due to the Sub-
Contractor under this Sub-Contract.
Remedial Works to Main Contract Works Due to Defects in the

Sub-Contract Works
13.7 13.7(a) If the Contractor executes any remedial work to any part of the Main
Contract Works due to Defects in the Sub-Contract Works, then the

cost of execution of such work shall be recoverable by the Contractor
from the Sub-Contractor as a debt, or by deducting it from any monies
due or to become due to the Sub-Contractor under the Sub-Contract or
from the Performance Bond under Clause 28.5.
13.7(b) The CA may, with the consent of the Employer, instruct the Contractor
not to carry out any such remedial work subject to an appropriate
set off by the Employer under the Main Contract. In that event, the
Contractor shall be entitled to recover from the Sub-Contractor the
same amount set off by the Employer as a debt, or by deducting it
from any monies due or to become due to the Sub-Contractor under
the Sub-Contract or from the Performance Bond under Clause 28.5.
Remedial Works Due to Defects in the Main Contract Works

13.8 If the Sub-Contractor executes any remedial work to or in connection with the Sub-
Contract Works (whether permanent or temporary) required by the Contractor or
CA or rendered necessary by reason of any defects in the Main Contract Works,
then the Contractor shall pay to the Sub-Contractor the cost of the execution of
such remedial works. The CA with the consent of the Employer, may instruct the
Contractor and Sub-Contractor not to carry out any such remedial work subject
to an appropriate set off.
14.0 DATE OF COMMENCEMENT, DATES FOR COMMENCEMENT

GIVEN FOR SECTIONS AND DATE FOR COMPLETION
Date for Commencement and Completion Date

14.1 The Contractor shall be given possession of the Site by the Date of Commencement.
The Sub-Contractor shall thereupon commence the execution of the Sub-Contract
Works and regularly and diligently proceed with and complete the same on or
before the Sub-Contract Completion Date.
Dates of Commencement Given for Sections

14.2 Where there are different Dates of Commencement for sections of the Sub-
Contract Works, they shall be stated in the Appendix or elsewhere in the Sub-
Contract Documents.
Different Completion Dates for Identified Sections or Parts of

Works
14.3 Where there are different Completion Dates for such sections of the Sub-Contract
Works stated in the Appendix or elsewhere in the Sub-Contract Documents, the
provisions of this Sub-Contract in regard to Practical Completion, Extension
of Time, Liquidated Damages, Defects Liability Period, the Sub-Contractor’s
obligation to make good defects, and release of Retention Fund shall, in the
absence of any express provision to the contrary elsewhere in the Sub-Contract

Documents, apply to each such Section with the necessary changes in points of
detail.
Suspension of Sub-Contract Work

14.4 14.4(a) The Sub-Contractor accepts that The CA may at any time instruct the
Contractor to suspend progress of part or all of the Main Contract Works,
which may include the Sub-Contract Works. During such suspension,
the Sub-Contractor shall protect, store and secure such part of the
Sub-Contract Works against any deterioration, loss or damage. The
CA shall notify the cause for the suspension. The Party who carries the
liability to provide insurance in respect of the cause of the suspension
under Clauses 17.0 and 18.0, shall ensure full insurance coverage
for the whole period of suspension, or if the insurance is covered by
the Contractor under Clause 20.0, the Contractor shall ensure similar
insurance coverage. If and to the extent that the cause is notified and
is the responsibility of the Sub-Contractor, Clause 14.4(b) shall not
apply.
14.4(b) If the Sub-Contractor suffers delay and/or incurs loss and/or expense
from complying with the CA’s Instruction under Clause 14.4(a) and/or
from resuming the work, the Sub-Contractor shall be entitled to claim
for an extension of time under Clause 19.0 and/or loss and/or expense
under Clause 20.0.
14.4(c) If and to the extent that the cause is notified and is the responsibility
of the Contractor, Clause 14.4(b) above shall not apply. Similarly, the
Sub-Contractor shall not be entitled to an extension of time or payment
of any loss and/or expense incurred in making good the consequences
of the Sub-Contractor’s faulty design (if applicable), workmanship or
materials, or of the Sub-Contractor’s failure to protect, store or secure
in accordance with Clause 14.4(a).
15.0 DAMAGES FOR NON-COMPLETION
Consequence of Delayed Completion

15.1 If the Sub-Contractor fails to complete the Sub-Contract Works (or any Section
of the Sub-Contract Works) by the Sub-Contract Completion Date or by the date
as mutually agreed by the Parties, the Contractor shall issue a Certificate of Non-
Completion (with a copy to the CA) stating that in his opinion the same ought
reasonably so to have been completed by such date(s). Upon such issuance, the
Sub-Contractor shall pay or allow to the Contractor a sum calculated at the rate
stated in the Appendix as Liquidated Damages for the period from the Completion
Date, or any extended date where applicable, to the date of Practical Completion,
provided always that the total amount of Liquidated Damages due and retained
under this Clause shall not exceed the amount stated in the Appendix as the Limit
of Liquidated Damages. The Contractor may recover such sum as a debt or may
deduct such sum from any monies due or to become due to the Sub-Contractor

under the Sub-Contract or may recover such sum from the Performance Bond in
Liquidated Damages Amount Deemed as Agreed

15.2 15.2(a) The Liquidated Damages stated in the Appendix is deemed to be the
reasonable loss and/or damage which the Contractor will suffer in the
event that the Sub-Contractor fails to complete the Sub-Contract Works
by the Completion Date. The Parties agree that by entering into this
Sub-Contract, Section 75 of the Contracts Act 1950 shall not apply
for the purposes of the Sub-Contractor’s liability to pay Liquidated
Damages under this Clause, and the Sub-Contractor shall, upon first
written demand by the Contractor, forthwith ay or allow to the Contractor
the said amount of Liquidated Damages due without the need of the
Contractor to prove his actual damage or loss.
15.2(b) Further and in any event, the Contractor and the Sub-Contractor
acknowledge and declare that it will be difficult to assess damages for
the actual damage or loss incurred as a result of the Sub-Contractor’s
failure to complete the Sub-Contract Works by the Completion Date.
The Sub-Contractor acknowledges that the Liquidated Damages
stated in the Appendix represents the loss or damage that would be
caused to the Contractor which naturally arose in the usual course
of things from the breach and/or which the Parties knew, when they
made the Sub-Contract, to be likely to result from the breach of the
Sub-Contract. The Sub-Contractor irrevocably undertakes that he will
not, whether by legal proceedings or otherwise, contend that such
sums and the limits thereon in the Appendix are not reasonable nor
will he put the Contractor to the proof thereof, nor further contend that
his agreement to such sum and undertaking as aforesaid were arrived
at by force, duress, coercion, mistake or misrepresentation on the part
of the Contractor.
15.2(c) For the avoidance of doubt, the Liquidated Damages imposed or
deducted by the Contractor shall not relieve the Sub-Contractor from
his obligation to complete the Sub-Contract Works, or from any other
duties, obligations or responsibilities which he may have under the Sub-
Contract.
16.0 ASSIGNMENT OR SUB-CONTRACTING
Consent Required to Assign Rights, Interests or Benefits under

the Sub-Contract
16.1 Other than assigning his rights, interests or benefits under the Sub-Contract to
his financial institution, the Sub-Contractor shall not, without the written consent
of the Contractor and the Employer (which consent shall not be unreasonably
delayed or withheld), assign the Sub-Contract or any part thereof, or any benefit
or interest therein or thereunder to any another Person.

Sub-Contracting Portion of Sub-Contract Works
16.2 Except as otherwise provided by the Sub-Contract, the Sub-Contractor shall not
without the written consent of the Contractor and the CA sub-contract the Sub-
Contract Works, in whole or in part. Such consent if given shall not relieve the
Sub-Contractor from any liability or obligation under the Sub-Contract. He shall
be fully responsible for the acts, defaults, neglects, breach of contract of any of
his employees, agents, servants or workmen as if they were the acts, defaults
or neglects of the Sub-Contractor. Where the Sub-Contractor sub-contracts
labour only of craftsmen, skilled or semi-skilled workmen to carry out any portion
of the work, this shall not constitute sub-contracting within the meaning of this
Clause and he shall remain fully responsible for the quality of their work and
craftsmanship and for any acts, defaults and negligence of the workmen.
17.0 INJURY TO PERSONS OR PROPERTY AND INDEMNITY TO

CONTRACTOR
Indemnity Against Claims on Contractor for Injury to or Death

of Persons
17.1 The Sub-Contractor shall indemnify and hold harmless the Contractor against and
from all claims, damages, losses and expenses (including legal and consultancy
fees and expenses) in respect of personal injury, sickness, disease or death of
any Person arising out of or in the course of or by reason of the Sub-Contractor’s
design, execution and completion of the Sub-Contract Works and the remedying
of any defects, unless attributable to any negligence, wilful act or breach of
contract by the Contractor, or any Persons for whose actions the Contractor is
responsible.
Indemnity Against Claims on Contractor for Injury to Property

fees and expenses) in respect of any damage to or loss of property, real or
personal (other than the Works), arising out of or in the course of or by reason
of the Sub-Contractor’s design, execution and completion of the Sub-Contract
Works and the remedying of any defects, to the extent that such damage and loss
is attributable to any negligence, wilful act or breach of contract by the Contractor,
or any Persons for whose actions the Contractor is responsible.
Sub-Contractor to Indemnify Against Claims by Workmen

fees and expenses) howsoever caused arising out of claims by any and every
workman employed in and for the execution of the Sub-Contract Works and for
payment of compensation under or by virtue of the Workmen’s Compensation Act
1952 and the Employee’s Social Security Act 1969.

Indemnities Not to Be Defeated
17.4 Save as provided for in Clause 17.1, the indemnities given by the Sub-Contractor
under Clauses 17.1 to 17.3 shall not be defeated or reduced by reason of any
negligence or omission of the Employer, CA, Consultant or other authorised
representatives in failing to:-
17.4(a) supervise or control the Sub-Contractor’s site operation or methods of
working or temporary work;
17.4(b) detect or prevent or remedy defective work; or,
17.4(c) ensure proper performance of any obligation of the Sub-Contractor
18.0 DUTY OF SUB-CONTRACTOR TO INSURE
SOCSO and Insurances for Workmen

18.1 18.1(a) Without prejudice to his liability to indemnify the Contractor under
Clause 17.0, the Sub-Contractor shall:
(i) register or cause to register all local workmen employed on the
Sub-Contract Works and who are subject to registration under
the Employee’s Social Security Scheme (hereinafter referred
to as “SOCSO”) in accordance with the Employees’ Social
Security Act 1969. The Sub-Contractor shall make payment of
all contributions from time to time when the same ought to be
paid;
(ii) where the workmen are not subject to registration under SOCSO,
effect and maintain an insurance in the joint names of the Parties
an insurance policy for liabilities for death or injury to these
workmen which may arise in the course of the execution of the
Works; and
(iii) where the workmen are foreign workers, effect and maintain a
similar insurance policy and shall cause all Sub-Contractors to
do the same, for these foreign workers employed on the Sub-
Contract Works as required by the Workmen’s Compensation
Act 1952 and Workmen’s Compensation (Foreign Worker’s
Compensation Scheme) (Insurance) Order 1998.
18.1(b) The insurance policies mentioned in Clauses 18.1(a)(ii) and 18.1(a)
(iii) shall be valid up to the Sub-Contractor Completion Date and the
extended maintenance cover shall be for the Defects Liability Period plus
a further three (3) Months. If the Sub-Contractor is unable to complete
by the Sub-Contractor Completion Date or complete making good the
Defects within the insured period, he shall ensure that the insurance
is accordingly extended for the same or projected period of delay. The
Sub-Contractor shall effect the said extension of the insurance cover
not less than one (1) Month before the expiry of the insurance currently
in force.

CAR Insurance by Contractor
18.2 18.2(a) If the Contractor’s All Risks (‘CAR’) insurance or any insurance to that
effect is to be taken out by the Contractor under Clauses 19.0 and
20.0 of the Main Contract Conditions, the Contractor shall before the
Sub-Contract Date of Commencement furnish to the Sub-Contractor a
certified true copy of such insurance policy.
18.2(b) If the Sub-Contractor having regard to his indemnity to the Contractor
under Clause 17.0 desires to have additional insurance cover, he shall
do so at his own cost.
CAR Insurance by Employer

18.3 18.3(a) If the Contractor’s All Risks (‘CAR’) insurance or any insurance to
that effect is to be taken out by the Employer under Clause 19.0 and
Clauses 20.0 of the Main Contract Conditions, the Contractor (provided
that he has obtained a certified copy of such insurance policies from the
Employer) shall furnish to the Sub-Contractor a certified true copy of such
insurance policies before the Sub-Contract Date of Commencement.
18.3(b) If the Sub-Contractor having regard to his indemnity to the Contractor
under Clause 17.0 desires to have additional insurance cover, he shall
do so at his own cost.
Approval of Insurance Companies

18.4 Any insurance referred to in Clause 18.1 shall be placed with licensed insurance
companies approved by the Employer and the Contractor, and the Sub-Contractor
shall, prior to the commencement of any Sub-Contract Works and whenever
requested in writing, deposit with the Contractor the policy or policies and the
receipts in respect of premiums paid, and provide copies to the CA.
Contractor’s or Sub-Contractor’s Default

18.5 Should the Sub-Contractor make default in insuring or in continuing to insure as
required under Clause 18.1, the Contractor may himself insure against any risk
with respect to which the default shall have occurred and the amount paid or
payable by the Contractor in respect of premiums shall be recovered from the
Sub-Contractor by the Contractor as a debt, or deducted from any monies due
or to become due to the Sub-Contractor, or from the Performance Bond provided
under Clause 28.5.
19.0 EXTENSION OF TIME (“EOT”)
Application for EOT

19.1 19.1(a) If the regular progress of the Sub-Contract Works has been delayed
by any of the Time Impact Events stated in Clause 19.6, then the Sub-
Contractor shall be entitled to apply for an EOT under this Clause.

The Sub-Contractor shall be entitled to a reasonable EOT if and to the
extent that completion of the Sub-Contract Works is or will be delayed
by any of the Time Impact Events;
19.1(b) As soon as practicable, but not later than twenty-one (21) Days after
the Sub-Contractor became aware, or should have become aware of
the regular progress having been delayed by any of the Time Impact
Events, the Sub-Contractor shall give written notice to the Contractor
(with a copy to the CA) indicating his intention to claim for an EOT and
describing the Time Impact Event giving rise to an EOT;
19.1(c) Within twenty-one (21) Days of the end of the cause of delay, or within
such other period as may be proposed by the Sub-Contractor and
approved in writing by the Contractor and CA, the Sub-Contractor shall
send to the Contractor (with a copy to the CA) the relevant particulars
of the basis of his claim for EOT together with all necessary calculations
and documents to substantiate his claims;
19.1(d) If the Sub-Contractor either fails to:
(i) give such written notice under Clause 19.1(b); or
(ii) submit the required particulars within the stipulated twenty-one
(21) Days or such other period as approved by the Contractor
and CA under Clause 19.1(c).
the Sub-Contractor accepts that the CA is not obliged (until after the
Practical Completion of the Main Contract Works) to assess and
recommend any EOT in respect of the Sub-Contractor’s application
for EOT. In that event, subject to the CA’s review under Clause 19.8
of the Sub-Contract Conditions of Clause 23.10 of the Main Contract
Conditions, the Sub-Contractor shall not be entitled to any EOT,
and the non-assessment and non-granting of the EOT due to the
Sub-Contractor’s failure under this Clause shall not be a ground for
challenging the validity of the Certificate of Non-Completion (if any)
issued by the Contractor, or any deduction or claim for Liquidated
Damages made by the Contractor under Clause 15.0.
19.1(e) If the CA is of the opinion that the particulars submitted by the Sub-
Contractor pursuant to Clause 19.1(c) are insufficient for his assessment
of the EOT applied, the CA shall within fourteen (14) Days from the
date of receipt of Sub-Contractor’s particulars, inform the Contractor
(with a copy to the Sub-Contractor) of any deficiency in his submission
and require the Sub-Contractor and Contractor to provide such further
particulars within such period of time as may be stated by the CA
in writing. If the Sub-Contractor fails to submit the required further
particulars within the time as instructed by the CA, the CA may proceed to
determine the Sub-Contractor’s claim for such EOT based on whatever
information which is in the possession of the CA, and may either reject
the Sub-Contractor’s application or recommend for an EOT within forty-
two (42) Days from the last date of the period for the provision of further
particulars by the Contractor and Sub-Contractor. The CA shall set out
the details of his recommendation. The CA’s recommendation shall be

binding upon the Contractor and the Sub-Contractor until and unless it
is revised by the CA under Clause 19.8 herein or under Clause 23.10
of the Main Contract Conditions. If the CA recommends the granting of
any EOT, the Contractor shall immediately issue to the Sub-Contractor
a Certificate of Extension of Time to that effect.
Sub-Contractor to Keep Contemporary Records

19.2 The Sub-Contractor shall keep such contemporary records as may be relevant
to a claim, made under Clause 19.0, either at the Site or at another location
acceptable and accessible to the Contractor and CA. The Sub-Contractor shall
permit the Contractor and CA to inspect all these records, and shall (if instructed)
submit copies to the Contractor and CA.
Determination of EOT Application

19.3 If the CA is of the opinion that the Sub-Contractor has submitted sufficient
particulars for his determination, the CA shall determine the Sub-Contractor’s
application and shall within not later than forty-two (42) Days from the date of
the submission thereof, either recommend that the Sub-Contractor’s application
be rejected or an EOT be granted to the Sub-Contractor. The CA shall provide
reasons for his recommendation. If the CA recommends the granting of any EOT,
the Contractor shall immediately issue to the Sub-Contractor a Certificate of
Extension of Time to that effect.
Other Considerations and Limitation in Fixing Completion Date

19.4 In assessing the EOT application, the CA may consider the effect or extent
of any work omitted under the Sub-Contract. However, in assessing the Sub-
Contractor’s claim for any EOT, the CA shall not fix a Completion Date earlier
than the Sub-Contract Completion Date stated in the Appendix.
Sub-Contractor to Prevent Delay

19.5 The Sub-Contractor shall constantly use his best endeavours and do all that may
reasonably be required by the Contractor and CA to prevent or reduce delay in
the completion of the Sub-Contract Works, irrespective of whether the delay was
caused by the Employer, the Contractor, the Sub-Contractor or other events. For
the avoidance of doubts, the Sub-Contractor’s compliance with the said request
by the Contractor and/or the CA shall be without prejudice to any other rights or
remedies which he may possess.
Time Impact Events

19.6 The Time Impact Events causing delay where the Sub-Contractor may be given
a fair and reasonable EOT are:
19.6(a) Force Majeure as defined in Article 9;
19.6(b) Exceptionally Adverse Weather Condition as defined in Article 9. The
Sub-Contractor is required to show that:

(i) the Exceptionally Adverse Weather Condition occurred at the
time when the works were actually carried out, and not when
they were programmed to be carried out nor, at a time when
there was not supposed to be any works done; and
(ii) it has caused delay to the completion of the Sub-Contract Works.
19.6(c) loss and/or damage occasioned by one or more of the contingencies
referred to in Clause 20.0 of the Main Contract Conditions as the
case may be, provided always that the same is not attributable to any
negligence, wilful act or breach of contract by the Sub-Contractor, or
any Person for whose actions the Sub-Contractor is responsible;
19.6(d) the Sub-Contractor not having received in due time necessary CA’s
Instruction or CAI (including those for or in regard to the expenditure
of P.C. Sums and Provisional Sums, further drawings, details, levels or
any other information) for which he had specifically applied in writing to
the Contractor (with a copy to the CA). The Sub-Contractor’s application
must be submitted to the Contractor (with a copy to the CA) insufficient
time before the commencement of construction of the affected works, to
enable the Contractor to obtain the necessary CA’s Instruction from the
CA within a period which would not materially affect the progress of the
affected works, having regard to the Sub-Contract Completion Date.
Provided always that the CA’s Instruction or CAI was not required as a
result of any negligence, omission, default and/or breach of contract by
the Sub-Contractor;
19.6(e) delay by the Employer in giving possession of the Site or any section of
the Site in accordance with Clauses 21.1 and 21.2 of the Main Contract
Conditions, or having obtained possession of the Site or any section
of the Site from the Employer, the Contractor has delayed in giving
possession to the Sub-Contract to carry out the Sub-Contract Works as
required under the Sub-Contract;
19.6(f) compliance with CA’s Instructions under Clauses 1.4, 11.2, or 21.4 of
the Main Contract Conditions, unless the CA’s Instruction was issued
due to or is necessitated by or is intended to rectify any negligence,
omission, default and/or breach of contract by the Sub-Contractor;
19.6(g) re-nomination of Nominated Sub-Contractors under Clause 27.0 and/or
Nominated Suppliers under Clause 28.0 under the Main Contract;
19.6(h) delay on the part of craftsmen, tradesmen or others employed or
engaged by the Employer in executing work not forming part of this
Sub-Contract or their failure to execute such work;
19.6(i) delay or failure in the supply of materials and goods which the Employer
had agreed to supply for the Sub-Contract Works;
19.6(j) the opening up for inspection of any work covered up, the testing of
any work, materials or goods in accordance with Clause 6.3 (including
making good in consequence of such opening up or testing) provided
always that the inspection or test is not provided for in the Specification
or Sub-Contract Bills; the inspection or test does not show that the

works, materials or goods failed to comply with the Sub-Contract; or is
not required by the Contractor or CA in consequence of prior negligence,
omission, default and/or breach of contract by the Sub-Contractor;
19.6(k) any act of prevention or breach of the Main Contract by the Employer;
19.6(l) war damage under Clause 32.3 of the Main Contract Conditions;
19.6(m) compliance with CA’s Instruction issued in connection with the discovery
of fossils, coins, articles of value or antiquity, or structures and other
remains or items of geological or archaeological interest on the Site
under Clause 33.1 of the Main Contract Conditions;
19.6(n) compliance with any Unforeseeable changes to any law, regulations,
by-law or terms and conditions of any Appropriate Authority and/or
Service Provider;
19.6(o) delay caused by any Appropriate Authority and Service Provider in
carrying out, or failure to carry out their work which affects the Sub-
Contractor’s work progress, provided always that: the Sub-Contractor
has diligently followed the procedures, terms and conditions laid down
by the Appropriate Authority and Service Provider; the delay was
Unforeseeable; and such delay is not due to any negligence, omission,
default and/or breach of contract by the contractor or Sub-Contractor;
19.6(p) delay on the part of the Employer to appoint a replacement Person
under Articles 4, 5, 6, 7 and 8;
19.6(q) compliance with CA’s Instruction issued in connection with disputes
with neighbouring property owners provided always that such dispute
is not caused by any negligence, omission, default and/or breach of
contract by the Contractor or Sub-Contractor;
19.6(r) delay as a result of the execution of work for which a Provisional Quantity
is included in the Sub-Contract Bills which in the opinion of the CA is not
a reasonably accurate forecast of the quantity of work required;
19.6(s) failure of the Employer or the Contractor to give in due time entry to or
exit from the Site or any part through or over any land, by way of passage
adjoining or connected to the Site and in possession or control of the
Employer (or the Contractor, as the case may be), provided always
that it is duty and responsibility of the Employer and/or the Contractor
to give such passage under the Main Contract or the Sub-Contract
respectively;
19.6(t) suspension by the Contractor of his obligations under Clauses 30.7 and
30.8 of the Main Contract Conditions;
19.6(u) suspension of the whole or part of the Main Contract Works by order
of an Appropriate Authority provided that the same is not due to any
negligence, omission, default and/or breach of contract by the Contractor
or Sub-Contractor;
19.6(v) industrial action by workmen, strikes, lock-outs or embargoes affecting
any of the trades employed upon the Sub-Contract Works or in the
preparation, manufacture or transportation of materials or goods

required for the Sub-Contract Works and provided the same are not
attributable to any negligence, wilful act or breach of contract by the
Sub-Contractor, or any Person for whose actions the Sub-Contractor is
responsible; and
19.6(w) any other ground for EOT expressly mentioned in the Sub-Contract.
Delay Caused by the Contractor

19.7 19.7(a) If the Sub-Contractor opines that the completion of the Sub-Contract
Works is or will be delayed beyond the Sub-Contract Completion Date
by any negligence, omission, default and/or breach of contract by the
Contractor (“Contractor’s Default”), the Sub-Contractor may apply for
an EOT under this Clause.
the Contractor’s Default, the Sub-Contractor shall give written notice to
the Contractor (with a copy to the CA) indicating his intention to claim
for an EOT and describing the Contractor’s Default giving rise to an
EOT.
19.7(c) Within twenty-one (21) Days of the end of the cause of delay, or within
such other period as may be proposed by the Sub-Contractor and
approved by the Contractor and CA, the Sub-Contractor shall send to
the Contractor (with a copy to the CA) the relevant particulars of the
basis of his claim for EOT together with all necessary calculations and
documents to substantiate his claims.
and CA under Clause 19.7(c), the Sub-Contractor accepts that
the Contractor is not obliged to assess and grant any EOT in
respect of the Sub-Contractor’s application for EOT. In that
event, subject to the Contractor’s review under Clause 19.9,
the Sub-Contractor shall not be entitled to any EOT, and the
non- assessment and non-granting of the EOT due to the Sub-
Contractor’s failure under this Clause shall not be a ground for
challenging the validity of the Certificate of Non-Completion (if
any) issued by the Contractor, or any deduction or claim for
Liquidated Damages made by the Contractor under Clause 15.0.
19.7(e) If the Contractor is of the opinion that the particulars submitted by
the Sub-Contractor pursuant to Clause 19.7(c) are insufficient for his
assessment of the EOT applied, the Contractor shall within fourteen
(14) Days from the date of receipt of Sub-Contractor’s particulars,
inform the Sub-Contractor of any deficiency in his submission and
require the Sub-Contractor to provide such further particulars within
such period of time as may be stated by the Contractor in writing. If the

Sub-Contractor fails to submit the required further particulars within the
time as instructed by the Contractor, the Contractor may proceed to
information which is available to him, and may either reject the Sub-
Contractor’s application or grant an EOT within forty-two (42) Days
from the last date of the period for the provision of further particulars by
the Sub-Contractor.
19.7(f) If the Contractor opines that the Sub-Contractor has submitted sufficient
particulars for his determination, the Contractor shall determine the
Sub-Contractor’s application and shall, not later than forty-two (42)
Days thereof, either reject the Sub-Contractor’s application or grant an
EOT to the Sub-Contractor. The Contractor shall set out the details of
his recommendation.
CA’s Review of EOT after Practical Completion

19.8 19.8(a) Notwithstanding the aforesaid, the Sub-Contractor may, within forty-two
(42) Days after Practical Completion of the Sub-Contract Works submit
to the Contractor (with a copy to the CA) its final application containing
a fully detailed claim for an EOT (including all Time Impact Events which
have been specifically notified by the Contractor under Clause 19.1)
and full supporting particulars of the basis of the EOT claimed.
19.8(b) Within forty-two (42) Days after receiving the Sub-Contractor’s
said final application, the CA shall consider and determine the Sub-
Contractor’s said final application which shall either maintain his
previous recommendation or, increase the EOT previously granted
which he considers as fair and reasonable. The CA shall set out the
reasons for his recommendation.
19.8(c) If the Sub-Contractor fails to submit the final application under Clause
19.8(a), then upon a written request by the Contractor, the CA may
(but is not obliged to) within forty-two (42) Days after the expiry of the
period within which the Sub-Contractor ought to have submitted his final
application, review and recommend further EOT to the Sub-Contractor,
if in his opinion the further EOT is fair and reasonable having regard to
any of the Time Impact Events. In exercising the power to review, the
CA may consider a Time Impact Event which has not been specifically
notified by the Contractor under Clause 19.1.
19.8(d) If the CA determines and recommends a further EOT under 19.8(b) or
19.8(c), and as a consequence, the amount of Liquidated Damages
previously retained by the Contractor is reduced, then the Contractor
shall release the surplus amount to the Sub-Contractor within seven
(7) Days after the Period of Honouring Certificates from the date of the
CA’s recommendation.
19.8(e) In reviewing his EOT determination under Clauses 19.8(b) or 19.8(c),
the CA shall have no power to reduce the EOT previously recommended
by him.

Contractor’s Review of EOT
19.9 Within forty-two (42) Days after receipt of the CA’s decision on his review under
Clause 23.10 of the Main Contract Conditions, the Contractor may review any
previous recommendation by CA under Clauses 19.1, 19.3 and 19.8, and his
decision under Clause 19.7, and inform the Sub-Contractor (with a copy to the
CA) of his review of any EOT. If the Contractor determines and grants further
EOT, and as a consequence, the amount of Liquidated Damages previously
retained by the Contractor is reduced, then the Contractor shall release the
surplus amount to the Sub-Contractor within seven (7) Days after the Period
of Honouring Certificates from the date of the Contractor’s said determination.
No such review of EOT by the Contractor shall result in a decrease in any EOT
previously granted to the Sub-Contractor.
19A.0 EOT PURSUANT TO SECTION 29 OF CIPAA
Application for EOT

19A.1 If the Sub-Contractor is of the opinion that the completion of the Sub-Contract
Works has been delayed by reason of the suspension or reduction of the rate of
progress of performance of the works under Section 29 of CIPAA, the following
provisions shall apply:
19A.1(a) as soon as practicable, but not later than twenty-one (21) Days after the
date of resumption of performance or the rate of progress performance
of the works under Section 29(4)(d) of CIPAA, the Sub-Contractor shall
send to the Contractor (with a copy to the CA) the relevant particulars
of his claim for EOT together with all necessary calculations and
documents to substantiate his claims;
19A.1(b) if the Sub-Contractor fails to submit the required particulars within the
stipulated twenty-one (21) Days under Clause 19A.1(a) or such other
period as approved by the Contractor, the Contractor is not obliged to
assess and grant any EOT in respect of the Sub-Contractor’s application
for EOT. In that event, subject to the Contractor’s review under Clause
19.9, the Sub-Contractor shall not be entitled to any EOT, and the non-
assessment and non-granting of the EOT due to the Sub-Contractor’s
failure under this Clause shall not be a ground for challenging the validity
of the Certificate of Non-Completion (if any) issued by the Contractor, or
any deduction or claim for Liquidated Damages made by the Contractor
under Clause 15.0;
19A.1(c) if the Contractor is of the opinion that the particulars submitted by the
Sub-Contractor pursuant to Clause 19A.1(a) are insufficient for his
assessment of the EOT applied, the Contractor shall within fourteen
(14) Days from the date of receipt of Sub-Contractor’s particulars,
inform the Sub-Contractor of any deficiency in his submission and
require the Sub-Contractor to provide such further particulars within
such period of time as may be stated by the Contractor in writing. If the
Sub-Contractor fails to submit the required further particulars within the

time as instructed by the Contractor, the Contractor may proceed to
information which is available to him, and may either reject the Sub-
Contractor’s application or grant an EOT within forty-two (42) Days
from the last date of the period for the provision of further particulars by
the Sub-Contractor;
19A.1(d) if the Contractor opines that the Sub-Contractor has submitted sufficient
particulars for his determination, the Contractor shall determine the
Sub-Contractor’s application and shall, not later than forty-two (42)
Days thereof, either reject the Sub-Contractor’s application or grant an
EOT to the Sub-Contractor. The Contractor shall set out the details of
his recommendation;
19A.1(e) Clauses 19.2 and 19.5 shall apply to an application for EOT under this
Clause 19A.1.
Adjudication Decision is Set Aside or Superseded by Court or

Arbitration
19A.2 In the event that the Adjudication Decision to which the subject claim made by the
Sub-Contractor relates, is subsequently set aside by the Court or superseded by
a final decision of the Court or arbitration, the Sub-Contractor shall not be entitled
to any such EOT and any EOT previously granted by the Contractor pursuant
to this Clause 19A.1 shall be deemed automatically cancelled. The Contractor
may (but is not obliged to) issue a revised Certificate of Non-Completion, but the
failure of the Contractor to issue a revised Certificate of Non-Completion shall
not affect or invalidate the Contractor’s right to his Liquidated Damages for the
delay from the last date when the Sub-Contractor ought to have completed the
Sub-Contract Works, to the date of Practical Completion.
20.0 LOSS AND/OR EXPENSE CAUSED BY MATTERS AFFECTING

THE REGULAR PROGRESS OF THE SUB-CONTRACT WORKS
Application to Ascertain Loss and/or Expense

20.1 20.1(a) If the regular progress of the Sub-Contract Works or any section of
the Sub-Contract Works has been materially affected by any of the
Time Impact Events expressly referred to in Clause 20.3, and the Sub-
Contractor has incurred direct loss and/or expense which could not be
reimbursed by a payment made under any other provision in the Sub-
Contract, the Sub-Contractor may make a claim for such loss and/or
expenses subject always to the following provisions:
(i) the Sub-Contractor shall within twenty-eight (28) Days from
the start of the occurrence of the matters referred to in Clause
20.3, give a written notice to the Contractor (with a copy to the
CA) of his intention to claim for such direct loss and/or expense
together with an initial estimate of his claim duly supported with
all necessary calculations and particulars; and

(ii) within twenty-eight (28) Days after the matter referred to in
Clause 20.3 has ended, the Sub-Contractor shall send to the
Contractor (with a copy to the CA) relevant particulars of his claim
for his direct loss and/or expense together with all necessary
calculations and particulars to substantiate his claims.
(iii) If the Sub-Contractor fails to submit the required written notice in
Clause 20.1(a)(i) or the particulars in Clause 20.1(a)(ii), or within
such longer period as may be agreed in writing by the Contractor
and CA, it shall be deemed that the Sub-Contractor has waived
his rights under this Sub-Contract and/or the law to any such
direct loss and/or expense.
(iv) If the CA is of the opinion that the particulars submitted by the
Sub-Contractor are insufficient to enable him to decide on the
claim for such direct loss and/or expense, the CA shall within
fourteen (14) Days from the date of receipt of Sub-Contractor’s
particulars, inform the Contractor (with a copy to the Sub-
Contractor) of any deficiency in the submission and require the
Sub-Contractor to provide such further particulars within such
period of time as may be stated by the CA in writing. If the Sub-
Contractor fails to submit the required further particulars within
the time as instructed by the CA, the CA may, with the assistance
from the Consultant, assess and value the Sub-Contractor’s
claim for such direct loss and/or expenses based on whatever
information which is available to them and ascertain the amount
(if any) entitled by the Sub-Contractor within forty-two (42) Days
thereof.
Sub-Contractor to Keep Contemporary Records

20.2 The Sub-Contractor shall keep such contemporary records as may be relevant
to any Claim made under Clause 20 either on the Site or at another location
acceptable to the Contractor and CA. The Sub-Contractor shall permit the
Contractor, CA and Consultant to inspect all these records, and shall (if instructed)
submit copies to the Contractor, CA and Consultant.
Circumstances Materially Affecting Progress of the Works

20.3 The Sub-Contractor is entitled to make a claim for direct loss and/or expense
under Clause 20.1 above if any of the Time Impact Events listed in Clauses
19.6 (d), (e), (f), (g), (h), (i), (j), (k), (m), (p), (q), (r), (s), (t) and (u) has materially
affected the regular progress of the Sub-Contract Works. The Sub-Contractor’s
right to make a claim under Clause 20.1 above is separate and distinct from an
EOT claim under Clause 19.0 above.
Amount Ascertained to be Added to Sub-Contract Sum, and

Included in Certificate
20.4 If the CA is of the opinion that the Contractor and the Sub-Contractor have
fulfilled their obligation in submitting the required notice and sufficient particulars

for his determination, the CA shall determine and ascertain the amount (if any)
of such direct loss and/or expense within forty-two (42) Days of receipt of the
particulars from the Sub-Contractor under Clause 20.1(a)(ii). The CA shall notify
the Contractor (with a copy to the Sub-Contractor) in writing of his determination,
with the reasons for his determination. Any amount so ascertained shall be
added to the Sub-Contract Sum, and if an Interim Certificate is issued after the
date of ascertainment, such amount shall be included in the certificate.
Loss and/or Expense Arising from Contractor’s Default

20.5 20.5(a) Where the regular progress of the Sub-Contract Works has been
materially affected by any negligence, omission, default and/or breach
of contract by the Contractor (“Contractor’s Default”), and the Sub-
Contractor has incurred direct loss and/or expense, the Sub-Contractor
shall be entitled to recover such direct loss and/or expense from the
Contractor as a debt under this Clause.
the Contractor’s Default, the Sub-Contractor shall give written notice to
the Contractor:
(i) indicating his intention to claim for such direct loss and/or expense
(ii) describing the Contractor’s Default giving rise to his claim.
20.5(c) Within twenty-one (21) Days of the Sub-Contractor giving written
notice under Clause 20.5(b), or within such other period as may be
proposed by the Sub-Contractor and approved by the Contractor, the
Sub-Contractor shall send to the Contractor the relevant particulars
of his claim for such direct loss and/or expense together with all
necessary calculations and particulars to substantiate his claim.
under Clause 20.5(c), then it shall be deemed that the Sub-
Contractor has waived his rights under this Sub-Contract and/or
the law to any such direct loss and/or expense.
20.5(e) If the Contractor is of the opinion that the particulars submitted by
the Sub-Contractor pursuant to Clause 20.5(c) are insufficient for his
assessment of the direct loss and/or expense claimed, the Contractor
shall within fourteen (14) Days from the date of receipt of Sub-
Contractor’s particulars, inform the Sub-Contractor of any deficiency
in his submission and require the Sub-Contractor to provide such
further particulars within such period of time as may be stated by the
Contractor in writing. If the Sub-Contractor fails to submit the required
further particulars within the time as instructed by the Contractor, the

Contractor may proceed to determine the Sub-Contractor’s claim based
on whatever information which is available to him.
20.5(f) If the Contractor opines that the Sub-Contractor has submitted sufficient
particulars for his determination, the Contractor shall determine the Sub-
Contractor’s application and shall, not later than forty-two (42) Days
thereof, either reject the Sub-Contractor’s application or ascertain any
amount entitled by the Sub-Contractor for his claim. The Contractor shall
set out the details of his recommendation. If any amount is ascertained
to be due to the Sub-Contractor, the Contractor shall pay to the Sub-
Contractor such amount ascertained within seven (7) Days after the
Period of Honouring Certificates.
Loss and/or Expense Arising from Sub-Contractor’s Default

20.6 20.6(a) Where the regular progress of the Main Contract Works has been
materially affected by any negligence, omission, default and/or breach
of contract by the Sub-Contractor (“Sub-Contractor’s Default”), and the
Contractor has incurred direct loss and/or expense, the Contractor shall
be entitled to recover such direct loss and/or expense from the Sub-
Contractor as a debt under this Clause.
the Contractor became aware, or should have become aware of the
Sub-Contractor’s Default, the Contractor shall give written notice to the
Sub-Contractor:
(i) indicating his intention to claim for such direct loss and/or expense
(ii) describing the Sub-Contractor’s Default giving rise to his claim.
20.6(c) Within twenty-one (21) Days of the Contractor giving written notice
under Clause 20.6(b), or within such other period as may be proposed
by the Contractor and approved by the Sub-Contractor, the Contractor
shall send to the Sub-Contractor:
(i) the amount claimed; and
(ii) the relevant particulars of his claim for such direct loss and/ or
expense together with all necessary calculations and particulars
to substantiate his claim.
20.6(d) If the Contractor either fails to:
(ii) submit the required particulars within the stipulated twenty-
one (21) Days or such other period as approved by the Sub-
Contractor under Clause 20.6(c), then it shall be deemed that the
Contractor has waived his rights under this Sub-Contract and/or
the law to any such loss and/or expense.
20.6(e) If the Sub-Contractor after receipt of the written notice from the
Contractor disputes the amount claimed by the Contractor, then the

Sub-Contractor may within twenty-one (21) Days of receipt of such
written notice, send to the Contractor a written statement setting out
the reasons and particulars for such disagreement. If the parties are
unable to agree on the amount claimed by the Contractor within a
further twenty-one (21) Days after the receipt of the Sub-Contractor’s
response, the Parties may refer the dispute to arbitration in accordance
with Clause 25.0.
Claims under Clauses 20.5 and 20.6 Not to Be Included in Final

Account
20.7 Any claims for loss and/or expense under Clauses 20.5 and 20.6 are matters
to be resolved between the Parties, and the amount shall not be included in the
Final Account.
20A.0 LOSS AND/OR EXPENSE INCURRED PURSUANT TO

SECTION 29 OF CIPAA
Application for Loss and/or Expense

20A.1 If the Sub-Contractor has incurred loss and/or expense through exercising his
right to suspend or reduce the rate of progress of performance of the works under
Section 29 of CIPAA, the Sub-Contractor may make a claim for such loss and/or
expenses. The following provisions shall apply:
20A.1(a) the Sub-Contractor shall, within as soon as practicable but not later than
twenty-eight (28) Days after the date of resumption of performance or
the rate of progress of performance of the works under Section 29(4)
(d) of CIPAA, send to the Contractor (with a copy to the CA) relevant
particulars of his claim for his loss and/or expense together with all
necessary calculations and particulars to substantiate his claims;
20A.1(b) if the Sub-Contractor fails to submit the required particulars in Clause
20A.1(a), or within such longer period as may be agreed in writing by
the Contractor and CA, it shall be deemed that the Sub-Contractor has
waived his rights under this Sub-Contract and/or the law to any such
loss and/or expense;
20A.1(c) if the CA is of the opinion that the particulars submitted by the Sub-
Contractor are insufficient to enable him to decide on the claim for such
loss and/or expense, the CA shall within fourteen (14) Days from the
date of receipt of Sub-Contractor’s particulars, notify the Contractor
in writing (with a copy to the Sub-Contractor) of any deficiency in his
submission and require the Sub-Contractor to provide such further
particulars within such period of time as may be stated by the CA
in writing. If the Sub-Contractor fails to submit the required further
particulars within the time as instructed by the CA, the CA may, with
the assistance from the Consultant, value the Sub-Contractor’s claim
for such loss and/or expenses based on whatever information which

is available to them and ascertain the amount (if any) entitled by
the Sub-Contractor within forty-two (42) Days thereof. The CA shall
notify the Contractor in writing (with a copy to the Sub-Contractor) his
determination, with the details of his determination.
Contemporary Records
20A.2 Clause 20.2 shall apply for any claim made by the Sub-Contractor under Clause
20A.1(a).
Ascertainment of Loss and/or Expense

20A.3 If the CA is of the opinion that the Sub-Contractor has submitted sufficient
particulars for his determination, the CA shall determine and ascertain the
amount (if any) of such loss and/or expense within forty-two (42) Days of
receipt of the particulars from the Sub-Contractor under Clause 20A.1(a). The
CA shall notify the Contractor in writing (with a copy to the Sub-Contractor) his
determination, with the details of his determination. Any amount so ascertained
shall be added to the Sub-Contract Sum, and if an Interim Certificate is
issued after the date of ascertainment, such amount shall be included in the
certificate.
Adjudication Decision Is Set Aside or Superseded by Court or

Arbitration
20A.4 In the event that the Adjudication Decision to which the subject claim made by the
Sub-Contractor relates, is subsequently set aside by the Court or superseded by
a final decision of the Court or arbitration, the Sub-Contractor shall not be entitled
to any such loss and/or expense and the Contractor shall be entitled to recover
from the Sub-Contractor any amount of such loss and/or expense paid by the
Contractor as a debt, or by deducting from any monies due or to become due to
the Sub-Contractor under this Sub-Contract, or recover from the Performance
Bond provided under Clause 28.5.
21.0 DETERMINATION BY CONTRACTOR
Defaults by Sub-Contractor
21.1 The Contractor may determine the employment of the Sub-Contractor under the
Sub-Contract if the Sub-Contractor makes default in one or more of the following
instances
21.1(a) fails to commence the Sub-Contract Works for more than fourteen
(14) Days from the Sub-Contract Date of Commencement or any other
extended date allowed in accordance with the relevant provisions of the
Sub-Contract;
21.2(b) wholly or substantially suspends the carrying out of the Sub-Contract
Works before Practical Completion;

21.1(c) fails to proceed with the design (to the extent required by the Sub-
Contract) and/or fails to proceed regularly and/or diligently with the
Sub-Contract Works;
21.1(d) persistently refuses or neglects fails to comply with a CA’s Instruction
which the CA is empowered to give under the Contract;
21.1(e) fails to comply with in breach of the provisions in Clause 16.0; or
21.1(f) abandons the Sub-Contract Works or otherwise plainly demonstrates
the intention not to continue with the performance of his obligations
Determination of Employment of Sub-Contractor

21.2 21.2(a) Upon occurrence of any default under Clause 21.1, and if the Contractor
decides to determine the Sub-Contractor’s employment, the Contractor
shall send to the CA (with a copy to the Sub-Contractor) a written
report stating the Sub-Contractor’s default. The CA may request the
Sub-Contractor to respond to the Contractor’s report before he decides
whether or not to give his written consent for the Contractor to determine
the employment of the Sub-Contractor.
21.2(b) If the CA gives his written consent, the Contractor shall give to the
Sub-Contractor a written notice delivered by hand or by registered post
specifying the default.
21.2(c) If the Sub-Contractor continues with such default for fourteen (14)
Days from the receipt of the Notice of Default, then the Contractor may,
within ten (10) Days from the expiry of the said fourteen (14) Days,
by a further written notice delivered by hand or by registered post,
forthwith determine the employment of the Sub-Contractor under the
Sub-Contract (“Notice of Determination”).
Sub-Contractor Becoming Insolvent, etc

21.3 If the Sub-Contractor:
21.3(a) has committed an act of bankruptcy or becomes bankrupt or insolvent
or makes a composition with creditors; or
21.3(b) being a company, any winding up order of any kind is made; or
21.3(c) having a receiver or manager or judicial manager of the Sub-Contractor’s
undertaking duly appointed; or
21.3(d) having possession taken or execution levied by creditors or debenture
holders or under a floating charge;
then the employment of the Sub-Contractor under this Sub-Contract shall be
forthwith automatically determined.
Bribery or Corrupt Practices

21.4 If the Contractor determines, based on reasonable evidence, that the Sub-
Contractor has given or offered to give (directly or indirectly) to any Party or Person

any bribe, gift, gratuity, commission or other thing of value, as an inducement or
reward:
21.4(a) for doing or forbearing to do any action in relation to the Sub-Contract;
or
21.4(b) for showing or forbearing to show favour or disfavour to any Person
in relation to the Sub-Contract, or that any of the Sub-Contractor’s
personnel, servants, agents or workmen has given or offered to give
any such inducement or reward as aforesaid described, then the
Contractor shall send to the CA (with a copy to the Sub-Contractor)
a written report stating the Sub-Contractor’s said bribery or corrupt
practice. The CA may request the Sub-Contractor to respond to the
Contractor’s report before he decides whether or not to give his written
consent for the Contractor to determine the employment of the Sub-
Contractor. If the CA gives his written consent, then the Contractor
may by a written notice delivered by hand or by registered post,
forthwith determine the employment of the Sub-Contractor under
the Sub-Contract. However, the Contractor shall not be entitled to
determine the Sub-Contractor’s employment under this Clause if the
inducements and rewards are lawful. The burden of showing that any
inducements or rewards offered or provided are lawful rests with the
Sub-Contractor.
Rights and Duties of Contractor and Sub-Contractor on

Determination of Employment of Sub-Contractor
21.5 In the event that the employment of the Sub-Contractor is determined under
Clauses 21.2, 21.3 or 21.4, the following shall be the respective rights and duties
of the Contractor and the Sub-Contractor:
21.5(a) irrespective of the validity or legality of the determination of the Sub-
Contractor’s employment, the Sub-Contractor shall, not later than
fourteen (14) Days thereof, vacate the Site;
21.5(b) the CA, with the approval of the Employer, shall nominate a Person as
the new Sub-Contractor, or the Employer may employ and pay other
Persons to carry out and complete the Sub-Contract Works and to
make good any defects. Such Person may enter upon the Sub-Contract
Works and use and may take possession of all temporary buildings,
plant, tools, equipment, unfixed materials and goods that belong to the
Sub-Contractor intended for, delivered to and placed on or adjacent to
the Site, other than those which the CA specifically instructs in writing
to be removed by the Sub-Contractor. The Employer may purchase
all materials and goods necessary for the carrying out and completion
of the Sub-Contract Works; if so required by the Contractor, the Sub-
Contractor shall within fourteen (14) Days of the date of determination,
assign to the Contractor the benefit of any agreement for the continuation
of the hire of any plant and equipment already on the Site. In this regard,
the Sub-Contractor shall, before entering into such agreement, ensure
that such agreement is assignable;

21.5(c) if so required by the Contractor, the Sub-Contractor shall within fourteen
(14) Days of the date of determination, and without any charge, assign
to the Contractor the benefit of any agreement for the continuation of
the hire of any plant and equipment on site, for the supply of materials
or goods and/or for the execution of any work for the purposes of this
Sub-Contract. In this regard, the Sub-Contractor shall, before entering
into such agreement, ensure that such agreement is assignable;
21.5(d) when instructed in writing by the Contractor to do so (but not before),
the Sub-Contractor shall remove, at his own risk and cost, from the
Site any temporary buildings, plants, tools, equipment, materials or
goods belonging to or hired by him. After fourteen (14) Days from
the date of receipt of such instruction and the Sub-Contractor has
failed, neglected or refused to comply with the instruction, then the
Contractor may without liability remove and sell any such property
belonging to the Sub-Contractor (except those that are on hire) and
hold the proceeds less all costs incurred to the credit of the Sub-
Contractor;
21.5(e) the Sub-Contractor shall submit to the Contractor or CA all plans,
drawings, designs, specification, manuals, records, reports, documents,
latest as-built drawing (if any), and any other information as the
Contractor or CA may require in relation to the Sub-Contract Works as at
the date of the determination at no cost and expense to the Contractor;
and
21.5(f) the Sub-Contractor shall allow or pay to the Contractor all additional
costs incurred to complete the Sub-Contract Works including all losses
and/or expenses suffered by the Contractor. Save for any outstanding
payments which have been certified and are due for payment under
the Sub-Contract prior to the date of determination (after taking into
account any set-off and/or deductions to which the Contractor is
entitled under the Sub-Contract), the Parties agree that the Contractor
shall not be bound by any provision in the Sub-Contract to make any
other or further payment to the Sub-Contractor when the employment
of the Sub-Contract was determined until after the completion of the
balance of the Sub-Contract Works. Upon completion of the balance
of the Sub-Contract Works, an account taking into consideration the
value of works carried out, and goods and materials supplied by the
Sub-Contractor, and all cost, damages, loss and/or expenses incurred
or suffered by the Contractor in completing the Sub-Contract Works
shall be incorporated in final cost account prepared in accordance
with Clause 21.7.
Site Inspection and Records of Works

21.6 21.6(a) The CA shall within fourteen (14) Days of the determination of the Sub-
Contractor’s employment, give a written notice to the Contractor and
the Sub-Contractor of the date and time of inspection on Site to jointly
record the extent of the Sub-Contract Works executed and the materials
and goods delivered to the Site. The Contractor and Sub-Contractor

shall provide all necessary assistance to the CA and Consultant to
perform their task.
21.6(b) If the Sub-Contractor fails to attend the site inspection at the appointed
time and date, or the Sub-Contractor refuses or fails to cooperate with
the CA, Consultant or Contractor for the purposes of conducting the
site inspection, the CA, Consultant and Contractor shall nevertheless
proceed to carry out the inspection on Site to record the extent of the
Sub-Contract Works executed and the materials and goods delivered
to the Site by the Sub-Contractor.
21.6(c) Within twenty-eight (28) Days of the completion of the site inspection
under Clauses 21.6(a) or 21.6(b), the CA and the Consultant shall
complete the record and forward a copy thereof to the Contractor and
Sub-Contractor.
Settlement of Account Upon Determination

21.7 21.7(a) The CA shall within six (6) Months from the date of completion of the
balance of the Sub-Contract Works submit to the Contractor and Sub-
Contractor for their agreement, a final cost account for the total cost
incurred by the Sub-Contractor in respect of the execution of the Sub-
Contract Works prior to the determination, Liquidated Damages and all
loss and expense suffered by the Contractor.
21.7(b) If the Parties agree with the final cost account presented by the CA,
then the final cost account shall become final and conclusive and the
following provisions shall apply:
(i) if the amount in the final cost account entitled to by the Contractor
exceeds the total amount which would have been payable to
the Sub-Contractor on completion in accordance with the Sub-
Contract, the difference shall be a debt payable to the Contractor
by the Sub-Contractor;
(ii) if, on the other hand, the amount in the final cost account entitled
to by the Contractor is less than the said total amount payable to
the Sub-Contractor, the difference shall be paid by the Contractor
to the Sub-Contractor within seven (7) Days after the Period
of Honouring Certificates, commencing from the date of the
agreement of the Parties with regard to the final cost account.
21.7(c) If either Party has any dispute on any item or amount in the final cost
account, then the following provisions shall apply:
(i) the Party disputing the final cost account shall by written notice to
the other Party (with a copy to the CA) set out any disagreement
thereof complete with particulars within one (1) Month of the date
of receipt of the final cost account from the CA;
(ii) within one (1) Month from the date of receipt of the notice of
dispute, the CA shall decide either to amend or not to amend
the final cost account, and provide reasons for his decision. The
CA may also request any necessary further particulars, but shall

nevertheless give his decision within the stipulated one (1) Month
period (unless such period is extended by mutual agreement of
the Parties);
(iii) any Party disagreeing with the CA’s decision under Clause 21.7(c)
(ii) shall refer the dispute to arbitration under Clause 25.0.’’
Contractor’s Other Rights and Remedies Not Prejudiced

21.8 The provisions of Clause 21.0 are without prejudice to any other rights and/or
remedies which the Contractor may possess under the Sub-Contract and/or the
law.
22.0 DETERMINATION BY SUB-CONTRACTOR
Defaults by Contractor
22.1 The Sub-Contractor may determine his own employment if:
22.1(a) the Contractor refuses or fails to pay the Sub-Contractor the amount
due on any certificate (less any deduction, set off and/or Liquidated
Damages to which the Contractor is entitled to make under these
Conditions), within seven (7) Days after the Period of Honouring
Certificates;
22.1(b) without reasonable cause, the Contractor wholly or substantially
suspends the carrying out of the Main Contract Works;
22.1(c) without reasonable cause, the Contractor fails to proceed with the Main
Contract Works with due diligence so that the reasonable progress of
the Sub-Contract Works is seriously affected.
Determination of Own Employment

22.2 Upon occurrence of any default under Clause 22.1, and if the Sub-Contractor
decides to determine his own employment, then the Sub-Contractor shall give to
the Contractor (with a copy to the CA) a written notice delivered by hand or by
registered post specifying the Contractor’s default. If the Contractor shall continue
with such default for fourteen (14) Days from the receipt of such written notice,
then the Sub-Contractor may, within ten (10) Days from the expiry of the said
fourteen (14) Days, by a further written notice delivered by hand or by registered
post, forthwith determine his own employment under the Sub-Contract.
Contractor Becoming Insolvent, etc.

22.3 If the Contractor:
22.3(a) has committed an act of bankruptcy or becomes bankrupt or insolvent
or makes a composition with creditors; or
22.3(b) if, being a company, any winding up order of any kind is made; or

22.3(c) a receiver or manage or judicial manager of the Employer’s undertaking
or assets is appointed, or possession taken or execution levied by
creditors or debenture holders or under a floating charge;
then the employment of the Sub-Contractor under this Sub-Contract shall be
forthwith automatically determined.
Rights and Duties of Contractor and Sub-Contractor Upon

Determination
22.4 Upon such determination under Clause 22.2 or 22.3, the following shall be the
respective rights and duties of the Contractor and Sub-Contractor:
22.4(a) the Sub-Contractor shall within fourteen (14) Days or within such longer
period as may be agreed in writing by the Contractor, remove from the
Site all his temporary buildings, plant, tools, equipment, materials and
goods. The Sub-Contractor shall be paid the cost of de-mobilisation;
22.4(b) the Sub-Contractor shall, within fourteen (14) Days or within such longer
period as may be agreed in writing by the Contractor, vacate the Site
and surrender possession of the Site to the Employer;
22.4(c) if so required by the Contractor, the Sub-Contractor shall, within fourteen
(14) Days of the date of determination, assign to the Contractor the
benefit of any agreement for the continuation of the hire of any plant
and equipment on Site, for the supply of materials or goods and/or for
the execution of any work for the purposes of this Sub-Contract. In this
regard, the Sub-Contractor shall, before entering into such agreement,
ensure that such agreement is assignable;
22.4(d) the Sub-Contractor shall submit to the Contractor or CA all plans,
drawings, designs, specification, manuals, records, reports, documents,
latest as-built drawing (if any), and any other information as the
Contractor or CA may require in relation to the Sub-Contract Works as
at the date of the determination; and
22.4(e) the Contractor shall allow or pay to the Sub-Contractor the total value of
work properly executed and the value of materials and goods supplied
including any loss and/or expense suffered by the Sub-Contractor
arising from and/or caused by such determination.
Site Inspection and Records of Works

22.5 22.5(a) Within fourteen (14) Days of the determination of his own employment,
the Contractor and Sub-Contractor shall give a written notice to the
CA, or the CA may give notice fixing the time and date of inspection
on Site to jointly record the extent of the Sub-Contract Works executed
and the materials and goods delivered to the Site. The Contractor and
Sub-Contractor shall provide all necessary assistance to the CA and
Consultant to perform their task.
22.5(b) If the Sub-Contractor fails to give a notice under Clause 22.5(a) within
the stipulated time, or fails to attend the site inspection at the time and
date as instructed by the CA, or the Sub-Contractor or the Contractor

refuses or fails to cooperate with the CA and/or the Consultant for the
purposes of conducting the site inspection, the CA and the Consultant
shall nevertheless proceed to carry out the inspection on Site to record
the extent of the Sub-Contract Works executed and the materials and
goods delivered to the Site by the Sub-Contractor.
22.5(c) Within twenty-eight (28) Days of the completion of the site inspection
under Clauses 22.5(a) or 22.5(b), the CA and the Consultant shall
complete the record and forward a copy thereof to the Contractor and
the Sub-Contractor.
Settlement of Account Upon Determination

22.6 22.6(a) The Sub-Contractor shall within six (6) Months after the determination
of his own employment, submit to the Contractor and CA his final
claim containing the total value of work properly executed, the value of
materials and goods supplied and loss and/or expense suffered by the
Sub-Contractor caused by such determination. Within three (3) Months
after receiving the said final claim from the Sub-Contractor, the CA shall
assess and prepare a final cost account taking into account the final
claim submitted by the Sub-Contractor and all deductions, set off and
Liquidated Damages (if any) which the Contractor is expressly entitled
22.6(b) If the Parties agree with the final cost account presented by the CA,
then the final cost account shall become conclusive and the following
provisions shall apply:
(i) if the amount in the final cost account entitled to by the Sub-
Contractor exceeds the sums paid to the Sub-Contractor (less
any deductions, set off and Liquidated Damages which the
Contractor is expressly entitled under the Sub-Contract), the
balance shall be a debt payable to the Sub-Contractor by the
Contractor within seven (7) Days after the Period of Honouring
Certificates, commencing from the date of the agreement of the
Parties with regard to the final cost account;
(ii) if, on the other hand, the amount in the final cost account entitled
by the Sub-Contractor is less than the said total amount payable
to the Sub-Contractor, the difference shall be a debt payable to
the Contractor by the Sub-Contractor.
22.6(c) If either Party has any dispute on any item or amount in the final cost
account, then the following provisions shall apply:
(i) the Party disputing the final cost account shall by written notice to
the other Party (with a copy to the CA) set out any disagreement
thereof complete with particulars within one (1) Month of the date
of receipt of the final cost account from the CA;
(ii) within one (1) Month from the date of receipt of the notice of
the final account, and provide reasons for his decision. The CA
may also request any necessary further particulars, but shall

nevertheless give his decision within the stipulated one (1) Month
period;
(iii) any Party disagreeing with the CA’s decision under Clause
22.6(c)(ii) shall refer the dispute to arbitration under Clause 25.0.
Sub-Contractor’s Other Rights and Remedies Not Prejudiced

22.7 The provisions of Clause 22.0 are without prejudice to any other rights and/or
remedies which the Sub-Contractor may possess under the Sub-Contract and/or
the law.
23.0 DETERMINATION OF CONTRACTOR’S EMPLOYMENT BY

EMPLOYER
Defaults by Sub-Contractor
23.1 If the employment of the Contractor is determined by the Employer under Clause
25.0 of the Main Contract Conditions, then unless the Employer requires the
benefit of this Sub-Contract to be assigned to the Employer under Clause 25.5(b)
of the Main Contract Conditions, the employment of the Sub-Contractor under
the Sub-Contract shall be automatically determined after the expiry of fourteen
(14) Days after the determination of the employment of the Contractor. The
Sub-Contractor shall extend all necessary co-operation and information to the
Contractor, CA and Consultant for the purposes of determining the extent of
works executed by the Sub-Contractor up to the date of determination of the
Contractor’s employment, and the preparation of the final account thereof as
required under Clauses 25.6 and 25.7 of the Main Contract Conditions.
Determination by Contractor of his Own Employment

23.2 If the Contractor determines his own employment under Clause 26.0 of the Main
Contract Conditions, then unless the Employer requires the benefit of this Sub-
Contract to be assigned to the Employer under Clause 26.4(c) of the Main Contract
Conditions, the employment of the Sub-Contractor under the Sub-Contract shall
be automatically determined after the expiry of fourteen (14) Days after the
determination of the employment of the Contractor. The Sub-Contractor shall
supply all necessary information to the Contractor in order that the Contractor
can include a record of works executed by the Sub-Contractor to be followed by
a final account to be submitted to the Employer and the CA as required under
Clause 26.6 of the Main Contract Conditions.
24.0 PAYMENT AND FINAL ACCOUNT
Submission of Payment Application

24.1 24.1(a) The Sub-Contractor shall submit a payment application at the Interim
Claim Interval stated in the Appendix with complete details and

particulars to the Contractor to enable the Contractor to consider and
ascertain the amount to be included in his payment application under
the Main Contract.
24.1(b) Any failure by the Sub-Contractor to submit a payment application
under this Clause shall be deemed to be a waiver of his contractual
entitlement for that interim payment.
Amount Claimed in Payment Application

24.2 24.2(a) The amount claimed in the Sub-Contractor’s payment application
shall, subject to any agreement between the Parties as to stage
payments, be for the total value of the work properly executed
and which shall include the percentage of the value of any unfixed
materials and goods materials and goods delivered to or adjacent to
the Sub-Contract Works which are intended for incorporation into the
Sub-Contract Works according to the terms of the Sub-Contract as
stated in the Appendix up to the date of the Sub-Contractor’s payment
application.
24.2(b) The materials and goods must be for incorporation into the permanent
works and have been delivered to and properly stored at the Site and
be protected against loss, damage or deterioration, and they must
be in accordance with the Sub-Contract. The payment application
shall only include the value of the said materials and goods which
are reasonably, properly and not prematurely brought to or placed
adjacent to the Site.
Payment and Set-Off

24.3 When issuing any payment certificates under Clause 30.1 of the Main Contract
Conditions, the CA shall also indicate separately any amount due to the Sub-
Contractor under the Sub-Contract. The payment by the Contractor to the Sub-
Contractor shall be within seven (7) Days after the Period of Honouring Certificates
(the “Payment Period”), less any Retention Fund which may be retained by the
Employer in accordance with the Main Contract Conditions, and less the amount
previously certified under the Sub-Contract Conditions. The Payment Period
shall commence as follows:
24.3(a) If the Sub-Contractor is a taxable person under the relevant applicable
tax legislation currently in force, from the date of presentation of such
certificate together with a tax invoice which is issued in accordance with
the said legislation; or
24.3(b) If the Sub-Contractor is not a taxable person under the relevant
applicable tax legislation currently in force, from the date of issuance of
such certificate.
For the avoidance of doubt, the submission of the tax invoice under the relevant
tax legislation currently in force shall be a condition precedent to payment under
this Clause, provided that the Sub-Contractor is a taxable person under the tax
legislation.

Retention Fund and Release Thereof
24.4 24.4(a) The Contractor is entitled to retain the percentage of the total value
of the work, materials and goods referred to in Clause 24.2 which is
stated in the Appendix as Percentage of Certified Value Retained.
When the sum of the amounts so retained equals the amount stated in
the Appendix as Limit of Retention Fund, then no further amounts shall
be retained by virtue of this Clause.
24.4(b) Pursuant to Clause 30.6(e) of the Main Contract Conditions, the CA
shall within fourteen (14) Days after the issuance of the Certificate of
Practical Completion of Main Contract Works, issue a certificate for the
release of one half of the Contractor’s Retention Fund to the Contractor
under the Main Contract, and the Contractor shall thereafter within
seven (7) Days after the Period of Honouring Certificates, release the
first half of the Sub-Contractor’s Retention Fund to the Sub-Contractor.
24.4(c) Pursuant to Clause 30.6(f) of the Main Contract Conditions, the CA
shall within fourteen (14) Days after the issuance of the Certificate of
Making Good Defects under the Main Contract, issue a certificate for
the release of residue amount of the Contractor’s Retention Fund to the
Contractor under the Main Contract, and the Contractor shall thereafter
within seven (7) Days after the Period of Honouring Certificates, release
the residue amount of the Sub-Contractor’s Retention Fund to the Sub-
Contractor.
24.4(d) The condition precedent to payment provided in Clause 24.3 shall also
apply for the purposes of payment under Clause 24.4(b) and Clause
24.4(c).
Direct Payment to Sub-Contractor by Employer

24.5 The Contractor shall provide the CA within fourteen (14) Days of the CA’s
request, reasonable proof that all amounts stated as due and included in the
previous payment certificates to the Sub-Contractor have been discharged. If the
Contractor fails to discharge his payment obligations, the Sub-Contractor may
make a written request to the CA to issue a certificate pursuant to Clause 27.6
of the Main Contract Conditions. If the CA is satisfied that the Contractor has
failed to provide reasonable proof that all amounts stated as due to the Sub-
Contractor have been paid, the CA may issue a certificate to that effect. Where
the CA has so certified, the Employer may pay such amounts directly to the Sub-
Contractor pursuant to Clause 27.6(c) of the Main Contract Conditions, subject
to the necessary Tax Invoice under the relevant applicable tax legislation having
been issued by the Sub-Contractor to the Employer (if applicable). The Sub-
Contractor accepts that such direct payment made by the Employer shall not
create a privity of contract between the Employer and the Sub-Contractor.
Final Account
24.6 24.6(a) Within three (3) Months after Practical Completion of the Sub-Contract
Works, the Sub-Contractor shall submit to the Contractor with copies
to the CA and Consultant, all documents necessary for preparing the

Final Account. Such documents shall contain all the latest construction
drawings and details (bound together), details of all quantities, operation
manuals, rates and prices and any adjustment of the Sub-Contract
Sum and any additional payment or compensation claimed by the
Sub-Contractor under the Sub-Contract together with any explanation
and supporting vouchers, documents and calculations, which may be
necessary to enable the Final Account to be prepared by the CA.
24.6(b) If the CA is of the opinion that the documents and particulars submitted
by the Sub-Contractor pursuant to Clause 24.6(a) are insufficient
for his evaluation and preparation of the Final Account, the CA shall
within thirty (30) Days from the date of receipt of the Sub-Contractor’s
said documents and particulars, notify the Contractor and the Sub-
Contractor of any deficiency or insufficiency in the Sub-Contractor’s
submission and require such further documents and particulars within
thirty (30) Days thereof or such further time as may be stated by the
CA in writing.
24.6(c) In the event the Sub-Contractor fails to submit the requested documents
and particulars under Clause 24.6(b), the CA shall nevertheless
complete and issue the Final Account based on the information available
to him within the period to complete the Final Account as stated in the
Appendix.
24.6(d) On completion of the Final Account, the CA shall then send a copy of
the document to the Contractor and Sub-Contractor.
24.6(e) If the Parties agree with the Final Account presented by the CA, then
the Final Account shall become conclusive (other than any outstanding
items to be resolved separately between the Contractor and the Sub-
Contractor under Clause 24.7(b)) except where the Final Account is
erroneous by reason of:
(i) fraud, dishonesty or fraudulent concealment relating to the Sub-
Contract Works; or
(ii) any arithmetical errors in any computation.
24.6(f) If either Party disputes the Final Account, then the following provisions
shall apply:
(i) the party disputing the final account shall by written notice to the
other Party (with a copy to the CA) set out any disagreement
thereof complete with particulars within thirty (30) Days of the
date of receipt of the Final Account from the CA;
(ii) within thirty (30) Days from the date of receipt of the notice of
the Final Account, and provide reasons for his decision. The CA
may also request any necessary further particulars, but shall
nevertheless give his decision within the stipulated thirty (30)
Days period;
(iii) if the Parties agree with the CA’s decision under Clause 24.6(f)
(ii) then the Final Account or amended Final Account (as the case

may be) shall become conclusive within the meaning of Clause
24.6(e);
(iv) any Party disagreeing with the CA’s decision under Clause
24.6(f)(ii) shall refer the dispute to arbitration under Clause 25.0.
Items in Final Account

24.7 24.7(a) The Final Account of the Sub-Contract Works shall include:
(i) any adjustment made to the Sub-Contract Sum;
(ii) the amounts to which the CA considers that the Sub-Contractor
is entitled under the express provisions of the Sub-Contract;
(iii) the omission of all P.C. Sums and the related profit provided
by the Sub-Contractor in the Sub-Contract Documents and
the substitution of the amounts payable to the Sub-Contractor
together with the pro-rata amount for profit; and
(iv) the adjustment of Provisional Sums and omission of any
Provisional Sums if not expended.
24.7(b) The following items shall not be included in the Final Account and are
matters to be resolved separately between the Contractor and Sub-
Contractor.
(i) Liquidated Damages (if any) imposed by the Contractor under
Clause 15.0;
(ii) such remedial cost and/or loss and expense under Clauses 13.7,
13.8, 20.5 and 20.6;
(iii) any other claims, set-off or deductions by the Contractor under
the Sub-Contract.
Early Final Payment to Sub-Contractor

24.8 If on completion of the Final Account, the CA wishes to certify the final payment to
the Sub-Contractor before the issuance of the Final Certificate to the Contractor
under the Main Contract Conditions, the Sub-Contractor shall provide an
indemnity acceptable to the Contractor against all of his liabilities under the
Sub-Contract, and provided always that all As-Built Drawings and/or operation
and maintenance manuals as specified in the Sub-Contract and any warranties
required to be provided under the Sub-Contract had been submitted, the CA
shall then in accordance with and subject to the provision of Clause 27.7 of the
Main Contract Conditions, issue a certificate to the Contractor which includes
an amount to cover such final payment to the Sub-Contractor. The Contractor
shall pay to the Sub-Contractor the amount so certified taking into consideration
any outstanding claims between the Contractor and the Sub-Contractor under
Clause 24.7. The payment shall be made within seven (7) Days after the Period
of Honouring Certificates. For the avoidance of doubt, the condition precedent to
payment provided in Clause 24.3 shall also apply for the purposes of payment
under this Clause.

Final Payment and Final Certificate Not Conclusive
24.9 The final payment under Clause 24.8 or the issuance of the Final Certificate
under the Main Contract Conditions shall not be conclusive evidence that any
work, materials or goods to which it relates and/or designs executed or supplied
by the Sub-Contractor are in accordance with the Sub-Contract.
Suspension of Sub-Contract Works for Non-Payment

24.10 24.10(a) Without prejudice to the Sub-Contractor’s right to determine his own
employment under Clause 22.0, if the Contractor fails or neglects to pay
the Sub-Contractor the amount due as shown in the payment certificate
(less any Liquidated Damages and other sums which the Contractor is
expressly entitled to deduct from the payment due under the payment
certificate under the Sub-Contract) and such default shall continue
for fourteen (14) Days from the receipt of a written notice delivered
by hand or by registered post from the Sub-Contractor stating that if
payment is not made within the fourteen (14) Days, the Sub-Contractor
may by a further written notice delivered by hand or by registered post,
forthwith suspend the execution of the Sub-Contract Works until such
time payment is made.
24.10(b) For the avoidance of doubt, the Sub-Contractor in exercising his right to
suspend under Clause 24.10(a):
(i) is not treated to be in breach of contract; and
(ii) is entitled to a reasonable EOT under Clause 19.7 and/or any
loss and/or expense incurred under Clause 20.5 as a result of
the suspension.
24.10(c) The Sub-Contractor shall as soon as practicable, but not later than
fourteen (14) Days after having been paid the said amount due, resume
performance of the Sub-Contract Works in accordance with the Sub-
Contract.
Suspension of Main Contract Works by the Contractor under

the Main Contract
24.11 Where under the Main Contract or under Section 29 of CIPAA, the Contractor
exercises his right to suspend performance of his obligations, the Contractor
shall notify the Sub-Contractor in writing and may direct the Sub-Contractor to
suspend performance of the Sub-Contract Works. The Sub-Contractor shall be
entitled to an appropriate extension of time under Clause 19.0 and loss and/or
expense under Clause 20.0.
24A.0 DIRECT PAYMENT UNDER SECTION 30 OF CIPAA
Direct Payment Pursuant to Section 30(3) of CIPAA

24A.1 In the event the Contractor makes any payment, or is ordered by the Court to
make any payment, in the capacity as the Principal, to the Person who obtained

an adjudication decision under CIPAA against the Sub-Contractor pursuant to
Section 30(3) of CIPAA, the Contractor may recover the amount paid from the
Sub-Contractor as a debt or by deducting from any monies due or to become due
to the Sub-Contractor under this Sub-Contract, or from the Performance Bond in
No Recourse Against the Contractor

24A.2 The Sub-Contractor shall have no recourse against the Contractor in respect
of the payment made under Section 30 of CIPAA, notwithstanding that the
adjudication decision upon which the payment is made, is subsequently set
aside by the Court or superseded by a final decision of the Court or arbitration.
25.0 ARBITRATION
Agreement to Refer Disputes or Differences to Arbitration

25.1 25.1(a) Any dispute, controversy or claim arising out of or relating to this
Sub-Contract, or the breach, termination or invalidity thereof shall be
settled by arbitration in accordance with the AIAC Arbitration Rules.
25.1(b) The seat of arbitration shall be Malaysia.
Powers of Arbitrator
25.2 The Arbitrator shall, without prejudice to the generality of his powers, have the
power as provided in the AIAC Arbitration Rules and the Arbitration Act 2005,
including any amendments thereto currently in place at the time of commencement
of the arbitration proceeding.
Commencement of Arbitration
25.3 Unless otherwise agreed in writing by the Parties, such arbitration shall not
commence until after practical completion or alleged Practical Completion of
the Main Contract Works, or determination or alleged determination of the Sub-
Contractor’s employment or abandonment of the Sub-Contract Works or the
Main Contract Works.
Consolidation of Arbitration Proceedings

25.4 If any dispute arises in connection with the Main Contract and such dispute
concerns the Sub-Contract Works, the Contractor may by written notice to the
Sub-Contractor require that any such dispute under the Sub-Contract be referred
to the appointed arbitrator under the Main Contract subject to the agreement
of the Employer. Where the arbitrator is willing to act, and has no conflict of
interest in so acting, and the Sub-Contractor has no valid grounds why the
arbitrator should not act, such dispute shall be referred to the same arbitrator.
In such event, the arbitrator may consolidate the arbitration proceedings.

Arbitration Award to Be Final and Binding
25.5 The arbitration award shall be final and binding on the Parties.
26.0 MEDIATION
Mediation Under AIAC Mediation Rules

26.1 Notwithstanding Clause 25.0, the Contractor and the Sub-Contractor, or either
of them, may refer their dispute as to any matter arising under or out of or in
connection with the carrying out of the Sub-Contract Works and whether in
contract or in tort, for mediation in accordance with the AIAC Mediation Rules.
Prior Reference to Mediation Does Not Prejudice the Parties

Rights to Arbitration
26.2 For the avoidance of doubt, prior reference of the dispute to mediation under
Clause 26.1 shall not be a condition precedent for its reference to arbitration by
either the Contractor or the Sub-Contractor, nor shall any of their rights to refer
the dispute to arbitration pursuant to Clause 25.0 be in any way prejudiced or
affected by this Clause.
Reference of Disputes to Mediation at Any Time

26.3 The Party may refer any dispute for Mediation pursuant to Clause 26.1 at any
time, whether before or during any arbitration proceeding under Clause 25.0, or
any litigation or other proceeding in relation to any dispute between the Parties
arising from and/or in connection with the Sub-Contract Works and/or the Sub-
Contract.
27.0 SERVICE OF NOTICES OR DOCUMENTS UNDER SUB-

CONTRACT AND CIPAA
Service of Notices or Documents Under Sub-Contract

27.1 Unless otherwise specifically provided under these Sub-Contract Conditions, any
written notice or other document to be given under the Sub-Contract shall be
given or sent by:
27.1(a) hand, in which case, the notice or document shall be deemed to have
been duly served at the time of delivery;
27.1(b) ordinary mail or registered post, in which case, the notice or document
shall be deemed to have been duly served after three (3) Days of
Posting;
27.1(c) facsimile transmission, in which case, it shall be deemed to have been
duly transmitted at the time of successful transmission; or
27.1(d) any other means as agreed by the Parties.

Service of Notices or Documents under CIPAA
27.2 Unless otherwise expressly agreed by the Parties in the Sub-Contract, service
of any notices or documents under CIPAA shall only be effected in accordance
with any of the modes provided in Sections 38(a), 38(b) and 38(c) of CIPAA.
Written Communication
27.3 All written communication shall be sent to the address stated in the Articles of
Agreement unless otherwise notified in writing.
28.0 PERFORMANCE BOND/PERFORMANCE GUARANTEE SUM
Submission of Performance Bond

28.1 28.1(a) The Sub-Contractor shall before the Date of Commencement of the
Sub Contract Works, submit to the Contractor a Performance Bond for
a sum equivalent to the percentage stated in the Appendix as a security
for the due performance and observance by the Sub-Contractor of his
obligations under the Sub-Contract.
28.1(b) If the Sub-Contractor fails to submit the said Performance Bond as
specified in Clause 28.1(a) by the Date of Commencement of the Sub-
Contract Works, then the Sub-Contractor shall be deemed to have
opted for Performance Bond in the form of Performance Guarantee
Sum as provided for under Clause 28.7 hereof and in which case, all
provisions set out in the Sub-Contract in relation to the Contractor’s
rights with regard to the use of and recovery from the proceeds of the
Performance Bond shall equally apply to the Performance Guarantee
Sum.
Form of the Performance Bond

28.2 The Performance Bond shall be in the form issued in the terms and conditions
specified in the Sub-Contract or otherwise approved by the Contractor, and
issued by an approved licensed bank, insurance company or financial institution
incorporated in Malaysia.
Validity of the Performance Bond

28.3 The Performance Bond submitted by the Sub-Contractor shall remain valid until
three (3) Months after the Completion Date. Where the Sub-Contract Works
would not be completed by the Completion Date for the Main Contract Works,
whether or not an EOT has been granted, the Sub-Contractor shall, before two
(2) Months prior to the expiry of the Performance Bond, extend the duration of
the Performance Bond to expire three (3) Months after the projected date of
Practical Completion of the Main Contract Works, or such further date as may
be instructed by the CA and informed to him by the Contractor.

Failure to Extend the Validity
28.4 If the Sub-Contractor fails to provide or maintain the validity of the Performance
Bond in accordance with this Clause, then without prejudice to any other rights
and remedies, which the Contractor may possess, the Contractor shall be entitled
to withhold or deduct an amount equal to the Performance Bond for the said
remaining required period is provided, or the Performance Bond is no longer
required by the provisions of the Sub-Contract.
Payments from the Performance Bond

28.5 The Contractor may, in addition to the rights and remedies which he may possess,
call on the Performance Bond and utilise any payments from the Performance
Bond:
28.5(a) under any express provision in the Sub-Contract Conditions which
allows the Contractor to utilise payments from the Performance Bond,
provided always that there is no or insufficient certified sum due and
payable to the Sub-Contractor under the Sub-Contract from which the
Contractor is able to deduct; and/or
28.5(b) upon determination of the Sub-Contractor’s employment under the
Sub-Contract under Clause 21.0. In which event, the Contractor may
utilise payments from the Performance Bond for the completion of and/
or rectification of the Sub-Contract Works and reimbursement of loss
and/or expense suffered by the Contractor. On completion of the Sub-
Contract Works, any balance of monies remaining from the Performance
Bond shall be refunded to the Sub-Contractor without interest.
Return of Performance Bond

28.6 If the Sub-Contractor determines his own employment under Clause 22.0, the
Contractor shall within twenty-eight (28) Days thereof return the Performance
Bond to the Sub-Contractor for cancellation.
Performance Guarantee Sum

28.7 The Sub-Contractor may opt for a Performance Bond in the form of Performance
Guarantee Sum, whereby deductions of ten percent (10%) shall be made from
the first interim payment and subsequent interim payments until the total amount
deducted aggregate to a sum equivalent to the amount as set out in the Appendix.
The amount deducted shall be retained by the Contractor until three (3) Months
after the issuance of the Certificate of Practical Completion of the Main Contract
Works.
29.0 GOVERNING LAW
Laws of Malaysia Shall Apply

29.1 Unless otherwise agreed in writing by the Parties, the law governing the Sub-
Contract shall be the Laws of Malaysia.

30.0 WAIVER
Waiver
30.1 Unless otherwise provided, no failure or delay on the part of either Party to
exercise any right or remedy under this Sub-Contract shall be construed or
operate as a waiver thereto nor shall any single or partial exercise of any right or
remedy be construed as waiver of any other rights or remedies provided in this
Sub-Contract. Such rights and remedies are cumulative and not exclusive of any
rights or remedies provided by the law.

Appendix
Clause
Sub-Contract Date of Commencement [if 14.1 …………………………………
none stated is fourteen (14) Days from the
date of the Letter of Appointment]
Sub-Contract Completion Date 14.1 …………………………………
Liquidated Damages 15.0 ………………………………....
Limit of Liquidated Damages [if none stated 15.2 RM ……………………..…........
means there is no cap on the amount of
Liquidated Damages]
Interim Claim Interval 24.1(a) …………………………………
Percentage of Value of materials and goods 24.2 The same percentage as
included in the payment application applied to the Percentage
of Value of Materials and
Goods included in the interim
certificate under the Main
Contract Conditions
Percentage of Certified Value Retained 24.4 The same percentage as
applied to the Percentage of
Certified Value Retained in
respect of the same subject
matter under the Main
Contract Conditions
Limit of Retention Fund [if none stated is 24.4 RM ……………………..…........
5% of the Sub-Contract Sum]
Period to complete the Final Account 24.6(c) …………………………………
[if none stated shall be between twelve
(12) Months from the date of Practical
Completion of the Sub-Contract Works]
Amount of Performance Bond/Performance 28.0 RM ……………………..…........
Guarantee Sum [if none stated is 5% of the
Sub-Contract Sum]
Sub-Contract Sectional Completion (*)
Brief Description of Date of Commencement Completion Date Liquidated

Section of the Sub- (14.0) (14.0) Damages at the
Contract Works rate of (15.0)
RM …………………
1 …………………………… ……………………………
(per Day)
RM …………………
2 …………………………… ……………………………
(per Day)
RM …………………
3 …………………………… ……………………………
(per Day)
(*) This is to be used when there are different Completion Dates for identified Sections.

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The Standard Form of Building

Std Form Building Sub-Contract(update 5th_Print ready.indd 1 11/23/18 4:47 PM

Published by: Asian International Arbitration Centre

T: +603 2271 1000

Copyright © 2019 Asian International Arbitration Centre

Std Form Building Sub-Contract(update 5th_Print ready.indd 2 11/23/18 4:47 PM

Article 1 Sub-Contractor’s Obligations 3

THIS SUB-CONTRACT CONDITIONS

1.0 Sub-Contractor’s General Obligations 15

2.0 Sub-Contractor’s Duties, Liabilities and Benefits in Connection With the

3.0 CA’s Instructions and Compliance Thereof 20

The Standard Form of Building Sub-Contract iii

Std Form Building Sub-Contract(update 5th_Print ready.indd 3 11/23/18 4:47 PM

5.0 Statutory Obligations, Notices, Fees, Levies and Charges 25

6.0 Works and Services to Conform to Sub-Contract 26

7.0 Royalties and Intellectual Property Rights 29

8.0 Site Agent 30

9.0 Access to the Sub-Contract Works and General Attendance 31

11.0 Sub-Contract Sum and Valuation of the Sub-Contract Works 37

iv The Standard Form of Building Sub-Contract

Std Form Building Sub-Contract(update 5th_Print ready.indd 4 11/23/18 4:47 PM

13.0 Practical Completion and Defects Liability 38

14.0 Date of Commencement, Dates for Commencement Given for Sections

15.0 Damages for Non-Completion 42

16.0 Assignment or Sub-Contracting 43

17.0 Injury to Persons or Property and Indemnity to Contractor 44

18.0 Duty of Sub-Contractor to Insure 45

19.0 Extension of Time (“EOT”) 46

19A.0 EOT Pursuant to Section 29 of CIPAA 53

The Standard Form of Building Sub-Contract v

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20A.0 Loss and/or Expense Incurred Pursuant to Section 29 of CIPAA 58

21.0 Determination by Contractor 59

22.0 Determination by Sub-Contractor 64

23.0 Determination of Contractor’s Employment by Employer 67

24.0 Payment and Final Account 67

24A.0 Direct Payment Under Section 30 of CIPAA 72

vi The Standard Form of Building Sub-Contract

Std Form Building Sub-Contract(update 5th_Print ready.indd 6 11/23/18 4:47 PM

27.0 Service of Notices or Documents Under Sub-Contract and CIPAA 74

28.0 Performance Bond/Performance Guarantee Sum 75

29.0 Governing Law 76

The Standard Form of Building Sub-Contract vii

Std Form Building Sub-Contract(update 5th_Print ready.indd 7 11/23/18 4:47 PM

THIS SUB-CONTRACT AGREEMENT is made on the ……….... day of ………..

A. …………………………………….…………is the Employer of the Project known

The Standard Form of Building Sub-Contract 1

Std Form Building Sub-Contract(update 5th_Print ready.indd 1 11/23/18 4:47 PM

2 The Standard Form of Building Sub-Contract

Std Form Building Sub-Contract(update 5th_Print ready.indd 2 11/23/18 4:47 PM

(a) The Letter of Appointment;

[*] Delete or amend as may be necessary or required by the Parties.

The Sub-Contract Documents are to be read as mutually explanatory of one another. In

The Standard Form of Building Sub-Contract 3

Std Form Building Sub-Contract(update 5th_Print ready.indd 3 11/23/18 4:47 PM

4 The Standard Form of Building Sub-Contract

Std Form Building Sub-Contract(update 5th_Print ready.indd 4 11/23/18 4:47 PM

Amount and Details of Scope of the

The Standard Form of Building Sub-Contract 5