Agreement & Schedule of Conditions of Nominatep Suppry CONTRACT for use in the Hong Kong Special Administrative Region @ ® = 2005 EDITION55 Contents. Aci oF Rane “Tue Surrey Commacr Gone Conon {HE SUPPLY CONTRACT GENERAL CONDITIONS: Interpretation and dfintons covering ir ‘Segura, masculine anc feninne Nate of reference to clauses ard ree ‘ces, Supply Contact Conctons land Append tobe reed ea whole Giauess vide ino sible tobe read ase whl Detitors “encrs based on Supoly Contact Bil or Soveduies of Quattos and ates Communications tobe i wrting ‘Av communications between the ‘ctl and tre Suppl tobe ‘trough te Contractor Notas of cofaut 0 tomination to be sent by special delivery Pars toot rasa ‘Supper to comply with the [provisions of the Main Contract {hat relat to the Supply Contract ‘supe to comply wth the provisions af the Main Cartract {at eae tothe Supply Conract Suppliers obligations. ‘supa’ cblgations Contractor's instructions ‘Contactors intructons Compliance wth Istctons Documents forming the Supply Contract and other documents “The documents forming the Supply Contract, Copies of doourents for Supper Furter crowing, deals, dacoeptve Sched and sis docu Eectois copie of drawings Return af cravings Desigiment ot warranties 2 18 0 “ 61 62 83 85 on 92 93 aa a8 88 0 104 102 " ra ra 122 134 132 133 Pace “Types, standord and quality of the Goode 6 ‘ype, standard and quay of the Good Sampies Daaty and operon “Toms of Gonds ono he Sit Goods nat mn ascorance wth the ‘Supply Contract, Intollotual property ghts 7 “Teament of royalties Payment of rojates née In valistion ‘Supplies to ghe access to Contractor nd architoct w ‘Suppir to geass” Variations, rovsinl” ‘anties, Provitont ems ‘nd Provisional Sums 1 ecto authority to sue ‘nsructins equting &Yaraion Inatnctors for Por! ‘unntites ang rovsonal Suns ‘tnt of Supply Contact Sun ‘Yraton necesito by faut of Seopler Supply Contract Bus 8 uaty and quantity 3f Goods ‘neuen Supply Contract Sum Enos Supply Contract Bs ‘Supply Contract Sum 20 ‘Adjustment of Supaly Contract Sum Rectiving defects 2 ectiving dteesin the Goods Other igh and erecis [esignment and sub-ttting 21 Supper nt assign he Suroy ora wit cart Storeng ‘Spar to cneto asipernt ‘of Suply Contacto Empioyer14 Commencement and completion ‘ofthe delivery af te Goods 14:1. Placa or delivery 422 Goods tobe devered on tine 423. Postponement o suspension of envery 144. Extension of tine fr delvery ofthe Goode 15 _Failu of Supplier to complete ‘alvery on tine 16:1 Consequences of fala to dlr the Goods en tine 452 Shbsttton of terratve 0 Temporary Goods 16 Certiicatos and payments 1621. Ini Cortestos and irtrin \aations 162 Estimate of amount duet me ‘Supper in an intr Cotfoato 183 Goode of ste 184 Galeuaton of Supply Contract tention 46 tention res 188 Quardty Surveyor to prepare fa ‘court 18:7 Issue a ial Cereate $8 Late paymont 17 Notice of sais tor adtionat a 171. Sapplro give natos afc 172. Sipplor to submit partouare 17 Coostion prada to Supple’ ‘onement to aaauonal payee 10 Surety bond ‘Super 0 obtain quarts ‘fomingurance compan oF bark 49 Benetts under Main Contract ‘Contactor to obtain sighs and bnehts under Main Contact or Suppser £29 Termination of Supply Contract by Contractor 20.1 Detaut by Supple: 202 eowoney of Supper 208 Settomedt ater teraton 204 ter rights and emacs ‘21 Termination of Supply Contract by supplier 21.4 Delau by Contractor 21°2 nsawency of Contractor 243 Settemant ater tminaton BN. Otprnights and emacs 2 8 a 28 24 B52 258 254 2538 287 28 Pace Determination ofthe ‘Contractor's employment under ‘he Main Contact si Suplir’ rights upon detemninstion tf Contactors employment under the Mas Contact ‘Suppl sat oatgod to dalver Goods later determination of Convasta’s fempoyment Notices, cotteates and other ‘communiations a Series of notices, ceticates and ‘ther sommanscatons Rocovery of money du to the Contactor 2 Contractors power to racover damages et, Sottoment of aisputes 2 eleronce to mediation Foferonce 9 waitaton ‘mig of aeiaton ecnitects decor ‘ptrator's powers ‘ha lace of baton elated alsputo bwoon partes to Main Contract Supplir to soninue to process cient Contractor to join withthe ‘Supplier in arbitration proceedings contractor oon th the Suppor In abiration proceedings ‘open 38 ‘Appendix to the Main Contract ‘Conaitons Schedule a Foo of Surety Bond tobe given by the Nominated Suporte Contactor Schedule2 @ Form of Waray tbe given by the Nominate Suppbor tthe Empoyern corlderation of Nomination Index tothe Supply Contract ‘General ConditionsArticles of Agreement This Agreement is made on the ow (the Contractor) and (ne Supper) Whereas the Contractor wishas to have materials, goods, equipment and other things comprising {the Goods) supplied and delivered for use in and to form part of the Works briey described Inthe Aopenai (the Employer) and the Contractor._and whereas the Employer has had Tender Documents comprising: {@) a form of tender (The Form of Tender {b) drawings (te Supply Contract Drawings’ {@ a specication (the Speciation): and {@) bis of quanttie, i 60 provided” showing and daseribing the work tobe cari out prepared by or under the direction of or at the request ofthe Arcitect. + winere bis of quantities are not provided the tenderer shal calculate his own quansties tind sha submit a Schedule of Quantities and Rates as refered to in clause 1.72) setting fut a build up of the Supply Contract Sum, ‘and whereas the Supper has, based on the Tender Documents, made inthe Form of Tender ‘hs calculation ofthe st tha he wil equi fr performing the Supply Contract by pricing the bis of quanties or Schedule of Quantties and Rates, as the case may be. ‘and whoreas ths Architect, as instructed by the Employer, bas nominated the Supplier under ‘uso 29 ofthe Main Contract Condtions to supply and dalver the Goods and the Supplier is to be employed by the Contractor es @ Nominated Supplier. and whereas the Supplies hes given both the Contractor andthe Architect ether {@) ariced copy ofthe bis of quantities (the Supply Contract Bis) o,f bills of quantities ‘2 nat included withthe Tender Documents: {ey a Schedule of Quantities and Fates seting out the build up ofthe Supply Contract Sum, “nad wives tart has given each party one copy ofthe Ailes of Aeement the Appstatx the Suboly Contract Gnctions, the Suply Contract Drawings, the Specieation the Soppy Conrect ils ora Schade of Quariies an Rates, a te case may be, each ‘igi by behalf te partes. and. whereas the Supplier has has the opportunity of inspecting a copy ofthe Main Contract ates and shal be deemed to have full knowledge ofa tho provisions ‘and whneroas the Supple has, i 30 required by the Supply Contract, given a supplier warranty fgreement tothe Employer inthe frm set out inthe Supply Contract Bl or the Speciation eait nos eet out in ether of those documents, b the form sot out in Schedule 2 ofthe SuppIy Contract Goncitons. Now its agroed as follows Article 4 ‘The Seppe il cany out and complete the supply and dalivry ofthe Goods in accordance vith end subject o the Supply Contract ané to the Contractor's and the Ahitects satisfaction for the coneideraton stated in Article 2. aeArticle 2 “The Contractor wil pay to the Suppler the sum of Hong Kong Dollars (1K onsen (the Supaly Gontract Sum), Article 3 ‘The Architect willbe of. ‘Autiole 4 ‘Tho Quantity Surveyor, if appointed by the Employer, wil be of fre Quantity Surveyors appointed, the duos nd responsibltes ofthe Quantity Surveyor setout nthe Suoply Contract Condttons shall b assumed by tho Ahitect and the words the ‘Guantty Sureyorin the Supoly Contract Conaitons shall be deemed tobeseadss the Acttect. Article 5 If acispute arises under orn conection wth the Supply Contracts ates agrae to resolve the dspute in accordance withthe dispute settlement procedures in cause 25.Attestation + SIGNED AND SEALED as a deod / SIGNED by tne Contractor (ous slater forthe Coat) (Sanat ot wines) (rer softly slaty forthe Constr (pam and ccopation of ess) (Sarat fsa forte Spi (Sonata west) (rae and fis Pld by sorta forte Sie) (pam ae cooupatin a was) (company sabe meresod hae exited ta ded by alia compar *eolete 08 applicableThe Supply Contract General Conditions 1. Intorpretation and definitions Governing aw 4.4 The Supply Contract shall be governed by and construed according to the laws forthe time being in free in Hong Kong, ‘Singular, plural, masculine and feminine 4.2 Words in the singular include th plural and vice versa, & inelude the fomiine and the neuter. Mathod of refrence to clauses and Arties = 1.9 Unless stated otherwise, a reference inthe Articles of Agreeriét, the Sunply Contract CConslions ofthe Append to any clause means that clause ofthe Supply Contract ‘Condi and a reference to an Acie means that Article ofthe Articles of Agreement ‘Articles, Supply Contract Conditions and Appondlk to be rest as # whole 14 The Acie of Agrezment, the Supply Contract Conditions an the Appencix are to be reac as. whole. Therefore, uness stated otherwise, each one must be read subject to ‘any relevant qualification of moaitcation in anyother ore. Clauses evided into sub-lauses fo be read asa whole 1.5 Were a clause is divided into sub-clause, the clause is 16'be read as a whole, and ‘each sub-clause shal relat to the others as if there was no vision between ther, DDefintons ae 46 (1). The folowing words and phrases in the Artes of Agreemeni. the Supply Contract Conditions and the Aggandx shall have the meanings civer-below unless the context In which they appear requies otherwise othe Articles, the Sup Coftact Conditions ‘ran tem of entry inthe Appendix provides otherwise: Aopen: the Appendix to the Supply Contract Conaions. ‘Actitect: te parson named as the Arhitactin the Main Contract Conditions and Article 9, of any successor appointed under the Main Gontract Conditions [Aricles or Articles of Agreement the Brticies of Agreement o which the Supply Contract ‘Conditons are annexed. Commencement ate: the date statadin the appendix to te Main Coniract Conditions for the commencement ofthe Works. ot ‘communication: the ging, suming or ssuing of, without linitation, any agreernent, ‘Spp-ova, authorisation, certificate, confirmation, consent, decision, delogation, drection, ‘Ssvent, determination, endorsement, instruction, notice, notification, opinion, request, requlteent or statment ‘Completion Date: the date stated in the appendix to the Main Contract Conditions by ‘which the Works ora Section are to be completed or such ater date tobe fixed uncer use 25 ofthe Main Contract Conditions.ie anti enctions, Interprotation and definitions (Cont) Contract Bits: tha pricad bis of quate refered to nthe recta ofthe Main Contract, articles of agreamont submitted by the Contractor withthe tender or acetied true ‘copy of thos bills of quanites Contractor: the person named as the Contractor inthe Main Contract Conditions and the Articles. day calendar day and includes Sundays and other days which are general hoidays by Vitue ofthe General Holidays Ordinance (Chapter 149, Laws of Hong Kong) Detects Liaity Period: the period stated inthe appendix tothe Main Contract Conditions ‘commencing an the day after the Date of Substantial Completion ofthe Works or ‘Section or the day after the Relevant Date ofa Relevant Part. Detects Rectication Certificate: a cortfcate issued by the Architect fo the elfect that ‘all defects, shrinkages and other faut have been rected in accordance with the Main Contact “Employer the person named as the Employer inthe Min Contract and the Aticies| vith wham the Contractor has entered into the Main Contract, algal Gortlicae: the certificate issued by the Architect under clause 82.8 ofthe Main Form Tender the form of tender refered to inthe second recital ofthe Articles 2s the Tondex Documents, “Goods: the materials, goods, equipment and other things the subject matter ofthe ‘Supply Contract as briefly describedin the Articles, tobe supplied and delivered by the ‘Supplier for incorporation ito the Wore. Hong Kong: the Hong Kong Special Administrative Region. Interim Certoat: & certificate Issued bythe Architect under the Main Contact stating ‘the amaunt of an interim payment due to te Contractor which may include an amount forthe Supper Limit of Supply Contract Retention: the amount stated in the Appendix under the reference to clause 16.4 as thelmit othe amount of retention to beheld bythe Employer ‘on the payment forthe Supplier's supply of the Goods. Main Contract: the Main Contract between the Employer and the Contractor comprising: the arcies of agreement, the appendix, the form of tender submitted by the Contractor, the Employers letter of acceptance ofthe Contractor's tender and any corespondence ‘botuon the Employer and the Contractor forming part of te Mein Contract, the Special ‘Consstona, fan, the Main Contract Cenctons, the contract drewings, the specication ‘and the contract ils or schedules of quantities and rates, 2s the case may be. ‘Main Contract Conalions: the articles of agreement, the concitions and the appendhxInterpretation and definitions (Con's) ‘ofthe ation ofthe Agraoment and Schedule of Conditions of Bulding Contract for uso in the Hong Kong Special Administrative Region which forms par ofthe Main Contract pats: the Contractor and the Supplier. ‘person: an invidual fm, partnership, or body corporate ‘person for whom the Contractor is responsible: the Contadtors servarts dr agents, ‘sub-contractors, supplies, persons empoyed or engaged in éornecton with the Works ‘and persons who may properly be on the Ste upon or in Ganisction with the Works ‘ther than the Supple andthe Employer or any person for wor ether the Supple or ‘the Empioyer is responsible person for whom the Employes responsible: the Employers servants or agents and ‘the persons listed in clause 20.1 ofthe Main Contract Conditions. person for whom the Suppliers responsible the Supplier's Servants or agents or any person employed by the Supple in connection wlth the Supply Contract ‘postpone: to defer the commencement of operations on an activity Provisional item: an itam or part of the Goods identified as provisional inthe Supply Contact Bis tobe provided by the Supp Hinatrctd todo 0 by the Architect ‘under lau 13.2 of the Main Contract Conditions. Provisional Quantities: an estimated quantity of pars of the Goods Identitiod as ‘provisional in the Supply Contract ils, where the actual quantity ould note accurately {determined when the bils of quantities were prepared, to be provided by the Sub- ‘Contactor instructed to do so by the Architect under clause 13.2 ofthe Min Contract Corsstons, Provisional Sum: a sum provided inthe Supply Contract Bis forthe supply of Goods or for costs which could not be entirely foreseen, defined or dstled when the bls of {quantiles were prepared, to be provided or paid by-the Supplieitinstucted bythe. ‘Architect under clause 72.2 of the Maln Contract Conctions to cary out the supply of ‘such goods or incur such costs, ‘Quantty Surveyor: the person named as the Quantity Surveyor inthe Main Contract [and Aticle 4, of any successor appointed under the Main Contract Conditions, ‘Relevant Part the part af the Works or part ofa Section taken possession of by the Employer under caueo 18 ofthe Maln Contact Conctions before Substantial Completion ‘ofthe Works or that Socton ‘Schedule of Quantities and Rates: the schedule of quantities and rates refered to in tho recitals of the Artcis and in clause 1.7(2). prepared by the Supple, salting out the ‘build up of the Supply Contract Sum and submited with his tonder if bils of quaites. ‘are not provided withthe Tender Documents, ora certfed true copy ofthis schedule4. Interpretation and definitions (Cont) ‘Section: @ part ofthe Works for which a ssparate Complation Date is stated inthe “Appendix to the Main Contract Condtione wher the Main Contract provides fr sectional completion ofthe Works. Sito: the land anc other places provided by the Employer fr the purpose of carving ut the Werks. ‘Special Conaltion: a condition of contract expressly referred to as being a Special CConaivon of Supply Contract which adds to or amends the Supply Contract onaitlons ‘nd is annexed tothe Supply Contract Conditions. pci diver: a communication which seth dalvered by courier or sentby registered ost of recorded delivery. “Specification: the specication refered to inthe sacond, sith and eighth rectas ofthe [ticles which describes, without imitation, the types, standards and quality ofthe «a Goods, the packaging, the Inspection procedures, tho testing, the storage of the Goods, and other matters and things relating tothe performance of the Supply Contact. “b> ss sSubatania Compiation: the state-of complation where the Works ora Section have “Been subetantaly compstod tothe Architect's satisfaction andhave passed the required “ys booth ane ota fon eave 71 ofthe Main Contract Contos Substantial Complaion Cotficate: certificate issued by the Architect naming the date Sand coe hohe ‘or Section have reached Substantial Completion. pads ese "Supa Contact the fries ot Aearanthe Append the Frm ec suited ‘by te Suoplier, the Contractor's later of acceptance ofthe Suppers tender and any ‘corespondencs batween the partes forming part ofthe Supply Contact, the Special ‘Conditions, i any the Supply Contract Conditions, the Supply Contract Drawings, the Specification, the Supply Contract Bis © the Schedule of Quantiies and Rates, asthe case may be. ‘Supply Contract Bs: the priced bis of quantities refered ton the rectal ofthe Articles submitted by te Supplier wth his tender, or a certified true copy of those bils of quanties, ‘Supply Contract Conditions: the Coneitons of Agreement and Schedule of Conditions| ‘of Nominated Supply Contract for use in the Hong Kong Special Administrative Region and any Special Conditions. ‘Supply Contract Drawings: the drawings refered to in the second and sixth recitals of the Articles and enumerated as such in the Supply Contract ls or the Specification, ‘Supply Contract Retention: the sum calculated in accordance with clause 16.4 and retained by the Employer from the gross valuation ofthe Goods included in an interim Certicat, i