General Conditions Of Subcontract - Labour Only .

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SECTION 1 – GENERAL CONDITIONS OF SUBCONTRACTSUBCONTRACT NO: .SECTION 1GENERAL CONDITIONS OF SUBCONTRACTFORLABOUR ONLY SUBCONTRACT WORKMalaysia Marine And Heavy Engineering Sdn. Bhd.

SECTION 1 – GENERAL CONDITIONS OF SUBCONTRACTSUBCONTRACT NO: .PAGE iTABLE OF CONTENTS1.GENERAL PROVISIONS . 11.11.21.31.42.ASSIGNMENT . 42.12.23.4.44.54.66.11SUBCONTRACTOR’s General Obligation . 10Representations and Warranties of the SUBCONTRACTOR . 10SUBCONTRACTOR’s Site Representative . 10SUBCONTRACTOR to Satisfy Himself . 11Coordination and Co-operation . 12Setting Out and Markings . 12Unforeseeable Difficulties . 12Sufficiency of SUBCONTRACT PRICE . 12MMHE's Supplied Constructional Plant and Free-Issue Material . 13SUBCONTRACTOR's Supplied Constructional Plant, Temporary Works andServices . 14Quality Assurance . 14PERFORMANCE BOND. 147.17.27.37.47.58.MMHE’s Representative . 8MMHE’s Site Representative . 9Delegated Person . 9Instructions . 9SUBCONTRACTOR'S ADMINISTRATION . 106.16.26.36.46.56.66.76.86.96.107.Obtaining of Permits, Licenses and Authorisations . 5Compliance with Law . 5Bribery and Corruption under the Malaysian Anti-Corruption Commission Act 2009(Act 694) . 6Site Rules and Regulation, and Access to the Site . 6Tax . 7MHB Code of Conduct and Business Ethics (CoBE) . 8MMHE’S ADMINISTRATION . 85.15.25.35.46.Confidential Information . 4LICENCES, PERMITS, LAWS AND REGULATION . 54.14.24.35.Assignment by SUBCONTRACTOR . 4Assignment by MMHE . 4CONFIDENTIALITY . 43.14.Definitions . 1Interpretation . 3Communications . 3Language of the SUBCONTRACT . 3Submission of Performance Bond . 14Validity of Performance Bond . 14Default in Providing Performance Bond . 15Release of the Performance Bond by MMHE . 15Unfulfilled Obligations . 15HEALTH, SAFETY AND ENVIRONMENT (HSE) . 168.18.28.38.48.58.68.78.8Compliance with HSE Requirements. 16HSE Measures . 16HSE Recognition. 17Safety Official and Personnel . 17Environmental Matters . 17Default of SUBCONTRACTOR. 17Right to Stop Work on HSE Ground . 17Right to Withhold Payment on HSE Ground . 18Malaysia Marine And Heavy Engineering Sdn. Bhd.

SECTION 1 – GENERAL CONDITIONS OF SUBCONTRACTSUBCONTRACT NO: .PAGE iiTABLE OF CONTENTS8.99.QUALITY, INSPECTION AND TESTING . 199.19.29.39.49.59.69.79.89.99.1010.Works Programme to be Furnished by SUBCONTRACTOR . 26Modification or Revision to Works Programme . 27Methods of Working . 27Modification or Revision to Method of Working . 28Expediting Progress of WORK . 28Tests on Completion . 29GUARANTEE AND DEFECTS LIABILITY . s and Adjustments . 25Submission of Claims . 26WORKS PROGRAMME AND METHOD OF WORKING . 2614.114.214.314.414.514.615.Liquidated Damages for Delay in Completion . 24Duty to Mitigate the Delay . 24Extension of Time for Completion. 25CHANGE IN THE WORKS . 2513.113.214.Date of Commencement . 23Completion Date and Certificate of Completion . 23Completion of Outstanding WORK and Punchlist Items . 23DELAYS AND DELAY DAMAGES . 2412.112.212.313.Engagement of Labour . 21Poaching of Workers . 21Employment Matters Relating to SUBCONTRACTOR's Personnel . 21Workmen and Labour Behaviour, Medical and Health . 22Security . 22SUBCONTRACTOR’s Superintendence . 22Removal of Workmen and Other Personnel . 22COMMENCEMENT OF WORKS AND DATE FOR COMPLETION . 2311.111.211.312.Quality Assurance and Quality Control . 19Right to Witness, Inspect and Test . 19Right to Require SUBCONTRACTOR to Inspect and Test . 19Cover up of WORK . 19Stop Works for Investigation . 19Consequences and Cost of Investigation . 20MMHE's right to reject WORK . 20SUBCONTRACTOR Responsible for Cost of Uncovering, Testing, Inspection,Repair, etc. . 20Continuing obligation . 20SUBCONTRACTOR to Rectify Damage . 21STAFF AND LABOUR. 2110.110.210.310.410.510.610.711.Consequence Management for HSE Non-Compliance . 18General . 30Guarantee Period. 30Notification Upon Defect . 30Additional Inspection . 30Rectification . 31Consequence of Non-Compliance . 31MMHE's Right to Repair or Rectify . 31Effect of Rectification or Repair by MMHE . 31Guarantee Bond. 32PAYMENTS . 3216.1Timing and Method of Payment . 32Malaysia Marine And Heavy Engineering Sdn. Bhd.

SECTION 1 – GENERAL CONDITIONS OF SUBCONTRACTSUBCONTRACT NO: .PAGE iiiTABLE OF CONTENTS16.216.317.Invoicing . 32Direct Payment to Suppliers or Employees . 33SUSPENSION . 3317.117.217.317.417.517.6MMHE's Right to Suspend . 33Suspension for Default . 34Suspension for Non-Default. 34Continuing Obligations and Rights . 35Resumption . 35Suspension Over 90 Days . 3518.DEFAULT OF THE SUBCONTRACTOR . 3519.DISCONTINUANCE AND TERMINATION. 3619.119.219.319.419.519.620.RISK AND RESPONSIBILITY . 3820.120.220.320.420.521.Governing Law . 43Arbitration . 43AUDIT . 4424.124.224.324.425.Non-Liability, Payment and Price. 42Definition of Force Majeure . 42Procedure on Force Majeure . 43GOVERNING LAW AND DISPUTE RESOLUTION . 4323.123.224.SUBCONTRACTOR's Duty to Insure . 39SUBCONTRACTOR Responsibility for Deductibles, etc . 40Non-Compliance with Insurance Terms. 40Co-insured, Waiver of Subrogation and Cross Liability . 40Claims Handling . 40Certificate of Insurance . 40Failure to Insure . 41Construction All Risks (C.A.R.) Insurance arranged by the Client . 41General Liability Insurance . 41Workmen's Compensation and/or Employer's Liability Insurance . 42FORCE MAJEURE . 4222.122.222.323.Liability for MMHE Property and Personnel . 38Liability of SUBCONTRACTOR Property and Personnel . 38Consequential Damages . 38Intellectual and Industrial Property Rights . 38Computer Software . 39INSURANCE . ination . 36Discontinuance . 36Consequences of Notice . 36Payments in the Event of Discontinuance or Termination for Default . 37Payments in the Event of Discontinuance or Termination for Non-Default . 37SUBCONTRACTOR's Continuing Obligations . 37Scope of Audit. 44Retention of Records . 44Inspection and Reproduction of Records . 44Claims for Omissions, Corrections or Errors . 44MISCELLANEOUS PROVISIONS . 4525.125.225.3Entire Contract . 45Waiver . 45Severability . 45Malaysia Marine And Heavy Engineering Sdn. Bhd.

SECTION 1 – GENERAL CONDITIONS OF SUBCONTRACTSUBCONTRACT NO: .PAGE ivTABLE OF CONTENTSAPPENDIX 1 – SUMMARY OF SUBCONTRACT . 1APPENDIX 2 - PERFORMANCE BOND FORM . 1APPENDIX 3 - CERTIFICATE OF COMPLETION . 1APPENDIX 4 - SUBCONTRACT CLOSURE CERTIFICATE. 1APPENDIX 5 – MHB CODE OF CONDUCT AND BUSINESS ETHICS (COBE) . 1Malaysia Marine And Heavy Engineering Sdn. Bhd.

SECTION 1 – GENERAL CONDITIONS OF SUBCONTRACTSUBCONTRACT NO: .PAGE 1 OF 451.GENERAL PROVISIONS1.1DefinitionsIn this SUBCONTRACT (as hereinafter defined) the following words andexpressions shall have the meaning hereby assigned to them except where thecontext otherwise requires: "Affiliates" or “Affiliated Company” means(a)(b)a company which is:(i)the holding company of another corporation,(ii) a subsidiary of another corporation, or(iii) a subsidiary of the holding company of another corporation.For the purposes of (ii) and (iii) in Sub-Clause (a), a company shall bedeemed to be a subsidiary of another company, if that other company:(i)controls the composition of the board of directors of the firstmentioned company,(ii) controls more than half of the voting power of the first mentionedcompany, or(iii) holds more than half of the issued share capital of the firstmentioned company (excluding any part thereof which consists ofpreference shares); or(iv) the first mentioned company is a subsidiary of any company whichis that other company’s subsidiary. “Certificate of Completion” means a certificate issued by MMHE pursuantto Sub-Clause 11.2:[Completion Date and Certificate of Completion]. A blankcopy of the approved form is included as Appendix 3:[Certificate ofCompletion] herein. “Client” means the organization named in Appendix 1:[Summary ofSUBCONTRACT], to whom MMHE shall deliver the completed WORK. “Client Group” means the Client and its affiliates, its co-venturers and its andtheir respective directors, officers and employees (including agencypersonnel). “Constructional Plant” shall mean all equipment, tools, appliances or thingsof whatsoever nature required in or about the execution, completion ormaintenance of the WORK or Temporary Works bu

Appendix 4:[Subcontract Closure Certificate] herein. “SUBCONTRACT PRICE” means the sum specified in the SUBCONTRACT, as may be adjusted pursuant to the provisions of the SUBCONTRACT, to be paid to the SUBCONTRACTOR by MMHE in accordance with the provisions of the SUBCONTRACT

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