GCC+-+Building+&+Civil+Works+ (Issue+No +8+july+2005)

AIRPORT AUTHORITY
HONG KONG
GENERAL CONDITIONS OF CONTRACT

BUILDING AND CIVIL WORKS
ISSUE NO. 8
July 2005
[this page not used]
TABLE OF CONTENTS
A CONDITIONS
Clause Subject Heading Page
DEFINITIONS AND INTERPRETATION
1. Definitions and Interpretation 1
PROJECT MANAGER
2. Duties and Powers of the Project Manager 7
3. The Project Manager's Representative and his assistants 8
ASSIGNMENT AND SUB-CONTRACTING
4. Assignment 9
5. Sub-contracting 10
CONTRACT DOCUMENTS
6. Precedence of documents and entire agreement 11
7. Provision of Employer's Drawings and the Specification 12
8. Review procedure 13
GENERAL OBLIGATIONS
9. Contractor's general responsibilities 13
10. Design responsibility 14
11. Articles of Agreement 15
12. Bonds and guarantees 15
13. Inspection of Site and information and sufficiency of Tender 17
14. Not Used 19
15. Programmes and progress reports 19
16. Method statement 19
17. Contractor's superintendence and staff 20
General Conditions of Contract (Civils/Building) 1/5

Issue No.8 - July 2005
18. Setting-out and dimensions 20
19. Safety 20
20. Care of the Works 22
21. Damage to property and injury to persons - indemnities 23
22. Giving of notices and payment of fees etc 24
23. Audited accounts 24
24. Compliance with Enactments 25
25. Language of notices etc 25
26. Interference and nuisance 25
27. Intellectual property rights 25
28. Other Contractors 26
29. Publicity and disclosure 26
30. Offering gratuities 27
INSURANCE
31. Employer’s insurance 27
32. Contractor's insurance 27
33. General insurance obligations 28
QUALITY OF PERMANENT WORKS AND WORKMANSHIP;

DEFECTS AND TESTS
34. Quality management 29
35. Permanent Works and workmanship 29
36. Inspection 30
37. Covering and uncovering parts of the Works 30
38. Removal of unsatisfactory parts of the Works 30
39. Testing 31
40. Access 32

COMMENCEMENT, COMPLETION AND DELAY
41. Commencement 32
42. Rights of access 32
43. Time for completion 33
44. Extension of Time 33
45. Rate of progress 36
46. Acceleration 36
47. Liquidated damages for delay 37
COMPLETION CERTIFICATES
48. Completion Certificates 40
SUSPENSION
49. Suspension 41
OUTSTANDING WORK AND DEFECTS
50. Outstanding Work 42
51. Investigating defects and work of repair and additional work 42
VARIATION
52. Variations 43
53. Daywork 44
VALUATION
54. Valuation 45
55. Cost and disturbance to the progress of the Works 46
56. Notice of claims for additional payment 48
57. Maintenance of records 48
PROPERTY IN PERMANENT WORKS AND CONTRACTOR'S

EQUIPMENT AND TEMPORARY WORKS
58. Vesting of Contractor's Equipment and Temporary Works 49
59. Vesting of Permanent Works 49
60. Use of Contractor's Equipment 51

61. Removal of Contractor's Equipment and Temporary Works 51
62. Liability for loss or damage to Permanent Works,

Contractor's Equipment, etc 52
PROVISIONAL SUMS AND PRIME COST SUMS
63. Provisional Sums and Prime Cost Sums 52
64. Nominated Sub-Contractors 53
65. Production of Vouchers 55
CERTIFICATES AND PAYMENT
66. Interim Payment Schedule, Cost Centre Values 55

and Milestones
67. Payment Statements 58
DEFECTS LIABILITY CERTIFICATE
68. Defects liability 61
REMEDIES AND POWERS
69. Work by others 61
70. Insolvency or change in control 61
71. Forfeiture 62
72. Recovery of money due to the Employer 63
FRUSTRATION, TERMINATION AND SPECIAL RISKS
73. Frustration 64
74. Special risks 64
75. Settlement of Disputes 66
NOTICES
76. Service of notices 68
DEFAULT
77. Default of Employer to pay 68
OPTIONS
78. Exercise of Options 69

INTERFACE ISSUES
79. Claims between contracts 69
80. Compulsory access for Other Contractors 69
B SCHEDULES
Schedule Title
Schedule 1 Articles of Agreement
Schedule 2 Form of Contractor's Bond
Schedule 3 Form of Parent Company Guarantee
Schedule 4 Not Used
Schedule 5 Form of Bond for Off-Shore Manufacture
Schedule 6 Not Used
Schedule 7 Form of Retention Bond
Schedule 8 Not Used
Schedule 9 Not Used
Schedule 10 Form of Sub-Contract Warranty
Schedule 11 Form of Design Check Certificate
Schedule 12 Mediation Rules
Schedule 13 Arbitration Rules

DEFINITIONS AND INTERPRETATION
1. Definitions and Interpretation
1.1 In the Contract the following words and expressions shall (except to the extent that the
context in which they appear otherwise requires) have the meanings hereby assigned to
them:-
"Airport" means the Hong Kong International Airport at Chek Lap Kok;
"Arbitration Rules" means the rules for the reference of Disputes to arbitration in
accordance with the Dispute resolution provisions under the Contract and contained in
Schedule 13;
"Articles of Agreement" means the articles of agreement as prepared and executed

pursuant to clause 11;
"Checking Engineer" means the engineer, or any replacement, appointed in accordance

with clause 10;
"Completion Certificate" means a certificate issued pursuant to clause 48 when the

Works are or any Section or any other part of the Works is substantially complete and
the date of substantial completion of the Works, any Section or any other part of the
Works shall be the date identified in the relevant Completion Certificate;
"Contract" means the Articles of Agreement, the Tender and the Letter of Acceptance,
the Employer's Drawings, these General Conditions, the Special Conditions and the
Specification;
"Contract Rate of Interest" means the rate equivalent to 1% above the rate per annum
from time to time announced by The Hongkong & Shanghai Banking Corporation
Limited to be its prime lending rate for Hong Kong Dollars or if such rate shall cease to
be announced, the nearest equivalent benchmark rate for the lending of Hong Kong
Dollars by note issuing banks in Hong Kong;
"Contractor's Drawings" means all drawings, design calculations, software

documentation, specifications, samples, patterns, models, testing procedures and other
documents and things submitted by the Contractor and reviewed without objection, and
subject to any amendment reviewed without objection, provided that this definition shall
exclude documents submitted pursuant to clause 15.1 and insurance policies;
"Contractor's Equipment" means all equipment of every kind (including, without

limitation, plant, vehicles, tools and other things), and the constituent parts forming or
intended to form part thereof, required for the execution of the Works but does not
include the Permanent Works or the Temporary Works;
"Cost" means expenditure wholly and necessarily incurred by the Contractor in

connection with the Works including, without limitation, overheads whether on or off
the Site, finance charges (limited to simple interest at the Contract Rate of Interest) and

depreciation in value of Contractor's Equipment owned by the Contractor but excluding
profit;
"Cost Centre" means a group of activities identified as such in the Pricing Document;
"Cost Centre Value" means the value allocated to each Cost Centre as set out in the
Pricing Document as the same may be revised from time to time pursuant to clause 66;
"Defects Liability Certificate" means the certificate issued pursuant to clause 68.1 at the
expiry of all Defects Liability Periods;
"Defects Liability Period" means, in respect of any Section or of any other part of the
Works for which a Completion Certificate is issued pursuant to clause 48, the period
calculated from the date of substantial completion identified in the relevant Completion
Certificate until twelve months after the date of substantial completion identified in the
Completion Certificate for the Works; in respect of the Works, the expression means the
said twelve months, and, in respect of work executed pursuant to clauses 50.1 and
51.1(b) (other than work to which clause 51.2 applies), the expression means twelve
months from the date of completion of such work;
"Dispute" means a dispute or difference of any kind whatsoever between the Employer
and the Contractor arising under, out of or in connection with the Contract or the
carrying out of the Works including, without limitation, any dispute as to any decision,
opinion, instruction, notice, order, direction withholding of permission or consent,
determination, certificate, statement of objection, assessment or valuation of the Project
Manager whether during the execution of the Works or thereafter and whether before or
after the termination, abandonment or breach of the Contract;
"Employer's Drawings" means the drawings identified as such in the Specification

subject to any amendment to such drawings made by or on behalf of the Employer and
such other drawings identified as Employer's Drawings, subject as aforesaid, as may
from time to time be issued by the Project Manager to the Contractor;
"Enactment" means any Ordinance or statutory provision, proclamation, rule, regulation,

order, resolution, notice, rule of court, by-law or other instrument having the force of
law from time to time in Hong Kong;
"Final Contract Sum" means the sum to be ascertained and paid pursuant to clause 67
for the execution of the Works in accordance with the Contract;
"Form of Tender" means the form of tender duly completed and signed by or on behalf
of the Contractor and included in the Tender;
"General Conditions" means the clauses of and schedules to these general conditions of
contract;
"General Holiday" means every Sunday or other day which is a general holiday by
virtue of the Holidays Ordinance (Cap. 149);
"Government" means the Government of the Hong Kong Special Administrative Region;
"Hong Kong" means the Hong Kong Special Administrative Region;
"Interim Payment Schedule" means the schedule as completed by the Contractor and
included in the Pricing Document to be used for the calculation of interim payments in

relation to each Cost Centre, as the schedule may be revised from time to time pursuant
to clause 66;
"Key Date" means a date identified as such in the Specification as the same may be
changed pursuant to clause 44 or, by agreement, clause 46;
"Letter of Acceptance" means the letter from the Employer to the Contractor accepting
the Tender subject to any matter agreed between the parties and identified in or in an
attachment to the letter;
"Milestone" means an event or degree of completion of the Works set out and described
in the Schedule of Milestones;
"Nominated Sub-Contractor" means any entity executing part of the Works appointed
pursuant to clause 63 and references in the Contract to "sub-contractor" shall include
Nominated Sub-Contractors;
"Option" means in respect of works identified as such in the Specification or the Pricing
Document the right to require the carrying out of the whole or part of such works on the
terms identified in the Specification, the Pricing Document and clause 78;
"Other Contractors" means any of the following whose activities or the works they are
engaged to provide in any way at any time affect or are affected by the Works:-
(a) contractors and utility companies engaged from time to time by the Employer
or by any subsidiary company of the Employer;
(b) contractors and utility companies engaged from time to time by Government
or the Mass Transit Railway Corporation or other public body;
(c) franchisees, concessionaires, tenants and licensees of the Employer or of any

subsidiary company of the Employer; and
(d) sub-contractors of any tier of the contractors within categories (a) and (b)
above and contractors and sub-contractors of any tier of the utility companies,
franchisees, concessionaires, tenants and licensees within categories (a) to (c)
above
provided that the definition shall exclude the Contractor and his sub-contractors of any
tier both as Contractor or sub-contractor of any tier in relation to the Works and in any
other capacity which would otherwise fall within categories (a) to (d) above in relation
to other works;
"Permanent Works" means all permanent works of every kind (including, without
limitation, foundations, structures, plant, equipment, cladding, roads and drains), and
the goods, materials and other constituent parts forming or intended to form part thereof,
to be provided in accordance with the Contract;
"Pricing Document" means the document (including its preamble) identified as such,
completed by the Contractor and forming part of the Tender;
"Prime Cost Sum" means a sum so designated in the Pricing Document for work to be
executed by a Nominated Sub-Contractor;

"Project Manager" means the person identified as such in the Letter of Acceptance or
any replacement appointed from time to time by the Employer and notified to the
Contractor to act as Project Manager for the purposes of the Contract;
"Project Manager's Representative" means a person appointed from time to time by the
Project Manager pursuant to clause 3.1;
"Project Site" means the island of Chek Lap Kok formed for the construction of the
Airport and all development connected therewith;
"Provisional Sum" means a sum so designated in the Pricing Document for the
execution of work, which sum may be used pursuant to clause 63;
"Relevant Authority" means any Government department or public body (other than the
Employer) having jurisdiction in relation to the Works;
"Retention Money" means the amount of money withheld by the Employer by way of
retention pursuant to clauses 67.3 to 67.6;
"Schedule of Milestones" means the schedule included in the Pricing Document

describing the Milestones and stipulating dates by which Milestones are to be achieved
in order to maintain interim payments by the Employer to the Contractor in accordance
with the Interim Payment Schedule, as the schedule may be revised from time to time
"Section" means any part of the Works identified as such in the Specification to which a
Key Date is allocated and in respect of which a Completion Certificate is to be issued;
"Site" means the lands and other places within the Project Site, at, on, under, over or
through which the Permanent Works are to be constructed or work is to be carried out,
as identified in the Specification and/or the Employer's Drawings together with such
other lands and places as may subsequently be agreed by the Project Manager and the
Contractor as forming part of the Site;
"Special Conditions" means the special conditions of contract (if any) issued by the
Employer and identified as such;
"Specification" means the document or documents identified as such and issued by or

on behalf of the Employer subject to any amendment thereof or addition thereto as may
from time to time be issued by the Project Manager;
"Stage" means any stage in the progress of the Works identified as such in the
Specification to which a Key Date is allocated and in respect of which a Stage
Certificate is to be issued;
"Stage Certificate" means a certificate issued pursuant to clauses 48.3 or 48.5 in respect
of the achievement of any Stage or any part of a Stage and the date of achievement of
any Stage or any part of a Stage shall be the date identified in the relevant certificate;
"Temporary Works" means all temporary works of every kind (including, without
limitation, falsework, temporary structures, temporary earthworks and other things), and
the goods, materials and other constituent parts forming or intended to form part thereof,
required for the execution of the Works but does not include Contractor's Equipment;

"Tender" means the Form of Tender and the appendices thereto as accepted by, and
subject to the terms of, the Letter of Acceptance;
"Tender Total" means the total of the Cost Centre Values at the date of the Letter of
Acceptance;
"Works" means the design, procurement, manufacture, supply, construction,

commissioning, testing, maintenance and other operations expressly or impliedly
required by the Contract in relation to, and including the provision of, the Permanent
Works and also means the Permanent Works themselves and/or the Temporary Works;
"Works Programme" means the programme showing the sequence, method and timing
of the execution of the Works and ancillary information in the form and detail
prescribed by the Specification submitted by the Contractor and reviewed without
objection, and subject to any amendment reviewed without objection.
1.2 In the Contract:-
(a) to the extent that the context in which they appear or the circumstances to
which they apply so require:-
(i) words importing the singular shall include the plural and vice versa;
(ii) words importing persons or parties shall include corporations,

partnerships and other entities, corporate or unincorporated, having
legal capacity;
(iii) words importing the masculine shall include the feminine and vice
versa;
(iv) words importing the neuter shall include the masculine or feminine
and vice versa;
(v) "sub-contractor" shall include supplier; and
(vi) "manufacture" shall include preparation, assembly and fabrication;
(b) the indices, headings and marginal notes shall not be taken into consideration
in the interpretation of the Contract;
(c) all references in these General Conditions to clauses are references to clauses
or parts thereof in these General Conditions and not to any other document
forming part of the Contract and references to schedules are to the schedules
to these General Conditions;
(d) all references to the Contractor shall have effect, if the Contractor comprises
more than one entity, so that those entities shall be jointly and severally liable
for any breach of the Contractor's obligations;
(e) where the words "liability" and "liabilities" and grammatical variations thereof
are used, they shall (except to the extent that the context in which they appear
otherwise requires) include responsibility under or in connection with the
Contract, in contract, tort (including negligence) or otherwise, for damages,
costs, charges, proceedings, losses and expenses;

(f) where the word "obligations" and grammatical variations thereof is used it
shall mean obligations under or in connection with the Contract;
(g) where the words "duty" and "duties" are used, they shall be interpreted as
obligations under the Contract and not in tort;
(h) where the word "any" is used, it shall (except to the extent that the context in
which it appears otherwise requires) mean any one or more than one;
(i) where the word "execute" and grammatical variations thereof is used, it shall
(except to the extent that the context in which it appears otherwise requires)
mean carry out and complete;
(j) where the word "work" is used it shall (except to the extent that the context in
which it appears otherwise requires) include operations and the product of
those operations and the supply of Permanent Works, Temporary Works,
Contractor's Equipment and services and the things supplied;
(k) where the words "substantial completion" and grammatical variations thereof
are used, in relation to the Works, any Section or any other part of the Works
they shall mean substantial completion excluding work in any Defects
Liability Period;
(l) wherever provision is made for the giving or issue of any notice, consent,
permission, certificate, instruction, direction, request or decision by any
person, or the agreement of any person, unless otherwise specified, the notice,
consent, permission, certificate, instruction, direction, request, decision or
agreement shall be in writing and the words "notify", "consent", permit",
"certify", "instruct", "direct", "request", "decide" or "agree" and grammatical
variations thereof shall be construed accordingly;
(m) wherever provision is made for the giving or issue of the things referred to in
clause 1.2(l) they shall, unless otherwise specified, be given or issued by the
Project Manager;
(n) any communication under the Contract required to be in writing may be hand-
written, typed or printed; and
(o) the Contractor and his sub-contractors of any tier shall be liable for the acts
and omissions of their servants, workmen and agents.
1.3 The principal text of any communication pursuant to the Contract including notices,
consents, permissions, certificates, instructions, directions, requests, decisions, drawings,
design data, test reports, information and documents of any kind relating to the Contract
shall be in the English language.
1.4 Subject to any express provision to the contrary contained elsewhere in the Contract,
any period of time fixed or decided in accordance with the Contract for doing any act or
thing shall be reckoned in accordance with the following provisions:-
(a) General Holidays shall be included in the period of time;
(b) "month" shall mean a calendar month;

(c) where the act or thing is required to be done within or not less than a specified
period before a specified date, the period shall end immediately before that
date;
(d) where the act or thing is required to be done within a specified period after or
from a specified date, the period shall begin immediately after that date; and
(e) where the act or thing is required to be done within a specified period, the
period shall end at the conclusion of the last day of the period.
1.5 The Contract and all Disputes shall be governed by and interpreted according to the
laws for the time being in force in Hong Kong.
PROJECT MANAGER
2. Duties and Powers of the Project Manager
2.1 The Project Manager shall carry out those duties and may exercise those powers which
are expressly or by necessary implication identified in the Contract as powers or duties
of the Project Manager. The Project Manager shall act fairly and reasonably within the
terms of the Contract.
2.2 In relation to instructions, the Project Manager:-
(a) shall issue instructions which in his opinion are necessary for the execution of
the Works; and
(b) may issue any other instruction which in his opinion is desirable in connection
with the Works,
provided that, except as required by the Contract apart from this clause 2.2, the Project
Manager shall not:-
(c) have the power to amend the terms of the Contract; or
(d) be obliged to issue any instruction relating to any matter which, in his opinion,
is the responsibility of the Contractor under the Contract in the absence of the
instruction.
2.3 The instructions referred to in clause 2.2 may be issued pursuant to that clause 2.2 or
pursuant to any other provision of the Contract as, in the Project Manager's opinion,
shall be appropriate.
2.4 Subject to the provisions of clause 3, the Contractor shall take instructions only from the
Project Manager.
2.5 The Contractor shall give reasonable notice to the Project Manager of any further
instruction that the Contractor may require for the execution of the Works provided that
the Project Manager shall not be bound to issue any such instruction which, in his
opinion, is not necessary.
2.6 If, as a result of an instruction pursuant to clause 2.2, or as a result of any failure or
inability of the Project Manager to issue, or delay in the issue of any instruction
pursuant to clause 2.2(a) which was the subject of a notice in accordance with clause 2.5,
the Contractor is prevented from achieving any Stage or substantially completing the

Works or any Section by the relevant Key Date or incurs Cost which the Contractor did
not and had no reason to anticipate then, if the Contractor claims additional time and/or
payment therefor, the Project Manager shall give a decision pursuant to clause 44 and/or,
in respect of instructions pursuant to clause 2.2, clauses 54 and/or 55 and, in respect of
failure, inability or delay as aforesaid, clause 55.
3. The Project Manager's Representative and his assistants
3.1 The Project Manager shall notify the Contractor of the appointment of any Project
Manager's Representative and of any replacement from time to time. The delegated
duties and powers of any Project Manager's Representative are to watch and inspect the
Works in a manner appropriate to the quality system implemented by the Contractor and
to carry out such other duties and to exercise such other powers vested in the Project
Manager as may be delegated to him by the Project Manager pursuant to clause 3.2.
3.2 The Project Manager may from time to time delegate to any Project Manager's
Representative any of the duties and powers vested in him. Any such delegation shall
be in writing signed by the Project Manager and shall specify the duties and powers
thereby delegated. No such delegation shall have effect until a signed copy thereof has
been delivered to the Contractor. Any instruction or decision given or deemed to be
given by any Project Manager's Representative to the Contractor within the terms of
such delegation, but not otherwise, shall be deemed to have been given by the Project
Manager provided that, if the Contractor shall be dissatisfied by reason of any
instruction or decision given or deemed to be given by any Project Manager's
Representative, the Contractor may, within a reasonable time, refer the matter to the
Project Manager who shall, within a reasonable time, in writing confirm, reverse or vary
the instruction or decision.
3.3 The Project Manager or any Project Manager's Representative may appoint and replace
any person to act as assistant to any Project Manager's Representative in carrying out
his duties and exercising his powers. Upon any such appointment or replacement the
Contractor shall be notified by the Project Manager or any Project Manager's
Representative of the names, duties and powers of each such person. Such assistants
shall have no power to issue any instruction or decision to the Contractor save insofar as
such instruction or decision may be necessary to enable them to carry out their duties
and exercise their powers. Any instruction or decision given by any such assistant for
these purposes shall be deemed to have been given by the Project Manager's
Representative for whom he acts provided that, if the Contractor shall be dissatisfied by
reason of any instruction or decision of any such assistant, the Contractor may, within a
reasonable time, refer the matter to the Project Manager's Representative for whom the
assistant acts who shall, within a reasonable time, in writing confirm, reverse or vary the
instruction or decision.
3.4 Until the Project Manager, or, as the case may be, any Project Manager's Representative,
confirms, reverses or varies any instruction or decision pursuant to the provisos to
clauses 3.2 or 3.3, the Contractor and the Employer shall remain bound by the
instruction or decision and if, as a result of any reversal or variation, the Contractor is
prevented from achieving any Stage or substantially completing the Works or any
Section by the relevant Key Date or incurs Cost which the Contractor did not and had
no reason to anticipate, then if the Contractor claims additional time and/or payment
therefor, the Project Manager shall give a decision pursuant to clauses 44 and/or 55.

3.5 Notwithstanding any other provision of the Contract:-
(a) no act or omission by the Project Manager or any Project Manager's

Representative or the assistants to any Project Manager's Representative
(including, without limitation, the giving of permission or consent or the
issuing of any certificate or notice of no objection) shall:-
(i) relieve the Contractor of any of his obligations or liabilities or give

rise to any waiver or estoppel in relation to any of his obligations
or liabilities; or
(ii) constitute a warranty by the Employer in relation to the

Contractor's performance of the Contract; or
(iii) otherwise create any obligation or liability on the part of the

Employer unless (in relation to this Clause 3.5(a)(iii) only) the act
or omission occurs in the performance of duties or the exercise of
powers pursuant to the Contract; and
(b) notwithstanding clause 3.5(a) no failure by the Project Manager, any Project
Manager's Representative or any assistant to any Project Manager's
Representative to reject any work, drawing or document which is not in
accordance with the Contract shall prejudice the power of any of those people
subsequently to reject the work, drawing or document nor shall the Employer
incur any obligation or liability to the Contractor arising out of such failure.
3.6 If for any reason the Project Manager or any Project Manager's Representative or any
assistant to any Project Manager's Representative considers it necessary to give any
instruction or decision orally, he may do so, and the Contractor shall comply with the
instruction or decision. The oral instruction or decision shall be confirmed in writing by
the Project Manager, the Project Manager's Representative or assistant to any Project
Manager's Representative, as the case may be, as soon as practicable after the
instruction or decision was given provided that, if the Contractor within 72 hours,
confirms in writing to the Project Manager the oral instruction or decision and if the
confirmation is not contradicted in writing within 72 hours of receipt of the
confirmation, it shall be deemed to be an instruction or decision of the Project Manager.
3.7 The Project Manager, any Project Manager's Representative and any assistant to any
Project Manager's Representative shall have no personal liability to the Contractor for
their acts and omissions in the performance of duties or exercise of powers pursuant to
the Contract.
3.8 The Project Manager, Project Manager's Representatives and his assistants may be
employees of the Employer or may be independent consultants or contractors.
ASSIGNMENT AND SUB-CONTRACTING
4. Assignment
4.1 Subject to clause 4.2, the Contractor shall not assign or otherwise transfer the benefit of
the Contract or any part thereof or any interest or right therein or thereunder without the
prior consent of the Employer and any assignment shall be on terms and in a form
previously reviewed without objection.

4.2 Upon fourteen days prior notice served on the Employer and with the prior consent of
the Employer (such consent not to be unreasonably withheld) the Contractor may:-
(a) grant a charge on any monies due or to become due to the Contractor under
the Contract in favour of his bankers or a third party providing finance to the
Contractor for the Works; or
(b) assign to his bankers or the third party the right to receive any monies due or
to become due under the Contract to the Contractor,
provided that no charge or assignment shall operate so as to give any chargee or

assignee or any third party any greater right than the Contractor would have had under
the Contract but for the charge or the assignment and any charge or assignment shall be
subject to all rights and remedies of whatever nature the Employer may have pursuant to
or arising from or connected with the Contract or at law.
4.3 The Employer shall be entitled at any time to assign or transfer any of:-
(a) the benefit of the Contract, any part thereof, any interest therein or thereunder
and any right thereunder, whether past, present or future, to any third party.
The third party shall from the date of transfer or assignment have the same
rights and remedies as it would have had if it had at all times been the original
contracting party; and
(b) the burden of the Contract including accrued liabilities, any part thereof and
any interest therein or thereunder .
5. Sub-contracting
5.1 The Contractor shall not sub-contract the Works. Except where otherwise provided by
the Contract the Contractor shall not sub-contract any part of the Works without prior
consent.
5.2 The Project Manager shall not unreasonably withhold consent to any sub-contracting
provided that the Project Manager shall have the absolute right to withhold consent to
the replacement of any sub-contractor referred to in the Letter of Acceptance as a key
sub-contractor. The Project Manager may make consent conditional upon reasonable
conditions with which the Contractor shall comply.
5.3 No sub-contracting shall relieve the Contractor from any obligation or liability nor
create any obligation or liability on the part of the Employer and the Contractor shall be
liable for the acts and omissions of his sub-contractors of any tier as if they were the
acts and omissions of the Contractor.
5.4 The Project Manager shall be entitled to communicate directly with the Contractor's
sub-contractors of any tier, keeping the Contractor reasonably informed of any
significant communication, provided that the Project Manager shall not be entitled to
issue any instruction or decision affecting the Contractor's obligations or liabilities to a
sub-contractor of any tier and provided further that the power given by this clause 5.4
shall not, save as provided in clause 64, be used so as to affect the contractual
relationship between the Contractor and any sub-contractor.
5.5 If the Contractor wishes to sub-contract any part of the Works, he shall submit in
writing to the Project Manager:-

(a) full particulars of any part of the Works to be sub-contracted;
(b) the proposed terms (other than prices) upon which the sub-contractor is to be
employed; and
(c) full particulars of the sub-contractor to be employed
in time to enable the Project Manager after due consideration to complete his
investigation into the capacity and ability of the sub-contractor and to enable other
arrangements to be made by the Contractor to fulfil the Contractor's obligations should
the Project Manager withhold consent. The Contractor shall, after receiving consent,
supply to the Project Manager such copies of the terms of the sub-contract (other than
prices) as the Project Manager may instruct and the Contractor shall not thereafter
amend, vary or waive the terms in any respect material to compliance by the Contractor
with his obligations without prior consent.
5.6 The Contractor shall ensure that the terms of any sub-contract impose on the sub-
contractor such of the terms of the Contract as are applicable and appropriate to any part
of the Works to be sub-contracted so as to enable the Contractor to comply with his
obligations.
5.7 The Project Manager may, without prejudice to clause 5.2, after due warning in writing
to the Contractor, instruct the Contractor to discontinue the participation in the Works of
any of the Contractor's sub-contractors of any tier who in the Project Manager's opinion
causes or contributes to a material breach by the Contractor of any term of the Contract
and the sub-contractor shall not again participate in the Works without prior consent.
5.8 Without prejudice to clause 17, the Contractor shall provide sufficient superintendence
to ensure that the work to be carried out by his sub-contractors shall comply with the
requirements of the Contract.
5.9 If a sub-contractor of any tier provides to the Contractor a warranty in connection with
the Works, or undertakes a continuing obligation in respect thereof, and if the Project
Manager so instructs, the Contractor shall assign the benefit of the warranty or
obligation to the Employer or, as instructed, to a third party, provided that, without
prejudice to clause 71.2, in the event of such an assignment, the Employer shall exhaust
all remedies under the said warranty or obligation before enforcing this Contract against
the Contractor in respect of any matter for which a cause of action exists against the sub
contractor under the said warranty or obligation.
5.10 The Contractor shall procure that any sub-contractor identified by name or reference to
trade and/or discipline in the Letter of Acceptance shall execute as a deed a sub-
contractor warranty in the form appearing in schedule 10 and shall deliver the same to
the Employer for execution by the Employer.
CONTRACT DOCUMENTS
6. Precedence of documents and entire agreement
6.1 Except to the extent that any other provision of the Contract provides to the contrary by
express reference to the order of precedence of documents:-
(a) the provisions of any Special Conditions shall prevail over those of any other
document forming part of the Contract;

(b) subject to clause 6.1(a), the provisions of these General Conditions shall
prevail over those of any other document forming part of the Contract; and
(c) subject to clause 6.1(a) and (b), the documents forming the Contract are to be
taken as mutually explanatory.
6.2 If the Contractor shall find any ambiguity or discrepancy in or between the documents
comprising the Contract, he shall notify the Project Manager immediately who shall,
within a reasonable time, issue instructions to the Contractor which in the Project
Manager's opinion resolve the ambiguity or discrepancy. If, in compliance with an
instruction issued pursuant to this clause 6.2, the Contractor is prevented from achieving
any Stage or substantially completing the Works or any Section by the relevant Key
Date or incurs Cost which the Contractor did not and had no reason to anticipate then, if
the Contractor claims additional time and/or payment therefor, the Project Manager
shall give a decision pursuant to clause 44 and/or clauses 54 and/or 55.
6.3 Notwithstanding anything to the contrary expressed in or to be implied from the

Contract, the documents referred to in clause 1.1 as comprising the Contract contain the
entire agreement between the parties which supersedes any previous agreement and
understanding between the parties in relation to the subject matter of the Contract, and
the Contractor acknowledges that in entering into the Contract he has not relied on any
statement, representation, warranty or undertaking (whether in or relating to instructions
to tenderers or otherwise howsoever) which is not expressly set out in the Contract and
that the Employer shall have no liability to the Contractor in respect of the same in the
absence of fraud or dishonesty.
7. Provision of Employer's Drawings and the Specification
7.1 One negative and two positive sets of the Employer's Drawings and two copies of the
Specification shall be issued to the Contractor free of charge; any further copy requested
by the Contractor shall be issued upon payment of reasonable charges.
7.2 Subject to clause 7.3, the Project Manager shall issue to the Contractor from time to
time during the progress of the Works one negative and two positive sets of such further
or amended drawings and two copies of such further or amended specifications
(excluding drawings and documents which the Contractor is expressly or impliedly
obliged to produce under the Contract) as shall in the Project Manager's opinion be
necessary for the execution of the Works and the Contractor shall be bound by the same.
7.3 The Project Manager shall not be bound to issue any drawing or specification relating to
any matter which, in his opinion, is the responsibility of the Contractor under the
Contract in the absence of the drawing or specification.
7.4 The Contractor shall give notice to the Project Manager, in sufficient time to enable the
Project Manager to arrange for the preparation of and to issue the drawings or
specifications without delaying the progress of the Works, of any further or amended
drawing or specification which the Contractor may require to execute the Works but the
Project Manager shall not in any event be obliged to issue the relevant drawings or
specifications in advance of dates for their issue identified in the Works Programme.
7.5 If, as a result of any failure or inability of the Project Manager to issue pursuant to
clause 7.2 at a time reasonable in all the circumstances further or amended drawings or
specifications which were the subject of notice in accordance with clause 7.4, the
Contractor is prevented from achieving any Stage or substantially completing the Works
or any Section by the relevant Key Date or incurs Cost which the Contractor did not and

had no reason to anticipate, then, if the Contractor claims additional time and/or
payment therefor, the Project Manager shall give a decision pursuant to clauses 44
and/or 55.
8. Review procedure
8.1 Where the Contractor is required by the Contract to submit drawings, documents or
other things for review he shall do so in accordance with the relevant provisions for
submission set out in the Specification and, in any event:
(a) in time to enable the Project Manager properly to examine the drawings,
documents or other things submitted without delaying the progress of the
Works; and
(b) not later than any relevant date identified in the Works Programme.
8.2 The Project Manager shall notify the Contractor of the outcome of his review pursuant
to the provisions referred to in clause 8.1 within such period as may be expressly
stipulated in the Contract or, in the absence of stipulation, within a reasonable period. A
drawing, document or other thing to which a notice of no objection is given under the
said provisions is referred to in the Contract as having been "reviewed without
objection".
8.3 Should the Project Manager notify the Contractor or the Contractor discover at any time
that any of the Contractor's Drawings is not in accordance with the Contract or does not
agree with other Contractor's Drawings, the Contractor shall make such amendments as
are necessary to remedy the non-compliance and shall submit all amended Contractor's
Drawings for review pursuant to clause 8.1.
8.4 The Contractor shall, subject to any provision of the Contract to the contrary, execute
the Works in accordance with the Contractor's Drawings.
GENERAL OBLIGATIONS
9. Contractor's general responsibilities
9.1 Save insofar as it is legally or physically impossible, the Contractor shall without
prejudice to his other obligations:-
(a) execute the Works in accordance with the Contract and, subject thereto, to the
satisfaction of the Project Manager;
(b) comply with the Project Manager's instructions;
(c) provide all staff, labour, work, transport to and from and about the Site and the
Project Site, accommodation, storage and disposal facilities, consumables and
everything whether of a temporary or permanent nature required in and for the
execution of the Works so far as the necessity for providing the same is
identified in the Contract or could reasonably be inferred therefrom by a
competent contractor experienced in operations of similar nature and scope to
the Works; and
(d) discharge his obligations with the skill and care to be expected of a contractor
with the experience referred to in clause 9.1(c).

10. Design responsibility
10.1 The Contractor shall, in accordance with the Contract, design:-
(a) the Temporary Works, save to the extent expressly provided to the contrary;
and
(b) any part of the Permanent Works expressly required to be designed by the
Contractor
and the design shall include the selection and specification of the kinds and standards of
Permanent Works, Temporary Works and Contractor's Equipment and workmanship to
be used therein or in relation thereto so far as not described or stated in the Specification
or the Employer's Drawings.
10.2 The Contractor shall be fully responsible for the Contractor's design, and liable for any
mistake, inaccuracy, discrepancy or omission in it. Nothing contained in the
Contractor's design shall relieve the Contractor from his obligations or liabilities
pursuant to clause 10.3.
10.3 To the extent of his obligations pursuant to clauses 10.1 and 10.2 the Contractor
warrants to the Employer that:-
(a) he has exercised and shall continue to exercise in the design of the Works all
the skill and care to be expected of a professionally qualified and competent
designer experienced in work of a similar nature and scope;
(b) the Works shall comply in all respects with the Contract;
(c) the Works have been or shall be designed using proven up-to-date good
practice and to standards which are consistent with the Contract;
(d) the Works shall, when completed, comply with the Enactments;
(e) no part of the Works generally known to be deleterious or otherwise not in

accordance with good engineering practice has been or shall be specified or
selected by the Contractor or anyone acting on his behalf. No part of the
Works which, after its specification or selection by or on behalf of the
Contractor but before being incorporated into the Works, becomes generally
known to be deleterious or otherwise not in accordance with good engineering
practice shall be incorporated into the Works; and
(f) the design of the Works has taken or shall take full account of the effects of
the intended manufacturing and construction methods (including the use of
Contractor's Equipment).
10.4 (a) The Contractor's design of any part of the Permanent Works shall be checked
with proper skill, care and diligence and certified by the Checking Engineer
and the Contractor in the terms appearing in schedule 11. The certificate shall
be submitted to the Project Manager before construction of the part
commences and the part shall be constructed in accordance with the certified
design save insofar as any design change in accordance with the Contract is
further certified by the Checking Engineer and the Contractor before the
change is implemented.

(b) The Contractor's design of and the means of loading, dismantling and
removing Temporary Works shall be checked with proper skill, care and
diligence and certified by the Checking Engineer and the Contractor in
accordance with the requirements of the Specification.
10.5 The Checking Engineer shall be a professionally qualified engineer and a member of the
Hong Kong Institution of Engineers, the United Kingdom Institution of Civil Engineers
or an equivalent body and he shall have relevant and appropriate experience. He shall
be independent of the Contractor and shall have taken no part in the Contractor's design
nor be associated with any person or organisation that undertakes any part of the design.
10.6 The Contractor shall appoint, and pay all fees and disbursements of, the Checking
Engineer having first submitted to the Project Manager for review, pursuant to clause 8,
details of the terms of appointment, qualifications and experience of the Checking
Engineer and having received notice of no objection to his appointment. The terms of
appointment shall require the Checking Engineer to act independently with all proper
skill, care and diligence and to provide to the Contractor records to be kept in
accordance with clause 57 and the appointment shall include obligations equivalent to
those imposed on the Contractor pursuant to clause 29.1.
10.7 The Checking Engineer's appointment shall not be terminated by the Contractor without
prior consent. The Project Manager may instruct the termination of the appointment of
the Checking Engineer if, in the Project Manager's opinion, the Checking Engineer fails
properly to discharge his duties.
10.8 If the appointment of the Checking Engineer is terminated for any reason, the
Contractor shall as soon as reasonably possible appoint a replacement in accordance
with clause 10.6.
10.9 No certificate, act or omission of the Checking Engineer shall release the Contractor
from any of his obligations or liabilities.
11. Articles of Agreement
11.1 The Contractor shall, when called upon to do so, duly execute the Articles of
Agreement as a deed which shall be prepared at the expense of the Employer in the
form appearing in schedule 1.
12. Bonds and guarantees
12.1 The Contractor shall, within fourteen days of the date of the Letter of Acceptance,
submit to the Employer:-
(a) a bond for an amount equivalent to that stated in Appendix 1 to the Form of
Tender, in the form appearing in schedule 2, duly executed as a deed by the
insurance company or bank which is identified in the Letter of Acceptance.
Subject to Clause 12.5, the validity of the bond shall be maintained by the
Contractor until the issue of the Defects Liability Certificate. The bond shall
initially have a fixed expiry date of the date stated in Appendix 1 to the Form
of Tender. Within seven days of the submission of the bond by the Contractor
to the Employer, the Employer shall release the tender bond submitted by the
Contractor with the Form of Tender; and

(b) a guarantee in the form appearing in schedule 3, duly executed as a deed by
such of the shareholders, parent company or holding company of the
Contractor as is identified in the Letter of Acceptance.
12.2 The Contractor shall submit to the Employer, at the times required by the preamble to
the Pricing Document, bonds required by the said preamble as security for and as a
condition precedent to payment for any part of the Permanent Works manufactured off-
shore in the form appearing in schedule 5, duly executed as a deed by the insurance
company or bank which is identified in the Letter of Acceptance.
12.3 Without prejudice to any other right or remedy of the Employer, until the Contractor has
complied with clause 12.1, the Employer shall be entitled to withhold any interim
payment due to the Contractor.
12.4 If the Contractor comprises more than one entity, the Contractor's obligations pursuant
to clause 12.1(b) shall apply to each entity.
12.5 Following issue of the Completion Certificate for the Works, the Employer shall, on
receipt of a bond executed as a deed which is:
(a) from an insurance company or bank which has previously been reviewed
without objection;
(b) in an amount which is equivalent to:-
(i) 2.5% of the total of the Cost Centre Values for the time being; and
(ii) the Project Manager's bona fide estimate at the date of issue of the
Completion Certificate for the Works of the value of any
outstanding works and all maintenance work which the Project
Manager anticipates the Contractor will be required to execute in
accordance with the Contract;
(c) stated to expire on a date having previously been notified by the Project
Manager to the Contractor representing the Project Manager’s estimate of the
date on which the Defects Liability Certificate is likely to be issued; and
(d) save as aforesaid, in the same form as the bond referred to in clause 12.1 (a),
release the bond previously submitted by the Contractor pursuant to clause 12.1 (a).
12.6 If the Defects Liability Certificate has not been issued 14 days prior to the fixed expiry
date specified in any bond submitted by the Contractor to the Employer pursuant to
clause 12.5 or this clause 12.6, and the Project Manager notifies a date to the Contractor
representing the Project Manager's revised estimate of the date on which the Defects
Liability Certificate is likely to be issued which is later than such expiry date, the
Contractor shall forthwith submit to the Employer a replacement bond in the same form
as the bond previously provided by the Contractor pursuant to clause 12.5 or this clause
12.6, but with a fixed expiry date representing the Project Manager’s revised estimate of
the date on which the Defects Liability Certificate is likely to be issued. On receipt of
the replacement bond, the Employer shall release the bond earlier submitted under
clause 12.5 or this clause 12.6.

13. Inspection of Site and information and sufficiency of Tender
13.1 The Contractor shall be deemed prior to the date of the Letter of Acceptance to have:
(a) inspected the Project Site and its surroundings and examined all information in
connection with the Works made available to the Contractor by or on behalf of
the Employer prior to the said date;
(b) obtained for himself all other necessary information in connection with the
Works and his obligations;
(c) satisfied himself as to the form and nature of the Project Site including its
substrata, access to and communication with the Project Site and the Site, the
environmental conditions affecting the Project Site and the Site, the interfaces
with Other Contractors and other works at the Project Site and, without
limitation, all other matters whatsoever affecting his obligations; and
(d) satisfied himself that the descriptions of Cost Centres and item descriptions
and quantities within the Pricing Document (as those descriptions and
quantities may have been revised by the Contractor) are consistent with the
scope of the Works ascertainable in accordance with the Contract apart from
those descriptions and quantities.
13.2 The Contractor shall be deemed prior to the date of the Letter of Acceptance, on the
basis indicated in clause 13.1 and generally, to have allowed a correct and sufficient
Tender Total and rates and prices included in the Pricing Document to cover all his
obligations and to have allowed the necessary resources and allocated the necessary
time to enable him to substantially complete the Works and any Section and to achieve
any Stage by the relevant Key Dates. Except insofar as otherwise provided in the
Contract, the Tender Total and the said rates and prices shall cover all the Contractor's
obligations and, except as aforesaid, the periods ending on the Key Dates shall be
deemed sufficient for the Contractor to substantially complete the Works and any
Section and to achieve any Stage.
13.3 The Employer shall have no obligation to make additional payment and the Project
Manager shall have no obligation to grant any extension of time on the ground of:-
(a) any misunderstanding or misapprehension in respect of the matters referred to

in clause 13.1; or
(b) except as otherwise provided in the Contract (including, without limitation,

pursuant to Clauses 13.4, 13.5 and 13.6), incorrect or insufficient information
given to the Contractor by any person whether or not in the employ of the
Employer; or
(c) the Contractor failing to obtain correct and sufficient information,
nor shall the Contractor be relieved from any of his obligations or liabilities on any such
ground or, subject to clauses 73 and 74, on the ground that he did not or could not
foresee any matter which may in fact affect or have affected his obligations, provided
that the foregoing shall not affect the Contractor’s rights or obligations pursuant to
clauses 13.4 to 13.7 and Clause 24.2.
13.4 If, during the execution of the Works, the Contractor shall encounter within the Site,
physical conditions (other than weather conditions or conditions due to weather

conditions) or artificial obstructions which could not, in his opinion, reasonably have
been foreseen by an experienced contractor at the date of the Letter of Acceptance, the
Contractor shall, as soon as practicable thereafter, and in any event within 28 days of
encountering such conditions, give notice thereof to the Project Manager. Without
prejudice to clauses 44, 52, 55 and 56, such notice shall specify the physical condition
or artificial obstruction within the Site, the effects thereof, the measures the Contractor
has taken or is proposing to take to overcome the physical condition or artificial
obstruction, their estimated cost, and the extent of the anticipated delay in, or
interference with, the execution of the Works.
13.5 Following receipt of any notice served by the Contractor in accordance with clause 13.4,
and without prejudice to any other power which the Project Manager may have under the
Contract, the Project Manager may:
(a) instruct the Contractor to investigate and report upon the practicability and
cost and timing effects of the Contractor taking measures which may be
available to overcome the physical condition or artificial obstruction within
the Site;
(b) consent to the measures notified by the Contractor in accordance with clause
13.4, with or without modification;
(c) give an instruction as to how the physical condition or artificial obstruction is

to be dealt with; and/or
(d) order a suspension under clause 49 or a variation under clause 52.
13.6 If by reason of:
(a) the presence of the physical condition or artificial obstruction within the Site
notified by the Contractor in accordance with clause 13.4 which in the Project
Manager’s opinion could not have been reasonably foreseen by an experienced
contractor at the date of the Letter of Acceptance; and
(b) the measures taken by the Contractor to overcome the physical condition or
artificial obstruction notified by the Contractor in accordance with clause 13.4
and made the subject of the Project Manager’s consent pursuant to clause
13.5(b); or
(c) instructions issued by the Project Manager pursuant to clause 13.5(a) or (c),
the Contractor is prevented from achieving any Stage or substantially completing the
Works or any Section by the relevant Key Date or incurs Cost which the Contractor did
not and had no reason to anticipate then, if the Contractor claims additional time and/or
payment therefor, the Project Manager shall give a decision pursuant to clause 44 and/or
clause 54 and/or clause 55.
13.7 If the Project Manager shall decide that the physical condition or artificial obstruction
within the Site which is the subject of a claim for additional time and/or payment, could
in whole or in part have been reasonably foreseen by an experienced contractor at the
date of the Letter of Acceptance, he shall so notify the Contractor in writing as soon as
he shall have reached that decision. Notwithstanding such notification, any claim by the
Contractor for additional time and/or payment in respect of any suspension or variation
previously instructed by the Project Manager shall be decided in accordance with
clause 44 and/or clause 54 and/or clause 55.

13.8 If in the opinion of the Project Manager any physical conditions encountered by the
Contractor within the Site were more favourable than could reasonably have been
foreseen by an experienced contractor at the date of the Letter of Acceptance, the
Project Manager shall agree with the Contractor (or, if no agreement can be reached
within a reasonable time, shall make and notify the Contractor) a fair and reasonable
assessment of the reduction in the cost of the Works to the Contractor attributable to
such more favourable conditions. The Project Manager may at his discretion reduce by
an amount in aggregate equal to such reduction in the cost of the Works either or both
of (a) the Cost Centre Value(s) relating to part of the Works for which the favourable
physical conditions have been encountered and (b) the aggregate sum certified under
clause 55. This clause 13.8 shall only operate to reduce the aggregate sum to be finally
certified pursuant to clauses 54 and/or 55 so that the consequences of unforeseen
physical conditions or artificial obstructions shall not result in a net reduction in the
Cost Centre Values at the date of the Letter of Acceptance or reduce below zero the
aggregate sum certified under clause 55.
14. Not Used.
15. Programmes and progress reports
15.1 The Contractor shall submit to the Project Manager in accordance with the
Specification:-
(a) the Works Programme;
(b) the monthly progress reports; and
(c) such other programmes, schedules and reports as may be identified in the
Specification or instructed.
15.2 Review without objection of any of the documents referred to in clause 15.1 shall not, if
the document indicates that a Key Date has not or will not be met, constitute any form
of acknowledgment that the Contractor is or may be entitled to an extension of time in
relation to the Key Date.
15.3 Not Used.
15.4 Not Used.
15.5 No provision or reference in any of the documents referred to in clause 15.1 shall
constitute a notice for the purpose of any of the provisions of the Contract.
16. Method statement
16.1 The Contractor shall submit to the Project Manager for review, pursuant to clause 8, all
drawings and other documents as may be identified in the Specification or instructed
relating to methods by which (including the use of Contractor's Equipment and
Temporary Works), and the places where, the Contractor shall execute the Works.
16.2 The Contractor warrants to the Employer that the methods of delivery, assembly and
construction (including the use of Contractor's Equipment and Temporary Works) and
the Contractor's Equipment and Temporary Works themselves shall be consistent with
the requirements of the Contract.

17. Contractor's superintendence and staff
17.1 The Contractor shall provide all necessary superintendence during the execution of the
Works.
17.2 The Contractor shall employ or cause to be employed in connection with the Works on
the Site or off-Site at any place of manufacture or source of material and in the
superintendence thereof only such technical personnel as are skilled and experienced in
their respective trades and callings and such sub-agents, foremen, leading hands and
labour as are competent to carry out their respective duties in connection with the
Works.
17.3 The Project Manager may instruct the Contractor to remove or cause to be removed
from the Works or the Project Site any person employed thereon without stating any
reason if, in the Project Manager's opinion, the person misconducts himself, is
incompetent, is negligent in the performance of his duties, fails to conform with any
provision in the Contract with regard to safety or persists in any conduct which is
prejudicial to safety or health. Such person shall not be again employed in connection
with the Works or on the Project Site without prior consent.
17.4 Any person removed from the Works or the Project Site pursuant to clause 17.3 shall be
replaced as soon as possible by a competent substitute.
17.5 The Contractor shall indemnify the Employer and Other Contractors in respect of
liability under the Immigration Ordinance (Cap 115) to the extent that such liability
arises from the presence on or off the Site of any employee, agent or representative of
the Contractor or of his sub-contractors of any tier.
18. Setting-out and dimensions
18.1 The Contractor shall be responsible for the setting out of the Works relative to data in
the Employer's Drawings or notified by the Project Manager and for the correctness of
the position, level, dimensions and alignment of all parts of the Works and for the
provision of all necessary instruments, appliances and labour in connection therewith.
18.2 If at any time during the execution of the Works any error shall appear or arise in the
position, level, dimension, or alignment of the Works or any part thereof the Contractor
shall immediately give notice of the same to the Project Manager and shall, on being
instructed so to do, rectify the error to the satisfaction of the Project Manager. Provided
that if, in the Project Manager's opinion, the error is the result of incorrect data in the
Employer's Drawings or notified by the Project Manager and if, in compliance with an
instruction pursuant to this clause 18.2, the Contractor is prevented from achieving any
Stage or substantially completing the Works or any Section by the relevant Key Date or
incurs Cost which the Contractor did not and had no reason to anticipate then, if the
Contractor claims additional time and/or payment therefor, the Project Manager shall
give a decision pursuant to clause 44 and/or clauses 54 and/or 55.
18.3 The Contractor shall carefully protect and preserve all bench-marks, sight-rails, pegs
and other things used in setting out the Works.
19. Safety
19.1 The Contractor shall throughout the execution of the Works take full responsibility for
the adequacy, stability and safety of the Works (except for any part for which the
Employer has responsibility pursuant to clause 20) and the Contractor's Equipment,

having full regard for the safety of all persons on or in the vicinity of the Site, and
providing and maintaining all necessary lights, guards, fences, warning signs and
storage areas.
19.2 The Contractor shall:-
(a) submit to the Project Manager for his review, pursuant to clause 8, a safety
plan which shall set out in accordance with the Specification details of the
safety measures to be implemented by the Contractor to comply with his
obligations under or in connection with the Contract (including, without
limitation, clause 24). Any supplemental submission to the Project Manager
for his review, pursuant to clause 8, of amendments, variations or additions to
the safety plan shall be made not less than twenty-eight days before
commencement of any work which is the subject of the submission;
(b) appoint a competent English speaking agent or representative who has been
reviewed without objection and who is not otherwise involved in the Works to
act as the manager and supervisor of the safety plan and to participate in the
Employer's airport-wide health and safety programme;
(c) adhere to the principles and procedures contained in the safety plan and in any
amendment, variation or addition thereto which have been reviewed without
objection; and
(d) ensure that sufficient personnel are dedicated to the implementation of the
safety plan and all safety procedures contained therein.
19.3 If at any time:-
(a) the safety plan is, in the Project Manager's opinion, insufficient or requires
revision or modification to ensure the security of the Works and the safety of
all workmen upon and visitors to the Site; or
(b) the level of accidents on any part of the Site exceeds any level laid down in
Government proposals for safety,
the Project Manager may instruct the Contractor to revise the safety plan and the
Contractor shall within fourteen days submit the revised plan to the Project Manager for
review pursuant to clause 8.
19.4 If at any time the safety plan is not, in the Project Manager's opinion, being properly
and fully implemented, the Project Manager may notify the Contractor in writing of
such failure and the Contractor shall take all necessary steps to rectify the failure
immediately.
19.5 Without prejudice to the generality of this clause 19, the Contractor shall:
(a) provide all facilities, access and assistance to the Project Manager to enable
him to monitor and verify that the safety plan is being properly and fully
implemented;
(b) continuously review the safety plan and submit any revisions to the Project
Manager for his review pursuant to clause 8;

19.6 The Contractor shall co-operate with the Employer in the implementation of the
Employer's airport-wide health and safety programme, health and safety management
plans and related policies of the Employer.
20. Care of the Works
20.1 The Contractor shall, subject to clauses 20.3 and 20.5, be fully responsible for the care
of:-
(a) the Works (whether on the Site or elsewhere); and
(b) all Contractor's Equipment and consumables on the Project Site or being
delivered to the Project Site in connection with the Works
from the date for the commencement of the Works identified in the Specification until
twenty-eight days after the date of issue of the Completion Certificate for the Works
whereupon the responsibility for the care of the Works shall pass to the Employer.
20.2 The Contractor shall be fully responsible for the care of any work which he undertakes
to finish or which he otherwise carries out during any Defects Liability Period until the
work has been completed, whereupon the responsibility for the care of the work shall
pass to the Employer.
20.3 If a Completion Certificate is issued for any Section or any other part of the Works, the
Contractor shall:-
(a) execute the remainder of the Works in such manner as not to prejudice the
care, maintenance and condition of the Section or other part; and
(b) cease to be responsible, under clause 20.1, for the care of the Section or other
part twenty-eight days after the date of issue of that Completion Certificate
whereupon the responsibility for the care of the Section or other part shall pass
to the Employer.
20.4 Except to the extent caused by any of the Excepted Risks defined in clause 20.6, if any
loss or damage arises to:-
(a) the Works; or
(b) Contractor's Equipment or consumables
while the Contractor is responsible for the care thereof the Contractor shall, with all
possible speed, rectify the loss or damage so that the Works are executed in accordance
with the Contract. The Contractor shall also be liable for any loss or damage to the
Works occasioned by him in the course of any operation carried out by him for the
purpose of complying with his obligations under clause 51.
20.5 If and to the extent that there is any loss or damage to the Works, Contractor's
Equipment or consumables caused by any of the Excepted Risks, the Contractor shall, if
and to the extent instructed, rectify the loss or damage. If, in compliance with an
instruction issued pursuant to this clause 20.5, the Contractor is prevented from
achieving any Stage or substantially completing the Works or any Section by the
relevant Key Date or incurs Cost which the Contractor did not and had no reason to
anticipate then, if the Contractor claims additional time and/or payment therefor, the
Project Manager shall give a decision pursuant to clause 44 and/or clauses 54 and/or 55.

20.6 "Excepted Risks" are:-
(a) outbreak of war (whether war be declared or not) in which Hong Kong shall
be actively engaged;
(b) invasion of Hong Kong;
(c) act of terrorists in Hong Kong;
(d) civil war, rebellion, revolution, insurrection or military or usurped power in

Hong Kong;
(e) riot, commotion or disorder in Hong Kong otherwise than amongst the
employees of the Contractor, or any of his sub-contractors of any tier currently
or formerly engaged on the Works;
(f) ionising radiation, or contamination by radioactivity from any nuclear fuel, or

from any nuclear waste from the combustion of nuclear fuel, radioactive, toxic,
explosive, or other hazardous properties of any explosive nuclear assembly or
nuclear component thereof, unless the source or cause of the radiation,
radioactivity or other hazard is brought to or near the Project Site by the
Contractor or any of his sub-contractors of any tier;
(g) pressure waves caused by aircraft or other aerial devices travelling at sonic or
supersonic speeds;
(h) the Employer's design of the Works insofar as damage or loss is the direct
consequence thereof; and
(i) a cause due to use or occupation of the Works or any part thereof or the
neglect or default by or on behalf of the Employer.
21. Damage to property and injury to persons - indemnities
21.1 The Contractor shall (save to the extent that the Contract expressly provides otherwise)
be liable for and indemnify the Employer against liability in connection with:-
(a) the death or illness of or injury to any person; and
(b) the loss of or damage to any property other than the Works
arising out of or in connection with the Works.
21.2 The scope of the Contractor's liability and indemnity pursuant to clause 21.1 shall be
reduced proportionately to the extent that any neglect or default of the Employer caused
or contributed to the death, illness, injury, loss or damage.
21.3 The Employer shall be liable for and indemnify the Contractor against liability in
connection with death, illness, injury, loss and damage referred to in clause 21.1 arising
out of or connected with:-
(a) the use or occupation of land provided by the Employer by the Permanent
Works or for the purposes of the execution of the Works or interference,

whether temporary or permanent, with any right of way, navigation, light, air
or water or other easement or quasi easement;
(b) the right of the Employer to execute the Works on, over, under, in or through
any land, sea or foreshore;
(c) damage that is the inevitable consequence of the execution of the Works; and
(d) neglect or default of the Employer.
21.4 The scope of the Employer's liability and indemnity pursuant to clause 21.3 shall be
reduced proportionately to the extent that the act or neglect of the Contractor or his sub-
contractors of any tier caused or contributed to the death, illness, injury, loss or damage.
22. Giving of notices and payment of fees etc
22.1 The Contractor shall give all notices and pay all fees required to be given or paid by any
Enactment in connection with the execution of the Works and by the rules and
regulations of any Relevant Authority whose property or rights are or may be affected in
any way by the Works or their execution; if any new fee is imposed or if any existing
fee is increased, after the date of the Letter of Acceptance, the new fee or increase shall,
notwithstanding the terms of Clause 24.2, also be at the expense of the Contractor.
22.2 Except where otherwise stated in the Contract, the Contractor shall pay any royalty, rent
and other payment or compensation in relation to Temporary Works or Contractor's
Equipment required in connection with the Works.
23. Audited accounts
23.1 The Contractor shall submit to the Employer copies of his six-monthly and annual
audited accounts within three months of the end of the period to which the accounts
relate and such other additional financial information relating to the said accounts as the
Employer may reasonably request from time to time.
23.2 The Contractor shall inform the Employer if he becomes aware of any material adverse
change to his financial position since he last submitted accounts pursuant to this clause
23.
23.3 If the Contractor comprises more than one entity, the Contractor's obligations pursuant
to this clause 23 shall apply to each entity.
23.4 The Contractor shall use all reasonable endeavours to procure the submission to the
Employer of copies of any Nominated Sub-Contractor's annual audited accounts within
three months of the end of the period to which the accounts relate and such other
additional financial information relating to the said accounts as the Employer may
reasonably request from time to time. The Contractor shall also inform the Employer if
he becomes aware, and shall use all reasonable endeavours to procure that any
Nominated Sub-Contractor informs the Employer if the Nominated Sub-Contractor
becomes aware of any material adverse change to the Nominated Sub-Contractor's
financial position since the Nominated Sub-Contractor's accounts were last submitted
pursuant to this clause 23.

24. Compliance with Enactments
24.1 The Contractor shall in connection with the Works and their execution, comply in all
respects with:-
(a) the provisions of any Enactment;
(b) any condition attached to any permit or exemption issued pursuant to any
Enactment; and
(c) the rules and regulations of Relevant Authorities,
and any addition or amendment made thereto after the date of the Letter of Acceptance
and shall indemnify the Employer against any liability and/or penalty to the extent
arising from breach by the Contractor of the Enactment, condition, rules or regulations.
24.2 In the event that, after the date of the Letter of Acceptance, any addition or amendment
is made to any Enactment or any condition attached to any permit or exemption issued
pursuant to any Enactment which, in the opinion of the Project Manager, could not
reasonably have been foreseen by an experienced contractor at the date of the Letter of
Acceptance, then, without prejudice to clause 13.3, if the Contractor is prevented from
achieving any Stage or substantially completing the Works or any Section by the
anticipate (other than in respect of any new fee or increase in any existing fee required
to be given or paid by any Enactment in connection with the execution of the Works)
then, if the Contractor claims additional time and/or payment therefor, the Project
Manager shall give a decision pursuant to clause 44 and/or clause 54 and/or clause 55.
25. Language of notices etc
25.1 Any notice which the Contractor is required to exhibit either for the benefit of the public
or his employees and all written and printed matter, affixed to the Permanent Works or
otherwise required for operation and maintenance shall be in English and in Chinese
characters and such other language as may be required.
26. Interference and nuisance
26.1 The Works shall, so far as compliance with the requirements of the Contract permit, be
executed so as to avoid unnecessary or improper nuisance or disturbance to or
interference with the public or the access to or use or occupation of public roads,
footpaths, waterways, anchorages, navigation channels or properties whether in the
possession of the Employer or of any other person.
26.2 The Contractor shall be liable for and indemnify the Employer against liability in
connection with any breach of clause 26.1 save to the extent that any neglect or default
of the Employer caused or contributed to the breach.
27. Intellectual property rights
27.1 The Contractor shall indemnify the Employer against liability in Hong Kong or any
country in connection with infringement of any intellectual property right existing
anywhere in the world in respect of anything used in or required for the Works or their
operation and maintenance in service (except to the extent that infringement was
unavoidable as a result of the requirements of the Specification, the Employer's
Drawings or any instruction save insofar as they incorporated the Contractor's design).

27.2 The Contractor shall, at the Employer's request and in accordance with the Employer's
requirements, defend any claim or proceeding against the Employer in connection with
any alleged infringement referred to in clause 27.1.
27.3 In so far as the intellectual property rights existing anywhere in the world in respect of
anything used in or required for the Works or their operation, repair, maintenance,
replacement or extension shall be vested in the Contractor, the Contractor grants to the
Employer, his successors and assigns a royalty-free, non-exclusive and irrevocable
licence (carrying the right to grant sub-licences) to use, reproduce, modify, adapt and
translate any of the works, designs or inventions incorporated or referred to in anything
used or required as aforesaid for all purposes relating to the Works or the Airport. To
the extent that beneficial ownership of any such intellectual property right is vested in
anyone other than the Contractor, the Contractor shall use his best endeavours (save in
respect of and to the extent of the things excepted from clause 27.1, as to which the
Contractor shall use reasonable endeavours) to procure that the beneficial owner thereof
shall as soon as possible grant a like licence to the Employer. Any licence pursuant to
this clause 27.3 shall not be determined if the Contractor shall for any reason cease to be
employed in connection with the Works and the Contractor shall execute such
documents and do all other things as may be necessary to give effect to and protect the
licence including, without limitation, notifying purchasers of any right of the existence
of the licence.
27.4 If the Contractor uses proprietary software for the purpose of storing or utilising records
the Contractor shall procure the grant of a licence or sub-licence to use, reproduce,
modify, adapt and translate the software in favour of the Employer and shall pay such
licence fee or other payment as the grantor of the licence may require provided that the
licence may be restricted to use, reproduction, modification, adaptation and translation
relating to the Airport.
27.5 In this clause intellectual property rights shall include, but not be limited to, patent,
copyright, design rights, trademarks and confidential information.
28. Other Contractors
28.1 The Contractor shall be deemed to be aware that the continuing construction and
development of the Airport involves many contractors and activities and therefore
requires continuous and close co-ordination and co-operation amongst the Contractor,
Other Contractors and Relevant Authorities. Without prejudice to clause 15, the
Contractor shall co-ordinate the execution of the Works with the works and activities of
Other Contractors and Relevant Authorities and shall be deemed to have made adequate
allowance in the Works Programme in respect of its obligations under this clause 28.
28.2 The Contractor shall (independent of any liability pursuant to Clause 47 in respect of
delay in the substantial completion of the Works or any Section or the achievement of
any Stage) be liable for any loss and expense incurred by the Employer arising from any
breach by the Contractor of his obligations under Clause 28.1.
29. Publicity and disclosure
29.1 The Contractor shall not publish or otherwise circulate, alone or in conjunction with any
other person, any article, photograph or other material relating to the Contract, any
Dispute, the Project Site or any part thereof, nor impart to the press or any radio or
television station any information relating thereto, nor allow any representative of the
media access to the Site except with consent. The Contractor shall ensure that each of
his sub-contractors of any tier and each parent company or shareholder of each entity

comprising the Contractor is bound by a like obligation and the Contractor shall enforce
the same.
29.2 The Contractor may disclose relevant information to bankers or third parties taking a
charge or assignment, or having the bona fide intention thereof, pursuant to clause 4.2,
provided that:-
(a) he first obtains the Project Manager's consent (which shall not be
unreasonably withheld); and
(b) he shall use his reasonable endeavours to procure that the bankers and third
parties shall keep the information confidential.
29.3 The Employer and any third party referred to in clause 4.3 may use any information
provided by the Contractor in accordance with the Contract, but the Employer shall not,
and the Employer shall use reasonable endeavours to procure that any third party
referred to in clause 4.3 shall not, divulge that information except for any purpose
connected with the Works or the Airport.
30. Offering gratuities
30.1 If the Contractor shall be found to have offered or given any advantage (including
excessive hospitality), gratuity, bonus, discount, bribe or loan of any sort to any agent or
employee of Government, to the Employer or to any member of the Employer's staff or
to any other person acting on behalf of Government or the Employer in respect of or in
connection with the Works, the Contractor shall be liable for any loss or expense
incurred by the Employer and the provisions of clause 71 shall apply. The Contractor
shall ensure that each of his sub-contractors of any tier is bound by a like obligation and
the Contractor shall enforce the same.
INSURANCE
31. Employer’s insurance
31.1 Without limiting the Employer’s other obligations or the Contractor’s obligations, the
Employer shall take out and maintain (subject to any amendment required by insurers
other than as a result of default of the Employer) the policies of insurance referred to in
respect of this clause 31 in the Specification for the benefit of and in the joint names of
the Employer, the Contractor and his sub-contractors of any tier.
31.2 The Contractor shall comply with the terms of the policies referred to in clause 31.1 and
shall notify insurers and the Employer forthwith if an event giving rise to an insurance
claim occurs and shall do all things necessary to obtain proper settlement of the claim.
Subject to any term requiring payment to or as directed by security agents or equivalent
third parties, all moneys payable under the said policies shall be, and the Contractor
shall procure that they shall be, paid to the Employer who shall release any part thereof
relating to claims of the Contractor to the Contractor within a reasonable time having
regard to the progress of rectification of the loss or damage to which the claim relates.
32. Contractor’s insurance
32.1 Without limiting his other obligations or the obligations of the Employer, the Contractor
shall:

(a) in the joint names of the Employer, the Contractor and his sub-contractors of
any tier, insure and keep insured the Works and consumables for their full
replacement value, during manufacture and in transit to the point where the
Works or consumables are covered by the policies effected pursuant to clause
31.1, against all perils usually and reasonably insurable provided that the
Project Manager may review without objection a policy of insurance
notwithstanding it is not in the joint names of the Employer and the Contractor,
if the Employer’s interest is notified to and accepted in writing by the insurer;
(b) in the joint names of the Employer, the Contractor and his sub-contractors of
any tier, insure and keep insured the Contractor’s Equipment for its full
replacement value, whilst on or off the Site or in transit, against all perils
usually and reasonably insurable provided that the Project Manager may
review without objection of a policy of insurance notwithstanding it is not in
the joint names of the Employer and the Contractor, if the Employer’s interest
is notified to and accepted in writing by the insurer;
(c) if required by Appendix 1 to the Form of Tender, take out and maintain in
respect of his design obligations under clause 10.3(a) professional indemnity
insurance for a limit of cover of not less than levels stated in Appendix 1 to
the Form of Tender for each occurrence or series of occurrences arising out of
one event (with reinstatement of cover twice) from the date of the Letter of
Acceptance until twelve years from the date of the issue of the Completion
Certificate for the Works provided that if the Contractor considers that such
cover is not available at reasonable rates, the Contractor shall immediately
inform the Project Manager and the level of cover or terms for the purposes of
this clause 32.1(c) shall be the maximum level or best terms which are
obtainable in the international insurance market at rates which are, in the
Project Manager’s opinion, reasonable; and
(d) take out and maintain insurance in respect of claims for the death of or bodily
injury to any person under a contract of service or apprenticeship with the
Contractor or any of his sub-contractors of any tier and arising out of and in
the course of the person’s employment.
32.2 Insurances in accordance with clause 32.1 shall be effected with insurers and on terms
reviewed without objection, shall cover all risks usually covered by such insurances and
shall, to the extent of the cover, indemnify the Employer in respect of loss, expense and
liability in connection with the Works.
32.3 Notwithstanding clause 32.1(b), the Employer may at its discretion elect to insure any
of the Contractor’s Equipment by notifying the Contractor of such election and
identifying the relevant Contractor’s Equipment. If the Employer exercises this option
the Contractor’s obligation to insure such identified Contractor’s Equipment shall cease
with effect from seven days after the date of such notification.
32.4 The Contractor shall procure that the insurance referred to in or required by clause
32.1(d) and all insurances in respect of vehicles and craft used in connection with the
Works as required by any Enactment shall be endorsed to note the interest of the
Employer.
33. General insurance obligations
33.1 If the Employer fails to comply with the terms of the policies of insurance effected by
him pursuant to clauses 31.1 and 32.3 or if the Contractor fails to comply with the terms

of any of the insurance policies effected in connection with the Works, the party that is
in default shall indemnify the other party against all loss, expense and liability arising
from the failure.
33.2 If the Employer or the Contractor fails to effect and keep in force any of the insurance
policies referred to in clauses 31 and 32 respectively, the party that is not in default may
effect and keep in force that insurance and may recover from the party in default a sum
equivalent to the premium or premiums paid.
33.3 The Contractor shall be deemed to have satisfied himself and to have caused his sub-
contractors of any tier to have satisfied themselves with regard to the extent of the cover
provided by the policies referred to in clause 31.1.
33.4 The Contractor shall promptly supply to insurers all documentation and information
which they may reasonably require to effect and maintain the policies effected in
connection with the Works and shall comply with all reasonable procedural
requirements of insurers which may be issued from time to time. In the case of policies
effected by the Employer pursuant to clauses 31.1 and 32.3, the Contractor shall supply
all documentation and information to the Project Manager for onward transmission to
insurers.
33.5 The Employer shall whenever reasonably required, produce to the Contractor
confirmation from his insurers, or their duly authorised agents, that the policies effected
by him pursuant to clauses 31.1 and 32.3 remain current together with evidence of
payment of the last premium due.
33.6 The Contractor shall, whenever instructed to do so by the Project Manager, produce any
relevant policy of insurance effected by him in connection with the Works, together
with a certificate from the insurers, or their duly authorised agents, certifying that the
insurance has been effected and the last premium due has been paid.
QUALITY OF PERMANENT WORKS AND WORKMANSHIP; DEFECTS AND

TESTS
34. Quality management
34.1 The Contractor shall:-
(a) establish, maintain and implement a quality system in accordance with the
Specification; and
(b) submit to the Project Manager for review, pursuant to clause 8, fully detailed
quality plans in accordance with the Specification.
35. Permanent Works and workmanship
35.1 All goods, materials and other constituent parts of the Permanent Works, consumables
and workmanship shall be of the respective character, standard or kind required by the
Contract and where goods, materials and other constituent parts of the Permanent
Works and consumables are specified or selected by the Contractor, he shall use all the
skill and care to be expected of a professionally qualified and competent designer
experienced in work of a similar nature and scope to the Works in such specification or
selection. Unless expressly provided to the contrary in the Contract, all goods, materials
and other constituent parts of the Permanent Works (save in respect of any fill or

naturally occurring material to be used in the Permanent Works) and consumables shall
be new.
36. Inspection
36.1 The Project Manager and others authorised by him shall have the right to watch and
inspect the Works at all times during the execution of the Works and in all places
whether on or off the Site.
37. Covering and uncovering parts of the Works
37.1 The Contractor shall give notice to the Project Manager, in sufficient time to enable the
Project Manager to carry out inspection without delaying the progress of the Works,
before covering up any work or putting it out of view.
37.2 The Contractor shall uncover or make openings in any part of the Works as may be
instructed at any time during the progress of the Works and shall reinstate the part in
accordance with the Contract.
37.3 If, as a result of any instruction pursuant to clause 37.2, the Contractor is prevented
from achieving any Stage or substantially completing the Works or any Section by the
anticipate, then, if the Contractor claims additional time and/or payment therefor, the
Project Manager shall give a decision pursuant to clauses 44 and/or 55 provided that this
clause 37.3 shall not apply if part of the Works to which the instruction related was
found not to comply with the Contract or if the instruction resulted from breach of
clause 37.1.
38. Removal of unsatisfactory parts of the Works
38.1 The Project Manager may at any time give instructions to the Contractor in regard to the
removal, re-execution or substitution of the Works or any part thereof if, in the Project
Manager's opinion, the Works are not or the part is not in accordance with the Contract.
38.2 If, in the Project Manager's opinion, the Permanent Works are not, or any part thereof is
not, in accordance with the Contract, he may:-
(a) issue a Completion Certificate in respect of the Permanent Works pursuant to

clause 48.4 or issue a notice of acceptance of the part of the Permanent Works
although the Permanent Works are not, or the part thereof is not, in accordance
with the Contract. The exercise of these powers shall be without prejudice to
the Employer's other rights and remedies which shall include the right for the
Project Manager to reduce the Final Contract Sum by such amount as, in the
Project Manager's opinion, reflects the reduction in value of the Permanent
Works or part thereof; or
(b) if, in the Project Manager's opinion, the Employer is substantially deprived of
the benefit of the Permanent Works or the part thereof, issue a certificate to
that effect and within seven days the Employer may by notice terminate the
Contractor's employment in relation to the Permanent Works or the part
thereof. The Employer shall, without prejudice to his other rights and
remedies, be entitled to recover all sums paid in respect of the Permanent
Works or the part thereof together with the cost of dismantling the same,
clearing the Site and returning the Permanent Works or the part thereof to the
Contractor or otherwise disposing thereof in accordance with the Contractor's

requirements. Notwithstanding any other provision of the Contract, the
Contractor shall have no right to payment for the Permanent Works or the part
thereof and property therein shall revest in the Contractor upon its return or
other disposal.
38.3 Upon the issue of a notice of acceptance pursuant to clause 38.2(a), the Contractor shall
not be obliged to do further work to the part of the Permanent Works which is the
subject of the notice unless and until otherwise instructed but the part of the Permanent
Works shall remain at the Contractor's risk until it is the subject of a Completion
Certificate.
38.4 The powers of the Project Manager pursuant to this clause 38 shall not be exercisable in
relation to the Works, or any part thereof, if the Works are, or the part is, the subject of
a Completion Certificate. In any such case the Project Manager's powers shall be those
set out in clause 51.
39. Testing
39.1 The Works shall be subjected from time to time during the execution of the Works to
such tests (including the provision of samples and procuring and permitting third party
inspections) as are:-
(a) specified in the Contract; or
(b) instructed or reviewed without objection
at such places on or off the Site as are specified or instructed or reviewed without
objection.
39.2 The Contractor shall carry out such tests, and provide such assistance, facilities, labour,
equipment and other things for all tests, as are required of the Contractor in accordance
with the Contract.
39.3 The Contractor shall comply with the testing procedures set out in the Specification and
shall submit to the Project Manager for review, pursuant to clause 8, all documents
required by those procedures or otherwise necessary in advance of testing.
39.4 The Contractor shall submit to the Project Manager for his information test data as
follows:-
(a) at the beginning of each week, or at such other interval as the Project Manager
may instruct, a written report summarising the outcome of all tests undertaken
during the preceding week or interval, identifying the results, certificates and
other data relating to the tests which have been archived in accordance with
clause 57 and identifying, in the case of failed tests, the remedial measures
being taken and the provisions for re-testing; and
(b) without delay following the request, any other information relating to tests
requested by the Project Manager.
39.5 If, in the Project Manager's opinion, any of the tests is being unduly delayed or is or has
been improperly performed, he may by instruction fix a date by which the Contractor
shall make or facilitate the tests or properly perform them. If the Contractor fails to
make or facilitate the tests or properly perform them by the date instructed the Project
Manager may make the tests or cause them to be made by others at the risk of the

Contractor. The Contractor shall be liable to the Employer for all loss and expense
incurred in relation thereto.
39.6 Without prejudice to the Project Manager's powers pursuant to clause 38.2, if, in the
Project Manager's opinion, the Works fail, or any part thereof fails, any test, the
Contractor shall submit such proposals and carry out or facilitate such investigations
and further or repeat tests as may be instructed and the Contractor shall be liable to the
Employer for all loss and expense incurred in relation thereto including the costs of re-
testing the works of Other Contractors. The Contractor shall also execute all necessary
repairs, replacement and making good.
39.7 If, as a result of any test instructed pursuant to clause 39.1(b), the Contractor is
no reason to anticipate, then, if the Contractor claims additional time and/or payment
therefor, the Project Manager shall give a decision pursuant to clause 44 and/or clauses
54 and/or 55 provided that this clause 39.7 shall not apply if the test indicates that any
part of the Works was not in accordance with the Contract or to any repeat test in
accordance with the Contract.
40. Access
40.1 The Contractor shall give or procure access and all reasonable facilities for the Project
Manager and others authorised by him to all places on or off the Site to enable the
Project Manager's powers and duties to be exercised and performed.
COMMENCEMENT, COMPLETION AND DELAY
41. Commencement
41.1 The Contractor shall commence the Works on the date for commencement of the Works
identified in the Specification and shall execute the Works with due diligence and
expedition.
42. Rights of access
42.1 The Employer shall give to the Contractor from time to time access to so much of the
Site as may be required to enable the Contractor to execute the Works in accordance
with the Works Programme provided that the Employer shall not be required to give
access contrary to any limitation identified in the Contract.
42.2 Unless the Contract expressly provides otherwise the Contractor shall not be entitled to
uninterrupted access to or an exclusive right to occupation of the Site or any part thereof.
42.3 The Contractor shall give notice to the Project Manager, in sufficient time for the
Employer to arrange for access to be given without delaying the progress of the Works,
of the access the Contractor requires to execute the Works. The Employer shall not in
any event be obliged to give access in advance of dates for access identified in the
Works Programme.
42.4 If, as a result of any failure or inability to provide or delay in providing access pursuant
to clause 42.1 following a notice in accordance with clause 42.3, the Contractor is

no reason to anticipate then, if the Contractor claims additional time or payment therefor,
the Project Manager shall give a decision pursuant to clauses 44 and/or 55.
43. Time for completion
43.1 The Contractor shall substantially complete the Works and any Section and achieve any
Stage by the relevant Key Dates.
44. Extension of Time
44.1 The Contractor shall give notice to the Project Manager as soon as the Contractor can
reasonably foresee any event occurring which is liable to cause any delay to substantial
completion of the Works or any Section or to the achievement of any Stage. The notice
shall in any event be given within fourteen days after commencement of the event, and
shall state the likelihood and probable extent of the delay and specify whether the
Contractor considers he is or may become entitled to an extension of time in respect of
the effects of the event; if so, the Contractor shall cite the provision of clause 44.3
which the Contractor considers to be applicable identifying, in the case of clause 44.3(a),
the relevant clauses.
44.2 The Contractor shall use and continue to use all reasonable endeavours to avoid or
reduce the effects of the event on substantial completion of the Works or any Section or
the achievement of any Stage and shall as soon as practicable but in any event within
twenty-eight days of notification pursuant to clause 44.1 submit by further notice to the
Project Manager:-
(a) full and detailed particulars of the cause, effect and actual extent of the delay
to substantial completion of the Works or any Section or to the achievement of
any Stage; or
(b) where an event has a continuing effect or where the Contractor is unable to
decide whether the effect of an event will actually cause delay to substantial
completion of the Works or any Section or the achievement of any Stage, such
that it is not practicable for the Contractor to submit full and detailed
particulars pursuant to clause 44.2(a), a statement to that effect with reasons
together with interim written particulars (including details of the likely
consequences of the event on progress of the Works and an estimate of the
likelihood or likely extent of the delay); the Contractor shall thereafter submit
to the Project Manager at intervals of not more than twenty-eight days, or such
other period as the Project Manager may direct, further interim written
particulars until the actual delay caused (if any) is ascertainable, whereupon
the Contractor shall as soon as practicable but in any event within twenty-
eight days submit to the Project Manager full and detailed particulars of the
cause, effect and actual extent of the delay; and, in any event
(c) details of the documents that will be maintained to support the claim in
accordance with clause 57; and
(d) details of the measures which the Contractor has adopted and/or proposes to
adopt to avoid or reduce the effects of the event upon substantial completion
of the Works or any Section or achievement of any Stage.

44.3 If the event notified by the Contractor pursuant to clause 44.1 is:-
(a) the subject of a claim pursuant to clauses:
(i) 2.6 (the issue by the Project Manager of an instruction or the failure
or inability to issue or delay in issue of an instruction);
(ii) 3.4 (the reversal or variation of an instruction or decision by the

Project Manager, or the Project Manager’s Representative);
(iii) 6.2 (ambiguities in or discrepancies between the documents

comprising the Contract);
(iv) 7.5 (the failure or inability to issue or delay in issue of further or

amended Drawings or Specifications by the Project Manager);
(v) 13.6 (the presence of unforeseeable physical conditions or artificial

obstructions within the Site);
(vi) 18.2 (errors in setting out due to incorrect data);
(vii) 20.5 (instructions for the rectification of loss or damage due to

Excepted Risks);
(viii) 24.2 (addition or amendment to any Enactment or condition

attached to any permit or exemption);
(ix) 37.3 (the uncovering of acceptable work);
(x) 39.7 (ad hoc successful tests);
(xi) 42.4 (access constraints);
(xii) 49.1 (suspension of the Works);
(xiii) 52.2 (variations);
(xiv) 63.4 (Provisional Sums and Prime Cost Sums);
(xv) 64.8 (engagement of a Nominated Sub-Contractor); or
(xvi) 74.4(b) (special risks); or
(b) any other cause of disturbance to the progress of the Works for which the
Employer or the Project Manager is responsible whether pursuant to or in
breach of any provision of the Contract or otherwise including but not
restricted to any act of prevention or delay by the Employer or the Project
Manager
then the Project Manager shall assess and decide whether the Contractor may fairly be
entitled to an extension of any of the Key Dates.
44.4 Notwithstanding the powers of the Project Manager pursuant to this clause 44 to assess
and decide whether the Contractor is fairly entitled to an extension of time, the
Contractor shall not in any circumstance be entitled to an extension of time if and to the

extent, in the Project Manager's opinion, that the relevant delay is caused directly or
indirectly by breach of the Contract or other default of the Contractor, by the
Contractor's failure to make the proper time allowance which he is deemed to have
made pursuant to clause 13.2, or by an event which is not expressly described in clause
44.3. Without prejudice to the generality of the foregoing, the Contractor shall not be
entitled to an extension of time if the cause of the delay is:-
(a) non-availability or shortage of Contractor's Equipment, Temporary Works,

labour, utility services or parts of the Permanent Works;
(b) an increase in the quantity of any item of work except to the extent that the
increase is the consequence of an instructed variation pursuant to clauses 2 or
52;
(c) any instruction in relation to matters which are the responsibility of the
Contractor under the Contract in the absence of the instruction; or
(d) inclement weather conditions adversely affecting the progress of the Works
(including, without limitation, the hoisting of any rain or storm warning or
strong wind signal).
44.5 If, pursuant to clause 44.3 the Project Manager considers that the Contractor may fairly
be entitled to an extension of any of the Key Dates, the Project Manager shall within
twenty-eight days or such further time as may be reasonable in the circumstances of:-
(a) receipt of full and detailed particulars of the cause and actual effect of any
delaying factor; or
(b) where an event has a continuing effect or where the Project Manager
anticipates a significant delay before the actual effect of an event becomes
ascertainable and the Project Manager considers an interim extension of time
should be granted, receipt of such particulars as in the Project Manager's
opinion are sufficient for him to decide the interim extension of time,
assess, decide, grant and notify the Contractor of the extension. The Project Manager in
assessing and deciding any extension shall take into account all the circumstances
known to him at that time, including the effect of any omission of work or substantial
decrease in the quantity of work.
44.6 The Project Manager may at any time following notification of an event pursuant to
clause 44.1 assess, decide and notify the Contractor whether or not the event constitutes
a potential ground upon which an extension of time may be granted pursuant to this
clause 44.
44.7 The Project Manager may, in the absence of any claim in accordance with the
requirements of this clause 44, assess and decide the delay that he considers has been
suffered by the Contractor as a result of any of the events described in the clauses to
which clause 44.3(a) refers or any of the events described in clause 44.3(b); in which
case he shall grant and notify the Contractor of the extension to any Key Date which he
decides upon.
44.8 If the Project Manager decides that the Contractor is not entitled to an extension, the
Project Manager shall as soon as reasonably practicable notify the Contractor
accordingly.

44.9 (a) Without prejudice to the Project Manager's powers pursuant to clauses 44.5(b)
and 44.7, the Contractor shall not be entitled to an extension of time by reason
of any delay unless the delay actually affects substantial completion of the
Works or any Section or the achievement of any Stage by the relevant Key
Date;
(b) whether or not the Contractor fails to achieve any Milestone by reason of any
delay shall not of itself be material to the issue of the Contractor's entitlement
to an extension of time; and
(c) any extension to a Key Date shall not of itself entitle the Contractor to an
extension to any other Key Date.
44.10 The Project Manager shall within fifty-six days of the issue of the Completion
Certificate for the Works review and finally decide and certify the overall extensions of
time (if any) to which he considers the Contractor is entitled in respect of the Works,
any Section or any Stage. The final review shall not result in a decrease in any
extension of time already granted by the Project Manager pursuant to clauses 44.5 or
44.7 or in any period of suspension of liquidated damages or general damages, assessed
and decided pursuant to clause 47.9(c).
44.11 Any extension of time granted by the Project Manager to the Contractor shall, except as
provided elsewhere in the Contract, be deemed to be in full compensation and
satisfaction for any loss or injury sustained or sustainable by the Contractor in respect of
any matter or thing in connection with which the extension shall have been granted and
every extension shall exonerate the Contractor from any claim or demand on the part of
the Employer for the delay during the period of the extension but not for any delay prior
to or continued beyond such period.
45. Rate of progress
45.1 In circumstances where, in the Project Manager's opinion, the Contractor is not entitled
to an extension of time pursuant to clause 44, the Project Manager may, if he considers
that the progress of the Works is too slow to ensure the achievement of any Stage or the
substantial completion of the Works or any Section by the relevant Key Date, notify the
Contractor and the Contractor shall forthwith propose and, subject to consent, take such
steps as are necessary to speed up progress. If the Project Manager considers that the
Contractor's proposals will not ensure the achievement of any Stage or the substantial
completion of the Works or any Section by the relevant Key Date then the Contractor
shall take such other steps as the Project Manager may instruct. If any step taken by the
Contractor involves the Employer in additional costs the costs shall be assessed and
decided by the Project Manager and shall be recoverable by the Employer from the
Contractor.
46. Acceleration
46.1 If, in the Project Manager's opinion, the Contractor might, by taking certain measures:-
(a) overcome or reduce delays for which the Contractor would otherwise be
entitled to an extension of time pursuant to clause 44; or
(b) be able to achieve any Stage or substantially complete the Works or any
Section earlier than the relevant Key Date

then the Project Manager may notify the Contractor of the measures and/or request the
Contractor to submit proposals on the measures to be taken.
46.2 Within fourteen days of receipt by the Contractor of a request pursuant to clause 46.1
the Contractor shall supply to the Project Manager his written proposals containing the
following information:-
(a) the nature of the measures which the Contractor proposes to adopt;
(b) an estimate of any saving of time which could be made by the adoption of the
measures;
(c) the proposed price for the measures; and
(d) any other term proposed by the Contractor.
46.3 Within fourteen days of receipt of any proposal supplied by the Contractor pursuant to
clause 46.2 the Project Manager may instruct the Contractor:-
(a) to provide such further information in connection with the proposals as the
Project Manager may request; and
(b) if in his opinion it is necessary, to submit revised proposals.
46.4 At any time, whether or not the procedures in clauses 46.1 to 46.3 have been followed,
the Project Manager may:-
(a) instruct the Contractor to take any measure agreed between the Project
Manager and the Contractor or, in the absence of agreement, other measures to
accelerate the execution of the Works to achieve any Stage or substantially
complete the Works or any Section by a specified date earlier than the relevant
Key Date and the Contractor shall carry out the measures as instructed with
due diligence; or
(b) decide not to instruct any measure for the time being or at all.
46.5 Subject to the terms of any agreement between the Project Manager and the Contractor
pursuant to this clause 46, if by adopting measures instructed, the Contractor does not
extinguish delays for which he would have been entitled to an extension of time in the
absence of the measures, the Contractor shall nevertheless be granted an extension of
time of the duration of the unextinguished delay.
46.6 The price to be paid for the measures, if the price is not agreed between the Project
Manager and the Contractor, shall be assessed and decided by the Project Manager as
such revisions to the Cost Centre Values as shall, in the Project Manager's opinion, be
fair in all the circumstances.
47. Liquidated damages for delay
47.1 The obligations to achieve any Stage and to substantially complete the Works and any
Section by the relevant Key Dates are separate obligations of the Contractor.
47.2 Appendix 1 to the Form of Tender may attribute to any Key Date a sum which
represents or is less than the Employer's genuine pre-estimate (at a daily or other
periodic rate) of the damages likely to be suffered by the Employer if the Works are not

or any Section is not substantially complete or any Stage is not achieved by the relevant
Key Date. The sum shall constitute liquidated damages and not a penalty.
47.3 The Contractor accepts that the liquidated damages have been estimated on the basis of
damages likely to be suffered as a result of failure to meet any relevant Key Date
irrespective of and independently from any damages which are likely to be suffered as a
result of failure to meet any other Key Date. Accordingly, liquidated damages
attributed to separate Key Dates may run concurrently.
47.4 In respect of Key Dates to which liquidated damages are attributed, if the Contractor
does not achieve any Stage or substantially complete the Works or any Section by the
relevant Key Date the Contractor shall pay or allow to the Employer liquidated damages
calculated using the rates referred to in clause 47.2 as reduced by any certificate issued
pursuant to clause 47.5 until the date when the Stage is achieved or the Works are or the
Section is substantially completed.
47.5 In the event that:
(a) a Completion Certificate is issued in respect of any part of the Works (such
part not being a Section) before the substantial completion of the Works; or
(b) a Completion Certificate is issued in respect of any part of a Section before the
substantial completion of the whole of the Section; or
(c) a Stage Certificate is issued in respect of any part of a Stage before

achievement of the whole of the Stage;
the rate of liquidated damages specified in Appendix 1 to the Form of Tender in respect
of the Works, the Section or Stage, as the case may be (or any rate previously
calculated in accordance with this clause 47.5), shall be reduced by the proportion
which the value of the part completed or achieved bears to the value of the Works, the
Section or Stage (or the remainder thereof) as appropriate, as the same is assessed by
the Project Manager. The Project Manager shall issue a certificate to the Contractor
identifying the reduced rate of liquidated damages which shall be payable by the
Contractor in the event that the remainder of the Works, or the Section is not
substantially completed or the remainder of the Stage is not achieved, by the relevant
Key Date.
47.6 In respect of Key Dates to which no liquidated damages are attributed, the damages to
be paid or allowed by the Contractor to the Employer for failing to achieve any Stage or
to substantially complete the Works or any Section by the relevant Key Date shall be
general damages, as certified by the Project Manager, to compensate the Employer for
the consequences of that failure.
47.7 The total amount of liquidated damages for delay and general damages for delay in
respect of the Works, any Section and any Stage shall be limited in aggregate to the sum
identified as such limit in Appendix 1 to the Form of Tender. If no such limit is
identified the said total shall be unlimited.
`
47.8 The Employer may:-
(a) deduct and retain the amount of any liquidated damages becoming due
pursuant to this clause 47 from any sum due or which becomes due to the
Contractor; or

(b) require the Contractor to pay such amount to the Employer forthwith
provided that if upon any subsequent review the Project Manager:-
(c) grants a relevant extension or further extension of time or issues a suspension

notice pursuant to clause 47.9(c), the Employer shall no longer be entitled to
liquidated damages in respect of the period of such extension or suspension; or
(d) issues a certificate pursuant to clause 47.5 reducing the rate of the liquidated
damages, the Employer shall no longer be entitled to liquidated damages at the
previous rate for any period after the date on which the reduced rate became
applicable,
any sum in respect of any of the said periods in excess of the Employer's entitlement
which may already have been recovered pursuant to this clause 47 shall be reimbursed
forthwith to the Contractor together with interest at the Contract Rate of Interest from
the date on which the sum was recovered from the Contractor.
47.9 Without prejudice to clause 44, if an event as described in clause 44.3 should occur after
liquidated damages have become payable in respect of the Works, any Section or any
Stage:-
(a) the Contractor shall as soon as reasonably practicable so notify the Project
Manager and shall provide such particulars and details of the type described in
clause 44.2 as may be requested;
(b) the Contractor shall use and continue to use his best endeavours to avoid or
reduce delay to the Works, any Section or any Stage other than any further
delay resulting from the said event as to which the Contractor shall use his
reasonable endeavours;
(c) if, in the Project Manager's opinion, the event has resulted in further delay to
the Works, any Section or any Stage, the Project Manager shall so notify the
Contractor and the Employer's entitlement to liquidated damages in respect of
the Works, the Section or the Stage shall be suspended for the period from
commencement of the further delay (the date of which shall be assessed by the
Project Manager and stated in the said notice) until the further delay has either
come to an end or, as the case may be, should have come to an end had the
Contractor used his reasonable endeavours (the date of which shall be assessed
by the Project Manager and stated in a notice to be issued to the Contractor as
soon as reasonably practicable thereafter);
(d) any such suspension shall not invalidate any entitlement to liquidated damages
before the period of further delay started to run or after it ceases; and
(e) the Project Manager may take the steps described in clause 47.9(c)
notwithstanding the absence of any or any timely notification from the
Contractor pursuant to clause 47.9(a).
47.10 The payment of any liquidated damages pursuant to this clause 47 shall not relieve the
Contractor of any obligation or liability save in relation to the payment of damages in
respect of delay in achieving any Stage or substantially completing the Works or any
Section.

COMPLETION CERTIFICATES
48. Completion Certificates
48.1 When the Contractor considers that the Works have been substantially completed
including having satisfactorily passed any of the tests that may be prescribed by the
Contract and provided that he has supplied to the Project Manager the documents which
the Contractor is required by the Contract to supply prior to substantial completion, he
may give notice to that effect to the Project Manager accompanied by a list of the items
of work that, in the Contractor's opinion, are outstanding together with an undertaking
to finish those items of work by dates during the relevant Defects Liability Period. The
notice, list and undertaking shall each be in a form acceptable to the Project Manager
and shall be deemed to be a request by the Contractor for the Project Manager to issue
the Completion Certificate for the Works. The Project Manager shall within twenty-one
days of the date of delivery of the notice, list and undertaking either:-
(a) issue to the Contractor the Completion Certificate stating the date on which in
his opinion the Works were substantially completed in accordance with the
Contract; or
(b) issue instructions to the Contractor specifying the items of work which in the
Project Manager's opinion still need to be done before the issue of the
Completion Certificate for the Works, in which event the Contractor shall be
entitled to receive the Completion Certificate within twenty-one days of
completion to the satisfaction of the Project Manager of the items of work
specified by the instructions, provided that if at any time after the instructions
before the issue of the Completion Certificate for the Works the Project
Manager discovers other items of work which in his opinion need to be done
before the issue of the Completion Certificate for the Works he may issue
further instructions pursuant to this clause 48.1(b).
48.2 Following the same procedure as that described in clause 48.1 for the Works, the
Contractor may request and the Project Manager may issue a Completion Certificate for
any Section provided that for any Section the references to tests and to documents in
clause 48.1 shall be deemed to be references to any test prescribed by the Contract to be
completed and any document required by the Contract to be supplied prior to substantial
completion of the Section.
48.3 Following the same procedure as that described in clause 48.l for the Works, the
Contractor may request and the Project Manager may issue a Stage Certificate when any
Stage has been achieved provided that for any Stage, the references to tests and to
documents in clause 48.1 shall be deemed to be references to any test prescribed by the
Contract to be completed and any document required by the Contract to be supplied
prior to achievement of the Stage, and the undertaking to finish outstanding items of
work shall be to do so as soon as is practicable, but within no more than forty-two days
from the date of issue of the Stage Certificate.
48.4 If, in the Project Manager's opinion, the Works have been or any Section or any other
part of the Works has been substantially completed or substantially completed subject to
certain outstanding items (including, without limitation, tests) he may issue a
Completion Certificate in respect of the Works, the Section or the other part of the
Works and upon the issue of the certificate the Contractor shall be deemed to have
undertaken to complete the outstanding items of work during the relevant Defects
Liability Period by dates to be instructed.

48.5 If, in the Project Manager's opinion, any Stage or any part of any Stage has been
achieved or achieved subject to certain outstanding items (including, without limitation,
tests) he may issue a Stage Certificate in respect of the Stage or the part of the Stage and
upon the issue of the certificate the Contractor shall be deemed to have undertaken to
complete the outstanding items of work by dates to be instructed.
48.6 Achievement of any Stage shall not of itself constitute completion or substantial
completion of any Section or any other part of the Works for the purposes of clauses
48.2 and 48.4.
SUSPENSION
49. Suspension
49.1 The Contractor shall, on the Project Manager's instruction, suspend the execution of the
Works, any Section or any other part of the Works for such time or times and in such
manner as the Project Manager may consider necessary and shall during the suspension
properly protect and secure the Works or the Section or other part of the Works which is
subject to that instruction. If, as a result of compliance with an instruction pursuant to
this clause 49, the Contractor is prevented from achieving any Stage or substantially
completing the Works or any Section by the relevant Key Date or incurs Cost which the
Contractor did not and had no reason to anticipate then, if the Contractor claims
additional time and/or payment therefor, the Project Manager shall, except to the extent
that the suspension is:-
(a) instructed pursuant to clause 49.2;
(b) necessary by reason of weather conditions affecting the safety or quality of the
Works; or
(c) necessary for the proper execution or for the safety of the Works,
give a decision pursuant to clauses 44 and/or 55.
49.2 The Project Manager may issue instructions to suspend the Works, any Section or any
other part of the Works if, in the Project Manager's opinion, the Contractor is in breach
of any of his obligations.
49.3 If, when an instruction has been given pursuant to this clause 49, there has not been an
instruction to resume work within a period of three months from the date of the
instruction to suspend work, then the Contractor may, unless the suspension is otherwise
provided for in the Contract or continues to be necessary by reason of some breach of
the Contract or other default on the part of the Contractor, serve a notice on the Project
Manager requesting him, within twenty-eight days from the receipt of the notice, to
issue an instruction to resume work. If within the said twenty-eight days the Project
Manager does not issue the instruction or give notice that in his opinion the suspension
continues to be necessary by reason of some breach or default as aforesaid, the
Contractor by a further notice may elect to treat the suspension, where it affects part
only of the Works, as an omission of the part pursuant to clause 52 or, where it affects
the Works, as a termination of the Contractor's employment by the Employer.

OUTSTANDING WORK AND DEFECTS
50. Outstanding Work
50.1 The Contractor shall at the times instructed by the Project Manager execute any work
outstanding referred to in an undertaking given or deemed to be given pursuant to clause
48 and shall deliver up to the Employer the Works, any Section or any other part of the
Works to which the work outstanding relates in the condition required by the Contract
(fair wear and tear excepted) as soon as practicable and in accordance with instructions.
50.2 If the work outstanding is of such a character as may affect the validity of the results of
any of the tests required by the Contract, the Project Manager may within one month of
the completion of that work instruct the Contractor to repeat such tests in which case the
tests shall be carried out as provided in clause 39.
50.3 Where the execution of the work outstanding could interfere with work by Other
Contractors, with the use of the Airport or with the use of the Works, any Section or any
other part of the Works by the Employer the Contractor shall execute the work in a
manner and at times instructed by the Project Manager so as to avoid or, if it cannot be
avoided, minimise interference.
51. Investigating defects and work of repair and additional work
51.1 The Contractor shall, in accordance with any instruction issued during any Defects
Liability Period or within fourteen days after its expiration:-
(a) investigate the cause of any defect, imperfection or fault;
(b) execute maintenance work including any work of replacement, repair,

rectification and making good any defect, imperfection, settlement or other
fault (whether intermittent or otherwise) identified before the expiry of the
Defects Liability Period. The work shall be executed within such period as
instructed, or in the absence of such instruction, as soon as is practicable; and
(c) execute any other work in connection with the Permanent Works, including
the supply of goods and materials which, in the Project Manager's opinion, it
is feasible and reasonable for the Contractor to execute.
51.2 If, in the Project Manager's opinion, the defect, imperfection or fault investigated or the
work executed pursuant to clause 51.1(a) and (b) is not the result of any breach of the
Contract or other default on the part of the Contractor then, if the Contractor claims
additional payment therefor, the Project Manager shall give a decision pursuant to
clause 55.
51.3 In relation to any work executed pursuant to clause 51.1(c), the Project Manager shall
give a decision pursuant to clause 55. The Cost of the said work shall, notwithstanding
the definition of Cost, include a reasonable allowance for profit.
51.4 Where any work is carried out pursuant to clause 51.1(b) and is not work to which
clause 51.2 applies then the terms of this clause 51 shall apply to the work for the
extended Defects Liability Period and similarly to outstanding work executed pursuant
to clause 50.1.

51.5 If, during any Defects Liability Period or within fourteen days of its expiry, in the
Project Manager's opinion, the Permanent Works are not, or any part thereof is not, in
accordance with the Contract, he may:-
(a) issue a notice of acceptance of the Permanent Works or the part thereof
although the Permanent Works are not, or the part thereof is not, in accordance
with the Contract whereupon the Contractor shall not be obliged to do further
work to the Permanent Works or the part thereof which is the subject of the
notice unless and until otherwise instructed. The exercise of these powers
shall be without prejudice to the Employer's other rights and remedies which
shall include the right for the Project Manager to reduce the Final Contract
Sum by such amount as, in the Project Manager's opinion, reflects the
reduction in value of the Permanent Works or the part thereof; or
(b) if the Employer is substantially deprived of the benefit of the Permanent

Works or the part thereof, issue a certificate to that effect and within seven
days the Employer may by notice terminate the Contractor's employment in
relation to the Permanent Works or the part thereof. The Employer shall,
without prejudice to his other rights and remedies, be entitled to recover all
sums paid in respect of the Permanent Works or the part thereof together with
the cost of dismantling the same, clearing the Site and returning the Permanent
Works or the part thereof to the Contractor or otherwise disposing thereof in
accordance with the Contractor's requirements. Notwithstanding any other
provision of the Contract, the Contractor shall have no right to payment for the
Permanent Works or the part thereof and property therein shall revest in the
Contractor upon its return or other disposal.
51.6 If the maintenance work is such that it may affect the validity of any of the tests
required by the Contract, the Project Manager may instruct, within twenty-eight days
after completion of the work, that the tests be repeated to the extent necessary. The tests
shall be carried out in accordance with clause 39 and the maintenance work shall not be
considered as completed until satisfactory completion of the repeat tests.
51.7 Within fourteen days of completion of the maintenance work in accordance with clause
51.1(b), the Contractor shall, where applicable, submit to the Project Manager for
review, pursuant to clause 8, appropriate revisions to the documents referred to in clause
48.1.
VARIATION
52. Variations
52.1 The Project Manager may instruct any variation to the Works that is in his opinion
desirable in connection with the Works. The variations may include but shall not be
limited to:-
(a) additions, omissions, substitutions, alterations, changes in quality, form,

character, kind, position, dimension, level or line;
(b) changes to any sequence, method or timing of construction specified in the

Contract; and
(c) changes to access to the Project Site, or the Site or any parts thereof.

52.2 If, in compliance with an instruction pursuant to clause 52.1, the Contractor is prevented
from achieving any Stage or substantially completing the Works or any Section by the
relevant Key Date or becomes entitled to an extension of time pursuant to clause 52.5(b)
or incurs Cost which the Contractor did not and had no reason to anticipate and is not
recovered pursuant to clauses 53 or 54 then, if the Contractor claims additional time
and/or payment therefor, the Project Manager shall give a decision pursuant to clauses
44 and/or 55.
52.3 No variation shall be made by the Contractor without an instruction by the Project
Manager.
52.4 No variation instructed pursuant to clause 52.1 shall in any way vitiate or invalidate the
Contract, which shall continue to apply to the Works as varied, but the value (if any) of
all variations shall be taken into account by the Project Manager in assessing and
deciding revisions to the Cost Centre Values in accordance with clause 54 or in valuing
the variation as dayworks pursuant to clause 53.
52.5 The Employer may procure that work, omitted as a variation to the Works by instruction
pursuant to clause 52.1, be executed by another contractor provided always that:-
(a) upon such omitted work being let to another contractor, the Project Manager
shall assess and decide a fair amount in respect of the profit reasonably
anticipated by the Contractor in respect of such omitted work as at the time of
the relevant instruction and shall make such revision to the relevant Cost
Centre Value as may be appropriate pursuant to clause 54; and
(b) if the effect of the omission of such work would be to reduce an extension of
time to which the Contractor would otherwise have been entitled had no such
variation been instructed, the Project Manager shall take the effect of the
omission into account and, subject to the provisions of clause 44, grant such
extension of time (if any) so as to put the Contractor in no better and no worse
position than if the said variation had not been instructed.
53. Daywork
53.1 The Project Manager may instruct that any work to be executed as the result of an
instruction given pursuant to clauses 52.1 or 63.1(b) shall be executed on a daywork
basis under the conditions and valued at the rates set out in the Pricing Document;
unless the work instructed starts immediately the Contractor shall give the Project
Manager notice before starting the work.
53.2 The Contractor shall furnish to the Project Manager such receipts or other vouchers as
may be necessary to prove the amounts paid by the Contractor in executing the work
and before ordering work shall submit to the Project Manager quotations for the same
for review pursuant to clause 8.
53.3 In respect of all work executed on a daywork basis the Contractor shall, during the
continuance of such work, deliver each day to the Project Manager an exact list in
duplicate of the names and occupations of and time worked by all workmen employed
on such work and a statement also in duplicate showing the descriptions and quantities
of all work executed the previous day. One copy of each list and statement shall if
correct or when agreed be signed by or on behalf of the Project Manager and returned to
the Contractor.

53.4 At the end of each month the Contractor shall deliver to the Project Manager a detailed
priced statement of the work executed (separately identifying labour and things supplied)
and the Contractor shall not be entitled to any payment unless the lists and statements
required in accordance with this clause 53 have been fully and punctually rendered.
Provided always that if the Project Manager shall consider that for any reason the
sending of such list or statement by the Contractor in accordance with the foregoing
provisions was impracticable he shall nevertheless be entitled to authorise payment for
such work either under the conditions set out in the Pricing Document (on being
satisfied as to the details of the work executed) or at such value therefor as he shall
consider fair and reasonable.
VALUATION
54. Valuation
54.1 Subject to clause 56, the Project Manager shall assess and decide the sum which in his
opinion is due to the Contractor as a result of an instruction pursuant to clauses 52.1
(Variations) or 63.1(a) (Provisional Sums) or matters claimed in accordance with
clauses:
(i) 2.6 (the issue by the Project Manager of an instruction or the failure or
inability to issue or delay in issue of an instruction);
(ii) 6.2 (ambiguities in or discrepancies between the documents comprising the

Contract);
(iii) 13.6 (the presence of unforeseeable physical conditions or artificial

(iv) 18.2 (errors in setting out due to incorrect data);
(v) 20.5 (instructions for the rectification of loss or damage due to Excepted
Risks);
(vi) 24.2 (addition or amendment to any Enactment or condition attached to any

permit or exemption);
(vii) 39.7 (ad hoc successful tests); or
(viii) 74.4(b) (special risks),
(insofar as in the Project Manager's opinion some or all of the claim relates to work
equivalent to a variation as described in clause 52.1; insofar as in the Project Manager's
opinion any balance of the claim relates to disturbance to the progress of the Works or
any part thereof he shall assess and decide the balance pursuant to clause 55) as
follows:-
(a) where work added or omitted is, in the Project Manager's opinion, of similar
character and executed under similar conditions to work for which there is a
rate or price in the Pricing Document it shall be valued at that rate or price; or
(b) where work added or omitted is, in the Project Manager's opinion, not of a
similar character or is not executed under similar conditions, it shall be valued
at a rate or price based on any of the rates or prices contained in the Pricing
Document so far as may be reasonable, failing which a fair valuation shall be

made which shall be derived so far as may be reasonable from the Tender
Total; and
(c) if the nature or extent of the work added or omitted relative to the nature or
extent of the Works or any part thereof shall be such that, in the Project
Manager's opinion, any rate or price contained in the Pricing Document for
any other work is by reason of such variation rendered unreasonable or
inapplicable, then a new rate or price shall be agreed between the Project
Manager and Contractor for that work, using the rates and prices contained in
the Pricing Document as the basis for decision; or
(d) if the Project Manager and the Contractor fail to reach agreement on any rate
or price pursuant to clause 54.1(c) the Project Manager shall assess and decide
a rate that is in his opinion reasonable using the rates and prices contained in
the Pricing Document as the basis for decision and shall notify the Contractor
accordingly,
and following such a decision the Project Manager shall make pursuant to clause 66
revisions (if any and if appropriate) to the relevant Cost Centre Value and/or the
Schedule of Milestones and/or the Interim Payment Schedule and shall notify the
Contractor accordingly.
54.2 The Contractor shall not be entitled to any payment pursuant to this clause 54 to the
extent, in the Project Manager's opinion, connected with:-
(a) any breach of the Contract or other default on the part of the Contractor;
(b) any instruction in relation to matters which, in the Project Manager's opinion,
are the responsibility of the Contractor in the absence of the instruction; or
(c) failure by the Contractor to make the proper allowance in the Tender Total and
the rates and prices in the Pricing Document which he is deemed to have made
54.3 The Contractor shall supply all information and documents requested by the Project
Manager to facilitate the performance of the Project Manager's duties under this clause
54 including, without limitation, details or further details of:-
(a) the rates and prices in the Pricing Document; and/or
(b) amounts claimed by relevant sub-contractors
and the details or further details shall include a make-up of the relevant rate, price or
amount to identify allowances for labour, Permanent Works, Contractor's Equipment,
Temporary Works and other types of expenditure and any mark-up for inflation,
overheads and profit (if any).
55. Cost and disturbance to the progress of the Works
55.1 If, in the Project Manager's opinion, the Contractor has incurred or is likely to incur
Cost for which the Contractor would not be reimbursed by a payment made pursuant to
any other provision in the Contract by reason of any matter which is the subject of a
claim pursuant to clauses:

(i) 2.6 (the issue by the Project Manager of an instruction or the failure or
inability to issue or delay in issue of an instruction);
(ii) 3.4 (the reversal or variation of an instruction or decision by the Project

Manager, or the Project Manager’s Representative);
(iii) 6.2 (ambiguities in or discrepancies between the documents comprising the

Contract);
(iv) 7.5 (the failure or inability to issue or delay in issue of further or amended
Drawings or Specifications by the Project Manger);
(v) 13.6 (the presence of unforeseeable physical conditions or artificial

(vi) 18.2 (errors in setting out due to incorrect data);
(vii) 20.5 (instructions for the rectification of loss or damage due to Excepted
Risks);
(viii) 24.2 (addition or amendment to any Enactment or condition attached to any

permit or exemption);
(ix) 37.3 (the uncovering of acceptable work);
(x) 39.7 (ad hoc successful tests);
(xi) 42.4 (access constraints);
(xii) 49.1 (suspension of the Works);
(xiii) 51.2 (investigation of defects, imperfections or faults or the execution of

maintenance work not the result of any breach by the Contractor);
(xiv) 51.3 (execution of work not included in the Drawings and/or the
Specification);
(xv) 52.2 (variations);
(xvi) 63.4 (Provisional Sums and Prime Cost Sums);
(xvii) 64.8 (engagement of a Nominated Sub-Contractor);
(xviii) 64.9 (insolvency, receivership or liquidation of a Nominated Sub-Contractor);

or
(xix) 74.4(b) (special risks),
then the Project Manager shall as soon as reasonably practicable assess the sum in
respect of the Cost incurred and give a decision as to the sum to the Contractor.
55.2 The Contractor shall not be entitled to any payment pursuant to this clause 55 to the
extent, in the Project Manager's opinion, connected with:-
(a) any breach of the Contract or other default on the part of the Contractor;

(b) any instruction in relation to matters which, in the Project Manager's opinion,
are the responsibility of the Contractor in the absence of the instruction; or
(c) failure by the Contractor to make the proper allowance in the Tender Total and
the rates and prices in the Pricing Document which he is deemed to have made
56. Notice of claims for additional payment
56.1 (a) Notwithstanding any other provision of the Contract but subject to clause
56.1(b), if the Contractor at any time intends to claim payment additional to
the then current total of Cost Centre Values and other amounts previously
decided to be due or damages under or for breach of or otherwise in
connection with the Contract he shall give notice to the Project Manager of his
intention within twenty-eight days of the date when the event (including,
without limitation, any instruction or decision) giving rise to the claim
commenced or, if later, when the Contractor ought reasonably to have realised
that the event was liable to give rise to a claim.
(b) The Contractor shall be entitled to payment following instructions pursuant to

clauses 46.4, 52.1, 63.1 and 63.2 in which it is expressly stated that they will
be subject to valuation in accordance with the Project Manager's decisions as
to the value thereof pursuant to clauses 46.6, 53.1, 54.1 or 64.4, as the case
may be, without being required to give notice in accordance with clause 56.1(a)
but if the Contractor seeks payment in excess of the value so decided or any
other payment in respect of the said instructions or in respect of instructions in
which it is not expressly stated that they will be subject to valuation, notice in
accordance with clause 56.1(a) shall be required. In addition, no notice shall
be required in respect of any price agreed by the Project Manager pursuant to
clause 46.6.
56.2 Within twenty-eight days, or such other reasonable time as may be permitted by the
Project Manager, after the date of a Contractor's notice pursuant to clause 56.1, the
Contractor shall send to the Project Manager detailed particulars of the amount claimed
and the grounds and/or contractual provisions upon which the claim is based and the
documents to support the claim. Where the event giving rise to the claim has a
continuing effect the account shall be considered an interim account and the Contractor
shall, at such intervals as the Project Manager may reasonably instruct, send further
interim accounts giving the current amount of the claim and specifying any further
ground or evidence in support of the claim. The Project Manager may, if in his opinion
he has sufficient information for the purpose, give an interim decision. The Contractor
shall, within twenty-eight days of the continuing effect coming to an end, or such other
period as the Project Manager may instruct, submit final particulars.
56.3 Notwithstanding any other provision of the Contract the Contractor shall not be entitled
to any decision or to any revision of Cost Centre Values or to any payment, damages or
other relief in respect of the event giving rise to his claim unless he shall have first
complied with the terms of this clause 56 and in default of compliance the Contractor
shall be deemed to have waived all rights, claims and damages to which he might have
become entitled either under the Contract or as a result of its breach by the Employer.
57. Maintenance of records
57.1 The Contractor shall establish at the Site, and may establish at other places which have
been reviewed without objection, records offices containing an archive of all documents

in connection with and arising out of the Contract and a complete record of all
transactions (with copies of all relevant documents) entered into by the Contractor in
connection with the Contract. These offices and the archive shall, in accordance with
the Specification, be established and maintained by the Contractor subject to any partial
take-over of the archive by the Employer.
57.2 If the Contractor serves a notice pursuant to clauses 44.1 or 56.1 or if an event occurs in
respect of which the Contractor may subsequently make a financial claim, the
Contractor shall keep such contemporary records as may reasonably be necessary to
support any claim he may subsequently wish to make.
57.3 Without admitting the Employer's liability the Project Manager may instruct the
Contractor to keep such further contemporary records as he reasonably considers
desirable or material to any claim of which notice pursuant to clauses 44.1 or 56.1 has
been given.
57.4 To the extent that the records of the Contractor are to be created and/or maintained on a
computer or other electronic storage device, the Contractor shall agree (agreement not
to be unreasonably withheld) with the Project Manager a procedure for back-up and
storage at other locations of copies of the records and shall adhere, and shall cause his
sub-contractors of any tier to adhere, to the agreed procedures and to demonstrate
compliance with the agreed procedure as and when requested by the Project Manager.
57.5 The Contractor shall allow the Project Manager and those authorised by the Project
Manager access to the records offices and shall permit them to inspect any of the
documents in the archive at all reasonable times.
PROPERTY IN PERMANENT WORKS AND CONTRACTOR'S EQUIPMENT

AND TEMPORARY WORKS
58. Vesting of Contractor's Equipment and Temporary Works
58.1 Contractor's Equipment (excluding, for the purposes of this clause 58.1 only, marine
vessels), Temporary Works and consumables which are owned by the Contractor shall
on delivery to the Project Site become the property of the Employer.
58.2 Contractor's Equipment, Temporary Works and consumables shall not be removed from
the Site or the Project Site or taken out of use for the Works without prior consent.
58.3 Upon the completion of the Works or the taking out of use or removal as aforesaid or
pursuant to clause 74.2, the Contractor's Equipment, Temporary Works and surplus
consumables which have vested in the Employer shall re-vest in the Contractor.
59. Vesting of Permanent Works
59.1 Any part of the Permanent Works:-
(a) which is owned by the Contractor shall:-
(i) become the property of the Employer upon delivery to the Project
Site except to the extent that property in the part has already passed
to the Employer pursuant to clause 59.1(b); and
(ii) not be removed from the Site or Project Site without prior consent.

(b) which is manufactured or obtained off-Site shall become the property of the
Employer upon property in the part vesting in the Contractor or otherwise
passing unconditionally to the Contractor or his agent or nominee and the
Contractor shall and shall procure that any of his sub-contractors supplying
any part of the Permanent Works to the Contractor shall:-
(i) upon property in the part vesting in the Contractor, provide to the
Project Manager such documentary or other evidence thereof as
may be appropriate or as the Project Manager may request;
(ii) upon the part being substantially ready for delivery to the Project
Site, suitably mark or otherwise plainly identify it so as to show that
its destination is the Project Site, that it is the property of the
Employer and (where it is not stored at the premises of the
Contractor) to whose order it is held, and set aside and store the part
so marked or identified to the satisfaction of the Project Manager;
(iii) send to the Project Manager a schedule listing and giving the value
of every part so marked, identified, set aside and stored and inviting
him to inspect them; and
(iv) if so instructed by the Project Manager provide to the Project

Manager an opinion in writing by an established and qualified
lawyer in the country where the part is situated that the actions taken
by the Contractor are sufficient to show an intention to vest the
property in it in the Employer and to protect it against seizure by a
third party (including any liquidator, receiver or similar officer of
the Contractor)
provided that the operation of this clause 59 shall not be deemed to imply any
acceptance of any part of the Permanent Works or prevent its rejection by the Project
Manager at any time.
59.2 The parts of the Permanent Works referred to in clause 59.1(b) shall be in the
possession of the Contractor or his sub-contractors for the sole purpose of delivering
them to the Employer for the execution of the Works and shall not be within the
ownership, control or disposition of the Contractor or his sub-contractors and save only
as stated in clause 20 the Contractor shall be responsible for any loss or damage to such
parts and for the expense involved in storing, handling and transporting the same.
59.3 The Contractor shall ensure that there shall be no lien whether in equity, common law or
otherwise on any part of the Permanent Works which has vested in the Employer
pursuant to clause 59.1 for any sum due to the Contractor, his sub-contractors or any
other person and the Contractor shall ensure that the title of the Employer and the
exclusion of any lien are brought to the notice of his sub-contractors and other persons
dealing with or transporting any part.
59.4 Subject to clauses 38.2(b) and 51.5(b), if the Contract or the Contractor's employment
thereunder is terminated before the completion of the Works the Contractor shall deliver
to the Employer any part of the Permanent Works owned by the Employer by virtue of
clause 59.1, and if the Contractor shall fail to do so the Employer may enter any
premises of the Contractor, and the Contractor shall procure that the Employer may
enter any premises of any of his sub-contractors, to remove the part and the Employer
may recover the cost of so doing from the Contractor.

60. Use of Contractor's Equipment
60.1 In respect of any item of Contractor's Equipment brought onto the Site or the Project
Site or used in connection with the Works, which is not solely owned by the Contractor,
the Project Manager may instruct the Contractor to procure:
(a) that the owner of the item enters into a written collateral agreement with the
Employer under which the owner undertakes to the Employer that:-
(i) the owner shall, and shall procure that the beneficiary of any
relevant charge, other security interest or reservation of title (of
whatever nature) shall, without payment, execute any deed or
document in favour of the Employer to assign to the Employer the
benefits under any lease, charter-party, hiring, hire-purchase, supply,
operation or other agreement made with the Contractor in respect of
the item in the event of the termination of the Contract or of the
employment of the Contractor thereunder;
(ii) the agreement shall permit the Employer, or any third party
employed by the Employer, to use the item until completion of the
Works upon the same terms as those enjoyed by the Contractor prior
to the assignment; and
(iii) the owner shall not, without first giving the Employer not less than
twenty-one days prior notice, exercise any right the owner may have
to terminate the lease, charter-party, hiring, hire-purchase, supply,
operation or other agreement, or treat the same as having been
repudiated by the Contractor or terminated, howsoever otherwise, or
withhold performance of the owner's obligations thereunder or
remove the item from Hong Kong; and
(b) the provision of any information that the Project Manager by instruction
requests in relation to any charge, other security interest or reservation of title
(of whatever nature) that may subsist in the item.
60.2 All sums paid by the Employer under the provisions of any agreement, deed or
document referred to in this clause 60 and all cost or expense incurred by him in
entering into the agreement, deed or document shall be recoverable by the Employer
from the Contractor.
60.3 The Project Manager may instruct the Contractor to produce all documents evidencing
title to, or the contractual basis of the Contractor's right to use, any item of Contractor's
Equipment.
60.4 If the Contractor fails to comply with his obligations pursuant to this clause 60, without
prejudice to any other right or remedy available to the Employer, the Employer may
withhold from interim payments due to the Contractor an amount equivalent to the
value of the Contractor's Equipment concerned until such time as the failure is rectified
or remedied to the satisfaction of the Project Manager.
61. Removal of Contractor's Equipment and Temporary Works
61.1 After the issue of any Completion Certificate, the Contractor shall clear away and
remove from the relevant part of the Site and the Project Site any item of Contractor's
Equipment, Temporary Works and surplus consumables (except those required to

discharge the Contractor's other obligations under or in connection with the Contract)
for which consent has been given pursuant to clause 58.2 and the Contractor shall leave
the Works, or the Section or other part of the Works to which the Completion
Certificate relates, in a clean and tidy condition.
61.2 If the Contractor fails to comply with clause 61.1 within a reasonable time after issue of
the relevant Completion Certificate, the Employer may:-
(a) sell the item, and, after deducting from any proceeds of sale the charges and
expenses of and in connection with such sale, pay the balance, if any, to the
Contractor but, to the extent that the proceeds of sale are insufficient to meet
all such charges and expenses, the excess shall be recoverable by the
Employer from the Contractor; or
(b) return the item (if hired or the subject of a hire-purchase, supply or operation
agreement, charter-party or lease) to the owner from whom it was so hired,
chartered or leased, and recover the charges and expenses of and in connection
with such return from the Contractor.
62. Liability for loss or damage to Permanent Works, Contractor's Equipment, etc
62.1 The Employer shall not at any time be responsible for the care of, nor liable for the loss
of or damage to the Permanent Works, Contractor's Equipment, Temporary Works or
consumables which have become the property of the Employer pursuant to clauses 58
and 59 except as provided in clause 20.
PROVISIONAL SUMS AND PRIME COST SUMS
63. Provisional Sums and Prime Cost Sums
63.1 Any work in relation to which a Provisional Sum is stated in the Pricing Document shall
only be executed in whole or in part upon the Project Manager's instruction pursuant to
this clause 63.1. If the Project Manager issues no such instruction the said work shall
not form part of the Works and the Contractor shall not be entitled to payment for it.
The Project Manager may instruct any such work:-
(a) to be executed by the Contractor, but not as daywork, in which case its value
shall be assessed and decided pursuant to clause 54;
(b) to be executed by the Contractor as daywork, in which case its value shall be
assessed and decided pursuant to clause 53; or
(c) to be executed by a Nominated Sub-Contractor, in which case the provisions

of clause 64 shall apply.
63.2 Any work in relation to which a Prime Cost Sum is stated in the Pricing Document shall
be carried out by a Nominated Sub-Contractor upon the Project Manager's instruction
pursuant to this clause 63.2.
63.3 Without prejudice to clause 13.2, the Contractor shall be deemed to have allowed the
necessary time and resources to enable the work in relation to which Prime Cost Sums
and Provisional Sums are stated in the Pricing Document to be executed by all relevant
Key Dates and within the Tender Total insofar as the scope and nature of the work was
reasonably foreseeable on the basis of the deeming provisions of clause 13.1 (a).

63.4 If, in compliance with any instruction pursuant to clause 63.1(a) or (b), the Contractor is
no reason to anticipate and which is not recoverable pursuant to clauses 53 or 54 then, if
the Contractor claims additional time and/or payment therefor, the Project Manager
shall give a decision pursuant to clauses 44 and/or 55.
64. Nominated Sub-Contractors
64.1 Upon receipt of an instruction to enter into a sub-contract with a Nominated Sub-
Contractor pursuant to clause 63, the Contractor shall, subject to clause 64.2, forthwith
enter into a sub-contract with the Nominated Sub-Contractor identified in the instruction
on the form identified in the instruction, which shall be based upon the form appearing
in schedule 9 with such amendments as may be identified in the instruction, and the
Contractor shall not thereafter amend or waive any of the terms of the sub-contract
without prior consent nor shall the Contractor accept any repudiation or otherwise
terminate the sub-contract or terminate or suspend the Nominated Sub-Contractor's
employment thereunder without prior consent. The Contractor shall procure that the
Nominated Sub-Contractor shall provide to the Employer and to the Contractor all
bonds, warranties and guarantees required by the sub-contract and, without prejudice to
any other right or remedy of the Employer, the Employer shall be entitled to withhold
from interim payments due to the Contractor an amount equivalent to the value of the
sub-contract until all the bonds, warranties and guarantees have been provided.
64.2 Subject to clause 64.3, the Contractor shall be entitled to object to any instruction
pursuant to clause 63 on the ground:-
(a) that the sub-contract completion dates are inconsistent with the progress of the
Works; or
(b) that any amendment to the form appearing in schedule 9 is inconsistent with
the Contractor's obligations under the Contract,
and the objection shall be made in writing forthwith upon receipt of the instruction and
shall explain the inconsistency in reasonable detail and, until the Contractor shall
receive a further instruction, he shall not enter into a sub-contract with the Nominated
Sub-Contractor.
64.3 Upon receipt of any objection in accordance with clause 64.2, the Project Manager shall
either:-
(a) re-issue the original instruction pursuant to clause 63, in which case the
Contractor shall have no rights of objection under clause 64.2 and shall
forthwith enter into the sub-contract with the Nominated Sub-Contractor; or
(b) issue a new instruction pursuant to clause 63; or
(c) issue any other instruction, including an instruction pursuant to clause 52 to

omit part of the Works.
64.4 In accordance with clause 66.2 the Project Manager shall assess and decide the amount
to be added to the relevant Cost Centre Value in relation to any Nominated Sub-
Contractor which shall be:-

(a) the total amount paid or payable by the Contractor to the Nominated Sub-
Contractor under the sub-contract between the Contractor and the Nominated
Sub-Contractor, less:-
(i) all discounts;
(ii) amounts excluded pursuant to clauses 64.5 and 64.6;
(iii) amounts paid or payable by the Contractor under the relevant sub-
contract as a result of breach of the sub-contract or other default on
the part of the Contractor or any of his other sub-contractors of any
tier;
(iv) amounts paid or payable by the Contractor under the relevant sub-
contract which are recoverable by the Contractor pursuant to any
other provision of the Contract; and
(b) in respect of attendance on the Nominated Sub-Contractor and all other

charges and profit related thereto:-
(i) any sum included in that regard in the Pricing Document together
with the product of the percentage quoted by the Contractor in the
Pricing Document and the actual sum added to the relevant Cost
Centre Value pursuant to clause 64.4(a); or
(ii) if no sum or percentage is included as aforesaid, a reasonable

amount assessed and decided by the Project Manager.
64.5 No revision shall be made to any relevant Cost Centre Value and the Contractor shall
not otherwise be entitled to any payment in respect of any increase in excess of the total
sum payable to a Nominated Sub-Contractor at the time the relevant sub-contract was
entered into unless before taking the action which led to the increase the Contractor
gave notice of the action to the Project Manager and obtained consent to it.
64.6 If any sub-contract or the Nominated Sub-Contractor's employment thereunder shall be

terminated for any reason the Project Manager shall as soon as reasonably practicable
either:-
(a) issue a further instruction pursuant to clause 63; or
(b) issue any other instruction, including an instruction pursuant to clause 52 to

omit part of the Works,
provided that where a further instruction is issued as referred to in clause 64.6(a), in the
adjustment to the relevant Cost Centre Value pursuant to clause 66.2 there shall be
added only the amount which would have been paid or payable upon the proper
completion of the sub-contract between the Contractor and the Nominated Sub-
Contractor first employed and the Contractor shall not be entitled to any further or other
adjustment to the relevant Cost Centre Value or to make any other claim for payment or
extension of time, subject however to clause 64.9.
64.7 If, in the Project Manager's opinion after inviting representations from the Contractor
and considering any representation received within the time specified in the invitation,
the Contractor has failed to make any payment due to any Nominated Sub-Contractor,
the Employer may pay direct to the Nominated Sub-Contractor any sum certified by the

Project Manager as the amount of the non-payment and the Employer may deduct the
sum from amounts payable to the Contractor or otherwise recover the sum from the
Contractor.
64.8 If, in compliance with any instruction pursuant to clause 63 (other than a further
instruction as referred to in clause 64.6(a)) to engage a Nominated Sub-Contractor
reissued pursuant to clause 64.3(a), the Contractor is prevented from achieving any
Stage or substantially completing the Works or any Section by the relevant Key Date or
incurs Cost which the Contractor did not and had no reason to anticipate and which is
not recoverable pursuant to clause 64.4 or from the Nominated Sub-Contractor and the
prevention or Cost results from the grounds of objection made pursuant to clause 64.2 in
relation to the Nominated Sub-Contractor then, if the Contractor claims additional time
and/or payment therefor, the Project Manager shall give a decision pursuant to clauses
44 and/or 55.
64.9 If, as a result of the insolvency, receivership or liquidation of any Nominated Sub-
Contractor and of any guarantor of the Nominated Sub-Contractor, the Contractor incurs
Cost (including any liquidated or other damages payable to the Employer) which the
Contractor did not and had no reason to anticipate and because of the insolvency,
receivership or liquidation, the Contractor can recover the Cost neither from the
Nominated Sub-Contractor nor from any guarantor of the Nominated Sub-Contractor
then, if the Contractor claims additional payment (to the extent of the irrecoverable Cost)
therefor, the Project Manager shall give a decision pursuant to clause 55.
64.10 Clause 5.3 shall apply to Nominated Sub-Contractors subject only to the express
provisions of this clause 64 to the contrary.
65. Production of Vouchers
65.1 The Contractor shall, when instructed by the Project Manager, obtain and submit any
quotation which the Project Manager may reasonably request and produce all invoices,
vouchers and accounts or receipts in connection with expenditure in respect of
Provisional Sums and Prime Cost Sums.
CERTIFICATES AND PAYMENT
66. Interim Payment Schedule, Cost Centre Values and Milestones
66.1 The Interim Payment Schedule sets out the maximum accumulative percentage of each
Cost Centre Value in relation to each month for which the Contractor may apply for
payment, subject to the achievement of Milestones and to application for payment in
accordance with clause 67.
66.2 The Cost Centre Values shall be revised by the Project Manager by the deduction
therefrom of any Provisional Sum and Prime Cost Sum (and associated amounts
included in the Cost Centre Value in respect of attendance, charges and profit) and
upon:-
(a) a decision or agreement pursuant to clause 46.6, by adding to the relevant Cost
Centre Value the amount as agreed or decided;
(b) a decision pursuant to clause 54, by adding to or deducting from the relevant
Cost Centre Value the value as decided;

(c) a decision pursuant to clause 64.4, by adding to the relevant Cost Centre Value
the amount decided;
(d) a decision to exercise any option identified in the Pricing Document or a

Special Condition of Contract by adding to or deducting from the relevant
Cost Centre Value, the amount specified in the Pricing Document; or
(e) any other decision of the Project Manager of an amount or allowance due to
the Contractor under the Contract (including without limitation any amount or
allowance in respect of any re-measurement of any quantity of work executed
by the Contractor as permitted by the Pricing Document) which has not been
or will not otherwise be the subject of an interim payment pursuant to clause
67.2(b), by adding to or deducting from the relevant Cost Centre Value as
appropriate the amount or allowance as decided.
66.3 (a) The Project Manager may assess and decide which Cost Centre is to be the
relevant Cost Centre for the purpose of clause 66.2 if and in so far as the same
is not identified in the Pricing Document, and shall notify the Contractor upon
making any decision.
(b) Notwithstanding clause 66.2, the Project Manager may decide not to include a
sum payable to the Contractor pursuant to the Contract in a Cost Centre Value
in which case the Project Manager shall notify the Contractor of the decision
and the Contractor may apply for payment of the sum in accordance with
clause 67.1(b).
66.4 If a Milestone is not achieved by the end of the month in which it is scheduled to be
achieved, the Project Manager shall follow the procedures set out below when certifying
payments:-
(a) all payments relating to the Cost Centre in which the Milestone in question has
not been achieved shall be suspended at the amount decided by reference to
the percentage appearing for that Cost Centre in the Interim Payment Schedule
applicable to the month prior to the month in which the Milestone was due to
have been achieved;
(b) payments suspended pursuant to clause 66.4(a) shall be resumed by being

included in the next application for interim payment made after the Milestone
is achieved at the percentage of the Cost Centre Value for the relevant Cost
Centre appearing in the Interim Payment Schedule applicable to the month in
which the Milestone was due to have been achieved; and
(c) in relation to the relevant Cost Centre, the Interim Payment Schedule shall be
revised by the Project Manager within twenty-one days of receipt of an
application for resumption of payments pursuant to clause 66.4(b) to take
account of:-
(i) the date by which, in the Project Manager's opinion, the Milestone
next following the non-achieved Milestone is likely to be achieved;
(ii) any subsequent Milestone which, in the Project Manager's opinion,

is not likely to be achieved by its stipulated date; and
(iii) the earliest subsequent Milestone which, in the Project Manager's

opinion, is likely to be achieved by its stipulated date

and the Project Manager shall notify the Contractor accordingly.
66.5 In addition to the procedure for revision of the Interim Payment Schedule pursuant to
clause 66.4, if:-
(a) the Project Manager reviews without objection a revised Works Programme
containing a change to the sequence and timing of the execution of the Works;
(b) the Project Manager grants an extension of time pursuant to clause 44;
(c) the Contractor adopts acceleration measures pursuant to clause 46.4;
(d) the Project Manager instructs a suspension of the Works or any part thereof
(e) the Project Manager instructs a variation pursuant to clause 52;
(f) the Project Manager instructs the expenditure of Provisional Sums or Prime
Cost Sums pursuant to clause 63;
(g) following the suspension of payment pursuant to clause 66.4(a) the relevant
Milestone shall not have been achieved within three months of the date
stipulated in the Schedule of Milestones; or
(h) there shall be a significant change in a Cost Centre Value by reason of a

decision of the Project Manager in accordance with the Contract,
the Project Manager may carry out a detailed examination and review of the Interim
Payment Schedule, the Milestones and the dates stipulated for their achievement in the
Schedule of Milestones and an assessment of the extent to which the Works have been
carried out up to the date of the review.
66.6 The Contractor shall co-operate with and to the best of the Contractor's ability assist the
Project Manager in making any detailed examination pursuant to clause 66.5 and shall
provide all such information as the Project Manager may reasonably request in
connection therewith. If as a result of this detailed examination the Project Manager is
of the opinion that, in relation to any Cost Centre, the relationship between:-
(a) interim payments; and
(b) progress of the Works,
established by the Interim Payment Schedule as at the date of the Letter of Acceptance
has not been or will not be maintained, then the Project Manager may give fourteen
days' notice to the Contractor of his intention to prepare a revised Interim Payment
Schedule and/or a revised Schedule of Milestones which will in his opinion restore so
far as reasonably practicable the said relationship. On the expiration of the said notice
and after considering any representation the Contractor may have made in the meantime
the Project Manager shall if he is still of the opinion that revisions ought to be made,
revise the Interim Payment Schedule and the Schedule of Milestones in any manner
which he sees fit based on the rate of progress of the Works which he anticipates and
with the objective of restoring so far as reasonably practicable the said relationship.

66.7 When making any revision to the Interim Payment Schedule in accordance with the
Contract, the Project Manager may reduce or extend the period over which interim
payments may be made.
67. Payment Statements
67.1 At the beginning of each month the Contractor may apply to the Project Manager for an
interim payment in relation to the preceding month. Each application shall state:-
(a) the amount claimed to be payable pursuant to clause 67.2(a) setting out the
percentage of each Cost Centre Value claimed according to the Interim
Payment Schedule;
(b) any other amount claimed to be payable pursuant to a decision of the Project
Manager identifying the relevant decision; and
(c) any part of amounts claimed in accordance with clause 67.1(a) and (b) claimed
to be payable to Nominated Sub-Contractors setting out each part in respect of
each Nominated Sub-Contractor.
67.2 Within twenty-one days following receipt of an application in accordance with clause
67.1, the Project Manager shall issue to the Employer, with a copy to the Contractor, an
interim payment certificate showing the amount payable by the Employer to the
Contractor by way of interim payment and identifying any amount payable to any
Nominated Sub-Contractor. The interim payment shall be the sum of:-
(a) the amounts shown to be due for the month in respect of which the application
is made by reference to the Interim Payment Schedule in accordance with
clause 66; and
(b) the amounts assessed and decided by the Project Manager to be due in respect
of:-
(i) Cost incurred, pursuant to clause 55;
(ii) work executed on a daywork basis, pursuant to clause 53; and
(iii) any other amount or allowance to which the Contractor is entitled

under the Contract save insofar as account has been or will be taken
of the amount or allowance by way of a revision of a Cost Centre
Value pursuant to clause 66.2;
less:-
(c) the Retention Money as provided for in clauses 67.3 to 67.6; and
(d) any amount certified for payment on interim payment certificates previously
issued.
67.3 (a) Retention Money:-
(i) up to 10 percent of any amount due to the Contractor from time to

time and identified as payable to any Nominated Sub-Contractor
shall be retained until there shall be a reserve in the hands of the
Employer equal to 5 percent of the total for the time being of the

amount added to the relevant Cost Centre Value pursuant to clause
64.4(a) in respect of the Nominated Sub-Contractor; and
(ii) up to 10 percent of any other amount due to the Contractor from

time to time shall be retained until there shall be a reserve in the
hands of the Employer equal to 5 percent of the total for the time
being of the Cost Centre Values excluding amounts added to that
total pursuant to clause 64.4(a).
(b) If, for any reason, any reserve referred to in clause 67.3(a) has a value of less
than the applicable 5 percent at any time prior to the date of issue of the
Completion Certificate for the Works, further Retention Money up to 10
percent of the applicable amount referred to in clause 67.3(a) shall be retained
until the reserve is restored to the applicable 5 percent.
67.4 The Retention Money retained pursuant to clause 67.3 shall be held by the Employer
without obligation to invest it or account for interest thereon or to place it in a
designated account.
67.5 (a) Within 7 days after completion of all outstanding works (including without
limitation as built drawings and operation and maintenance manuals) and
repairs of defects identified in any Completion Certificate for any Section or
part of the Works (or within 7 days of the date of issue of any Completion
Certificate not identifying outstanding works or defects), the Project Manager
shall issue to the Employer with a copy to the Contractor, a retention release
certificate, entitling the Contractor to be paid by the Employer one half of that
part of the Retention Money which bears the same proportion to the whole of
the Retention Money as the value of the Section or part at the date of the
Letter of Acceptance bears to the Tender Total and identifying any part thereof
payable to any Nominated Sub-Contractor. Provided that the aggregate of all
sums certified pursuant to this clause 67.5 (a) shall not exceed one half of the
whole of the Retention Money;
(b) Within 7 days after completion of all outstanding works (including without
repairs of defects referred to in the Completion Certificate for the Works (or
within 7 days of the date of issue of the Completion Certificate for the Works
if no outstanding works or defects are identified), the Project Manager shall
issue to the Employer, with a copy to the Contractor, a retention release
certificate entitling the Contractor to be paid by the Employer one half of the
whole of the Retention Money (less any sums already certified for release
pursuant to clause 67.5 (a)) and identifying any part thereof payable to any
Nominated Sub-Contractor.
67.6 (a) Within 7 days after completion of all outstanding works (including without
repairs of defects referred to in the Completion Certificate for the Works, and
on condition that the Contractor delivers to the Employer a duly executed
bond (“Retention Bond”), the value of which is equivalent to one quarter of
the whole of the Retention Money, the Project Manager shall issue to the
Employer with a copy to the Contractor a retention release certificate, entitling
the Contractor to be paid by the Employer one quarter of the whole of the
Retention Money and identifying any part thereof payable to any Nominated
Sub-Contractor. The identity of the provider of the Retention Bond shall be

subject to the approval of the Employer. The Retention Bond shall be in the
form of the bond appearing in schedule 7.
(b) Within 7 days of the date of issue of the final certificate by the Project
Manager pursuant to clause 67.7, the Project Manager shall issue to the
Employer, with a copy to the Contractor, a retention release certificate
entitling the Contractor to be paid by the Employer the balance of the
Retention Money then held by the Employer and identifying any part thereof
payable to any Nominated Sub-Contractor.
67.7 Not later than three months after the date of issue of the Defects Liability Certificate the
Contractor shall submit to the Project Manager a statement of final account and
supporting documentation showing in detail the total amount payable in respect of the
Works in accordance with the Contract together with all further sums which the
Contractor considers to be due to him under the Contract up to the date of the Defects
Liability Certificate and identifying any part of the final account payable to any
Nominated Sub-Contractor. Within three months after receipt of this statement of final
account and of all information reasonably required for its verification, but in no
circumstances earlier than the date of issue of the Defects Liability Certificate, the
Project Manager shall issue a final certificate. The said final certificate shall state the
Final Contract Sum namely the sum of the Cost Centre Values following their final
adjustment and of the amounts finally decided by the Project Manager to be due in
respect of the matters identified in clause 67.2(b) and the final certificate shall identify
any part of the Final Contract Sum due to any Nominated Sub-Contractor. From this
sum there shall be deducted all amounts previously certified by the Project Manager and
all amounts which, in the Project Manager's opinion, are due to the Employer pursuant
to, or as a result of breach of, the Contract and the said final certificate shall state the
balance, if any, due from the Employer to the Contractor or from the Contractor to the
Employer as the case may be. The balance of any payment shall be paid to the
Contractor and the balance of any over-payment shall be paid by the Contractor.
67.8 Subject to any deduction, withholding or condition precedent pursuant to the Contract,
amounts from time to time certified by the Project Manager shall be paid in Hong Kong
by the Employer to the Contractor within twenty-one days after the date of issue of the
relevant certificate in accordance with the Contract. Unless otherwise expressly
provided, all payments shall be made in Hong Kong dollars and no adjustment shall be
made to any payment or to the Final Contract Sum on account of any variation in the
exchange rate between the Hong Kong dollar and any other currency.
67.9 If either the Employer or the Contractor fails to make payment of amounts due in
accordance with the Contract within twenty-one days after the date of issue of the
relevant certificate the Employer shall pay to the Contractor or the Contractor shall pay
to the Employer as the case may be simple interest upon any payment overdue at the
Contract Rate of Interest.
67.10 The Project Manager shall have power to omit from any certificate the value of any
work with which he may for the time being be dissatisfied and for that purpose or if he
considers that the Contractor has been overpaid under any interim payment certificate
he may by any certificate delete, correct or modify any sum previously certified by him.

DEFECTS LIABILITY CERTIFICATE
68. Defects liability
68.1 Upon the expiry of the Defects Liability Period, or where there is more than one Defects
Liability Period, upon the expiry of all of the Defects Liability Periods and when all
outstanding work referred to in clause 50 and all maintenance work referred to in clause
51 shall have been completed and any warranty required to be assigned pursuant to
clause 5.9 shall have been so assigned and provided always that the Contractor shall
have supplied to the Project Manager all documents in compliance with the
requirements of the Contract the Project Manager shall issue the Defects Liability
Certificate stating the date on which the Contractor shall have completed his obligations.
REMEDIES AND POWERS
69. Work by others
69.1 If the Contractor shall fail to execute any work required under or in connection with the
Contract or refuse to comply with any instruction in accordance with the Contract
within a reasonable time, the Project Manager may give the Contractor fourteen days'
notice to execute the work or comply with the instruction. If the Contractor fails to
comply with the notice, the Employer shall be entitled to execute the work or implement
the instruction by the Employer's own workmen or by third parties. Without prejudice
to any other right or remedy, all additional expenditure properly incurred by the
Employer in having such work executed or such instruction implemented shall be
recoverable by the Employer from the Contractor.
69.2 If by reason of any accident, failure, emergency or other event occurring to, in or in
connection with the Airport, the Works or any part thereof either during the execution
of the Works or during any Defects Liability Period any remedial or other work or
repair shall in the Project Manager's opinion be urgently necessary and the Contractor is
unable, unwilling or not available at once to do the work or repair, the Employer may by
his own or other workpeople do the work or repair.
69.3 If the work or repair so done by the Employer is work which, in the Project Manager's
opinion, the Contractor was liable to do at his own expense under or in connection with
the Contract all costs properly incurred by the Employer in so doing shall on demand be
paid by the Contractor to the Employer or may be deducted by the Employer from any
monies due or which may become due to the Contractor.
70. Insolvency or change in control
70.1 If the Contractor (which for the purposes of this clause 70.1 shall also mean any entity
comprising the Contractor) shall be in default in that the Contractor:-
(a) becomes insolvent or has a receiving order made against the Contractor or
makes an arrangement or assignment or composition with or in favour of the
Contractor's creditors or agrees to carry out the Contract under a committee of
inspection of the Contractor's creditors, or goes into liquidation or commences
to be wound up, not being a members voluntary winding up for the purpose of
amalgamation or reconstruction to which the Employer has given his prior
consent, such consent not to be unreasonably withheld, or has a receiver,
liquidator, trustee or similar officer appointed over all or any part of the
Contractor's undertaking or assets or if distress, execution or attachment is
levied on, or if an encumbrancer takes possession of any of the Contractor's

assets, or any proceeding or step is taken which has an effect comparable to
the foregoing in any relevant jurisdiction;
(b) becomes a subsidiary, within the meaning of the Companies Ordinance

(Cap.32) or the equivalent in any relevant jurisdiction of a company of which
the Contractor was not a subsidiary on the date of the Letter of Acceptance or
if by virtue of any agreement, offer or scheme the Contractor comes under the
control of two or more firms or companies acting in concert so that if they
were one company the Contractor would be the company's subsidiary; or
(c) is in breach of clause 4
then the Employer may give notice to the Contractor pursuant to clause 71.1.
71. Forfeiture
71.1 If the circumstances of default referred to in clause 70 occur or if the Project Manager
shall have certified to the Employer that, in the Project Manager's opinion, the
Contractor:-
(a) has abandoned the Contract;
(b) without reasonable excuse has failed to commence the Works pursuant to
clause 41 or has suspended the execution of the Works, any Section or any
other part of the Works for fourteen days after receiving from the Project
Manager notice to proceed;
(c) despite a written warning by the Project Manager is failing in the Project
Manager's opinion to proceed with the Works with due diligence or is
persistently or significantly in breach of his obligations;
(d) is in breach of clauses 12 or 30,
then the Employer may:-
(i) in the circumstances of default referred to in clause 70, forthwith by notice to

the Contractor; or
(ii) in the circumstances of default referred to in this clause 71.1 (a) to (d), after
giving not less than fourteen days’ notice to the Contractor of the default, and,
by reference to this clause, requiring the Contractor to remedy such default,
and the Contractor throughout such fourteen-day period fails to remedy such
default, by further notice
terminate the Contractor's employment under the Contract and, if the Contractor is on
the Site, enter upon the Site and expel the Contractor from the Project Site or any part
thereof without thereby avoiding the Contract or releasing the Contractor from any of
his obligations or liabilities or affecting the rights and powers conferred on the
Employer or the Project Manager by the Contract. Thereafter, the Employer may
execute the Works or any part thereof or may employ any third party to execute the
same and the Employer or such third party may use, to execute the same, any of the
Contractor's Equipment, Temporary Works and Permanent Works which have become
the property of the Employer pursuant to clauses 58 and 59 and the Employer may at
any time sell any of the said Contractor's Equipment, Temporary Works and Permanent
Works and apply the proceeds of sale in or towards the satisfaction of any sum due or

which may become due to the Employer from the Contractor under or in connection
with the Contract.
71.2 If the Employer terminates the Contractor's employment pursuant to this clause 71 the
Contractor shall forthwith assign to the Employer, as instructed by the Employer, the
benefit of any agreement for the execution of any work for the purposes of the Contract
which the Contractor may have entered into and, if so instructed by the Employer, shall
enter into novation agreements, in such form as the Employer may reasonably require,
in respect of the said agreements.
71.3 If the Employer terminates the Contractor's employment pursuant to this clause 71 the
Employer shall not be liable to pay to the Contractor any money on account of the
Contract until the expiration of the Defects Liability Period or the last Defects Liability
Period and thereafter until the cost of completion of the Works pursuant to clause 71.1,
maintenance, damages for delay in completion (if any) and all other expenses incurred
by the Employer have been ascertained and the amount thereof certified by the Project
Manager. The Contractor shall then be entitled to receive only such sum or sums (if any)
as the Project Manager may certify would have been due to the Contractor upon
completion of the Works by him after deducting the said amount. If such amount
exceeds the sum which would have been payable to the Contractor on completion of the
Works by him then the Contractor shall upon demand pay to the Employer the amount
of the excess and it shall be deemed to be a debt due by the Contractor to the Employer
and shall be recoverable accordingly.
71.4 As soon as may be practicable after any such termination by the Employer the Project
Manager shall assess and decide:-
(a) the amount (if any) which had been earned by or would accrue to the
Contractor in respect of work actually done by him under or in connection
with the Contract; and
(b) the value of any unused or partially used parts of the Permanent Works and
any Contractor's Equipment and Temporary Works which had become the
property of the Employer pursuant to clauses 58 and 59
and shall give notice of his decision to the Employer and the Contractor.
72. Recovery of money due to the Employer
72.1 All damages, costs, charges, expenses, debts or sums for which the Contractor is liable
to the Employer in accordance with any term of the Contract, as a result of a breach of
any such term may be deducted by the Employer from monies (including without
limitation Retention Money) due to the Contractor in accordance with the Contract. The
Employer shall have the power to recover any balance by deducting it from monies due
to the Contractor in accordance with any other contract between the Employer and the
Contractor.
72.2 All damages, costs, charges, expenses, debts or sums for which the Contractor is liable
to the Employer pursuant to any term of any other contract between the Contractor and
the Employer, as a result of a breach of any such term may be deducted by the
Employer from monies due to the Contractor in accordance with the Contract.
72.3 If, in the Project Manager's opinion, the Employer may claim any deduction pursuant to
this clause 72, the Project Manager may issue a certificate stating his bona fide estimate
of amounts deductible and the estimate certified shall bind the Contractor until

otherwise agreed or resolved pursuant to the Dispute resolution provisions under the
Contract provided that such estimate shall not prejudice such resolution. The Project
Manager shall, upon request from the Contractor, give to the Contractor in writing the
grounds upon which the Project Manager's opinion was based and reasonable details of
the quantification of the estimate certified.
FRUSTRATION, TERMINATION AND SPECIAL RISKS
73. Frustration
73.1 If the Contract is frustrated whether by war or by any other supervening event which
may occur outside the control or reasonable contemplation of the parties the sum
payable by the Employer to the Contractor in respect of the work executed shall be the
same as that which would have been payable pursuant to clause 74 if the Contract had
been terminated thereunder. The Contract shall not be frustrated by inclement weather
conditions of any kind adversely affecting the progress of the Works. The clauses
referred to in the proviso to clause 74.1 shall continue to have effect notwithstanding the
frustration.
74. Special risks
74.1 If, before the Defects Liability Certificate shall have been issued pursuant to clause 68,
there shall be:-
(a) an outbreak of war (whether war be declared or not) in any part of the world
which, whether financially or otherwise materially affects the execution of the
Works;
(b) an invasion of Hong Kong;
(c) acts of terrorists in Hong Kong;
(d) civil war, rebellion, revolution, insurrection or military or usurped power in

Hong Kong;
(e) riot, commotion or disorder in Hong Kong otherwise than amongst the
employees of the Contractor or any of his sub-contractors of any tier currently
or formerly engaged on the Works;
(f) ionising radiation, or contamination by radioactivity from any nuclear fuel, or

from any nuclear waste from the combustion of nuclear fuel, radioactive, toxic,
explosive, or other hazardous properties of any explosive nuclear assembly or
nuclear component thereof, unless the source or cause of the radiation,
radioactivity or other hazard is brought to or near the Site by the Contractor or
any of his sub-contractors of any tier; or
(g) pressure waves caused by aircraft or other aerial devices travelling at sonic or
supersonic speeds
(referred to in this clause 74 as the "special risks"), the Contractor shall, unless and until
the Contract is terminated pursuant to this clause 74 use his best endeavours to:-
(h) continue with the execution of the Works in accordance with the Contract;

(i) submit for review, pursuant to clause 8, proposals setting out the manner in
which the Contractor proposes to complete the execution of the Works; and
(j) if the proposals are reviewed without objection, complete the execution of the
Works in accordance therewith
provided that the Employer shall be entitled, at any time after occurrence of any of the
special risks, to terminate the Contract (with the exception of the provisions of clauses
27, 29, this clause 74, the Dispute resolution provisions and any other provision which
is expressly stated to survive termination of the Contract or is necessary for
interpretation of the aforesaid clauses or in relation to work executed prior to
termination) by giving notice to the Contractor. Upon the notice being given, the
Contract shall terminate but without prejudice to the claims of either party in respect of
any antecedent breach thereof.
74.2 If there is a termination pursuant to the proviso to clause 74.1, the Contractor shall make
safe the Site and with all reasonable despatch remove all Contractor's Equipment and
Temporary Works.
74.3 If there is a termination in accordance with the proviso to clause 74.1, the Contractor
shall be paid by the Employer, in so far as such items have not already been covered by
interim payments made to the Contractor:-
(a) the total of the value of all work executed prior to the date of termination;
(b) the Cost of any part of the Permanent Works or services properly ordered for
the Works for which the Contractor shall have paid or for which the
Contractor is legally bound to pay and on such payment by the Employer the
part of the Permanent Works or product of the services so paid for shall
become the property of and shall be delivered to the Employer; and
(c) a sum to be certified by the Project Manager in respect of the Cost incurred by
the Contractor in the expectation of completing the Works in so far as the Cost
shall not have been paid in accordance with any other provision of this clause
74.
74.4 Whether the Contract shall be terminated pursuant to this clause 74 or not, the following
provisions shall apply, or be deemed to have applied, as from occurrence of any of the
special risks, notwithstanding anything expressed in or implied by the other terms of the
Contract:-
(a) the Contractor shall have no liability whatsoever, by way of indemnity or

otherwise, for or in respect of damage to parts of the Works on the Project Site
or to property (other than parts of the Works off the Project Site, property of
the Contractor including property temporarily vested in the Employer pursuant
to clause 58 or property hired by the Contractor for the purposes of executing
the Works) whether of the Employer or of third parties or for or in respect of
injury or loss of life to persons which damage, injury or loss is the
consequence whether direct or indirect of the occurrence of any of the special
risks and the Employer shall indemnify the Contractor against all liability
whatsoever in respect thereof or in relation thereto;
(b) if the Works are destroyed or damaged by reason of any of the special risks
the Contractor shall nevertheless make good the destruction or damage so far
as may be instructed by the Project Manager or as may be necessary for the

execution of the Works or for safety. If, in compliance with his obligations
pursuant to this clause 74, the Contractor is prevented from achieving any
Stage or substantially completing the Works or any Section by the relevant
Key Date or incurs Cost in making good under this clause 74.4(b) which the
Contractor did not and had no reason to anticipate then, if the Contractor
claims additional time and/or payment therefor, the Project Manager shall
give a decision pursuant to clause 44 and/or (in relation to the said making
good only) clauses 54 and/or 55;
(c) destruction, damage, injury or loss of life caused by the explosion or impact,
whenever and wherever occurring, of any mine, bomb, shell, grenade or other
projectile missile or munition of war shall be deemed to be a consequence of
the special risks.
75. Settlement of Disputes
75.1 Any Dispute shall be settled in accordance with this clause 75.
75.2 For the purpose of the following provisions of this clause 75, any Dispute shall be
deemed to arise when either the Contractor serves a notice on the Employer or the
Employer serves a notice on the Contractor, in each case stating the nature of the
Dispute. A dispute shall be deemed not to have arisen in the absence of the service of
such a notice.
75.3 Within thirty days of receipt by the Employer or the Contractor, as the case may be, of a
notice pursuant to clause 75.2 the Project Manager shall assess and decide the Dispute
and give notice of his decision to the Employer and the Contractor.
75.4 Unless the Contract has by then been terminated or abandoned or the Employer has
exercised his rights pursuant to clause 71, the Contractor shall in every case continue to
proceed with the Works in accordance with the Contract regardless of the nature of the
Dispute provided that the Employer and the Contractor shall give effect forthwith to
every decision of the Project Manager pursuant to clause 75.3 which shall be final and
binding except and to the extent that it shall have been revised by agreement or an
arbitral award.
75.5 If:
(a) the Project Manager fails to give a decision or notice pursuant to clause 75.3;
or
(b) either the Contractor or the Employer is dissatisfied with a decision of the
Project Manager pursuant to clause 75.3,
then either the Contractor or the Employer may, within 90 days of receipt of the
decision or notice of the Project Manager or the expiration of the thirty day period
referred to in clause 75.3, but not otherwise, refer such Dispute to arbitration subject to
the following provisions of this clause 75.
75.6 Any time after receipt of the decision of the Project Manager or the expiry of the thirty
day period referred to in clause 75.3, either party may give notice to the other requesting
that the Dispute be referred to mediation (“Request for Mediation”) in accordance with
and subject to the mediation provisions appearing in Schedule 12 (“Mediation Rules”).
Upon service of a Request for Mediation, the Dispute shall be considered in accordance

with and subject to the Mediation Rules, and each party shall comply with the
requirements of the Mediation Rules.
75.7 No steps shall be taken in any reference of a Dispute to arbitration until either party has
first referred the Dispute to mediation by serving on the other party a Request for
Mediation in accordance with clause 75.6 and either party has then made a bona fide
attempt to resolve the Dispute by mediation.
75.8 For the purposes of clause 75.7, a bona fide attempt to resolve the Dispute by mediation
shall be deemed to have been made provided the following minimum steps have been
taken:
(a) a mediator has been appointed; and
(b) either party has attended at least one meeting with the mediator (whether with
or without the presence of the other party).
75.9 Save in cases where the Works are abandoned and save as provided for in clause 75.10
and in Article 1 of the Arbitration Rules, no steps shall be taken in any reference of a
Dispute to arbitration until after the substantial completion or alleged substantial
completion of the Works except with the consent of the Contractor and the Employer,
provided that:-
(a) the giving of a Completion Certificate for the Works shall not be a condition
precedent to taking any step in the reference; and
(b) no decision given by the Project Manager in accordance with the foregoing
provisions shall disqualify him from being called as a witness and giving
evidence before an arbitrator on any matter whatsoever relevant to a Dispute
so referred to arbitration as aforesaid.
75.10 In the case of any Dispute as to the exercise of the Employer’s rights pursuant to clause
71, the reference to the arbitrator may proceed notwithstanding that the Works shall not
then be or be alleged to be substantially complete.
75.11 Subject to clause 75.13, reference of a Dispute to arbitration shall be a domestic

arbitration for the purposes of Part II of the Arbitration Ordinance (Cap. 341). The
reference of a Dispute to arbitration shall be conducted in accordance with the
Arbitration Rules.
75.12 Save as otherwise provided, the arbitrator shall have full power to direct such valuation
as may, in his opinion, be desirable in order to determine the rights of the parties and to
ascertain and award any sum which ought to have been the subject of or included in any
certificate and to open up, review and revise any notice, withholding of permission or
consent, certificate, instruction, request or decision of the Project Manager relating to
the Dispute. The arbitrator shall have full power to order the rectification of the
Contract subject to any rule of law which would restrict this power.
75.13 The Employer may by notice to the Contractor require that:
(a) any Dispute referred to arbitration pursuant to this clause 75 shall be referred
to the arbitrator appointed or to be appointed in the arbitration of any dispute
or difference in connection with the Works (whether or not relating to issues
similar to those in Dispute) between the Employer and any party other than the
Contractor; or

(b) any dispute or difference in connection with the Works (whether or not
relating to issues similar to those in the Dispute) between the Employer and
any party other than the Contractor shall be referred to the arbitrator appointed
or to be appointed in the arbitration of any Dispute referred pursuant to this
clause 75 and any Dispute, dispute or difference as aforesaid shall be referred
and the Contractor shall accept the reference.
Any such arbitrator shall have full power to give such orders and directions as he shall
think fit in relation to the conduct of any Dispute, dispute or difference including, but
not limited to, the power to order consolidation and hearing together, sequentially or
separately.
75.14 Subject to the foregoing provisions of this clause 75, the Contractor and the Employer
agree to submit to the non-exclusive jurisdiction of the Courts of Hong Kong. Without
prejudice to the generality of their powers, the Courts of Hong Kong shall have power
to direct such valuations as may, in their opinion, be desirable in order to determine the
rights of the parties and to ascertain and award any sum which ought to have been the
subject of or included in any certificate and to open up, review and revise any notice,
withholding of permission or consent, certificate, instruction, request or decision of the
Project Manager relating to the Dispute and to determine all matters in dispute in the
same manner as if no such notice, withholding of permission or consent, certificate,
instruction, request or decision had been given, issued or made.
NOTICES
76. Service of notices
76.1 Any document arising under, out of or in connection with the Contract shall be served
on the Employer or the Contractor at the address stated in the Articles of Agreement, or
such other address in Hong Kong as may be notified to the other party, expressly for the
purpose of service of documents. Service of documents may be by hand or by post or,
subject to clause 76.2, by facsimile.
76.2 Documents may be served by facsimile only if the recipient has previously notified the
other party that he is prepared to accept service of documents or a document in that
fashion. It shall be a condition of valid service by facsimile that a hard copy be served
on the recipient pursuant to clause 76.1 within seven days.
DEFAULT
77. Default of Employer to pay
77.1 If the Employer fails to pay the Contractor any amount due to be paid to the Contractor
by the Employer within two months of the last date upon which the same ought to have
been paid in accordance with the Contract then provided that after the expiry of the said
two-month period the Contractor shall have given the Employer notice requesting the
payment to be made and the Employer shall have remained in default for a further
fourteen days the Contractor shall be entitled without prejudice to any other right or
remedy to suspend the execution of the Works or to terminate the Contract by giving
further notice to the Employer. The bona fide exercise or purported exercise by the
Employer of either a right of set-off or counter-claim or a right under or in connection
with the Contract to deduct amounts from monies otherwise due shall not be treated as a
failure by the Employer to make a payment for the purposes of this clause 77.1.

77.2 Upon the giving of such further notice the property in all Contractor's Equipment and
Temporary Works brought upon the Project Site by the Contractor shall thereupon re-
vest in the Contractor and the Contractor shall with all reasonable despatch remove the
same from the Project Site.
77.3 In the event of such termination the Employer shall be under the same obligations to the
Contractor in regard to payment as if the Contract had been terminated pursuant to the
provisions of clause 74.1 (and the same provisions shall survive) but in addition to the
payments specified in clause 74.3 the Employer shall pay to the Contractor the amount
of any loss or damage to the Contractor arising out of or in connection with or by
consequence of such termination.
OPTIONS
78. Exercise of Options
78.1 The Project Manager may exercise an Option in whole or in part by instructing the
Contractor to execute the work, or part thereof, comprised therein at any time within the
period identified for so doing within the Specification.
78.2 If the Project Manager exercises an Option in whole or in part in accordance with this
clause, the Contractor shall carry out the work comprised therein subject to and in
accordance with the Contract as if it had at all times formed part of the Works and all
provisions of the Contract shall apply to the Works incorporating the work under the
Option.
78.3 Upon the exercise of an Option, the Cost Centre Values, Sections, Stages, and Key
Dates, together with such other matters as may be identified, shall be adjusted as
identified in the Pricing Document and the Specification in respect of such Option. The
Contractor shall not be entitled to any extension of time to any Key Date or to any
payment of Cost or any other financial compensation by reason of the exercise of an
Option, except as expressly provided in the Pricing Document or the Specification.
78.4 The work comprised within an Option which the Project Manager does not exercise
shall not form part of the Works and the Contractor shall not be entitled to any payment
for or in connection with such Option or the work comprised therein.
78.5 If the Project Manager exercises an Option, the limit for general and liquidated damages
for delay stated in Appendix 1 to the Form of Tender (if any) shall be increased by 10%
of the value of the Option identified in the Pricing Document.
INTERFACE ISSUES
79. Claims between contracts
79.1 The Contractor shall not be entitled to claim any extension of time, additional payment
or any other compensation whatsoever in connection with the Contract in respect of or
arising from any matters for which the Contractor is responsible under any other
contract between the Employer and the Contractor.
80. Compulsory access for Other Contractors
80.1 Without prejudice to any other rights or remedies of the Employer or any other power of
the Project Manager, if the Contractor is in breach of his obligation to achieve any Stage

or substantially complete the Works or any Section thereof by the relevant Key Date the
Project Manager may at any time serve a notice on the Contractor which specifies:
(a) the name(s) of the Other Contractor(s) (which may, for the purposes of this
clause 80, include persons who are sub-contractors of the Contractor for works
other than the Works) who require access to that Section or part of the Works
to carry out other work;
(b) the part of the Site to which access is required; and
(c) the date from which the Contractor shall start to allow access in accordance
with this clause.
80.2 After the Project Manager's service of a notice pursuant to clause 80.1:
(a) the Contractor shall continue to execute the Works whilst allowing the Other
Contractor(s) to have access in accordance with the notice;
(b) the Contractor shall have no claim for compensation in respect of any delay,
disruption or expense whatsoever which the Contractor may suffer as a
consequence of compliance with his obligations under this clause; and
(c) the Contractor shall co-operate and co-ordinate with the Project Manager and
the Other Contractor(s) to allow the Other Contractor(s) to execute their works
in the most efficient manner which the circumstances may permit.

SCHEDULE 1
ARTICLES OF AGREEMENT
General Conditions of Contract (Civils/Building)

Issue No. 8 - July 2005
ARTICLES OF AGREEMENT
THIS AGREEMENT is made the day of 200[ ].
BETWEEN
(1) THE AIRPORT AUTHORITY of HKIA Tower, 1 Sky Plaza Road, Hong Kong
International Airport, Lantau, Hong Kong (together with its successors and assigns, "the
Employer"); and
(2) [ ] a company incorporated in and in

accordance with the laws of [ ] of [ ] (and [ ]a
company incorporated in and in accordance with the laws of [ ] of
[ ]) [See Note 1] ("the Contractor").
WHEREAS
(A) The Employer requires the Works to be executed and has accepted the Tender.
(B) The Contractor has (jointly and severally) [See Note 1] agreed to execute the Works.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. In consideration of the payments to be made by the Employer to the Contractor as

hereinafter mentioned, the Contractor hereby (jointly and severally) [See Note 1]
covenants with the Employer to execute the Works in accordance with the Contract.
2. The Employer hereby covenants to pay to the Contractor in consideration of the

execution of the Works the Final Contract Sum or such other sums as may be payable to
the Contractor in accordance with the Contract at the times and in the manner prescribed
by the Contract.
3. The Contract comprises the entire agreement between the parties hereto relating to the
transactions provided for therein and supersedes any previous agreements between the
parties relating thereto or any part thereof. Save to the extent that any statement,
condition, qualification, warranty, representation or undertaking made in the Tender, or
in any discussion or correspondence thereon or relating thereto, is expressly
incorporated in the Contract, the same is not so incorporated and is hereby withdrawn.
4. The Employer's address for service of documents shall be the address first referred to
above and the Contractor's address for service of documents shall be [ ] Hong
Kong [See Note 2].
5. Words and expressions used in these Articles of Agreement shall have the same
meaning as are respectively assigned to them in clause 1 of the General Conditions
attached hereto.

Schedule 1 - Articles of Agreement
IN WITNESS WHEREOF this Agreement has been executed as a deed the day and year
first above written.
THE COMMON SEAL of )

THE AIRPORT AUTHORITY )
was affixed hereto and authenticated by: )
)
)
)
Mr. )
[ ] as [ ] of the )
Airport Authority )

[ ] )
was affixed hereto in the )
presence of:- )
[See Notes 1 and 3]

Notes (for preparation of but not inclusion in the engrossment of the Articles of Agreement):-
1. If the Contractor comprises a partnership, consortium or other multi-partite body,

liability shall be joint and several. Each member must execute these Articles and the
bracketed words shall be included as appropriate. Foreign corporations shall be
described appropriately.
2. The address for service shall be in Hong Kong.
3. Copies of relevant Board resolutions authorising the execution under seal of this
document shall be provided. If execution is to be by an Attorney, appropriate
amendments shall be made and a copy of the Power of Attorney and relevant Board
resolution shall be provided. In the case of a foreign corporation, a legal opinion in the
form required by the Employer shall be produced confirming the validity of the
execution of these Articles and of any Power of Attorney.

SCHEDULE 2
FORM OF CONTRACTOR'S BOND

FORM OF CONTRACTOR'S BOND
BY THIS BOND dated the day of 200[ ].
[ ] a company incorporated in and in accordance with the laws of [ ] of

[ ] [See Note 1] ("the Bondsman") is irrevocably and unconditionally bound
to the Airport Authority (together with its successors and assigns, "the Employer") in
the sum of [ ] Hong Kong Dollars (HK$[ ]) ("the Bonded Sum") for payment
of which sum the Bondsman binds himself in accordance with the provisions of this
Bond.
WHEREAS
(A) By a contract dated [ ] ("the Contract") made between the Employer and the
Contractor, the Contractor has agreed to execute the Works upon the terms contained in
the Contract.
(B) Pursuant to the terms of the Contract, the Contractor agreed to procure the provision to
the Employer of a bond in the terms hereof.
NOW THE TERMS of this Bond are:-
1. Where applicable, words and expressions used in this Bond shall have the meaning
assigned to them in the Contract.
2. The Bondsman hereby irrevocably and unconditionally undertakes to pay to the

Employer upon receipt from the Employer of a written demand substantially in the form
attached hereto as Schedule 1 signed on behalf of the Employer an amount equal to the
lesser of:
(a) the amount specified in such demand; and
(b) the Bonded Sum less the aggregate of all previous payments made under this
Bond.
3. The liability of the Bondsman under this Bond shall remain in full force and effect and
shall not be affected or discharged in any way by, and the Bondsman hereby waives
notice of:-
(a) any suspension of the Works or variation to or amendment of the Works or the
Contract (including without limitation extension of time for performance and
adjustment to the amount payable to the Contractor under the Contract);
(b) the termination of the Contract or of the employment of the Contractor under the
Contract;
(c) any forbearance or waiver of any right of action or remedy the Employer may
have against the Contractor, or negligence by the Employer in enforcing any such
right of action or remedy;
(d) any other bond, security or guarantee held or obtained by the Employer for any of
the obligations of the Contractor under the Contract or any release or waiver
thereof;

Schedule 2 - Form of Contractor's Bond
(e) any act or omission of the Contractor pursuant to any other arrangement with the
Bondsman;
(f) the issue of any Stage Certificate or Completion Certificate;
(g) any breach of the Contract by or other default of the Employer;
(h) any provision of the Contract being or becoming illegal, invalid, void, voidable or
unenforceable; and
(i) any other action, event or condition which, but for this provision, would operate
by law to discharge the Bondsman from liability under this Bond.
4. The liability of the Bondsman under this Bond shall cease on whichever of the
following events first occurs:-
(a) payment by the Bondsman of the Bonded Sum in full to the Employer;
(b) issue of the Defects Liability Certificate;
(c) return of the Bond by the Employer to the Contractor.
5. The Employer may make one or more demands hereunder.
6. The Bondsman acknowledges that the Employer shall be entitled to assign the benefit of
this Bond or any part thereof, any interest therein or thereunder and any right thereunder,
whether past, existing or future, without the prior written consent of the Bondsman, or
the Contractor being required.
7. All documents arising out of or in connection with this Bond shall be served upon the
Bondsman, at [ ] Hong Kong [See Note 2].
8. The Bondsman may change his nominated address for service of documents to another
address in Hong Kong but only by prior written notice to the Employer. All demands
and notices served by the Employer shall be in writing and in English.
9. This Bond shall be governed by and construed according to the laws for the time being
in force in Hong Kong and the Bondsman agrees to submit to the non-exclusive
jurisdiction of the Courts of Hong Kong.
IN WITNESS whereof this Bond has been executed as a deed on the date first above
written.
THE COMMON SEAL OF )

[ ] )
was affixed hereto in )
the presence of:- )
[See Note 3]

Schedule 1
Form of Demand
[Date]
To: [Bondsman's name]

Hong Kong
For the attention of: [name]
Dear Sirs,
Contract for [Contract Description] at the

Hong Kong International Airport at Chek Lap Kok
Bond
1. We refer to the Bond No. [ ] dated [ ].
2. Terms defined in the above Bond have the same meaning when used in this demand.
3. We confirm that the Contractor is in default of one or more of the Contractor's

obligations under the Contract.
4. We now demand immediate payment of HK$[figure] ([words] Hong Kong dollars).
5. We confirm that the signatory of this letter is authorised by the Employer to make this
demand on behalf of the Employer.
6. This demand is governed by Hong Kong law.
Yours faithfully,
……………………..
for and on behalf of
Airport Authority

NOTES FOR GUIDANCE IN PREPARATION OF BOND BY BONDSMAN
These notes are prepared in order to assist the Bondsman in the preparation of the Contractor’s
Bond and cross refer to the note references contained in the draft Bond. The note references
contained in the draft Bond shall be deleted from the engrossment of the Bond when prepared by
the Bondsman.
NOTE 1
The place of incorporation of the Bondsman shall be inserted together with:
(a) its registered address in the place of incorporation; and
(b) the address of its place of business in Hong Kong.
NOTE 2
The address for service of notices and demands on the Bondsman shall be in Hong Kong and,
preferably, at the Bondsman's place of business in Hong Kong.
NOTE 3
The Contractor's Bond shall be executed under seal by the Bondsman.
This may be done either by:
(a) affixing the Corporate Seal of the Bondsman in the presence of authorised signatories in
accordance with the Articles of Association or other constitutional documents of the
Bondsman; or
(b) by execution under seal by an attorney appointed by a valid and binding Power of
Attorney given by the Bondsman in accordance with its Articles of Association or other
constitutional documents.
The following documents shall be submitted with the executed Bond:
1. if executed by affixing the Corporate Seal:
(a) an extract from the Bondsman's Articles of Association or other

constitutional documents dealing with the execution of documents by use of
the Corporate Seal of the Bondsman; and
(b) a copy of the Board Resolution or a copy of the minutes of the meeting of the
Board of the Bondsman, by which the execution of the Bond was approved;
and
2. if executed by an attorney on behalf of the Bondsman:
(a) a copy of the Power of Attorney by which the attorney is appointed by the
Bondsman to execute documents on its behalf; and

(b) evidence of the authority of the person providing the Power of Attorney to
delegate the powers to the attorney e.g. copy of the Board Resolution
authorising the appointment of the attorney or extracts from the Bondsman's
Articles of Association or other constitutional documents dealing with the
appointment of attorneys, together with confirmation of the position or office
held by the person giving the Power of Attorney.

SCHEDULE 3
FORM OF PARENT COMPANY GUARANTEE

FORM OF PARENT COMPANY GUARANTEE
THIS GUARANTEE is made the day of 200[ ].
BY:
(1) [ ] a company incorporated in and in accordance with the laws of

[ ] of [ ] (and [ ] a company incorporated in
accordance with the laws of [ ] of [ ]) [See Note 1] ("the
Guarantor");
TO:
(2) The Airport Authority of HKIA Tower, 1 Sky Plaza Road, Hong Kong International
Airport, Lantau, Hong Kong (together with its successors and assigns, "the Employer").
WHEREAS
the Contract.
(B) Pursuant to the terms of the Contract, the Contractor agreed to procure the provision of
a guarantee in the terms hereof. [See Note 2]
(C) At the request of the Contractor, the Guarantor has (jointly and severally) [See Note 1]
agreed to guarantee performance of the Contract by the Contractor [See Note 3] as set
out herein.
IT IS HEREBY AGREED AS FOLLOWS:-
1. Where applicable, words and expressions used in this Guarantee shall have the meaning
2. In consideration of the Employer accepting this Guarantee pursuant to the Contract, the
Guarantor (jointly and severally) [See Note 1] irrevocably and unconditionally
guarantees to the Employer as a primary obligation and not as a surety due performance
by the Contractor of all of his obligations and liabilities under and arising out of the
Contract save that nothing herein shall be construed as imposing greater obligations or
liabilities on the Guarantor than are imposed on the Contractor by the Contract.
3. The obligations of the Guarantor under this Guarantee shall remain in full force and
effect and shall not be discharged in any way by and the Guarantor hereby waives
notice of:-
adjustments to the amount payable to the Contractor under the Contract);
(b) any provision of the Contract being or becoming illegal, invalid, void, voidable or
unenforceable;

Schedule 3 - Form of Parent Company Guarantee
(c) the termination of the Contract or of the employment of the Contractor under the
Contract;
(d) any forbearance or waiver of any right of action or remedy the Employer may
have against the Contractor or negligence by the Employer in enforcing any such
(e) any bond, security or other guarantee held or obtained by the Employer for any of
thereof;
(f) any breach of the Contract or other default of the Employer; and
(g) any other action, event or condition which, but for this provision, would operate
by law to discharge the Guarantor from liability under this Guarantee.
4. This Guarantee shall extend to any variation of or amendment to the Contract and to any
agreement supplemental thereto agreed between the Employer and the Contractor and
the Guarantor hereby authorises the Employer and the Contractor to make any such
amendment, variation or supplemental agreement.
5. This Guarantee is a continuing guarantee and accordingly shall cover all of the
obligations and liabilities of the Contractor under and arising out of the Contract and
remain in full force and effect until all the said obligations and liabilities of the
Contractor shall have been carried out, completed and discharged in accordance with
the Contract. This Guarantee is in addition to any other security which the Employer
may at any time hold and may be enforced without first having recourse to any such
security or taking any steps or proceedings against the Contractor.
6. Until the date of issue of the Defects Liability Certificate, the Guarantor shall not on any
ground whatsoever make any claim or threaten to make any claim whether by
proceedings or otherwise against the Contractor nor, if the Contractor comprises more
than one entity, against any such entity for the recovery of any sum paid by the
Guarantor pursuant to this Guarantee. Any such claim shall be subordinate to any
claims (contingent or otherwise) which the Employer may have against the Contractor
and/or any entity as aforesaid arising out of or in connection with the Contract until
such time as the Employer's claims shall be satisfied by the Contractor and/or any entity
as aforesaid or the Guarantor as the case may be. To that intent the Guarantor shall not
claim or have the benefit of any security which the Employer holds or may hold for any
monies or liabilities due or incurred by the Contractor and/or any entity as aforesaid to
the Employer and, in case the Guarantor receives any sum from the Contractor and/or
any entity as aforesaid in respect of any payment by the Guarantor hereunder, the
Guarantor shall hold such sum in trust for the Employer for so long as any sum is
payable (contingently or otherwise) under this Guarantee.
7. (a) The Employer shall be entitled, with the prior written consent of the Guarantor,
(such consent not to be unreasonably withheld or delayed) to assign or transfer
the benefit of this Guarantee or any part thereof, any interest therein or thereunder
and any right thereunder, whether past, existing or future, to any third party.
(b) In the event of any assignment or transfer by the Employer in accordance with
clause 7(a) above, the assignee or transferee shall from the date thereof have the
same rights, powers and remedies as it would have had if it had at all times been
the Employer under this Guarantee. Without prejudice to the generality of the
foregoing, all losses, costs, demands, claims proceedings or any other right or
benefit whatsoever, (whether past, present or future) of the Employer related to or
in any way connected with or arising out of this Guarantee, shall be deemed to be
those of any assignee or transferee of the Employer.
8. All documents arising out of or in connection with this Guarantee shall be served upon
the Guarantor, at [ ], Hong Kong [See Note 4].
9. The Guarantor may change its nominated address for service of documents to another
address in Hong Kong by providing not less than five business days' written notice to
the Employer. All demands and notices shall be in writing and in English.
10. This Guarantee shall be governed by and construed according to the laws for the time
being in force in Hong Kong and the Guarantor agrees to submit to the non-exclusive
jurisdiction of the courts of Hong Kong.
IN WITNESS whereof this Guarantee has been executed as a deed on the date first
before written.

[ ] )
the presence of:- )
[See Notes 1 and 5]

NOTES FOR GUIDANCE IN PREPARATION OF GUARANTEE BY GUARANTOR
These notes are prepared in order to assist the Guarantor in the preparation of the Guarantee and
cross refer to the note references contained in the draft Guarantee. The note references contained
in the draft Guarantee shall be deleted from the engrossment of the Guarantee when prepared by
the Guarantor.
NOTE 1
If more than one company executes this Guarantee in respect of the Contractor or any entity
comprising the Contractor (e.g. because the Contractor or any entity has more than one parent
company) the Guarantors under the Guarantee shall have joint and several liability and the square
brackets shall be deleted.
If only one party is acting as Guarantor under the Guarantee, the square brackets and the words
within, relating to the second Parent Company and joint and several liability, should be deleted.
NOTE 2
If the Contractor comprises more than one legal entity, a Guarantee in this form shall be provided
in respect of each entity.
NOTE 3
If the circumstances referred to under Note 2 apply, and the Contractor comprises more than one
legal entity, the Guarantor shall guarantee the performance of the Contractor as a whole because
each entity comprising the Contractor shall have joint and several liability for the acts and
omissions of the Contractor as a whole.
NOTE 4
The address for service shall be in Hong Kong.
NOTE 5
Each entity comprising the Guarantor shall execute the Guarantee under seal.
(a) affixing the Corporate Seal of the Guarantor in the presence of authorised signatories in
Guarantor; or
Attorney given by the Guarantor in accordance with its Articles of Association or other

The following documents shall be submitted with the executed Guarantee:
(a) an extract from the Guarantor's Articles of Association dealing with the execution
of documents by use of the Corporate Seal of the Guarantor or other
constitutional documents; and
Board of the Guarantor by which the execution of the Guarantee was approved;
and
2. if executed by an attorney on behalf of the Guarantor:
Guarantor to execute documents on its behalf; and
delegate powers to the attorney e.g. copy of the Board Resolution authorising the
appointment of the attorney or extracts from the Guarantor's Articles of
Association or other constitutional documents dealing with the appointment of
attorneys together with confirmation of the position or office held by the person
giving the Power of Attorney.

SCHEDULE 4
NOT USED

SCHEDULE 5
FORM OF BOND FOR OFF-SHORE MANUFACTURE

FORM OF BOND FOR OFF-SHORE MANUFACTURE
BY THIS BOND dated the day of 200[ ] [ ] a company

incorporated in accordance with the laws of [ ] of [ ] [See Note 1],
("the Bondsman") is irrevocably and unconditionally bound to the Airport Authority
(together with its successors and assigns, "the Employer") for payment of a sum not
exceeding the sum stated in clause 2 below in accordance with the provisions of this
Bond.
WHEREAS :
the Contract.
(B) Pursuant to the terms of the Contract, the Employer is obliged to pay the Contractor the
sum of [ ] Hong Kong dollars (HK$ [ ]) [See Note 2] ("the Off-shore Payment") by
instalments in accordance with the Interim Payment Schedule for the activities
described in (Part A of) [See Note 3] Cost Centre [No. ].
(C) Pursuant to the said activities, certain components of the Works falling within [Part A of]
[See Note 3] Cost Centre [No. ] ("the Manufactured Goods") as identified in the
Schedule of Goods Manufactured Offshore contained in the Pricing Document, are to be
manufactured offshore Hong Kong for subsequent delivery to and installation at the Site.
(D) Pursuant to the terms of the Contract, the Contractor, as a condition precedent to his
entitlement to receive any payment instalment under [Part A of] [See Note 3] Cost
Centre [No. ], is obliged to provide a bond in the terms hereof.
NOW THE TERMS of this Bond are :-

Employer an amount not exceeding [ ] Hong Kong dollars (HK$ [ ]) [See Note 4]
upon receipt from the Employer of a written demand substantially in the form of the
Schedule to this Bond signed on behalf of the Employer stating :-
(a) either that the Contractor is in default of his obligations under the Contract or that
the Employer is entitled to terminate or has terminated the Contract or the
employment of the Contractor under the Contract; and
(b) the amount due and payable under this Bond in accordance with clause 4 below.
3. The Bondsman shall pay to the Employer the amount thus demanded without requiring
further evidence or proof of :-
(a) the default of the Contractor;
(b) the Employer's entitlement to terminate the Contract or the employment of the
Contractor under the Contract;

Schedule 5 - Form of Bond for Offshore Manufacture
(c) any termination of the Contract or the employment of the Contractor under the
Contract; or
(d) the amount due and payable under this Bond.
4. The amount payable under this Bond shall be the aggregate of the instalments of the
Off-shore Payment (net of Retention Money) prior to the date of the written demand
referred to in clause 2 above less the aggregate as certified by the Project Manager of
any and all sums in respect of the Manufactured Goods delivered to Hong Kong in
accordance with the terms of the Contract provided always that the liability of the
Bondsman under this Bond shall not exceed the sum stated in clause 2 above.
notice of :-
(a) any suspension of the Works or variation to, or amendment of the Contract or the
Works (including without limitation extension of time for performance and
adjustment to the amount payable under the Contract);
Contract;
have against the Contractor or negligence by the Employer in enforcing any such
thereof;
Bondsman;
(f) any breach of the Contract or other default of the Employer; and
(g) any provision of the Contract being or becoming illegal, invalid, void, voidable or
unenforceable.
following events first occurs :-
(a) payment in full by the Bondsman to the Employer of a sum demanded under
clause 2 above;
(b) receipt of written notification from the Project Manager that all of the
Manufactured Goods have been delivered to Hong Kong and inspected by him; or
(c) [ ], 200[ ][see Note 5].
7. The Employer shall be entitled to assign the benefit of this Bond or any part thereof, any
interest therein or thereunder and any right thereunder, whether past, existing or future,
without the prior written consent of the Bondsman or the Contractor being required.

8. Any documents arising out of or in connection with this Bond shall be served upon the
Bondsman, at [ ] Hong Kong [See Note 6].
address in Hong Kong but only by prior written notice to the Employer. All demands
and notices shall be in writing and in English.
10. This Bond shall be governed and construed according to the laws for the time being in
force in Hong Kong and the Bondsman agrees to submit to the non-exclusive
IN WITNESS whereof this Bond has been executed as a deed on the date first before
written.

[ ] )
the presence of:- )
[See Note 7]

SCHEDULE TO BOND
FORM OF DEMAND
To: [ ]
Hong Kong
For the attention of : [ ]
[ ], 200[ ]
Dear Sirs,
Contract No. [ ]
Bond for Offshore Manufacture
1. We refer to the Bond for Off-shore Manufacture dated [ ], 200[ ]
3. We confirm [EITHER] (that the Contractor is in default of his obligations under the
Contract) [OR] (that the Employer is entitled to terminate or has terminated the Contract
or the employment of the Contractor under the Contract) [See Note 1].
4. We now demand payment of HK$[ figures ] ([ words ] Hong Kong dollars) by

[ ], 200[ ] , being the amount due in accordance with clause 4 of the above
Bond.
5. We confirm that the signatories of this letter are authorised by the Employer to make
this demand on behalf of the Employer.
Yours faithfully,
(Authorised Signatory)
.................................
The Airport Authority
Note (for preparation of but not inclusion in the demand):-
1. Delete whichever bracketed words are inappropriate.

NOTES FOR GUIDANCE IN PREPARATION OF OFF-SHORE MANUFACTURING BOND
These notes are prepared in order to assist the Bondsman in the preparation of the Off-shore
Manufacturing Bond(s) and cross refer to the note references contained in the draft of the Bond.
The note references contained in the draft Bond shall be deleted from the engrossments of the
Bonds when prepared by the Bondsman.
NOTE 1
The place of incorporation of the Bondsman should be inserted together with:
NOTE 2
This amount shall be the Cost Centre Value of the relevant Cost Centre which is to be paid for
offshore goods or, where relevant, the part of the Cost Centre Value.
NOTE 3
Delete the bracketed words if the Cost Centre is undivided and insert relevant Cost Centre numbers
as referred to in the Pricing Document contained in the Contract.
NOTE 4
The amount to be inserted shall be 95% of the figure referred to in Recital (B).
NOTE 5
The date to be inserted shall be in accordance with the Preamble to the Pricing Document.
NOTE 6
NOTE 7
The Bond shall be executed under seal by the Bondsman.
Bondsman; or

(a) an extract from the Bondsman's Articles of Association or other constitutional

documents dealing with the execution of documents by use of the Corporate Seal
of the Bondsman; and
Board of the Bondsman, by which the execution of the Bond was approved; and
delegate the powers to the attorney e.g. copy of the Board Resolution authorising
the appointment of the attorney or extracts from the Bondsman's Articles of
attorneys together with confirmation of the position or office held by the person
giving the Power of Attorney.

SCHEDULE 6
NOT USED

SCHEDULE 7
FORM OF RETENTION BOND

FORM OF RETENTION BOND
[To be prepared on headed notepaper of the Bondsman]
BY THIS BOND dated the day of 200[ ].
[ ] a company incorporated in and in accordance with the laws of [ ] of

[ ] [See Note 1] ("the Bondsman") is irrevocably and unconditionally bound to the
Airport Authority (together with its successors and assigns, "the Employer") in the sum of
[ ] Hong Kong Dollars (HK$[ ]) ("the Bonded Sum") for payment of
which sum the Bondsman binds himself in accordance with the provisions of this Bond.
WHEREAS:
(A) By a contract dated [ ] (“the Contract") made between the Employer and the
Contractor, the Employer is entitled to retain retention money from interim payments
due to the Contractor in accordance with the Contract (“Retention Money”), which
Retention Money is to be released to the Contractor on the occurrence of certain events.
(B) The Employer has agreed to release to the Contractor such Retention Money as is
currently held by the Employer, prior to the time at which the Contractor is entitled to
receive the same under the Contract, subject to and conditional upon the provision of a
bond in the terms hereof.
NOW THE TERMS of this Bond are:

Employer upon receipt from the Employer of a written demand substantially in the form
attached hereto as Schedule 1 signed on behalf of the Employer an amount equal to the
lesser of:
(a) the amount specified in such demand; and
(b) the Bonded Sum less the aggregate of all previous payments made under this
Bond.
notice of:-
adjustment to the amount payable to the Contractor under the Contract);
Contract;

Schedule 7 - Form of Retention Bond
have against the Contractor, or negligence by the Employer in enforcing any such
thereof;
Bondsman;
(f) the issue of any Stage Certificate or Completion Certificate;
(g) any breach of the Contract by or other default of the Employer;
(h) any provision of the Contract being or becoming illegal, invalid, void, voidable or
unenforceable; and
(i) any other action, event or condition which, but for this provision, would operate
by law to discharge the Bondsman from liability under this Bond.
following events first occurs:
(a) payment by the Bondsman of the Bonded Sum in full to the Employer;
(b) issue of the Defects Liability Certificate;
(c) return of the Bond by the Employer to the Contractor; or
(d) receipt of a replacement Retention Bond in similar form to this bond, by the
Employer.
5. The Employer may make one or more demands hereunder.
6. The Bondsman acknowledges that the Employer shall be entitled to assign the benefit of
this Bond, or any part thereof, any interest therein or thereunder and any right
thereunder, whether past, existing or future, without the prior written consent of the
Bondsman or the Contractor being required.
7. All documents arising out of or in connection with this Bond shall be served upon the
Bondsman, at [Insert Address] Hong Kong in English [SEE NOTE 2].
address in Hong Kong but only by prior written notice to the Employer.
9. This Bond shall be governed by and construed according to the laws for the time being
in force in Hong Kong and the Bondsman agrees to submit to the non-exclusive

IN WITNESS whereof this Bond has been executed as a deed on the date first above written.

[Insert name of Bondsman] )
the presence of: )
)
OR
SIGNED, SEALED AND DELIVERED )

by Mr [ ] )
for and on behalf of [Insert name of )
Bondsman] as lawful attorney of the )
Bondsman under Power of Attorney )
dated [ ] in the )
presence of [Insert name of Witness] )
as Witness )
________________________________
[SEE NOTE 3]

SCHEDULE TO BOND
FORM OF DEMAND
To: [ ]
Hong Kong
For the attention of : [ ]
[ ], 200[ ]
Dear Sirs,
Contract No. [ ]
Retention Bond
1. We refer to the Retention Bond dated [ ], 200[ ]
3. We confirm [EITHER] (that the Contractor is in default of his obligations under the
Contract) [OR] (that the Employer is entitled to terminate or has terminated the Contract
or the employment of the Contractor under the Contract) [See Note 1].
4. We now demand payment of HK$[ figures ] ([ words ] Hong Kong dollars) by

[ ], 200[ ] , being the amount due in accordance with clause 4 of the above Bond.
5. We confirm that the signatories of this letter are authorised by the Employer to make
this demand on behalf of the Employer.
Yours faithfully,
(Authorised Signatory)
.................................
The Airport Authority
Note (for preparation of but not inclusion in the demand):-
1. Delete whichever bracketed words are inappropriate.

NOTES FOR GUIDANCE IN PREPARATION OF BOND BY BONDSMAN
These notes are prepared in order to assist the Bondsman in the preparation of the Retention Bond
and cross refer to the note references contained in the draft Bond. The note references contained
in the draft Bond shall be deleted from the engrossment of the Bond when prepared by the
Bondsman.
NOTE 1
The place of incorporation of the Bondsman shall be inserted together with:
NOTE 2
The address for service of notices and demands on the Bondsman shall be in Hong Kong and,
preferably, at the Bondsman's place of business in Hong Kong.
NOTE 3
The Retention Bond shall be executed under seal by the Bondsman.
Bondsman; or
(a) an extract from the Bondsman's Articles of Association or other

constitutional documents dealing with the execution of documents by use of
the Corporate Seal of the Bondsman; and
Board of the Bondsman, by which the execution of the Bond was approved;
and

delegate the powers to the attorney e.g. copy of the Board Resolution
authorising the appointment of the attorney or extracts from the Bondsman's
Articles of Association or other constitutional documents dealing with the
appointment of attorneys, together with confirmation of the position or office
held by the person giving the Power of Attorney.

SCHEDULE 8
NOT USED

SCHEDULE 9
NOT USED

SCHEDULE 10
FORM OF SUB-CONTRACTOR WARRANTY

FORM OF SUB-CONTRACTOR WARRANTY
THIS WARRANTY is made the day of 200[ ]
BETWEEN:
1. [ ] a company incorporated in and in accordance with the laws of

[ ] of [ ] [See Note 1] ("the Sub-Contractor"); and
2. The Airport Authority of HKIA Tower, 1 Sky Plaza Road, Hong Kong International
Airport, Lantau, Hong Kong (together with its successors and assigns, "the Employer").
WHEREAS
Contractor, the Contractor has agreed to execute the Works and upon the terms
contained in the Contract.
(B) The Sub-Contractor has had an opportunity of reading and noting the provisions of the
Contract (other than details of the Contractor's prices and rates).
(C) Pursuant to the Contract, the Contractor wishes to enter into an agreement with the Sub-
Contractor ("the Sub-Contract") for the Sub-Contractor to carry out and complete a part
of the Works as more particularly described in the Sub-Contract ("the Sub-Contract
Works").
(D) The Contract stipulates that the Contractor shall obtain the consent of the Project
Manager (as identified in the Contract) before entering into the Sub-Contract, and that
the Contractor shall procure that the Sub-Contractor executes a warranty agreement in
favour of the Employer.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. Where applicable, words and expressions used in this Warranty shall have the meaning
2. In consideration of the Employer accepting this Warranty pursuant to the Contract and
the Project Manager consenting to the Contractor and the Sub-Contractor entering into
the Sub-Contract, the Sub-Contractor warrants and undertakes to the Employer that:-
(a) he shall execute the Sub-Contract Works, and has carried out and will carry out
each and all of the obligations, duties and undertakings of the Sub-Contractor
under the Sub-Contract when and if such obligations, duties and undertakings
shall become due and performable, in accordance with the terms of the Sub-
Contract (as the same may from time to time be varied or amended with the
consent of the Project Manager); and
(b) he shall supply the Project Manager with all information which the Project
Manager may reasonably require from time to time in relation to progress of the
Sub-Contract Works.

Schedule 10 - Form of Sub-Contractor Warranty
3. The Sub-Contractor undertakes to indemnify the Employer against each and every
liability which the Employer may have to any person whatsoever and against any claims,
demands, proceedings, loss, damages, costs and expenses sustained, incurred or payable
by the Employer to the extent arising from breach of this Warranty by the Sub-
Contractor provided that the Sub-Contractor shall have no greater liability to the
Employer by virtue of this clause 3 than the liability of the Contractor to the Employer
under the Contract to the extent that the same shall have arisen by reason of any breach
by the Sub-Contractor of his obligations under the Sub-Contract.
4. No allowance of time by the Employer hereunder or by the Contractor under the Sub-
Contract nor any forbearance or forgiveness in or in respect of any matter or thing
concerning this Warranty or the Sub-Contract on the part of the Employer or the
Contractor, nor anything that the Employer or the Contractor may do or omit or neglect
to do, shall in any way release the Sub-Contractor from any liability under this
Warranty.
5. The Sub-Contractor agrees that he will not without first giving the Employer not less
than twenty-one days' prior notice in writing exercise any right he may have to
terminate the Sub-Contract or his employment thereunder or withhold performance of
his obligations under the Sub-Contract.
6. (a) Notwithstanding anything to the contrary in the Sub-Contract, if the Contract or

the employment of the Contractor under the Contract is terminated for any reason
whatsoever and if so requested by the Employer in writing within twenty-one
days of such termination, the Sub-Contractor shall enter into a novation
agreement with the Employer and the Contractor in which the Sub-Contractor
will undertake inter alia to perform the Sub-Contract and be bound by its terms as
if the Employer had originally been named as a contracting party in place of the
Contractor and as if neither the Contract or the Contractor's employment
thereunder nor the Sub-Contract or the Sub-Contractor's employment thereunder
had been terminated. The said novation agreement will be in such form as the
Employer may reasonably require.
(b) If the Employer does not require the Sub-Contractor to enter into a novation
agreement as required by clause 6(a) above, the Sub-Contractor shall have no
claim whatsoever against the Employer for any damage, loss or expense
howsoever arising out of or in connection with this Warranty.
7. Insofar as the copyright or other intellectual property rights (in Hong Kong or any
country) in any plans, calculations, drawings, documents, materials, know-how and
information relating to the Sub-Contract Works shall be vested in the Sub-Contractor,
the Sub-Contractor grants to the Employer, his successors and assigns a royalty free,
non-exclusive and irrevocable licence (carrying the right to grant sub-licences) to use,
reproduce, modify, adapt and translate any of the works designs or inventions
incorporated and referred to in such documents or materials and any such know-how
and information for all purposes relating to the Works or the Airport. To the extent that
beneficial ownership of any such copyright or other intellectual property right is vested
in anyone other than the Sub-Contractor, the Sub-Contractor shall use best endeavours
to procure that the beneficial owner thereof shall grant a like licence to the Employer.
Any licence granted pursuant to this clause 7 shall not be determined if the Sub-
Contractor shall for any reason cease to be employed in connection with the Sub-
Contract Works and the Sub-Contractor shall execute all documents and take all such
other steps as may be necessary to effect and protect the licences (including, without
limitation, registration and notification to purchasers of the Sub-Contractor's or other
owner's rights).
8. If there is any ambiguity or conflict between the terms of the Sub-Contract and this
Warranty, the terms of this Warranty shall prevail.
9. The provisions of this Warranty shall be without prejudice to and shall not be deemed or
construed so as to limit or exclude any right or remedy which the Employer may have
against the Sub-Contractor whether in tort or otherwise.
10. (a) The Employer shall be entitled, with the prior written consent of the Sub-
Contractor, such consent not to be unreasonably withheld or delayed, to assign
or transfer the benefit of this Warranty or any part thereof, any interest therein
or thereunder and any right thereunder, whether past, existing or future, to any
third party.
(b) In the event of any such assignment or transfer by the Employer in accordance
with clause 10(a) above, such assignee or transferee shall from the date thereof
have the same rights, powers and remedies as it would have had if it had at all
times been the Employer under this Warranty. Without prejudice to the
generality of the foregoing, all losses, costs, demands, claims, proceedings or
any other rights or benefits whatsoever, (whether past, present or future) of the
Employer related to or in any way connected with or arising out of this Warranty,
shall be deemed to be those of any assignee or transferee of the Employer.
11. All documents arising out of or in connection with this Warranty shall be served :-
(a) upon the Employer at HKIA Tower, 1 Sky Plaza Road, Hong Kong International
Airport, Lantau, Hong Kong marked for the attention of the Chief Executive
Officer; and
(b) upon the Sub-Contractor, at [ ], Hong Kong [See Note 2].
12. The Employer and the Sub-Contractor may change their respective nominated addresses
for service of documents to another address in Hong Kong by providing not less than
five business days' written notice to each other. All demands and notices shall be in
writing and in English.
13. Subject to clause 15, any dispute or difference of any kind whatsoever between the
Employer and the Sub-Contractor arising under, and out of or in connection with this
Warranty shall be referred to arbitration and the reference shall be a domestic arbitration
for the purpose of Part II of the Arbitration Ordinance (Cap. 341). The reference to
arbitration shall be conducted in accordance with the arbitration rules set out in schedule
13 to the General Conditions and in those rules "Dispute" shall be deemed to include
any dispute or difference between the Employer and the Sub-Contractor.
14. The arbitrator shall have full power to open up, review and revise any decision,
instruction, notice, withholding of approval or consent, certificate, assessment or
valuation of the Project Manager or the Contractor relating to the dispute or difference.
15. The Employer may by notice to the Sub-Contractor require that:-
(a) any dispute or difference to be referred to arbitration pursuant to clause 13 shall

be referred to the arbitrator appointed or to be appointed in the arbitration of any
dispute or difference in connection with the Works between the Employer and
any party other than the Sub-Contractor; or

(b) any dispute or difference in connection with the Works between the Employer
and any party other than the Sub-Contractor shall be referred to the arbitrator
appointed or to be appointed in the arbitration of any dispute or difference
referred pursuant to clause 13
and any dispute or difference as aforesaid shall be so referred and the Sub-Contractor
shall accept such reference. Any such arbitrator shall have full power to give such
orders and directions as he shall think fit in relation to the conduct of any disputes or
differences including, but not limited to, the power to order consolidation and hearing
together, sequentially or separately.
16. This Warranty and all disputes arising under, out of or in connection therewith shall be
governed by and construed according to the laws for the time being in force in Hong
Kong and, subject to clause 13, the Sub-Contractor agrees to submit to the non-
exclusive jurisdiction of the Courts of Hong Kong.
IN WITNESS whereof this Warranty has been executed as a deed on the date first
before written.

[ ] )
the presence of :- )
[See Note 3]

NOTES FOR GUIDANCE IN PREPARATION
OF WARRANTY BY SUB-CONTRACTOR
These notes are prepared in order to assist the Sub-Contractor in the preparation of the Warranty
and cross refer to the note references contained in the draft Warranty. The note references
contained in the draft Warranty shall be deleted from the engrossment of the Warranty when
prepared by the Sub-Contractor.
NOTE 1
The name, place of incorporation and registered address of the Sub-Contractor shall be inserted.
NOTE 2
NOTE 3
The Sub-Contractor shall execute the warranty under seal.
(a) affixing the Corporate Seal of the Sub-Contractor in the presence of authorised
signatories in accordance with the Articles of Association or other constitutional
documents of the Sub-Contractor; or
Attorney given by the Sub-Contractor in accordance with its Articles of Association or
other constitutional documents.
The following documents shall be submitted with the executed warranty:
(a) an extract from the Sub-Contractor's Articles of Association or other

constitutional documents dealing with the execution of documents by use of the
Corporate Seal of the Sub-Contractor; and
Board of the Sub-Contractor by which the execution of the Warranty was
approved;
2. if executed by an attorney on behalf of the Sub-Contractor:
(a) a copy of the Power of Attorney by which the attorney is appointed by the Sub-
Contractor to execute documents on its behalf; and

delegate powers to the attorney e.g. copy of the Board Resolution authorising the
appointment of the attorney or extracts from the Sub-Contractor's Articles of
attorneys, together with confirmation of the position or office held by the person
giving the Power of Attorney; and
3. if the Sub-Contractor is incorporated outside of Hong Kong, a legal opinion, if required by

the Employer, in a form that shall be provided to the Sub-Contractor confirming the
validity of the execution of the Warranty and of any Power of Attorney.

SCHEDULE 11
FORM OF DESIGN CHECK CERTIFICATE

CERTIFICATE OF THE CONTRACTOR'S DESIGN
OF PERMANENT WORKS
Part 1: To be signed by a senior professionally qualified member of the Contractor's staff, or of his
sub-contractor's staff, responsible for the Contractor's design.
Description of the part of the Permanent Works designed (full description including drawing
references, if any):
I certify that the part of the Permanent Works described above has been designed in
accordance with the Contract and that the design has been checked and found satisfactory
by the undersigned.
Signed:__________________ Date:___________________
Name and qualifications of signatory:
For and on behalf of the Contractor:
Part 2: To be signed by the Checking Engineer.
I certify that the part of the Permanent Works described above has been designed using all
the skill and care to be expected of a professionally qualified and competent designer
experienced in work of a similar nature and scope and that I have checked the design and
drawings and found them satisfactory.
Signed:__________________ Date:___________________
Name and qualifications of the Checking Engineer:
[Name of firm or company]:

Schedule 11 - Form of Design Check Certificate
SCHEDULE 12
MEDIATION RULES

MEDIATION RULES
(2005 EDITION)
MEDIATION
1.1 These Rules are the Mediation Rules (2005 Edition).
1.2 Mediation under these Rules is a private dispute resolution process in which a
neutral person (the “mediator”) helps the parties to reach a negotiated settlement. It
should be entered into by both parties with an open mind in an attempt to settle the
Dispute amicably. The mediation process will be administered by the Hong Kong
International Arbitration Centre (HKIAC), whose address is:
38/F, Two Exchange Square

Central
Hong Kong
Tel: (852) 2525 2381
Fax: (852) 2524 2171
1.3 Either party may require the other party to participate in a mediation process in
accordance with these Rules, as provided for in clause 75, but neither party shall be
bound by an opinion, report, direction or order of the mediator except for an order
in relation to costs made under Rule 20. Clause 75 requires that all issues arising in
a Dispute shall have been the subject of a reference under the Mediation Rules as a
condition precedent to proceeding to arbitration or to an action at law.
1.4 Words and expressions used in these Rules shall have the meaning assigned to them
in the Contract.
INITIATION OF MEDIATION PROCESS
2.1 In relation to any Dispute in respect of which:
2.1.1 the Project Manager fails to give a decision or notice pursuant to clause
75.3; or
2.1.2 either the Contractor or the Employer is dissatisfied with a decision of the
Project Manager pursuant to clause 75.3,
either party may within 30 days after receipt of such decision or notice of the
Project Manager or the expiration of such time limit initiate a mediation by
delivering a written request for mediation (the “Request for Mediation”) to the
other party with copies to the Project Manager and to HKIAC.
2.2 The Request for Mediation shall:
2.2.1 contain a brief self-explanatory statement of the nature of the Dispute, the
quantum in dispute (if any), and the relief or remedy sought; and

Schedule 12 - Mediation Rules
2.2.2 state the name of a person who is willing and able to act as the mediator,
his current fee rates and any other conditions of appointment.
THE MEDIATOR
3. Mediation under these Rules will be conducted by a single mediator appointed in

accordance with Rule 4. The mediator shall have no authority under the Contract or
authority to bind the parties (other than by an order under Rule 20) but he shall,
where he considers it appropriate, make recommendations to the parties for the
purpose of resolving the Dispute.
RESPONSE TO REQUEST FOR MEDIATION
4.1 The party who receives a Request for Mediation may within seven (7) days of
service of the Request for Mediation serve written notice of objection to the person
nominated as the mediator. Any such notice of objection shall put forward the
names of at least two persons willing and able to act as the mediator and their
current fee rates and any other conditions of appointment. Copies of such notice of
objection shall be sent to the Project Manager and to HKIAC.
4.2 Subject to Rule 6, in the absence of service of a notice of objection in accordance

with Rule 4.1, the person nominated in the Request for Mediation shall be deemed
to be acceptable to the party receiving such Request for Mediation.
4.3 In the event of service of a notice of objection, the parties shall attempt to agree on
the appointment of a person willing and able to act as the mediator and, failing
agreement within fourteen (14) days of service of the notice of objection, either
party may request HKIAC to nominate a mediator.
4.4 Within fourteen (14) days of receipt of a request for nomination, the HKIAC shall
on the advice of the HKIAC Mediation Committee (which shall comprise a
balanced representation from professional bodies connected with the construction
industry) nominate a mediator who is prepared to serve and is not disqualified under
Rule 6.
COMMENCEMENT OF THE MEDIATION
5.1 Subject to Rule 6, the mediation shall be deemed for the purposes of these Rules to
commence on the date (the “Mediation Commencement Date”) of appointment of a
person willing and able to act as mediator being the date upon which:
5.1.1 The person nominated as such in the Request for Mediation is deemed
acceptable under Rule 4.2;
5.1.2 The parties agree on the identity of the mediator under Rule 4.3;
5.1.3 The HKIAC makes a nomination under Rule 4.4; or
5.1.4 The HKIAC makes a nomination under Rule 6.

5.2 The party who served the Request for Mediation shall notify the Project Manager
and HKIAC in writing of the identity of the mediator upon receipt of confirmation
from that person of his acceptance of the appointment.
DISQUALIFICATION OF THE MEDIATOR
6. No person shall serve as mediator in any Dispute in which that person has any
financial or personal interest in the result of the mediation except by written consent
of the parties. Prior to accepting an appointment, the proposed mediator shall
disclose to HKIAC any circumstances likely to create a presumption of bias or
prevent a prompt resolution of the Dispute. Upon receipt of the information,
HKIAC shall immediately communicate the information in writing to the parties for
their comments. If either party serves on the HKIAC and the other party a written
objection to the proposed mediator within 7 days of receipt of such communication,
the proposed mediator shall not be appointed. In such a case, within 14 days of
such written objection, the HKIAC shall nominate another mediator in accordance
with the terms of Rule 4.4.
CONDUCT OF THE MEDIATION
7. The mediator shall commence the mediation as soon as possible after his
appointment and shall use his best endeavours to conclude the mediation (which for
the avoidance of doubt will include the provision of any report which may be
required by Rule 15) as expeditiously as possible, but in any event the mediation
process shall not continue for more than 42 days from the Mediation
Commencement Date unless the parties agree otherwise.
8. The parties shall at all times give assistance to the mediator to enable the mediation
to proceed.
9. The parties may be represented by whomever they consider appropriate. Within 7

days of the Mediation Commencement Date, each party shall inform the mediator
and the other party of the names and addresses of the individuals who will represent
them in the mediation.
10. The mediator shall inform himself in any way he thinks fit of the nature and facts of
the Dispute including requiring the Project Manager to meet him.
11. The mediator shall conduct the mediation in such a manner as will permit a full and
expeditious presentation of the parties’ views to him. The mediator may see the
parties together and/or separately for the purpose of informing himself of the nature
and facts of the Dispute.
12. If the mediator considers it appropriate, or if he is requested by the parties, he may

express preliminary views orally or in writing on the matters in dispute during the
mediation. The mediator may, and shall if requested by the parties, seek legal or
other advice from third parties not connected with the Dispute.
13. During the course of the mediation, the mediator may attempt various compromise
solutions with the parties in an informal manner. Should a solution be agreed, it
will be accepted by both parties in accordance with Rule 17.

14. In the event that the mediator is unable to facilitate a satisfactory resolution of the
Dispute, he shall first notify the parties orally of his views.
15. If requested by either party, and notwithstanding that pursuant to Rules 12 and/or
14 the mediator has notified the parties of his views and it is clear to the mediator
that a settlement during the course of the mediation is unlikely, the mediator shall
submit to the parties a report setting out the facts as he finds them, his opinion in
relation to the matters in dispute, having regard to those facts as found by him, and
proposing terms of settlement which seem to him to be appropriate. Within 14 days
of receipt of the report, the parties will inform each other, whether the mediator’s
proposed terms of settlement are acceptable in whole or in part. If, however, the
mediator is unable to produce a full report as envisaged by this Rule, he may at his
discretion produce a report on his views however incomplete or tentative if he
considers that it might assist the parties to resolve the Dispute.
16. Notwithstanding Rule 7 but subject to producing any report requested under Rule 15,
the mediator may abandon the mediation whenever in his judgment further efforts at
mediation would not lead to a settlement of the Dispute and he shall notify the
parties in writing.
17. The mediation is regarded as being a private and confidential matter between the
parties to the Contract and the procedures of the mediation should be so conducted.
In the event that the mediation is successful, neither party shall be bound until the
terms of the settlement have been recorded in writing and signed by both parties. A
copy of the signed agreement shall be provided to the Project Manager by the party
issuing the Request for Mediation, who shall also inform HKIAC that the Dispute
has been settled.
18. Nothing that transpires during the course of the mediation (other than a signed
settlement agreement) is intended to or shall in any way, affect the rights or
prejudice the interests of the parties to the Dispute under the Contract or in any
subsequent arbitration or litigation, and without derogating from the generality of
the foregoing and merely by way of example:
(a) any opinion given, report produced and terms of settlement

recommended by the mediator shall not be disclosed to the arbitrator or
court;
(b) the fact that information of whatsoever nature was made available to the
mediator does not mean that privilege or confidentiality is waived for any
subsequent arbitration or litigation; and
(c) the fact that the accuracy of information or the validity or meaning of
documents was not challenged during the mediation does not preclude
challenge in subsequent arbitration or litigation.
COSTS
19.1 Each party shall within seven (7) days of the Mediation Commencement Date
deposit the sum of HK$50,000 with HKIAC as payment on account of the costs and
proper expenses of the mediation. The said sum of HK$50,000 is subject to annual
review and adjustment by HKIAC.

19.2 The mediator may at any time during the course of the mediation require the parties
to make a further deposit or deposits with HKIAC to cover anticipated additional
fees and expenses.
19.3 In the event of default by a party in making a deposit required under Rule 19.1 or
19.2, the other party may either:
19.3.1 make such payment itself, in which case the provisions of Rule 20.1 will
apply; or
19.3.2 serve notice on the party in default requiring payment within seven (7)
days failing which the mediation shall be deemed to be abandoned upon
the expiry of such period.
19.4 Subject to any order the mediator may make under Rule 20:
19.4.1 all fees and expenses of the mediator (including any costs incurred
pursuant to Rule 12) and all administrative costs and expenses of the
mediation and of the HKIAC shall be borne equally by the parties and
each party shall bear its own costs regardless of the outcome of the
mediation or of any subsequent arbitration or other proceedings;
19.4.2 at the conclusion of the mediation, HKIAC shall deduct the costs and
expenses of the mediation from the monies deposited under Rules 19.1 or
19.2 and shall return any surplus as follows:
19.4.2.1 in the event and to the extent of any payment made under
Rule 19.3.1, to the party making such payment;
19.4.2.2 subject to Rule 19.4.2.1, to the parties in equal shares.
19.4.3 in the event that at the conclusion of the mediation the costs and expenses
of the mediation exceed the monies deposited under Rules 19.1 or 19.2,
the mediator may order the shortfall to be paid equally by the parties.
The Employer will pay the full amount of the shortfall to HKIAC within
21 days of such order and the Contractor will reimburse the Employer
half the amount of such shortfall within 28 days of such order.
20.1 The mediator shall have power:
20.1.1 to order one party to reimburse the other party such sum or sums as may
have been deposited by the other party under Rule 19.3.1 to the extent
that such sum or sums will not be refunded by HKIAC in accordance
with Rule 19.4.2.1;
20.1.2 in the event that the mediator finds that the mediation has been initiated
or conducted frivolously or vexatiously, to order the party who initiated
or conducted the mediation in a frivolous or vexatious manner to
reimburse the other party, in full or in such part as the mediator considers
appropriate, in respect of:
20.1.2.1 the other party’s liability for the fees and expenses of the
mediator and the administrative costs of the mediation;
and/or

20.1.2.2 the other party’s legal or other costs reasonably incurred in
connection with the preparation for and attendance during
the mediation, such costs to be assessed by the mediator in
default of agreement between the parties.
20.2 Both parties agree to be bound by an order of the mediator made under Rule 20.1
and any liability of one party to make payment to the other party pursuant to such
an order shall be deemed as a debt due.
MEDIATOR NOT SUBSEQUENTLY TO ACT AS ARBITRATOR
21. The mediator shall not be appointed as arbitrator in any subsequent arbitration
between the parties, whether arising out of the Dispute or otherwise arising out of
the Contract unless the parties agree otherwise in writing. Neither party shall be
entitled to call the mediator as a witness in any subsequent arbitration or litigation
arising out of the Contract. Any communications whether oral or written which
either party shall have with the mediator or with other parties in connection with the
mediation shall be absolutely privileged.
WRITTEN RECORD
22. No formal written record shall be kept of the mediation process. Any written view
expressed under Rule 12, the report provided for in Rule 15 and any notes or record
made by the mediator, and/or the parties, shall remain private and confidential and
not subject to disclosure in any subsequent proceedings.
EXCLUSION OF LIABILITY
23. It is agreed that the mediator and the HKIAC shall not be liable to any party for any
act or omission in connection with any mediation conducted under these Rules,
save for the consequences of fraud or dishonesty.
LANGUAGE
24. The language of the mediation shall be English and all written communications and
hearings shall be conducted in the English language unless the parties and the
mediator otherwise agree.

SCHEDULE 13
ARBITRATION RULES

ARBITRATION RULES
(2005 Edition)
PREAMBLE
Where any agreement, submission or reference provides for arbitration under the Authority's
arbitration rules (2005 edition) ("the Rules"), the parties shall be taken to have agreed that the
arbitration shall be conducted in accordance with the following Rules. The Rules are subject
to such modification as the parties may agree in writing at any time.
Article 1 Commencement of Arbitration
1.1 Any party wishing to commence an arbitration under these Rules (the Claimant)
shall send to the other party (the Respondent) a written notice requiring the
Respondent to appoint or to concur in appointing an Arbitrator (Notice of
Arbitration) which shall include, or be accompanied by:-
(a) the names and addresses (and telephone, telex and fax numbers as
appropriate) of the parties to the Dispute and, where the parties choose to be
represented by a Representative (under Article 7) and wish to have
communications sent to their Representative, the Representative's name and
address (and telephone, telex and fax numbers);
(b) reference to the principal contractual documents in which the arbitration

clause is contained or under which the arbitration arises;
(c) a brief statement describing the nature and circumstances of the Dispute, and
specifying in outline the relief claimed; and
(d) subject to Article 1.4 a proposal that the Hong Kong International
Arbitration Centre (HKIAC) appoint the arbitrator or a list of up to three
names from which the Respondent may choose an Arbitrator.
The arbitration shall be deemed to commence on the date of receipt by the

Respondent of the Notice of Arbitration.
1.2 A copy of the Notice of Arbitration shall be sent to the Secretary General of HKIAC
(the Secretary General) at the same time that it is sent to the Respondent.
1.3 For the purpose of facilitating the choice of the arbitrator, within twenty-eight days
of receipt of the Notice of Arbitration, the Respondent shall send to the Claimant a
Response containing:-
(a) confirmation or denial of his willingness to arbitrate and, if denial, the

grounds relied upon; and
(b) subject to Article 1.4:-
(i) confirmation or denial of all or part of the claims;

Schedule 13 - Arbitration Rules
(ii) a brief statement of the nature and circumstances of any envisaged
counterclaims;
(iii) details of its Representative, if appropriate; and
(iv) a response to any proposal under Article 1.1(d), including

confirmation of agreement or a list of up to three names from
which the Claimant may choose an Arbitrator.
1.4 If the parties' agreement provides that no steps shall be taken in any reference of a
Dispute to arbitration until after the substantial completion or alleged substantial
completion of the Works or any other identified point in time and the Notice of
Arbitration is served before such time:-
(a) the Claimant need not include in the Notice of Arbitration the details
identified in Article 1.1(d);
(b) the Respondent need not include in the Response the details identified in
Article 1.3(b); and
(c) if either party wishes to take steps in the reference after the time restriction
has passed, he shall serve written notice to that effect upon the other party
and:-
(i) if the Claimant serves such notice, he shall include in it the details
identified in Article 1.1(d);
(ii) if the Respondent serves such notice, he shall include in it the

details identified in Article 1.3(b)(i) - (iii) and a list of up to three
names from which the Claimant may choose an Arbitrator;
(iii) the recipient of such notice shall respond accordingly within

twenty-eight days of receiving it; in the case of the Respondent in
accordance with Article 1.3(b) (insofar as he has not previously
responded) and in the case of the Claimant by confirmation of
agreement to a name in the Respondent's list or by submitting a
list of up to three names from which the Respondent may choose
an Arbitrator; and
(iv) for the purposes of Article 3.3 only, the commencement of the
arbitration shall be deemed to be the date of receipt of such notice.
1.5 A copy of the Response shall be sent to the Secretary General at the same time that
it is sent to the Claimant.
1.6 Failure to send a Response shall not preclude the Respondent from denying the
claim nor from setting out a counterclaim in its Statement of Defence.

Article 2 Appointing Authority
2.1 Unless otherwise agreed by the parties, the Appointing Authority shall be HKIAC
whose current address is:-
38/F, Two Exchange Square

Central
Hong Kong
Tel: (852) 2525 2381
Fax: (852) 2524 2171
2.2 Any application to the Appointing Authority to act in accordance with the Rules
shall be accompanied by:
(a) copies of the Notice of Arbitration and Response and any other related
correspondence;
(b) confirmation in writing that a copy of the application has been sent to or
received by the other party; and
(c) particulars of any method or criteria of selection of the arbitrator agreed by

the parties.
Article 3 Appointment of Arbitrator
3.1 There shall be a sole Arbitrator.
3.2 (a) The Arbitrator shall be and remain at all times wholly independent and
impartial and shall not act as advocate for any party.
(b) Prior to and after appointment the Arbitrator shall disclose to the parties any
circumstances likely to create an impression of bias or prevent a prompt
resolution of the Dispute between the parties. Except by consent of the
parties, no person shall serve as an Arbitrator in any Dispute in which that
person has any interest which, if a party knew of it, might lead him to think
that the Arbitrator might be biased.
3.3 The Arbitrator may be appointed by agreement of the parties (including, without
limitation, any Dispute resolution provisions under the Contract). Failing such
agreement within forty-two days of the commencement of the arbitration in
accordance with Article 1, the Arbitrator shall upon the application of either party
be appointed by the Appointing Authority.
3.4 If the Arbitrator, after appointment, dies, is unable to act, or refuses to act, the
Appointing Authority will, upon request by either party appoint another Arbitrator.
Article 4 Communication between Parties and the Arbitrator
4.1 Where the Arbitrator sends any communication to one party, he shall send a copy to
the other party.

4.2 Where a party sends any communication (including Statements and documents
under Article 6) to the Arbitrator, it shall be copied to the other party and be
indicated to the Arbitrator to have been so copied.
4.3 The addresses of the parties for the purpose of all communications arising under the
Rules shall be those set out in the Notice of Arbitration, or as either party may at
any time notify the Arbitrator and the other party.
4.4 Unless the contrary is proved, any communication by post shall be deemed to be
received in the ordinary course of mail and any instantaneous means of
communication (e.g. facsimile or telex) shall be deemed to be received on the same
day as transmitted. It shall be a condition of valid service by facsimile that the hard
copy is subsequently sent forthwith to the recipient by hand or post.
4.5 All communications between the parties and the Arbitrator (and vice versa) and any
other information concerning the arbitration shall not be disclosed to third parties
without the agreement of all parties.
Article 5 Conduct of the Proceedings
5.1 In the absence of procedural rules agreed by the parties or contained herein, the
Arbitrator shall have the widest discretion allowed by law to conduct the proceeding
so as to ensure the just, expeditious, economical, and final determination of the
Dispute.
5.2 Any party wishing the Arbitrator to adopt a simplified or expedited procedure
should apply to the Arbitrator as soon as is reasonably practicable after the
Arbitrator's acceptance of his appointment.
Article 6 Submission of Written Statements and Documents
6.1 Subject to any procedural rules agreed by the parties or determined by or requested
from the Arbitrator under Article 5, the written stage of the proceedings shall be as
set out in this Article (and in accordance with Article 4).
6.2 Within twenty-eight days of receipt by the Claimant of notification of the

Arbitrator's acceptance of the appointment, the Claimant shall send to the Arbitrator
a Statement of Claim setting out a full description in narrative form of the nature
and circumstances of the Dispute specifying all factual matters and, if necessary, for
the proper understanding of the claim, a summary of any propositions of law relied
upon.
6.3 Within thirty-five days of receipt of the Statement of Claim, the Respondent shall
send to the Arbitrator a Statement of Defence setting out a full description in
narrative form which of the factual matters and propositions of law in the Statement
of Claim he admits or denies, on what grounds, and specifying any other factual
matters and, if necessary for the proper understanding of the defence, a summary of
any propositions of law relied upon. Any Counterclaims shall be submitted with the
Statement of Defence in the same manner as claims are set out in the Statement of
Claim.

6.4 Within twenty-one days of receipt of the Statement of Defence, the Claimant may
send to the Arbitrator a Statement of Reply which, where there are Counterclaims,
shall include a Defence to Counterclaims.
6.5 If the Statement of Reply contains a Defence to Counterclaims, the Respondent may
within a further twenty-one days send to the Arbitrator a Statement of Reply
regarding Counterclaims.
6.6 All Statements referred to in this Article shall be accompanied by copies (or, if they
are especially voluminous and by leave of the Arbitrator, lists) of all essential
documents on which the party concerned relies and which have not previously been
submitted by any party, and (where appropriate) any relevant samples.
6.7 The Arbitrator may order the parties to produce any additional documents he may
specify.
6.8 As soon as practicable following completion of the submission of the Statements

specified in this Article, the Arbitrator shall proceed in such manner as has been
agreed by the parties, or pursuant to his authority under the Rules.
Article 7 Representation
7.1 A party may conduct his case in person or be represented throughout or in part by
lawyers or other advisers or representatives of his choice (the Representative). A
party shall notify the Arbitrator and the other parties of the name of his
Representative and his address (and telephone, telex and fax numbers) and of any
change therein as soon as practicable after any such change.
Article 8 Hearings
8.1 Subject to Article 12, each party has the right to be heard before the Arbitrator,
unless the parties have agreed to documents-only arbitration under Article 24.
8.2 The Arbitrator shall fix the date, time and place of any meetings and hearings in the
arbitration, and shall give the parties reasonable notice thereof.
8.3 The Arbitrator may in advance of hearings provide the parties with a list of matters
or questions to which he wishes them to give special consideration.
8.4 The Arbitrator may order opening and closing statements to be in writing and shall
fix the periods of time for communicating such statements and any replies that may
be necessary.
8.5 The Arbitrator may also order a transcript of any hearing or part of any hearing.
8.6 All meetings and hearings shall be in private unless the parties agree otherwise.
Article 9 Witnesses
9.1 The Arbitrator may require each party to give notice of the identity of witnesses he
intends to call. Before a hearing the Arbitrator may also require the exchange of
witness statements and expert reports.
9.2 The Arbitrator has a discretion to allow, limit, or refuse to allow the appearance of
witnesses, whether witnesses of fact or expert witnesses.
9.3 Any witness who gives oral evidence may be questioned by each party or its
Representative, under the control of the Arbitrator, and may be required by the
Arbitrator to testify under oath or affirmation in accordance with the Arbitration
Ordinance. The Arbitrator may put questions to the witnesses at any stage of the
examination of the witnesses.
9.4 The testimony of witnesses may be presented in written form, either as signed
statements or by duly sworn affidavits, and the Arbitrator may order that such
statements or affidavits shall stand as evidence-in-chief. Subject to Article 9.2 any
party may request that such a witness should attend for oral examination at a
hearing. If the witness fails to attend, the Arbitrator may place such weight on the
written testimony as he thinks fit, or may exclude it altogether.
Article 10 Assessor Appointed by the Arbitrator
10.1 Unless otherwise agreed by the parties, the Arbitrator:-
(a) may appoint an Assessor to assist him; and
(b) may require a party to give any such Assessor any relevant information or to
produce, or to provide access to, any relevant documents, goods or property
for inspection by the Assessor.
Article 11 Powers and Jurisdiction of the Arbitrator
11.1 Without prejudice to the generality of Article 5.1, and unless the parties at any time
agree otherwise, the Arbitrator shall have the power and/or jurisdiction to:-
(a) allow any party, upon such terms (as to costs and otherwise) as he shall
determine, to amend any document submitted under Article 6;
(b) extend or abbreviate any time limits provided by these Rules or by his
directions;
(c) conduct such enquiries as may appear to the Arbitrator to be necessary or

expedient;
(d) order the parties to make any property or thing available for inspection, in
their presence, by the Arbitrator or any Assessor;
(e) order any party to produce to the Arbitrator, and to the other parties for
inspection, and to supply copies of any documents or classes of documents
in their possession, custody or power which the Arbitrator determines to be
relevant;
(f) without prejudice to any Dispute resolution provisions under the Contract
order the rectification in any contract or arbitration agreement of any
mistake which he determines to be common to the parties;

(g) rule on the existence, validity or termination of the Contract;
(h) rule on his own jurisdiction, including any objections with respect to the
existence or validity of the arbitration agreement or to his terms of reference;
(i) determine any question of law arising in the arbitration;
(j) receive and take into account such written or oral evidence as he shall
determine to be relevant, whether or not strictly admissible in law;
(k) proceed in the arbitration and make an award notwithstanding the failure or
refusal of any party to comply with the Rules or with the Arbitrator's written
orders or written directions, or to exercise its right to present its case, but
only after giving that party written notice that he intends to do so;
(l) order any party to provide security for the legal or other costs of any other
party by way of deposit or bank guarantee or in any other manner the
Arbitrator thinks fit; and
(m) order any party to provide security for all or part of any amount in dispute in
the arbitration.
Article 12 Default by a Party
12.1 If the Claimant fails to attend any hearing of which due notice has been given, the
Arbitrator may make an award on the substantive issues and an award as to costs,
with or without a hearing. If the Respondent fails to submit a Statement of Defence
or to attend any hearing after due notice has been given, the Arbitrator may conduct
the hearing in the absence of the Respondent and make an award on the evidence.
Article 13 Venue
13.1 The venue of the arbitration will be Hong Kong but the Arbitrator may decide for
the purpose of expediting any hearing or saving costs to hear witnesses or oral
arguments or consult with an Assessor (if appointed) at any place the Arbitrator
deems appropriate having regard to the circumstances of the arbitration.
Article 14 Language
14.1 The language of the arbitration shall be English and all written communications and
statements, and all hearings shall be conducted in the English language unless the
parties and the Arbitrator otherwise agree.
14.2 The Arbitrator may order that any documents, other than written statements, which
are produced in the course of the arbitration in their original language shall be
accompanied by a translation into the language of the arbitration, such translation to
be certified as true.
14.3 Unless the Arbitrator otherwise orders, witnesses shall be entitled to give their
evidence in the language of their choice and the Arbitrator may order the translation
of that evidence into the language of the arbitration by a suitably qualified person.

Article 15 Deposits and Security
15.1 The Arbitrator may direct the parties, in such proportions as he deems just, to make
one or more deposits to secure the Arbitrator's fees and expenses. Such deposits
shall be made to and held by the Arbitrator, or HKIAC or some other person or
body to the order of the Arbitrator, as the Arbitrator may direct, and may be drawn
from as required by the Arbitrator. Interest on sums deposited, if any, shall be
accumulated to the deposits.
Article 16 The Award
16.1 The Arbitrator shall make his award in writing and, unless all the parties agree
otherwise, shall state the reasons upon which his award is based. The award shall
state its date and shall be signed by the Arbitrator.
16.2 The Arbitrator shall be responsible for delivering the award or certified copies
thereof to the parties provided that the Arbitrator has been paid his fees and
expenses.
16.3 The Arbitrator may make interim awards or separate awards on different issues at
different times.
16.4 If, before the award is made, the parties agree on a settlement of the Dispute, the
Arbitrator shall either issue an order for termination of the reference to arbitration or,
if requested by both parties and accepted by the Arbitrator, record the settlement in
the form of a consent award. The Arbitrator shall then be discharged and the
reference to arbitration concluded, subject to payment by the parties of any
outstanding fees and expenses of the Arbitrator.
Article 17 Interpretation of Awards, Correction of Awards and Additional Awards
17.1 Within fourteen days of the date of the award, unless another period of time has
been agreed upon by the parties, a party may by written notice to the Arbitrator
request the Arbitrator to give an interpretation of the award. Such party may also
request the Arbitrator to correct any errors in the award such as errors in
computation, clerical or typographical errors. If the Arbitrator considers the request
to be justified, he shall provide an interpretation or correction within fourteen days
of receiving such request. Any interpretation or correction shall be given in writing
and shall be notified in writing to the parties and shall become part of the award.
17.2 The Arbitrator may correct any error of the type referred to in Article 17.1 on his
own initiative within fourteen days of the date of the award.
17.3 Unless otherwise agreed by the parties, a party may request the Arbitrator, within
fourteen days of the date of the award, and with written notice to the other party, to
make an additional award as to claims presented in the reference to arbitration but
not dealt with in the award. If the Arbitrator considers the request to be justified, he
shall notify the parties within seven days and shall make the additional award within
twenty-one days.
17.4 The provisions of Article 16 shall apply to any interpretation or correction of the
award and to any additional award.

Article 18 Payment into Court
18.1 Any party may at any time avail himself of the procedure for payment into court
pursuant to the provisions of Order 73 of the Rules of the High Court of Hong Kong.
No account shall be taken by the Arbitrator of any written or oral offer of settlement
where a payment into court could have been made.
Article 19 Costs
19.1 The Arbitrator shall specify in the award the total amount of his fees and expenses,
including the charges of any administrator, Assessor, transcriber or translator.
Unless the parties shall agree otherwise after the Dispute has arisen, the Arbitrator
shall determine the proportions in which the parties shall pay such fees and
expenses, provided that the parties will be jointly and severally liable to the
Arbitrator for payment of all such fees and expenses until they have been paid in
full. If the Arbitrator has determined that all or any of his fees and expenses shall
be paid by any party other than a party which has already paid them to the
Arbitrator, the latter party shall have the right to recover the appropriate amount
from the former.
19.2 Unless the parties shall agree otherwise after the Dispute has arisen, the Arbitrator
may order in his award that all or part of the legal or other costs of one party
reasonably incurred in respect of the arbitration in relation to the same Dispute shall
be paid by the other party. The Arbitrator also has power to tax these costs and
shall do so if requested by the parties.
19.3 If the Arbitration is abandoned, suspended or concluded, by agreement or otherwise,

before the final award is made, the parties shall be jointly and severally liable to pay
to the Arbitrator his fees and expenses including the charges of any administrator,
Assessor, transcriber or translator as determined by him.
Article 20 Interest
20.1 The Arbitrator may order that interest be paid subject to and in accordance with the
Contract.
Article 21 Exclusion of Liability
21.1 Without prejudice to any existing rule of law, it is agreed that the Arbitrator shall
not be liable to any party for any act or omission in connection with any arbitration
conducted under the Rules, in the absence of fraud or dishonesty.
21.2 The Appointing Authority and its Secretary General shall not be liable to any party
for any act or omission in connection with any arbitration conducted under the
Rules, in the absence of fraud or dishonesty.
21.3 After the award has been made and the periods or requests for interpretation,
correction and additional awards referred to in Article 17 have lapsed or have been
made, the Arbitrator shall not be under any further obligation to make any statement
to any person about any matter concerning the arbitration, and no party shall seek to
make the Arbitrator a witness in any legal proceedings arising out of the arbitration.

Article 22 Waiver
22.1 A party which knew or ought to have known of non-compliance with the Rules and
yet proceeded with the arbitration without promptly stating its objection to such
non-compliance, shall be deemed to have waived its right to object. The Arbitrator
shall determine any issue which may arise as to whether a party has waived the right
to object to the non-compliance by any other party with the Rules.
Article 23 Interpretation and General Clauses Ordinance
23.1 The Interpretation and General Clauses Ordinance (or any statutory modification or
re-enactment thereof for the time being in force) shall apply to the Rules.
Article 24 Documents-Only Arbitration
24.1 Where the parties have agreed that a documents-only arbitration procedure shall be
adopted, the parties shall not be entitled to a hearing and the testimony of any
witness shall be presented in written form and be submitted in accordance with
Article 6.6. If the Arbitrator feels unable to make an award on the basis of the
documents submitted, he shall be entitled to require further evidence or submissions
whether oral or in writing.
24.2 If a party fails to submit any statement in accordance with Article 6, the Arbitrator
may make an award on the substantive issues and an award as to costs without a
hearing.


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AIRPORT AUTHORITY

GENERAL CONDITIONS OF CONTRACT

Clause Subject Heading Page

DEFINITIONS AND INTERPRETATION

1. Definitions and Interpretation 1

2. Duties and Powers of the Project Manager 7

3. The Project Manager's Representative and his assistants 8

ASSIGNMENT AND SUB-CONTRACTING

6. Precedence of documents and entire agreement 11

7. Provision of Employer's Drawings and the Specification 12

9. Contractor's general responsibilities 13

10. Design responsibility 14

11. Articles of Agreement 15

12. Bonds and guarantees 15

13. Inspection of Site and information and sufficiency of Tender 17

14. Not Used 19

15. Programmes and progress reports 19

16. Method statement 19

17. Contractor's superintendence and staff 20

General Conditions of Contract (Civils/Building) 1/5

20. Care of the Works 22

21. Damage to property and injury to persons - indemnities 23

22. Giving of notices and payment of fees etc 24

23. Audited accounts 24

24. Compliance with Enactments 25

25. Language of notices etc 25

26. Interference and nuisance 25

27. Intellectual property rights 25

28. Other Contractors 26

29. Publicity and disclosure 26

30. Offering gratuities 27

31. Employer’s insurance 27

32. Contractor's insurance 27

33. General insurance obligations 28

QUALITY OF PERMANENT WORKS AND WORKMANSHIP;

34. Quality management 29

35. Permanent Works and workmanship 29

37. Covering and uncovering parts of the Works 30

38. Removal of unsatisfactory parts of the Works 30

General Conditions of Contract (Civils/Building) 2/5

42. Rights of access 32

43. Time for completion 33

44. Extension of Time 33

45. Rate of progress 36

47. Liquidated damages for delay 37

48. Completion Certificates 40

OUTSTANDING WORK AND DEFECTS

50. Outstanding Work 42

51. Investigating defects and work of repair and additional work 42

55. Cost and disturbance to the progress of the Works 46

56. Notice of claims for additional payment 48

57. Maintenance of records 48

PROPERTY IN PERMANENT WORKS AND CONTRACTOR'S

58. Vesting of Contractor's Equipment and Temporary Works 49

59. Vesting of Permanent Works 49

60. Use of Contractor's Equipment 51

General Conditions of Contract (Civils/Building) 3/5

62. Liability for loss or damage to Permanent Works,

PROVISIONAL SUMS AND PRIME COST SUMS