Our ref: C3P/LOA/2012

Date

: January 04, 2013

HANINAH DINTI HASSAN

LOT N, BLOCK 2, TAMAN POHING
JALAN DATU SAPI. 9000 SANDAKAN
SABAH.
Attn : cik Haninah Binti Hassan

Dear Cik Haninah,

LETTER OF AWARD FOR THE TECHNICALIELECTRICAL WORKS AND MAINTENANCE

OF MAINLINE INFRUSTRUCTURE IN OUR CONSESSION NAMELY I. KG SUNDANG
2. KG DATU SAPI. SANDAKAN, SABAH.
We, C3POWER (M) SDN DHD (hereinafter referred to as "COMPANY") are pleased to award you,
Present address at Lot N, block 2, Taman Pohing 1 jalan Batu Sapi , 9000 Sandakan Sabah.
( hereinafter referred to as the "Contractor") the contract for the above mentioned services for
C3POWER (M) SDN. BHD.,
Subject to the following terms and conditions;
1 SCOPE OF WORKS
The scope of works under this Letter of Award shall be according to "ANNEX 1" attached
(hereinafter referred to as "Services").
2. PRICE RATE
2.1
The prices to be charged by Contractor to provide the services are detailed in "ANNEX 1 " .
2.2
Prices are inclusive of the minor installation materials required to complete the requested
Services.

2.3

Any credit assignment to other parties (including but not limited to "factoring") shall not be
Allowed without the prior written consent of the Main Contractor.

3. PERIOD OF CONTRACT
3.1
The Contract shall be valid until terminated by the Company at its absolute discreation or until
Termination/expiration of contract between the Company and its Customer.

4 PAYMENT TERMS
4.1

The payment terms are stated in " ANNEX 1"

4.2

The contractor shall be liable for any expenses incurred as a result of the
incorrect
Installation due to causes attributed to the Contractor.

5. ORDERING PROCEDURE
5.1

This Letter of Award shall not be construed as an order. Company shall issue to the
Contractor a formal Work order for the specific works. In addition to the issuance of the
Work Order. the Contractor shall follow strictly Company's Delivery Instruction/Work
Order for the quantity, delivery date and completion date as stated in the Delivery

InstructionIWork Order. Other relevant details such as invoice address, delivery schedule
shall also be noted in this Work Order for the Contractor's compliance as per the terms and
conditions contained herein.
5.2

Work Orders will be sent to Contractor prior to the commencement of the activities.
Contractor will send an Order Acknowledgement within 3 (Three) working day from the
receipt of the Order. If within 3 (Three) working day from the receipt ofa Work Order the
Contractor has not provided an Order Acknowledgement or alternatively not advised the
Company that the Work: Order is not correct or in accordance with this Agreement, then
the Wok Order shall be deemed after this 3 (Three) working day period to be accepted by
Contractor.

5.3 Immediately after completion of a Service, Contractor shall forward all the related
documentation requested by the Company (including, but not limited to, test reports,
indoor and outdoor photos) in order to obtain formal approval of payment.
5.4

In order to be able to perform all the Services requested in this Agreement, Contractor
shall provide in due time the appropriate number of skilled installation teams (all
reasonable actions shall be taken to meet the Suruhanjay Tenaga specification and SESB
compliance) and shall be fully equipped with appropriate tools and instrumentation
according to the agreed scope of work.

5.5

Any Service activities are considered completed only upon the Company's written
acceptance based on the above mentioned documentation.

5.6

In case the Contractor, during the execution of any of the Services ordered by Company,
will be requested by SESB or Suruhanjaya Tenaga Nasional to perform any additional
activities not included in the Work: Order (e.g. additional interventions, any kind of extra
works or materials supply, etc.), the Contractor shall not be authorised to start any such
additional activities, without prior written agreement on prices and the relevant written
authorization released by the Company The Contractor shall promptly follow any such
authorization with Work. Order amendment or new Work Order.

6. QUALITY
Services must be performed in accordance with the agreed technieal specifications of Suruhanjaya
Tenaga Nasionsl and compliance with SESB specification .. The Company shall have the right to
make quality i~spections at any installation sites, during or after the performance of the requested
Services, to verifY full confonnity to the above specifications and to the related quality level.
Contractor is financially responsible for lack of quality of the supplied Services,

4.

7. HEALTH & SAFETY

7.1

When performing the requested Services. Contractor shall be fully committed to carefully
and strictly follow all Health & Safety regulations as stated by the Jaws of Malaysia
in
force at any time.

1.2

In addition, Contractor shall be fully committed to comply with Customer's Health

& Safety policies. requirements and procedures when provided by the Company.

7.3

Company shall have the right to make random inspections to assure that Health & Safety
regulations are properly implemented by Contractor (these inspections do not imply
any
Company's responsibility to this regard).

8. WARANTY
The Contractor shall warrant and be responsible for the adequate and prompt supply of the works
and labour required for the satisfactory performance of the Contractor. The Contractor further
warrants that the services shall be carried out efficiently and in a workmanlike manner free from any
defect or inferior workmanship. In the event of any defect to the services, the subcontractor shall
make good such defects at the Contractor's own costs and expenses. The warranty period for the
works by the contractor shall be Thirty (30) days from the date of acceptance of services.
9. INSURANCE

The Contractor shall during the term of this letter of Award insure to the full extent of any potential
liability, loss or damages arising at common law and under any statue relating to the property
damage and/or personal injury or death including but not limited to workmen compensation and/or
all risks insurance against theft. Joss or damaged by the fire or flood as may be relevant to the
performance of the Contractor's obligations pursuant to this letter Award.
10. LIABILITY AND PENALTIES
In the event that the Subcontractor is unable to fulfil the Company's requirement of the services,
the Contractor shall pay to the Company liquidated damages as follows:
10.1 Liquidated damages for delay of Services performance
-

in the event that Contractor fails to perform the Services in accordance with the agreed time
schedule, the applied liquidated damages will be defined. as follows accord~g to the
delay in the
completion of the installation activities:

- no damages will be applied from 1st to 3m working day

- 1 of the related Work: Order amount for each day from the 4th working day onwards up to a
maximum of 30
10.2 The aforesaid sum shall be paid by direct remittance or deduction from any payment due
within thirty ( 30) days written notification.
11. JNDEMNITY
The Contractor shall irrevocably and. unconditionally indemnify and keep indemnified the co~any.
from and against all losses and expenses ( including legal cost) suffered or incurred by the Compan

arising out of or in connection with any third party claims or injmy due to Contractor's acts 0

5.

12. ORDER CANCELLATION J VARIATION J RESCHEDULING

The Company shall have the right to cancel, vary or reschedule any of the Work Orders following
the corresponding modifications of the Company's supply schedule requested by Suruhanjaya
Tenaga Nasional and SESB to meet the any modified schedule by Suruhanjaya Tenaga Nasional and
SESB.

13.CONTINUlTY
Contractor shall warrant to provide the Services requested under the terms of this Agreement starting
from the agreed date and for the period indicated in clause 3.

14. FORCE MAJEURE

Either Party shall not be liable for any breach of the Work Order owing to any cause. anywhere in
the world. beyond its reasonable control. including Act of God., fire, lock-outs or strikes (except
when conducted by the Subcontractor or its employees), act of omission of Government, war,
military operations or riot.

15. CONFIDENTIALY
15.1

All information and data in whatever form disclosed by one Party to the other Party shall be
treated as confidential (hereinafter referred to as "Confidential Information") by the recipient
and shall not be used or disclosed other than for performance of its obligations s under this
Agreement and any Work Orders, without the prior written consent of the other Party.

15.2

Each Party agrees to limit the disclosure of any Confidential Information to those of its
employees who have a need to know for the purpose of the Agreement and any Work
Orders, making the above employees aware of these obligations of confidentiality.

15.3

The Company shall have the right to make inspections to assure that the
Contractor has
taken all the actions to guarantee the confidentiality of the above mentioned information.

15.4

In addition, Contractor shall be fully committed to comply with Customer's and Final
customer's Confidentiality and Data Protection policies and procedures, when provided by
the Company.

16. SUBCONTRACT

6.

Contractor must not subcontract any activity related to the present Agreement unless specifically
agreed in writing by the Company.
17. TERMINATION

The Company may terminate this Agreement at no cost and with immediate effect by notice in
writing to the Contractor on the occurrence of any of the following events:

a) if Contractor has committed a material breach of any provisions contained in this Agreement
and, after receipt of a written notice specifying the breach or default, has failed to remedy the
breach within a period of thirty (30) days after the receipt of the written notice;

a) in case of repeated serious failures by Contractor in meeting the agreed quality standards and/or
delivery terms which are not recovered within thirty (30) days after receipt of written notice;
Both Parties shall have the right to terminate this Agreement on the occurrence of any the following

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ordance with the provisions of clause 14;

c) if bankruptcy or insolvency proceedings are instituted against the other Party and such
proceedings have not been dismissed within seven (7) days from the date of the proceedings;
18. ACCESS TO THE SITES
The Contractor shall be entitled to access to the Site or such part of the Site to enable the
Contractor to commence and perform the Installation Services.
18.1

Customer reserves its right to impose any restrictions and conditions at any time on the
Contractor's right of access to the Site for purposes of security and safety or to
accommodate any other operations or works that may be on-going at the house to house.
The Contractor shall adhere to such restrictions and conditions and shall not cause any
interference or disruption to any operations and works on-going at the house to house
during the course of the performance of its obligations under the Agreement.

18.2

The Contractor shall at its own expense be responsible for obtaining any other right of
access, accommodation, land or facilities outside the Site as may be required by it or its
workmen for the purpose of the Installation Services under the Agreement.

18.3

All working areas used by the Contractor shall be kept clean and tidy at all times by the
Contractor to the satisfaction of Customer.

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19. DISPUTE AND GOVERNING LAW

19.1

This Letter of Award and all Work Orders shall be governed by and construed in accordance
with the laws of Malaysia.

19.2

All disputes, differences or questions between the Parties to this Letter of Award with
respect to any matter arising out of or related to this Letter of Award shall he finally settled
by the relevant Court of Sabah (Malaysia).

19.3

The parties shall make every effort to settle by amicable negotiations any difference which
may occur between them in connection with this Letter of Award.

20. MISCELLANEOUS
Any notice to be given under this Letter of Award must be in writing and sent to the appropriate
Authorised Representative at the address given herein.

ANNEX 1

A)

MAINLINE

1 Supply and erect, install of Galvanized Electrical post.

2 Supply and Erect, install of quality NIBONG post

3 Supply Install and commission 5Omm high tension
cabling (2X)

Ipc

Rm200.00

wire for the mainline

Rm20.00

4 Supply install and commission 25mm high tension

wire for the distriJutiQncRnection tohotlses(2X)

RmlO.oo

5 SUpply and instiIlI M_er SafutyBox (as per design)

and its accessorieS

1.~an41n$ta1~~
SuppIy .. - .. ~(~

unit

Rm25O.00

set

Rm12..50

set
set

Rm9.50

Rm3.5O

20.1

Nothing in this Letter of Award shall prevent either party from entering into other
Agreements with third parties for similar Services.

20.2

The Contractor its subsidiaries or any other companies belonging to the same group shall
Not be allowed to be in competition with the Company, by entering into a direct business
Relationship with any of the Company's Customers to provide installation services of
Equipment already supplied by the Company, unless specifically agreed.in writing by the
Company.

20.3

Either Party shall not assign to any third party this Agreement or any of its rights, benefits
Or obligations arising hereunder, without the prior written consent of the parties.

20.4

Any variations to this Letter of Award shall be mutually agreed in writing by both parties
And signed by a duly authorised persons of each of the parties.

Name
Position
Date

SIGNED BY
A duly authorised person on behalf of

Name
Position

Date