Standard Terms & Conditions of

Supply and Erection

Pre-Engineered Buildings

LSD (E) R07/19-01-10

The following Terms and Conditions are established by PEB

Steel Buildings Co., Ltd. (hereafter referred to as "PEB Steel")
to govern the supply and erection of PEB Steel Buildings and
Insulation Materials to its customers and shall constitute an
integral part of the contract made between PEB Steel and the
customer.

1.

Tax code
2.

Placing of Orders
Orders are normally placed after PEB Steel submits a written
proposal (also known as quotation or offer) (hereinafter "the
Proposal") to its customer.
Quotations may be revised one or more times until both the
customer and PEB Steel agree upon all technical and commercial
matters.
Once all matters are agreed upon, and are included in a final
revised and typed PEB Steel proposal, the customer and PEB Steel
shall sign a standard contract of which these standard terms and
conditions shall form an integral Part. A blank form of this contract
is attached to the Proposal.

2.

Swift Code

: BIDVVNVX310

Beneficiary

: PEB STEEL BUILDINGS Co., Ltd.

Address

: Dong Xuyen Industrial Park,

Rach Dua Ward, Vung Tau City

A/C No.

(VND) 310 1000 0285295

(USD) 310 1037 0013870

Tax code

3500684522

3.4 Form of bank guarantee (please see attached)

4.

Approval of Drawings
4.1

When requested by customer or otherwise deemed

necessary by PEB Steel, approval drawings shall be
prepared to ensure that the PEB Steel interpretation of all
customer requirements is accurate.

4.2

When approval is required or otherwise deemed necessary,

2 sets shall be delivered to the customer of which one set
must be returned to PEB Steel; either approved duly signed
by the Customer Approved as is, or approved with
comments Approved as noted.

4.3

The information presented in approval drawings is

preliminary in nature and is not to be used for the purpose
of setting anchor bolts, design of foundations and other
construction activities.

4.4

The approval of these drawings shall be accepted by PEB

Steel only in the form of the customer's signature within the
"Approval" stamp placed by PEB Steel on its approval
drawings. Approval by any other means shall not be
accepted by PEB Steel.

4.5

Signed approval drawings shall be final and binding.

4.6

Jobs that have been "Out-for-Approval" for more than 60

days are subject to the pricing schedule that is in effect at
the time the approval drawings are returned to PEB Head
Office. PEB Steel reserves the right to cancel orders that
have been "out-for-approval" for more than 90 days
PROVIDED THAT the customer may be responsible for
ordinary cancellation and any engineering costs.

4.7

iii. 15% of Building value not later than 7 days from the date of
the buildings sheeting delivery at job site

Comments on returned approval drawings which change the

previously agreed upon scope of works must be covered by
a Change Order that is duly signed & accepted by the
customer.

4.8

iv. 05% of Building value not later than 7 days from the erection
date of the building.

Allow 2 weeks for Approval Drawings submittal (longer if

building(s) are complex.)

4.9

Approval drawings should be returned to PEB Steel Area

Office within 2 weeks of their receipt by the customer. Any
delay in the return approval drawings back to PEB Steel
office may result in a change to our delivery commitment
and contract price.

Acceptance of Orders
Only signed and dated contracts are accepted at the PEB Steel
Head Office in Ho Chi Minh City, Vietnam. Accepted orders are
entered in a Sales Register maintained by the Finance Department.
An order will be placed "ON HOLD" by PEB Steel, when it is
considered to be incomplete. Such an order will remain on hold
until corrective action is taken.

3.

: 3500684522

Bank for Investment and Development of Viet Nam (BIDV), Ho

Chi Minh City Branch
203 Hoang Van Thu St., Phu Nhuan Dist., Ho Chi Minh City, Viet
Nam

Standard Payment Terms for each Building

3.1

Payment Terms Supply only contracts

i. Down payment 50% of Building value not later than 7 days

from the date of signed contract.
ii. 35% of Building value not later than 7 days from the date of
the buildings mainframe delivery at job site.
iii. 15% of Building value not later than 7 days from the date of
the buildings sheeting delivery at job site.
Payment of (ii), (iii) and (iv) shall be secured by a bank guarantee in
the form and issued by a bank acceptable to PEB Steel.
3.2

Payment Terms Supply and Erection contracts

i. Down payment 50% of Building value not later than 7 days

from the date of signed contract.
ii. 30% of Building value not later than 7 days from the date of
the buildings mainframe delivery at job site

Payment of (ii), (iii) and (iv) shall be secured by a bank guarantee in

the form and issued by a bank acceptable to PEB Steel.
Note:
1. Any delay in payment will be subject to an interest charge at
2.0 % per month.

5.

2. Where partial shipments are done, each shipment will be

assigned a prorated value of total contract value and partial
payments to be made by the Customer accordingly.
3.3

Bank Details:
1.

Design Calculations (Optional)

5.1

For jobs requiring approval of drawings the structural design

calculations may be included with the approval drawings.

5.2

Two (2) sets of the structural design calculations are

provided upon request.

5.3

Standard Structural Design Calculations include:

The Hongkong and Shanghai Banking Corporation Limited, Ho

Chi Minh City Branch
The Metropolitan Building, 235 Dong Khoi, District 1, Ho Chi Minh
City, Viet Nam
Swift Code

: HSBCVNVX

Beneficiary

: PEB STEEL BUILDINGS Co., Ltd.

Address

: Dong Xuyen Industrial Park,

Rach Dua Ward, Vung Tau City

A/C No.

: (VND) 001-217058-001

5.4

6.

(USD) 001-217058-101
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5.3.1

Material Specifications & Design Assumptions.

5.3.2

Design of the primary & secondary structural

framing.

5.3.3

Wind bracing and Structural Stability.

5.3.4

Column reactions.

Additional engineering fees may be levied for design

calculations which require more analysis than what is
usually included in the standard calculations.

Design Certificates

A standard PEB Steel Letter of Certification attesting to the

structural design integrity of a PEB Steel building may be furnished
at no cost in lieu of the design calculations.

7.
7.1

Change Orders
Changes in requirements after a contract is signed and
accepted requires the client to sign a Change Order letter
(which shall be prepared by PEB) which describes the
change(s) and the impact that the changes may have on price
and/or delivery.
No action shall be taken by PEB Steel on the changes until the
Change Order is signed as accepted by the client.

7.2

8.

The price of fabricated components made obsolete due to a

Change Order made in accordance with clause 7.1 above will be
charged to the customer's account.

Jobs On Hold

8.1

All costs incurred due to a job placed "On Hold" after start of
manufacturing will be to the Customer's account.

8.2

Jobs that have been entered but have not been released for
production within 30 days from the date of signing contract for
whatever reason (including lack of technical clarification) will be
put "On Hold". If such jobs are subsequently reactivated, they
are subject to the pricing schedule in effect at the time of their
release from the "On Hold" status.

9.
9.1

Material Dispatch
The material dispatch commitment is measured (in weeks) from
the date of the latest receipt and acceptance by PEB Steel Head
Office of the following:
Signed Contract.
Acceptable Letter of Credit / acceptable Bank Guarantee.
Down Payment.
Final Change Order including amendment to L/C price / Letter of
Guarantee price.
Signed final "approved as noted" Approval Drawings.

9.2

The Shipment schedule is based upon the production schedule

for the job. This shall occur once the latest of the following is
satisfied:
Receipt by PEB Steel of final "approved as noted" approval
drawings.
Receipt and acceptance by PEB Steel of final change order, if
any.

10. Erection Drawings

10.1 The standard erection drawing package shall consist of two (2)
sets sent directly to the customer.
10.2 When erection is to be carried out by PEB Steel one (1) set
shall be sent directly to the customer and two (2) sets shall
provided to PEB Projects Management Department at the Head
Office.
10.3 If specifically required by the customer one set of "As Built"
drawings shall be supplied to the customer (free of charge)
after erection is completed and shall incorporate changes made
during erection, (if any), provided that such changes are
notified in writing to PEB Steel after completion of erection.
10.4 Additional sets of erection drawings may be supplied on request
for USD 80 per set.

11. Specification Changes & Material Substitution

When a standard inventory item is out of stock or when Product
Development improvements necessitate it, PEB Steel reserves the
right to substitute material equal to or superior to that originally
specified on the contract documents.

12. Design and Supply Exclusions

12.1 PEB Steel shall supply only materials which are clearly described
in its proposal under "Building Description" and "Standard
Supplied Material" or covered by written, accepted and signed
"Change Orders".
12.2 PEB Steel does not supply nor does it accept responsibility for
the design or construction of column footings, ground slab, tie
beams, masonry walls, and other concrete works.
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12.3 PEB Steel does not supply nor does it accept responsibility
for plumbing services, painting, electrical services, air
conditioning services, or any other material or service not
specified in the final accepted proposal, contract, or change
order.

13. Permits and Fees

13.1 It is the customer's responsibility to obtain and pay for all
building permits, licenses, public assessment, paying
prorated utilities, utility connections, occupancy fees, and
any other fee required by any in connection with the work
provided for in the contract.
13.2 The customer shall provide, at his expense, all plans and
specifications required to obtain the building permit, except
those plans agreed in writing to be furnished by PEB Steel.
13.3 It is the customer's responsibility to ensure that all plans
and specifications, including those produced by PEB Steel
comply with the applicable requirements of all relevant
building authorities.
13.4 If erection is to be carried out by PEB Steel, a copy of the
Building Permit must be provided to PEB by the customer
prior to commencement of work. If erection work has to be
deferred, the cost of such stoppages, standing time or
demobilization cost shall be charged to the customer.
13.5 All customers clearance fees, custom's agent fees and all
other Taxes and charges of Customer shall be paid by the
customer.

14. Inspection of Fabricated Materials

14.1

PEB Steel has a standard, Quality Plan which outlines the

quality procedures followed during production and
shipment. This plan describes the sampling techniques,
types of tests and control procedures, and the reporting
format used by PEB Steel in the production of all
manufactured components.
The approved procedures described in this Quality Plan are
maintained within PEB Steel Quality Control Department.

14.2 Inspection of PEB products at the PEB Steel plant by a

customer or by his authorized representative (if required by
a specific contract) may be arranged. Such inspection will
be scheduled after receipt of written requests for such
inspection by the customer.
Inspections will be arranged in such a manner as not to
delay production and/or shipment. In the event that the
customer or his representative fails to conduct inspections
as scheduled, the goods shall be considered "released by
concession".
14.3 Inspections conducted without the prior knowledge and
consent of PEB Steel, or conducted without an authorized
PEB Steel representative present, shall not be permitted nor
shall they have any legal significance.
14.4 Any additional inspection or Special Testing (Other than
what is specified in PEB Steels Quality Plan) is excluded.
Charges will be applied to customer, if any additional or
special testing is requested.
14.5 Third Party inspection is excluded. The Cost for any Third
Party inspection is to be totally borne by Customer

15. Material Dispatch Advice

The customer will be notified of actual shipment dispatch by fax,
telex or telephone upon shipment of goods from PEB Steel
Factory.

16. Partial Shipments

16.1 On large jobs, it is PEB standard practice to make partial
shipments.
16.2 Where partial deliveries are requested and accepted by PEB
Steel, each shipment will be assigned a prorated value of
materials delivered that is claimed according to the accepted
terms of payment covering the total job value.

17. Unloading of material at job site

Unloading of truck at job site is the responsibility of the customer.

The Customer is expected to provide suitable equipment for

unloading the material. If a site is inaccessible or not able to
accept the material, another site for unloading must be provided
by the Customer.
The Customer shall be solely responsible for the condition of the
job site as far as the safety of the driver, equipment, and material
is concerned. The customer is responsible for accurately checking
the materials upon arrival and unloading. Any discrepancies must
be noted on delivery documents.
A receiving representative of the customer cannot refuse to
accept an entire shipment because some portion of that shipment
is damaged or missing. Shortages and damages must be noted on
delivery document and reported to PEB Steel.

18. Erection of Buildings (Supply only contract)

The customer shall be fully responsible for the quality of erection
of PEB Steel buildings when the erection is not carried out by PEB
Steel. PEB Steel assumes no liability for, and the customer shall
hold PEB Steel harmless in respect of, any defects in the erection
of buildings or such defects as loose connections, missing parts,
roof leaks, damaged sheets, omission of sealer, scratched
surfaces, poor alignment, inadequate drainage and defects caused
by others. The customer shall permit PEB personnel to inspect the
erection work at any time during the erection process.

19. Erection by PEB Steel

19.1 PEB Steel shall undertake building erection only on a clear
leveled and unobstructed concrete slab with suitable access for
trucks and erection equipment. A 6 meters wide access must be
suitably compacted for use of forklifts or cranes, and free of
any obstructions.
19.2 The anchor bolts shall be set (by others) accurately for position
and level and be clean of any concrete spillage prior to PEB
Steel arrival on site. Anchor bolts installed are to have
appropriate nuts and washers installed on cleaned threads.
19.3 If erection is delayed due to incompletion of civil works or other
causes, PEB Steel shall not be responsible for deterioration of
primer paint, or cleaning of manufactured steel.
19.4 If, at the sole discretion of PEB Steel, erection takes place on
footings and beams prior to the pour of the concrete slab, PEB
Steel shall not be responsible for any cleaning of steel columns
or cladding after the pour of the concrete slab.
19.5 PEB Steel may check anchor bolts for position and leveling prior
to the pouring of the concrete foundations. This does not
absolve the customer and/or contractor from his responsibility
for accuracy. Any rework required due to misplacement of
anchor bolts or faulty concrete shall be the responsibility of the
customer.
19.6 PEB Steel shall not be responsible for the repair of damage
caused by others.
19.7 Any necessary repairs shall be undertaken only after the receipt
by PEB Steel of written acceptance, in the form of a change
order, from the customer.
19.8 Any alteration from these standard erection conditions shall be
the subject of variation in the contract price.
19.9 PEB Steel reserves the right to sub-contract part or all of its
erection contract to qualified contractors who will execute the
job professionally and in accordance with PEB Steel's erection
requirements.

20. Materials Shortages

20.1 On contracts where a material consignment is received on site
by anyone other than PEB Steel, the Customer's dated
signature constitute a formal acknowledgment and acceptance
of correct receipt of the consignment for both quality and
quantity.
20.2 It is the Customer's responsibility to check the materials before
signing and dating acceptance on the Material Dispatch Note.
20.3 Claims of shortages shall only be accepted by PEB Steel. If
received in writing within seven (7) days of the date of the
acceptance signature.
20.4 If, after receipt of such claims, PEB Steel Bills of Materials and
Shipping Lists are found to be correct, replacement material shall
be supplied only after receipt of the customer's written
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acceptance of the additional ex-works costs and delivery costs for

such replacement material.
20.5 PEB Steel shall not in any way accept or beliable for any
consequential claims or liabilities alleged to arise directly or
indirectly from losses or shortages.

21. Field - Modifications

21.1 Minor field modifications and adjustments in the supply of
any pre- engineered building are to be anticipated. Such
modest fieldwork does not constitute grounds for backcharge. This fieldwork should be provided for within the
contingency element of any construction estimate.
21.2 Only repairs due to major fabrication errors may be claimed.
Such repair can only be undertaken with the advance
knowledge and consent of PEB Steel.

22. Combined Shipments

In order to quickly service customers requiring urgent material
delivery.
PEB Steel is occasionally obliged to include a small quantity of
material (back-order or urgent material request) consigned to a
customer within a shipment destined to another customer in the
same metropolitan area or territory. All customers are expected to
cooperate with PEB Steel personnel when such material is
subsequently delivered to its actual site. All customers benefit from
this mutual cooperation.

23. Storage
23.1 PEB Steel shall store, free of charge at PEB Steel open stock
yards, any or all materials for a contract for a period not
exceeding 10 days from the scheduled dispatch date.
23.2 Should a customer delay dispatch of goods for a period
exceeding 10 days after the originally scheduled dispatch
date, STORAGE CHARGES shall be levied by PEB, at the rate
of 0.1% of the ex-works selling price (of the unshipped
material) per day.
23.3 PEB Steel will not be held responsible for damage caused to
the exposed steel after it has been stored longer than 10
days. Such damage may include deterioration of the
structure paint coating and discoloration of roof/wall panels.

24. Intellectual Property Rights

24.1 All Drawings, manuals, design calculations and any other
written or oral information provided by PEB shall be
regarded as confidential and shall not be disclosed to third
parties without PEB Steels prior written agreement.
24.2 Intellectual property created or provided for the purpose of
the Contract of Sale or otherwise shall be and remain the
property of its originator be it the Supplier, its Sub-suppliers
or any other third party.
24.3 PEB Steel reserves the right to announce in publications
about this project for Marketing/Documentation purpose

25. Duties, Taxes & Similar Charges:

Value Added Tax (VAT) is the responsibility of and payable by the
Customer
PEB Steel assumes no responsibility whatsoever for VAT. The
Customer shall indemnify PEB Steel against any and all of such
VAT as may be imposed on payment of any nature made by the
Customer to PEB Steel.

26. Property and Risk

26.1 Without prejudice to the provisions of Clause 26.2 below, PEB
Steel hereby reserves the right to claim for title over the
products and the Customers shall not in any way be entitled
to any benefit extracted from such title, until all monies owing
by the Customer on all contracts (supply and / or erection)
have been paid in full.
26.2 PEB Steel reserves the right to take possession of the
materials during and after the delivery of the materials to the
Customer if and during the time the Customer fails to comply
with its obligation to make payment under the contract.
26.3 For all types of contracts, risk in the goods shall pass to the
Customer upon the delivery by PEB Steel of the goods to a

common carrier for shipment to the customer. To avoid any doubt,

the provision by PEB Steel of the extra services such as loading of
goods at the factory, transportation of good from the factory to
jobsite, unloading of goods at jobsite, erection, etc. shall not be
construed so as to make PEB bearing such other risk in the goods
borne by the Seller, than those provided under Commercial Law.
The Customer shall bear all risks of loss of or damage to the
materials from the time they have been delivered to the carrier for
shipment to the Customer. Damage or loss caused to the materials
after they have been delivered to the carrier shall not effect the
obligation to make payment under the contract.

27. Force Majeure

PEB Steel shall not be liable for any loss or damage to Customer
for delay in delivery or non delivery or cancellation of any Order by
PEB due to circumstances beyond PEB Steels control, such as, but
not limited to war, riots, civil commotion, insurrections, revolution,
civil war, the adoption of any new laws, regulations, orders, or
acts of any authority directly or indirectly interfering with or
rendering more burdensome the production or delivery of the
products, floods, fires, weather conditions, factory shutdown or
alterations, embargoes, delays in or shortage of transportation or
inability to obtain labor, power failure and any other circumstances
or event beyond PEB Steels control.

28. Completion and Acceptance

Upon notice by the Builder or Erector to the End Customer of
substantial completion of the work provided in the Contract
Documents, the End Customer shall determine that the work
provided in the Contract Document is satisfactorily completed and
deliver to the Builder or Erector a signed completion certificate
noted as to any items in need of correction or completion. Failure
of the End Customer to deliver such noted completion certificate
within ten days after notice of substantial completion, conclusively
constitutes acceptance of the work as satisfactorily completed and
waiver by the End Customer. If the work provided in the Contract
Document is substantially complete except for minor items noted
on the completion certificate that can not be promptly corrected or
completed due to circumstances beyond the control of the Builder
or Erection, the work provided in the Contract Documents is
deemed complete. In addition, partial or complete occupancy of
the building by the end customer, or by others with permission of
the End Customer, conclusively constitutes acceptance of the work
as satisfactorily completed and waiver by the End Customer.

29. Indemnification for Modifications, Adaptations and

Repair
End Customer agrees and obligates himself to indemnify, hold
harmless, and assume the defense of the Manufacturer, Builder,
Erector, and their employees against any and all actions, claims,
damage, liability, cost and expenses whatsoever in any manner
resulting from or arising out of any modifications, adaptations, or
repairs made to the Metal Building System or work of the Builder
or Erector by employees or agents of End Customer, unless
authorized in writing by the appropriate parties.

30. Consequential Damages

The end customer is not liable for any consequential damages
including that the resulting from late arrival of the Metal Building
System material to the job site or from short, damaged, defective,
incorrect or misfit materials.

31. Changes in Product or Standards

Manufacturer can only make changes in Manufacturers products
and standards with the agreement of end customer.

32.5 Under no circumstances shall PEB Steel be responsible for

consequential damages that are alleged to arise from any
such claim of breach of warranty.
32.6 Where defects are found in the materials, the warranty
provisions shall apply and nothing in these Terms and
Conditions shall be construed so as to affect the Customers
obligation to make payment of any amount due and
payable. The Customer shall be liable to make such
payment as it becomes due and payable without having
recourse to defects of the materials.
32.7 Warranty applies if and only if PEB steel peak sign is
installed. Warranty does not apply if PEB Steel peak sign is
not fixed at its location or removed late

33. Liquidated damages

PEB shall not under any circumstances whatsoever be liable to the
Customer in respect of liquidated damages. No liquidated
damages are provided for herein or in our Contracts.
In case that PEB accepts penalty:
1.

Penalty will be 0.1%/day of the total erection value.

2.

All payments to PEB must be on time. Any delay in payment

will affect the deadline on this penalty.

3.

Grace period of 2 weeks is always allowed for penalty

calculation.

4.

Penalty value must not exceed 5% of contract value.

34. Cancellation of Orders

34.1

34.2

In the event a signed contract is cancelled by a customer,

the customer shall pay to PEB Steel the greater of:

An amount equivalent to the down payment as required

under the contract.

All actual charges incurred by PEB Steel (and its

subcontractors/ suppliers) up to the time of receipt of
notice of cancellation.
Cancellation charges are due immediately upon the
receipt by PEB Steel of notice of customers cancellation.

35. Termination of Contracts

Without limiting any rights that may accrue under the Contracts or
otherwise, and in the case of termination of the Contract for any
reason outside PEB Steels control:
a. All down payments / advance payment deposits become
immediately the property of PEB Steel.
b. PEB Steel shall be entitled to reimbursement commensurate
with the value of work carried out, including a reasonable
amount for profit, and for any costs incurred in relation to the
termination.

36. Dispute Settlement

Any dispute arising between PEB Steel and the Customer which
cannot be settled through negotiation within a reasonable time
from notification of the dispute. Shall, at the option of PEB Steel,
be resolved by the Court of Ho Chi Minh City or the Court of
province / city where the job-site is located.

37. Governing Law

32. Warranty
32.1 PEB Steel warrants materials for one year from the date of
dispatch from PEB Steel Factory. This warranty extends only to
materials manufactured by PEB Steel in that such materials
shall not fail due to defective materials or workmanship, when
utilized in the intended manner.
32.2 PEB Steel warrants that the structure shall support the loads
described in PEB Steel drawings and Contract, if properly
erected as part of a complete structural system designed by
PEB Steel and comprising only of parts made by PEB and the
structure issued for which it was designed.
32.3 No warranties are expressed or implied other than those
described in these Terms and Conditions
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32.4 In the event of breach of warranty, the limit of claim shall

be the correction or replacement of defective materials and
correction of defective workmanship.

These terms and conditions are governed and shall be construed

in accordance with the laws of Vietnam.

38. Paragraph Headings

Paragraph heading are included for convenient reference and
have no bearing on the interpretation of the wording of any
paragraph and do not limit one practice to one heading or
paragraph
No changes in these terms and conditions shall be allowed
unless agreed to, in writing, by the General Director of PEB
Steel.