GCC+ +BW+&+Civil+Works+ (Issue+No.+11+ +aug+2015)

AIRPORT AUTHORITY
HONG KONG
GENERAL CONDITIONS OF CONTRACT

BUILDING AND CIVIL WORKS
ISSUE NO. 11
August 2015
[this page not used]
FOR BUILDING AND CIVIL WORKS
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 8
3. The Project Manager's Representative and his assistants 9
ASSIGNMENT AND SUB-CONTRACTING
4. Assignment 11
5. Sub-contracting 11
CONTRACT DOCUMENTS
6. Precedence of documents and entire agreement 13
7. Provision of Employer's Drawings and the Specification 14
8. Review procedure 15
GENERAL OBLIGATIONS
9. Contractor's general responsibilities 15
10. Design responsibility 16
11. Articles of Agreement 17
12. Bonds and guarantees 18
13. Inspection of Site and information and sufficiency of Tender 19
14. Not Used 22
15. Programmes and progress reports 22
16. Method statement 22
17. Contractor's superintendence and staff 22
18. Setting-out and dimensions 23

General Conditions of Contract 1/5 August 2015
Building and Civil Works
Issue No.11 – Table of Contents
19. Safety 23
20. Care of the Works 25
21. Damage to property and injury to persons - indemnities 26
22. Giving of notices and payment of fees etc 27
23. Audited accounts 27
24. Compliance with Enactments 28
25. Language of notices etc 28
26. Interference and nuisance 29
27. Intellectual property rights 29
28. Other Contractors 30
29. Publicity and disclosure 30
30. Offering advantages and collusion 31
INSURANCE
31. Employer’s insurance 31
32. Contractor's insurance 32
33. General insurance obligations 33
QUALITY OF PERMANENT WORKS AND WORKMANSHIP;

DEFECTS AND TESTS
34. Quality management 33
35. Permanent Works and workmanship 34
36. Inspection 34
37. Covering and uncovering parts of the Works 34
38. Removal of unsatisfactory parts of the Works 34
39. Testing 35
40. Access 36

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

EQUIPMENT AND TEMPORARY WORKS
58. Vesting of Contractor's Equipment and Temporary Works 56
59. Vesting of Permanent Works 56

60. Use of Contractor's Equipment 58
61. Removal of Contractor's Equipment and Temporary Works 59
62. Liability for loss or damage to Permanent Works, 59

Contractor's Equipment, etc
PROVISIONAL SUMS AND PRIME COST SUMS
63. Provisional Sums and Prime Cost Sums 60
64. Nominated Sub-Contractors 60
65. Production of Vouchers 63
CERTIFICATES AND PAYMENT
66. Interim Payment Schedule, Cost Centre Values 63

and Milestones
67. Payment Statements 66
DEFECTS LIABILITY CERTIFICATE
68. Defects liability 69
REMEDIES AND POWERS
69. Work by others 69
70. Insolvency or change in control 70
71. Termination 71
72. Recovery of money due to the Employer 72
FRUSTRATION AND SPECIAL RISKS
73. Frustration 73
74. Special risks 73
SETTLEMENT OF DISPUTES
75. Settlement of Disputes 75
NOTICES
76. Service of notices 77
DEFAULT
77. Default of Employer to pay 78

OPTIONS
78. Exercise of Options 78
INTERFACE ISSUES
79. Claims between contracts 79
80. Compulsory access for Other Contractors 79
PERSONAL DATA
81. Personal Data (Privacy) Ordinance 80

(Chapter 486, Laws of Hong Kong) (“PDPO”)
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 Form of Sub-contractor Warranty
Schedule 5 Form of Bond for Off-Shore Manufacture
Schedule 6 Form of Design Check Certificate
Schedule 7 Mediation Rules
Schedule 8 Arbitration Rules
Schedule 9 Not Used

BUILDING AND CIVIL WORKS
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 respectively:-
"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 8;
"Articles of Agreement" means the articles of agreement as prepared and

executed pursuant to Clause 11;
"Checking Engineer" means the person or firm, 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;
"Contract Sum" means the total of the Cost Centre Values at the date of the
Letter of Acceptance;
"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 by the Project Manager, and subject to any amendment
reviewed without objection by the Project Manager, 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;

Issue No.11
"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;

Issue No.11
"General Holiday" means every Sunday or any other day which is a general
holiday by virtue of the General 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;
"Mediation Rules" means the rules for the reference of Disputes to mediation in
accordance with the Dispute resolution provisions under the Contract and
contained in schedule 7;
"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 MTR Corporation Limited 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

Issue No.11
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;
"Personal Data" means personal data as defined in Section 2 of the Personal

Data (Privacy) Ordinance (Chapter 486, Laws of Hong Kong);
"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 developments 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 pursuant to Clause 66;
"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;

Issue No.11
"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;
"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;

Issue No.11
(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;

Issue No.11
(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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
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 a sub-contractor warranty in the form
appearing in schedule 4 shall be duly executed as a deed by any sub-contractor
as is identified in the Letter of Acceptance and shall deliver the same to the
Employer within three months of the date of the Letter of Acceptance, or such
longer period as the Project Manager may agree in writing. The Contractor
shall provide the Project Manager with documentary evidence to confirm the
identity and address of the sub-contractor and the scope of the sub-contract
works for the purpose of preparing a sub-contractor warranty.
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.

Issue No.11
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
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.

Issue No.11
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).

Issue No.11
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).

Issue No.11
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 6. 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.

Issue No.11
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;

Issue No.11
(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.

Issue No.11
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 Contract Sum 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 Contract
Sum 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;

Issue No.11
(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

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

Issue No.11
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.

Issue No.11
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
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.

Issue No.11
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;

Issue No.11
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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
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
incurs Cost which the Contractor did not and had no reason to 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.

Issue No.11
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.

Issue No.11
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 operation 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.

Issue No.11
30. Offering advantages and collusion
30.1 The Contractor shall not, and shall procure that its employees, agents,
consultants and sub-contractors of any tier who are involved in this Contract
shall not, offer, give, solicit or accept any advantage as defined in the
Prevention of Bribery Ordinance (Cap. 201) in respect of or in connection with
the Works or the Contract. The Contractor shall take all necessary measures
(including without limitation by way of a code of conduct or contractual
provisions) to ensure that its employees, agents, consultants and sub-
contractors of any tier are aware of and bound by the said prohibition and the
Contractor shall enforce the same. If the Contractor is in breach of this Clause,
the Contractor shall be liable for any loss or expense incurred by the Employer
and the Employer shall be entitled to exercise its rights under Clause 71.
30.2 If the Contractor shall be found to have communicated to any person other than
the Employer the amount or other details of the Tender, adjusted the amount or
other details of the Tender by arrangement with any other person, made any
arrangement with any other person about whether or not it or that other person
should tender or otherwise colluded with any other person in any manner
whatsoever during the tendering process for the Contract, otherwise than
communications in strict confidence with its own insurers or brokers to obtain an
insurance quotation for computation of the Tender price and communications in
strict confidence with its consultants or sub-contractors to solicit their assistance
in preparation of the Tender, the Contractor shall be liable for any loss or
expense incurred by the Employer and the Employer shall be entitled to
exercise its rights under Clause 71.
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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
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 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 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
Issue No.11
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.

Issue No.11
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
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 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.

Issue No.11
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 did not and had 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.

Issue No.11
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);

Issue No.11
(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;

Issue No.11
(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

Issue No.11
(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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
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);
Issue No.11
(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 are outstanding
or defective 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.

Issue No.11
48.3 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 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
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.

Issue No.11
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 or defective 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 or
defective 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 or defective 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 or defective 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.

Issue No.11
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

Issue No.11
(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.
VARIATIONS
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
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.

Issue No.11
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.

Issue No.11
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

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

obstructions within the Site);
(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

Issue No.11
(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 Contract Sum; 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 Contract
Sum and the rates and prices in the Pricing Document which he is
deemed to have made pursuant to Clause 13.2.

Issue No.11
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

(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

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);

Issue No.11
(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);
(xix) 74.4 (b) (special risks); or
(xx) 44.3 (b) (any other cause of disturbance to the progress of the Works for
which the Employer or the Project Manager is responsible)
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 Contract
Sum and the rates and prices in the Pricing Document which he is
deemed to have made pursuant to Clause 13.2.
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.

Issue No.11
(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.

Issue No.11
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.

Issue No.11
(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.

Issue No.11
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.
Issue No.11
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.

Issue No.11
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 Contract
Sum 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 did not and had 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.
Issue No.11
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
Issue No.11
(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.

Issue No.11
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.
Issue No.11
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;

Issue No.11
(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 pursuant to Clause 49;
(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.

Issue No.11
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.

Issue No.11
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 21 days of the date of issue of any Completion Certificate for
any Section or part of the Works, 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 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 Contract Sum 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 quarter of the whole of the
Retention Money.
(b) Within 21 days of the date of issue of the Completion Certificate for the
Works and achievement of a Category “B” status as defined in the
Specification in respect of all as built drawings and operation and
maintenance manuals to be submitted by the Contractor under the
Contract, 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 (less any sums already certified for release pursuant to Clause
67.5 (a)) and identifying any part thereof payable to any Nominated
Sub-Contractor.

Issue No.11
(c) Within 21 days after completion of all outstanding works and repairs of
defects as specified by the Project Manager in the Completion
Certificate for the Works and achievement of a Category “A” status as
defined in the Specification in respect of all as built drawings and
operation and maintenance manuals to be submitted by the Contractor
under the Contract, or within 21 days of the date of issue of the
Completion Certificate for the Works (if no outstanding works or defects
are specified) and achievement of a Category “A” status as defined in
the Specification in respect of all as built drawings and operation and
maintenance manuals to be submitted by the Contractor under the
Contract, 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 three quarters of the whole of the Retention
Money (less any sums already certified for release pursuant to Clauses
67.5 (a) and (b)) and identifying any part thereof payable to any
Nominated Sub-Contractor.
67.6 Within 21 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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
71. Termination
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.

Issue No.11
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.

Issue No.11
FRUSTRATION 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

Issue No.11
(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;

Issue No.11
(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.
SETTLEMENT OF DISPUTES
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 thirty days thereafter give
notice to the other party requesting that the Dispute be referred to mediation
(“Request for Mediation”) in accordance with and subject to the mediation
provisions contained in the Mediation Rules. Upon service of a Request for
Issue No.11
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 and shall make a bona fide attempt to resolve the Dispute by
mediation.
75.6 Within 30 days of the conclusion or termination of the mediation referred to in

Clause 75.5 in accordance with the Mediation Rules, but not otherwise, either
party may refer such Dispute to arbitration subject to the following provisions of
this Clause 75.
75.7 For the purposes of Clause 75.5, 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).
75.8 Save in cases where the Works are abandoned and save as provided for in
Clause 75.9 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 written 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.
75.9 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.
75.10 Subject to Clause 75.12, reference of a Dispute to arbitration shall be

conducted in accordance with the Arbitration Rules. Sections 3, 4, 5, 6 and 7 of
Schedule 2 of the Arbitration Ordinance (Cap. 609) shall apply to such
arbitration.
75.11 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.

Issue No.11
75.12 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 so referred and the
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 Dispute, dispute or difference including, but not limited to, the
power to order consolidation and hearing together, sequentially or separately.
75.13 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.

Issue No.11
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.

Issue No.11
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.

Issue No.11
PERSONAL DATA
81. Personal Data (Privacy) Ordinance (Chapter 486, Laws of Hong Kong)
(“PDPO”)
81.1 The Contractor confirms that:
(a) it has obtained appropriate consents from all individuals (“Data Subjects”)
in accordance with PDPO before the Contractor supplies the Data
Subjects’ Personal Data to the Employer from time to time for the
purposes of implementation; administration; management; and executing
the Works of this Contract;
(b) each of the Data Subjects fully understands the extent of the Personal
Data supplied to the Employer, agrees to the purposes for which the
Personal Data are used, and agrees that the Personal Data may be
transferred to third parties including the Employer’s employees, the
Employer's insurers, the Employer's design consultants, Aviation Security
Company Limited, relevant Government departments/authorities for such
purposes; and
(c) it is duly authorized to receive on behalf of the Data Subjects any data
protection notices.
81.2 The Contractor shall and shall procure its employees, sub-contractors, agents and
consultants involved in the performance of the Contract to comply with the data
protection principles in accordance with the PDPO and the codes of practice
and/or guidelines issued from time to time by the Office of the Commissioner for
Data Privacy, Hong Kong.
81.3 The Contractor shall take all necessary measures and actions to protect the
Personal Data which may be collected, handled or processed by the Contractor
under this Contract, including without limitation:
(a) not to collect Personal Data which is unnecessary or excessive for the
purpose of executing the Works;
(b) not to use, disclose or transfer the Personal Data for any purpose other
than the purpose of executing the Works;
(c) to ensure that the Personal Data are protected against unauthorized or
accidental access, processing, erasure, loss or use;
(d) to ensure that the Personal Data and any copy thereof (in whatever format)
shall be timely returned to the Employer, destroyed or deleted in
accordance with the instructions of the Employer when such data is no
longer necessary for the purpose for which the data is used;

Issue No.11
(e) not to sub-contract any of the Works without the Project Manager’s prior
written consent and if the consent is granted, it will be subject to such
conditions as the Project Manager may impose, including without limitation
that the Contractor shall impose the same obligations in relation to
protection of the Personal Data on the sub-contractor and that
notwithstanding the sub-contract, the Contractor shall remain fully liable to
the Employer for fulfilment of its obligations under the Contract;
(f) to immediately report to the Employer if there is any sign of abnormalities

(e.g. audit trail showing unusual frequent access of the Personal Data by
an employee of the Contractor at odd hours) or if there is any incident of
security breach (e.g. unauthorised disclosure or loss of Personal Data)
and to submit a written report to the Employer within 7 days thereafter with
full details thereof;
(g) to establish and implement appropriate privacy policy, procedures and

effective security measures for personal data protection;
(h) to provide sufficient training to its employees in respect of personal data

protection;
(i) to provide such information and assistance to the Employer as it may

reasonably require in order that the Employer can inspect, monitor and
audit the compliance by the Contractor of its obligations under this Clause
81.3 and can perform any activity which is necessary or required for
compliance with the PDPO;
(j) to ensure that its employees, sub-contractors, agents and consultants

involved in the performance of the Contract will take all necessary
measures and actions to protect the Personal Data in accordance with this
Clause 81.3; and
(k) to indemnify the Employer against any and all actions, damages, claims,
demands, costs and expenses arising from or incurred by reason of the
act, negligence or omission by the Contractor or any of its employees,
sub-contractors, agents and consultants in connection with the
performance of the Contract; and any breach, non-observance or non-
compliance by the Contractor or any of its employees, sub-contractors,
agents and consultants of the obligations under this Clause 81.3.

Issue No.11
SCHEDULE 1
ARTICLES OF AGREEMENT
General Conditions of Contract for August 2015

Building and Civil Works, Issue No. 11
Schedule 1 - Articles of Agreement
CONTRACT [NUMBER] – [CONTRACT TITLE]
ARTICLES OF AGREEMENT
THIS AGREEMENT is made the [Date] day of [Month and Year].
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.

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

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

[Name of the Contractor] )
was affixed hereto in the presence of )
Mr. [name] )
as [title] )
[name of the Contractor] )
OR
EXECUTED and DELIVERED as a DEED )

and SIGNED )
by [name] [capacity] )
and [name] [capacity] )
for and on behalf of )
[name of the Contractor] )
Witnessed by:
Signature:
Full Name:
Address:
[See Notes 1 and 3 to 6]

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. The Articles of Agreement shall be executed under seal or as a deed by the

Contractor.
4. This may be done either by:
(1) affixing the Common Seal of the Contractor in the presence of authorized
signatories in accordance with the Articles of Association or other
constitutional documents of the Contractor, or executed and delivered as
a deed pursuant to section 127 of the Companies Ordinance (Cap. 622);
or
(2) by execution under seal by an attorney appointed by a valid and binding

Power of Attorney given by the Contractor in accordance with its Articles
of Association or other constitutional documents.
5. The following documents shall be submitted with the executed Articles of

Agreement:
(1) if executed by affixing the Common Seal or executed and delivered as a

deed:-
(a) a certified copy of the Board Resolution of the Contractor

authorizing the execution of the Articles of Agreement and, if
applicable, the use of Common Seal of the Contractor;
(b) a certified copy of extract of provisions of the Contractor’s Articles

of Association governing the quorum for directors’ meeting and, if
applicable, execution of documents under Common Seal; and
(c) a certified copy of the latest Annual Return of the Contractor and,
if applicable, with updated information.
(2) if executed by an attorney on behalf of the Contractor:-
(a) a certified copy of the Power of Attorney with the Contractor’s

Common Seal affixed thereto by which the attorney is appointed
by the Contractor to execute the Articles of Agreement on its
behalf;
(b) a certified copy of extract of provisions of the Contractor’s Articles

of Association governing the appointment of the attorney;
(c) a certified copy of the Board Resolution of the Contractor

authorizing the execution of the Power of Attorney and the use of
Common Seal of the Contractor;
(d) a certified copy of extract of provisions of the Contractor’s Articles
of Association governing the quorum for directors’ meeting and
execution of documents under Common Seal; and
(e) a certified copy of the latest Annual Return of the Contractor and,
(3) if the Contractor is incorporated outside of Hong Kong, a legal opinion in

the form required by the Employer shall be provided confirming the
validity of the execution of the Articles of Agreement and of any Power of
Attorney.
6. If the Articles of Agreement is executed by an attorney, the execution clause shall

be replaced as follows:-
SIGNED SEALED AND DELIVERED )

by )
the lawful attorney of the Contractor )
in the presence of:- )

SCHEDULE 2
FORM OF CONTRACTOR'S BOND
General Conditions of Contract August 2015

Schedule 2 - Form of Contractor's Bond
FORM OF CONTRACTOR'S BOND
BY THIS BOND dated the [Date] day of [Month and Year].
[ ] 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 of HKIA Tower, 1 Sky Plaza Road,
Hong Kong International Airport, Lantau, Hong Kong (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 reference [Contract Number] – [Contract Title] dated [ ]

("the Contract") made between the Employer and [the name of Contractor] (“the
Contractor”), the Contractor has agreed to execute the Works (as defined in the
Contract) and 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;
(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 or [Date], whichever is the first to
occur; or
(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 Employer and the Bondsman 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.
9. All demands and notices shall be in writing and in English.

10. This Bond shall be governed by and construed according to the laws for the
time being in force in the Hong Kong Special Administrative Region (“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 and delivered as a deed on
the date first above written.
THE COMMON SEAL OF )

[name of the Bondsman] )
was affixed hereto in )
the presence of:- )
___________________________
Mr. [Name], [Title]
OR
EXECUTED and DELIVERED as a a DEED )

and SIGNED )
Witnessed by:
Signature:
Full Name:
Address:
[See Notes 3 and 4]

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
1. The place of incorporation of the Bondsman shall be inserted together with:
(1) its registered address in the place of incorporation; and
(2) the address of its place of business in Hong Kong.
NOTE 2
1. 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
1. The Contractor's Bond shall be executed under seal or as a deed by the

Bondsman.
(1) affixing the Common Seal of the Bondsman in the presence of authorised
constitutional documents of the Bondsman, or executed and delivered as
a deed pursuant to section 127 of the Companies Ordiance (Cap. 622); or

Power of Attorney given by the Bondsman in accordance with its Articles
3. The following documents shall be submitted with the executed Bond:

deed:-
(a) a certified copy of the Board Resolution of the Bondsman

authorizing the execution of the Contractor’s Bond and, if
applicable, the use of Common Seal of the Bondsman;
(b) a certified copy of extract of provisions of the Bondsman’s Articles

(c) a certified copy of the latest Annual Return of the Bondsman and,

(2) if executed by an attorney on behalf of the Bondsman:
(a) a certified copy of the Power of Attorney with the Bondsman’s

by the Bondsman to execute the Contractor’s Bond on its behalf;

(c) a certified copy of the Board Resolution of the Bondsman

Common Seal of the Bondsman;
(d) a certified copy of extract of provisions of the Bondsman’s Articles

(e) a certified copy of the latest Annual Return of the Bondsman and,
(3) if the Bondsman is incorporated outside of Hong Kong, a legal opinion in

validity of the execution of the Contractor’s Bond and of any Power of
Attorney.
4. If the Contractor’s Bond is executed by an attorney, the execution clause shall be

replaced as follows:-

by )
the lawful attorney of the Bondsman )

SCHEDULE 3
FORM OF PARENT COMPANY GUARANTEE

Schedule 3 - Form of Parent Company Guarantee
FORM OF PARENT COMPANY GUARANTEE
THIS GUARANTEE is made the [Date] day of [Month and Year].
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
assigns, "the Employer").
WHEREAS

(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
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:-
(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 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;
(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
(e) any bond, security or other guarantee held or obtained by the Employer
(f) any breach of the Contract by 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 Employer and the Guarantor may change their respective nominated
providing not less than five business days' written notice to each other.
11. This Guarantee shall be governed by and construed according to the laws for
the time being in force in the Hong Kong Special Administrative Region (“Hong
Kong”) and the Guarantor agrees to submit to the non-exclusive jurisdiction of
IN WITNESS whereof this Guarantee has been executed and delivered as a
deed on the date first before written.
[ ] )
the presence of:- )
___________________________
Mr. [Name], [Title]
OR
and SIGNED )
[name of the Guarantor] )
Witnessed by:
Signature: __________________
Name: _______________________
Address: _______________________
______________________________
______________________________
[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
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.
2. 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
1. If the Contractor comprises more than one legal entity, a Guarantee in this form
shall be provided in respect of each entity.
NOTE 3
1. 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
NOTE 5
1. Each entity comprising the Guarantor shall execute the Guarantee under seal or
as a deed.
(1) affixing the Common Seal of the Guarantor in the presence of authorised
constitutional documents of the Guarantor, or executed and delivered as a
deed pursuant to section 127 of the Companies Ordinance (Cap. 622); or

Power of Attorney given by the Guarantor in accordance with its Articles

3. The following documents shall be submitted with the executed Guarantee:

deed:-
(a) a certified copy of the Board Resolution of the Guarantor

authorizing the execution of the Guarantee and, if applicable, the
use of Common Seal of the Guarantor;
(b) a certified copy of extract of provisions of the Guarantor’s Articles

(c) a certified copy of the latest Annual Return of the Guarantor and, if
applicable, with updated information.
(2) if executed by an attorney on behalf of the Guarantor:-
(a) a certified copy of the Power of Attorney with the Guarantor’s

by the Guarantor to execute the Contractor’s Bond on its behalf;
(b) a certified copy of extract of provisions of the Guarantor’s Articles

(c) a certified copy of the Board Resolution of the Guarantor

Common Seal of the Guarantor;
(d) a certified copy of extract of provisions of the Guarantor’s Articles

(e) a certified copy of the latest Annual Return of the Guarantor and, if
applicable, with updated information.
(3) if the Guarantor is incorporated outside of Hong Kong, a legal opinion in

validity of the execution of the Guarantee and of any Power of Attorney.
4. If the Guarantee is executed by an attorney, the execution clause shall be

replaced as follows:-

by )
the lawful attorney of the Guarantor )

SCHEDULE 4
FORM OF SUB-CONTRACTOR WARRANTY

Schedule 4 - Form of Sub-contractor Warranty
FORM OF SUB-CONTRACTOR WARRANTY
THIS WARRANTY is made the [Date] day of [Month and Year]
BY:
1. [ ] a company incorporated in and in accordance with the laws of

[ ] of [ ] [See Note 1] ("the Sub-contractor");
TO:
2. The Airport Authority of HKIA Tower, 1 Sky Plaza Road, Hong Kong
assigns, "the Employer").
WHEREAS

("the Contract") made between the Employer and [Contractor’s name] (“the
(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 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
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.
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
providing not less than five business days' written notice to each other.
14. Subject to clause 16, 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. The reference to arbitration
shall be conducted in accordance with the Arbitration Rules and in those rules
"Dispute" shall be deemed to include any dispute or difference between the
Employer and the Sub-contractor. Sections 3, 4, 5, 6 and 7 of Schedule 2 of the
Arbitration Ordinance (Cap. 609) shall apply to such arbitration.

15. 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.
16. The Employer may by notice to the Sub-contractor require that:-
(a) any dispute or difference to be referred to arbitration pursuant to clause
14 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 14,
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.
17. 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 the Hong Kong Special Administrative Region (“Hong Kong”) and,
subject to clause 14, 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 and delivered as a

deed on the date first before written.
[ ] )
the presence of :- )
___________________________
Mr. [Name], [Title]
OR
EXECUTED and DELIVERED as a a DEED )
and SIGNED )
[name of the Sub-contractor] )
Witnessed by:
Signature: ____________________
Name: _______________________
Address: _______________________
______________________________
[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
1. The name, place of incorporation and registered address of the Sub-contractor

shall be inserted.
2. If the Sub-contractor is an unincorporated joint venture, the party clause 1 of the

Warranty shall be amended as follows:-

[ place ] and whose registered office is at [ ] and [ ] a
company incorporated in and in accordance with the laws of [ place ] and whose
registered office is at [ ] acting in joint venture under the name
of [ ] (hereinafter collectively referred to as “the Sub-
contractor”).
NOTE 2
NOTE 3
1. The Sub-contractor shall execute the Warranty under seal or as a deed.
(1) affixing the Common 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 executed and
delivered as a deed pursuant to section 127 of the Companies Ordinance
(Cap. 622); or

Power of Attorney given by the Sub-contractor in accordance with its
Articles of Association or other constitutional documents.
3. The following documents shall be submitted with the executed Warranty:

deed:-
(a) a certified copy of the Board Resolution of the Sub-contractor

authorizing the execution of the Warranty and, if applicable, the
use of Common Seal of the Sub-contractor;

(b) a certified copy of extract of provisions of the Sub-contractor’s
Articles of Association governing the quorum for directors’ meeting
and, if applicable, execution of documents under Common Seal;
and
(c) a certified copy of the latest Annual Return of the Sub-contractor

and, if applicable, with updated information.
(2) if executed by an attorney on behalf of the Sub-contractor:-
(a) a certified copy of the Power of Attorney with the Sub-contractor’s

by the Sub-contractor to execute the Warranty on its behalf;
(b) a certified copy of extract of provisions of the Sub-contractor’s

Articles of Association governing the appointment of the attorney;
(c) a certified copy of the Board Resolution of the Sub-contractor

Common Seal of the Sub-contractor;
(d) a certified copy of extract of provisions of the Sub-contractor’s

Articles of Association governing the quorum for directors’ meeting
and execution of documents under Common Seal; and
(e) a certified copy of the latest Annual Return of the Sub-contractor

and, if applicable, with updated information.
(3) if the Sub-contractor is incorporated outside of Hong Kong, a legal opinion

in the form required by the Employer shall be provided confirming the
validity of the execution of the Warranty and of any Power of Attorney.
4. If the Warranty is executed by an attorney, the execution clause shall be replaced

as follows:-

by )
the lawful attorney of the )
Sub-contractor in the presence of:- )

SCHEDULE 5
FORM OF BOND FOR OFF-SHORE MANUFACTURE

Schedule 5 - Form of Bond for Off-shore Manufacture
FORM OF BOND FOR OFF-SHORE MANUFACTURE
BY THIS BOND dated the [Date] day of [Month and Year]

[ ] of [ ] [See Note 1] ("the Bondsman") is irrevocably and
unconditionally bound to 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") for payment of a sum not exceeding
the sum stated in clause 2 below in accordance with the provisions of this Bond.
WHEREAS :
(A) By a contract reference [ Contract Number ] – [ Contract Title ] dated [ ]

(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 :-
1. Where applicable, words and expressions used in this Bond shall have the
2. The Bondsman hereby irrevocably and unconditionally undertakes to pay to the

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) that the Contractor is in default of one or more of the Contractor’s

obligations 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; or
(b) 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.
5. 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

Contract or the Works (including without limitation extension of time for
performance and adjustment to the amount payable 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
(d) any other bond, security or guarantee held or obtained by the Employer
(e) any act or omission of the Contractor pursuant to any other arrangement
with the Bondsman;
(f) any breach of the Contract by or other default of the Employer;
(g) any provision of the Contract being or becoming illegal, invalid, void,
voidable or unenforceable; and
(h) any other action, event or condition which, but for this provision, would
operate by law to discharge the Bondsman from liability under this Bond.
6. The liability of the Bondsman under this Bond shall cease on whichever of the
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) [ date ] [see Note 5].
7. 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.
8. Any documents arising out of or in connection with this Bond shall be served
upon the Bondsman, at [ ] Hong Kong [See Note 6].
9. The Employer and the Bondsman may change their respective nominated
addresses for service of documents to another address in Hong Kong but by
providing not less than five business days’ written notice to each other.
11. This Bond shall be governed by and construed according to the laws for the
time being in force in the Hong Kong Special Administrative Region (“Hong
Kong”) and the Bondsman agrees to submit to the non-exclusive jurisdiction of
IN WITNESS whereof this Bond has been executed and delivered as a deed
on the date first before written.

[ ] )
the presence of:- )
___________________________
Mr. [Name], [Title]
OR

and SIGNED )
Witnessed by:
Signature: ____________________
Name: _______________________
Address: _______________________
______________________________
______________________________
[See Note 7]

SCHEDULE TO BOND
FORM OF DEMAND
[Date]
To: [Bondsman’s name ]

Hong Kong
For the attention of : [ name ]
Dear Sirs,
Contract No. [ ] – [Contract Title]

Bond for Offshore Manufacture
1. We refer to the Bond for Off-shore Manufacture 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 payment of HK$[ figures ] ([ words ] Hong Kong dollars)

by [ Date ], being the amount due in accordance with clause 4 of the
above Bond.
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,
(Authorised Signatory)
.................................
for and on behalf of
The Airport Authority

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 engrossment of the Bond when prepared by the Bondsman.
NOTE 1
1. The place of incorporation of the Bondsman should be inserted together with:
(1) its registered address in the place of incorporation; and
(2) the address of its place of business in Hong Kong.
NOTE 2
1. 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
1. 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
1. The amount to be inserted shall be 95% of the figure referred to in Recital (B).
NOTE 5
1. The date to be inserted shall be in accordance with the Preamble to the Pricing
Document.
NOTE 6
NOTE 7
1. The Bond shall be executed under seal or as a deed by the Bondsman.
(1) affixing the Common Seal of the Bondsman in the presence of authorised
constitutional documents of the Bondsman, or executed and delivered as
a deed pursuant to section 127 of the Companies Ordinance (Cap. 622);
or

Power of Attorney given by the Bondsman in accordance with its Articles

3. The following documents shall be submitted with the executed Bond:

deed:-
(a) a certified copy of the Board Resolution of the Bondsman

authorizing the execution of the Off-Shore Manufacturing Bond
and, if applicable, the use of Common Seal of the Bondsman;

(c) a certified copy of the latest Annual Return of the Bondsman and,
(2) if executed by an attorney on behalf of the Bondsman:-
(a) a certified copy of the Power of Attorney with the Bondsman’s

by the Bondsman to execute the Off-Shore Manufacturing Bond
on its behalf;

(c) a certified copy of the Board Resolution of the Bondsman

Common Seal of the Bondsman;
(d) a certified copy of extract of provisions of the Bondsman’s Articles

(e) a certified copy of the latest Annual Return of the Bondsman and,
(3) if the Bondsman is incorporated outside of Hong Kong, a legal opinion in

validity of the execution of the Off-Shore Manufacturing Bond and of any
Power of Attorney.
4. If the Off-Shore Manufacturing Bond is executed by an attorney, the execution

clause shall be replaced as follows:-

by )
the lawful attorney of the Bondsman )

SCHEDULE 6
FORM OF DESIGN CHECK CERTIFICATE

Schedule 6 - Form of Design Check Certificate
CERTIFICATE OF THE CONTRACTOR'S DESIGN
OF PERMANENT WORKS
Part 1
(To be signed by a professionally qualified member of the Contractor’s staff, or of his
sub-contractor’s staff, responsible for the Contractor’s Design)
Contract No. & Name:
Part of Works
Designed:
Drawings as Listed in Attachment 1 (Number of Drawings: no.)
Calculations Title:
Prepared by:
Dated: No. of Pages Rev.:
Method Statement Title:
Submission No.: Rev.:
Certification
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:
For and on behalf of the Contractor
Name and qualifications of

signatory:

Schedule 6 – Form of Design Check Certificate
Part 2
(To be signed by the Checking Engineer)
Certification
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:
Refer to Attachment 1 (also to be endorsed by the Contractor and the Checking Engineer)

Attachment 1 to the Certificate of the Contractor’s Design of Permanent Works
Contract No. & Name:
Element of Works
Designed:
Drawing No. Rev Title
Signed: Date:
For and on behalf of the Contractor
Signed: Date:
Checking Engineer

SCHEDULE 7
MEDIATION RULES

Schedule 7 – Mediation Rules
MEDIATION RULES
(2010 EDITION)
Mediation
1. These Rules are the Mediation Rules (2010 Edition).
2. Words and expressions used in these Rules have the same meanings as are
assigned to them respectively in the Contract.
3. Mediation under these Rules is a private and confidential dispute resolution

process in which a neutral person (the “mediator”) helps the parties to resolve
their Disputes. The mediator has no advisory or determinative role in regard
to the content of the Dispute or the outcome of its resolution.
4. Either party may require the other party to participate in a mediation process
in accordance with these Rules, as provided for in clause 75 of the Contract.
Clause 75 requires all Disputes to be referred to mediation first before
proceeding to arbitration or litigation.
Initiation of the Mediation Process
5. If a Dispute has arisen, and the Contractor or the Employer has sought a
decision of the Project Manager pursuant to clause 75.3, the Contractor or the
Employer may:
5.1 in the case that the Project Manager has failed to give a decision or
notice within thirty (30) days pursuant to clause 75.3; or
5.2 in the case that the Project Manager has given a decision pursuant to
clause 75.3;
within thirty (30) days thereafter initiate mediation by delivering a written

request for mediation (“Request for Mediation”) to the other party.
6. Such Request for Mediation shall:
6.1 contain a brief self-explanatory statement of the nature of the Dispute,

the quantum in dispute (if any), and the relief or remedy sought;
6.2 state the name of up to three persons who are willing and able to act
as the mediator; and
6.3 attach their terms and conditions of appointment.

Response to Request for Mediation
7. The party who receives a Request for Mediation (“Responding Party”) shall
within fourteen (14) days of the service of the Request for Mediation serve a
written notice (“Response”) to the other party stating which (if any) of the
persons named in the Request for Mediation are acceptable to act as the
mediator in the order of preference. Alternatively, the Responding Party shall
nominate up to three persons thought suitable to act as the mediator in the
Response.
Appointment of the Mediator
8. The parties shall attempt to agree on the appointment of a mediator within

fourteen (14) days of the service of the Response or such extended period as
the parties may otherwise agree. If the parties agree on a mediator and the
proposed mediator is willing to serve, the mediation shall then proceed in
accordance with these Rules.
9. Failing agreement in accordance with Rule 8, either party may request the
Hong Kong International Arbitration Centre (“HKIAC”) to nominate a single
mediator. The HKIAC shall as soon as possible nominate a mediator who is
willing to serve and is not disqualified under Rule 10 for appointment by the
parties.
Disqualification of the Mediator
10. No person shall act 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. Before accepting an appointment, the proposed
mediator shall disclose to the parties (and to the HKIAC if the HKIAC has
made the nomination under Rule 9) any circumstances which may create a
presumption of bias or prevent a prompt resolution of the Dispute. If the
HKIAC has made the nomination under Rule 9, the HKIAC shall upon receipt
of any such information from the proposed mediator immediately
communicate the information in writing to the parties for their comments. If
any party serves on the HKIAC and the other party a written objection within
seven (7) days of receipt of such communication, the proposed mediator shall
not be appointed. In that case, the parties or the HKIAC shall as soon as
possible nominate another suitable mediator who is willing to serve and is not
disqualified under this Rule 10 in accordance with the preceding Rules.
The Mediation Process
11. The mediator shall commence the mediation as soon as possible after his
appointment and shall use his best endeavours to conclude the mediation
within forty two (42) days of his appointment. His appointment shall not
extend beyond a period of three (3) months without the written consent of the
parties.

Role of the Mediator
12. The mediator may conduct the mediation in such manner as he considers
appropriate, taking into account the circumstances of the case, the wishes of
the parties and the need for a speedy settlement of the Dispute.
Role of the Parties
13. The mediator may communicate with the parties together or with any party
separately, including private meetings, and each party shall co-operate with
the mediator. A party may request a private meeting with the mediator at any
time. The parties shall give assistance to enable the mediation to proceed
and be concluded within the time stipulated.
Representation
14. The parties may be represented or assisted by persons of their choice. Each
party shall notify in advance the names and the role of such persons to the
mediator and the other party.
Confidentiality
15. Mediation is a private and confidential process. Every document,

communication or information made or disclosed for the purpose of or related
to the mediation process shall be made or disclosed on a privileged and
without prejudice basis. Confidentiality extends to any settlement agreement
signed by the parties except where disclosure:
15.1 is necessary for implementation or enforcement;
15.2 is required by the party’s auditors or for some other legitimate

business reason;
15.3 is required by any order of the courts of Hong Kong or other judicial
tribunal; and/or
15.4 is necessary for the making of claims against any third party or to
defend a claim brought by any third party.
16. The parties shall not rely on or introduce as evidence in any subsequent
arbitral or judicial proceedings:
16.1 any oral or written exchanges within the mediation between a party
and the mediator or between the parties;
16.2 any views expressed or suggestions made within the mediation by the
mediator or by either party in respect of a possible settlement of the
Dispute;
16.3 any admission made by a party within the mediation;

16.4 the fact that a party had or had not indicated a willingness to accept
any suggestion or proposal for settlement by the mediator or by the
other party; and
16.5 any documents brought into existence for the purpose of the
mediation including any notes or records made in connection with the
mediation by the mediator or by either party.
17. Nothing that transpires during the course of the mediation is intended to or
shall in any way affect the rights or prejudice the position of the parties to the
Dispute in any subsequent arbitration or litigation, and without derogating
from the generality of the foregoing and merely by way of examples:
17.1 the fact that document or information of whatsoever nature was made
available in the mediation does not mean that privilege or
confidentiality is waived for any subsequent purpose, including
arbitration or litigation; and
17.2 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
18. Unless otherwise agreed, each party shall bear its own costs regardless of
the outcome of the mediation or of any subsequent arbitral or judicial
proceedings. Subject to any agreement to the contrary, all other costs and
expenses shall be borne equally by the parties, including:
18.1 the mediator’s fees and expenses;
18.2 expenses for any witness or expert advice or opinion requested by the
mediator with the consent of the parties; and
18.3 any administrative costs in support of the mediation.
19. The mediator may at any time after his appointment require the parties to pay
deposits to cover the anticipated fees and expenses of the mediation as
reasonably assessed by the mediator. Each party shall pay 50% of the
required amount. The mediator may suspend or abandon the mediation
process if the deposit is not made.
20. Any surplus funds deposited shall be returned to the parties at the
conclusion or termination of the mediation in equal shares.
Conclusion or Termination of the Mediation
21. The mediation process shall come to an end:
21.1 upon the signing of a settlement agreement by the parties; or
21.2 upon the written advice of the mediator after consultation with the
parties that in the opinion of the mediator further attempts at mediation
are no longer justified; or

21.3 upon written notification by any party to the mediator and the other
party that the mediation is terminated; or
21.4 upon abandonment of the mediation process by the mediator pursuant

to Rule 19.
Mediator Not Subsequently to Act as Arbitrator
22. Unless the parties otherwise agree in writing, the mediator shall not be
appointed as arbitrator, representative, counsel or expert witness of any party
in any subsequent arbitral or judicial proceedings between the parties,
whether arising out of the Dispute, the mediation or otherwise in connection
with the Contract. Neither party shall be entitled to call the mediator as a
witness in any subsequent arbitral or judicial proceedings arising out of the
Contract provided that if any party enforces a settlement agreement, any
party may call evidence of the settlement agreement including evidence from
the mediator and any other person engaged in the mediation.
Exclusion of Liability
23. Except in the case of fraud or dishonesty, the mediator and the HKIAC shall
not be liable to any party for any act or omission in connection with or arising
out of or in relation to any mediation conducted under these Rules.
Language
24. The mediation shall be conducted in the English language unless the parties
and the mediator otherwise agree.

SCHEDULE 8
ARBITRATION RULES

Schedule 8 - Arbitration Rules
ARBITRATION RULES
(2011 Edition)
Preamble
Where any agreement, submission or reference provides for arbitration under the
Airport Authority's Arbitration Rules, the parties shall be taken to have agreed that
the arbitration shall be conducted in accordance with the following rules (the Rules).
The Rules are subject to such modification as the parties may agree in writing at any
time. References in the Rules to the ‘Arbitration Ordinance’ are to the Arbitration
Ordinance, Cap. 609 of the Laws of Hong Kong.
Article 1 Commencement of Arbitration
1.1 Any party wishing to commence an arbitration (the Claimant) in respect of a

dispute or difference required to be referred to and determined by arbitration
in accordance with the Rules (the Dispute), shall send to the other party (the
Respondent) a written notice requiring the Respondent to appoint or to concur
in appointing an Arbitrator (the Notice of Arbitration) which shall include, or be
accompanied by:-
(a) the names and addresses (together with telephone and fax numbers
and email addresses 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 (together
with telephone and fax numbers and email address);
(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 an 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;
(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 the Dispute to arbitration until after the substantial completion or
alleged substantial completion of particular 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,

8 Connaught Place,
Central,
Hong Kong Special Administrative Region,
People’s Republic of China
Tel: (852) 2525 2381
Fax: (852) 2524 2171
Email: [email protected]
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 give rise to justifiable doubts as to
his impartiality or independence or prevent a prompt resolution of the
Dispute.
3.3 The Arbitrator may be appointed by agreement of the parties. 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.
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 email) 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 No communications between the parties and the Arbitrator (and vice versa)
nor any other information concerning the arbitration shall be disclosed to third
parties without the agreement of all parties, except as permitted by section
18(2) of the Arbitration Ordinance.
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) by 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 and fax numbers
and email address) 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 a documents-only arbitration under Article
22.
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 of expert reports.
9.2 The Arbitrator has 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 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 as the Arbitrator may order, 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 inspection, photographing, preservation, custody, detention

or sale of any relevant property or thing;
(e) order samples to be taken from, observations to be made of, or

experiments to be conducted on any relevant property or thing;
(f) 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;
(g) order the delivery of interrogatories and answers thereto;
(h) order the rectification in any written agreement of any mistake which
he determines to be common to the parties;
(i) rule on the existence, validity or termination of any agreement;
(j) rule on his own jurisdiction, including any objections with respect to
the existence or validity of the agreement to arbitrate or to his terms of
reference;
(k) determine any question of law arising in the arbitration;
(l) receive and take into account such written or oral evidence as he shall
determine to be relevant, whether or not strictly admissible in law;
(m) 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;
(n) 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
(o) order any party to provide security for all or part of any amount in
dispute in the arbitration.
Provided that nothing in this Article shall have the effect of derogating from
the powers and/or jurisdiction given to the Arbitrator by sections 35, 37 and/or
56 of the Arbitration Ordinance.
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 Place of Arbitration
13.1 The place 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 argument 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 appropriately certified if not agreed.
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 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 the place of arbitration 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 Correction, interpretation of award and additional award
17.1 Within fourteen days of receipt of the award a party (with written notice to the
other party) may:-
(a) request the Arbitrator to correct in the award any errors in computation,
any clerical or typographical errors or any errors of similar nature;
and/or
(b) if so agreed by the other party, request the Arbitrator to give an

interpretation of a specific point or part of the award.
If the Arbitrator considers the request to be justified, he shall make the

correction or give the interpretation within thirty days of receipt of the request.
The interpretation shall form part of the award.
17.2 The Arbitrator may correct any error of the type referred to in Article 17.1(a)
on his own initiative within thirty days of the date of the award.
17.3 A party (with written notice to the other party) may request, within thirty days
of receipt of the award, the Arbitrator to make an additional award as to
claims presented in the arbitration but omitted from the award. If the
Arbitrator considers the request to be justified, he shall make the additional
award within sixty days.
17.4 The Arbitrator may extend, if necessary, the period of time within which he
shall make a correction, interpretation or an additional award under Article
17.1 or 17.3.
17.5 The provisions of Article 16 shall apply to a correction or interpretation of the

award or to an additional award.
17.6 The Arbitrator has the power to make other changes to the award which are
necessitated by, or consequential on, the correction of any error in the award
or the interpretation of any point or part of the award under this Article.
17.7 The Arbitrator may review an award of costs within thirty days of the date of
the award if, when making the award, the Arbitrator was not aware of any
information relating to costs (including any offer for settlement) which he
should have taken into account.
17.8 On a review under Article 17.7, the Arbitrator may confirm, vary or correct the
award of costs.
Article 18 Costs
18.1 The Arbitrator may include in the award directions with respect to the costs of
the arbitration.
18.2 The Arbitrator may, having regard to all relevant circumstances (including the
fact if appropriate that a written offer of settlement of the Dispute has been
made), direct in the award to whom and by whom and in what manner the
costs are to be paid.

18.3 The Arbitrator may also, in his discretion, order costs to be paid by a party in
respect of a request made by any of the parties for an order or direction
(including an interim measure).
18.4 The Arbitrator may direct that the costs ordered under Article 18.3 are to be
paid forthwith or at the time that the Arbitrator may otherwise specify.
18.5 The Arbitrator shall assess the amount of costs to be awarded or ordered to
be paid (other than the fees and expenses of the Arbitrator) and award or
order those costs (including the fees and expenses of the Arbitrator).
18.6 The Arbitrator shall only allow costs that are reasonable having regard to all
the circumstances, and may allow costs incurred in preparing for the
arbitration prior to its commencement.
18.7 The term ‘costs’ when used in this Article shall, unless expressly provided
otherwise, include the legal or other costs incurred by either party, the fees
and expenses of the Arbitrator and any other costs or disbursements incurred
relating to the conduct of the arbitration.
Article 19 Interest
19.1 The Arbitrator may order that interest be paid in accordance with section 79 of
the Arbitration Ordinance, subject to and in accordance with any written
agreement between the parties.
Article 20 Exclusion of Liability
20.1 Without prejudice to any existing rule of law, it is agreed that neither the
Arbitrator, the Appointing Authority nor the Secretary General shall be liable
to any party for any act or omission in connection with any arbitration
conducted under the Rules, save for the consequences of fraud or dishonesty.
20.2 After the award has been made and the possibilities of interpretation,
correction and additional awards referred to in Article 17 have lapsed or been
exhausted, the Arbitrator shall not be under any 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 21 Waiver
21.1 A party which knew or ought to have known of non-compliance with the Rules
and yet proceeds 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 22 Documents-Only Arbitration
22.1 If the parties agree in writing at any time 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 shall 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.
22.2 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.

SCHEDULE 9
NOT USED

Schedule 9 – Not Used

GCC+ +BW+&+Civil+Works+ (Issue+No.+11+ +aug+2015)

Uploaded by

Copyright:

Available Formats

GCC+ +BW+&+Civil+Works+ (Issue+No.+11+ +aug+2015)

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

GCC+ +BW+&+Civil+Works+ (Issue+No.+11+ +aug+2015)

Uploaded by

Copyright:

Available Formats

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 8

3. The Project Manager's Representative and his assistants 9

ASSIGNMENT AND SUB-CONTRACTING

6. Precedence of documents and entire agreement 13

7. Provision of Employer's Drawings and the Specification 14

9. Contractor's general responsibilities 15

10. Design responsibility 16

11. Articles of Agreement 17

12. Bonds and guarantees 18

13. Inspection of Site and information and sufficiency of Tender 19

14. Not Used 22

15. Programmes and progress reports 22

16. Method statement 22

17. Contractor's superintendence and staff 22

18. Setting-out and dimensions 23

20. Care of the Works 25

21. Damage to property and injury to persons - indemnities 26

22. Giving of notices and payment of fees etc 27

23. Audited accounts 27

24. Compliance with Enactments 28

25. Language of notices etc 28

26. Interference and nuisance 29

27. Intellectual property rights 29

28. Other Contractors 30

29. Publicity and disclosure 30

30. Offering advantages and collusion 31

31. Employer’s insurance 31

32. Contractor's insurance 32

33. General insurance obligations 33

QUALITY OF PERMANENT WORKS AND WORKMANSHIP;

34. Quality management 33

35. Permanent Works and workmanship 34

37. Covering and uncovering parts of the Works 34

38. Removal of unsatisfactory parts of the Works 34

General Conditions of Contract 2/5 August 2015

42. Rights of access 37

43. Time for completion 37

44. Extension of Time 37

45. Rate of progress 41

47. Liquidated damages for delay 42

48. Completion Certificates 45

OUTSTANDING WORK AND DEFECTS

50. Outstanding Work 47

51. Investigating defects and work of repair and additional work 48

55. Cost and disturbance to the progress of the Works 53

56. Notice of claims for additional payment 54

57. Maintenance of records 55

PROPERTY IN PERMANENT WORKS AND CONTRACTOR'S

58. Vesting of Contractor's Equipment and Temporary Works 56

59. Vesting of Permanent Works 56

General Conditions of Contract 3/5 August 2015

61. Removal of Contractor's Equipment and Temporary Works 59

62. Liability for loss or damage to Permanent Works, 59

PROVISIONAL SUMS AND PRIME COST SUMS