Part I-General Terms and Conditions (GTC) - HGU

KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
SUBCO ONTRACT NO
O. : HGU-
PART I
GENERAL TERMS
T S AND C
CONDIT
TIONS OF
O SUB
BCONT
TRACT
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
TABLE
E OF CON
NTENTS
1. DEFINT
TIONS
1.1 Definittions
1.2 Docum
ments Mutuallyy Explanatory
1.3 Interprretive Provisio

ons
1.4 Third P
Party Rights
1.5 Severa
ance
2. EXTEN
NT OF SUBC
CONTRACT
2.1 Extentt of Subcontra

act
2.2 Projecct Execution Procedures

P
2.3 Setting
g Out
3. CONTRA
ACTOR & SU
UBCONTRACT
TOR REPRES
SENTATIVES
3.1 The C
Contractor Rep
presentatives
3.2 The Subcontractor Representativ

R ve
4. ASSIGN
NMENT AND
D SUB-LETT
TING
4.1 Assign
nment
4.2 Assign
nment by Subcontractor with Consent
4.3 Sub-le
etting
4.4 Approval of Supplie

ers
4.5 Acquirred Rights/Titles
5. MAIN C
CONTRACT
5.1 Appliccation of Main Contract
5.2 Subco
ontractor’s Asssumption
5.3 The Priority between Subcontractt and Main Co

ontract
5.4 Prolonged / Extend

ded Main Conttract
6. GENER
RAL OBLIGA
ATIONS
6.1 Subco
ontractor’s General Obligatio
ons and Resp
ponsibilities
6.2 Capab
bility and Indep
pendence of Subcontractor
S r
6.3 Securing of License

es
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eneral Terms and Condition
ns of Subcontrract Page
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OAL FIREDPO
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6.4 Inspecction of Site
6.5 Existin
ng Utility Serviices Above & Below Ground
d or Artificial Obstructions
O
6.6 Workss to be Satisfaction of Contractor and Em ployer
6.7 Progra
amme / Sched
dule
6.8 Subco
ontractor’s Sup
perintendence
e
6.9 Protecction of Site
6.10 Care o
of the Works
6.11 Indem
mnification and Total Liability
y
6.12 Appliccation to Guara

antee Period
6.13 ontractor’s Insurance Obliga

Subco ations
6.14 Remedy on Subcon

ntractor’s Failu
ure to Insure
6.15 Payme
ent of Taxes, Dues,
D Fees orr Impost
6.16 Compliance with Sta

atutes, Regula
ations
6.17 Fossilss
6.18 Title to
o and Use of Materials
M Foun
nd
6.19 Emplo
oyer’s Existing
g Property
6.20 Patentt Indemnity an

nd Royalty
6.21 Interfe
erence
6.22 Keep S
Site Clean
6.23 Reporrts
7. SUBCO
ONTRACTOR
R’S PERSONNEL AT SIT
TE
7.1 Engag
gement of Personnel & Labo
or
7.2 Transffer of Personn

nel
7.3 ports, Permits and the like

Passp
7.4 Site R
Regulations
7.5 Festivvals and Religious Customs
7.6 Epidem
mics
7.7 Disord
derly Conduct
7.8 Industtrial Relations
7.9 Prohib
bited and illega
al Drugs
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OAL FIREDPO
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7.10 Arms a
and Ammunition
7.11 Labor Laws
7.12 Recorrds of Subconttractor’s Perso

onnel & Consttruction Equipment
8. SUBCO
OTNRACT PRICE
P AND TERMS
T OF P
PAYMENT
8.1 Subco
ontract Price
8.2 Daywo
ork
8.3 No Cla
aims
8.4 Termss of Payment
8.5 Non P
Payment by the
e Employer
9. BOND (BANK GUA

ARANTEES))
9.1 Advan
nce Payment Bond
B
9.2 Perforrmance Bond
10. INSPEC
CTION & TE
ESTING
10.1 Qualityy of Materials, Workmanship and Tests
10.2 Cost o
of Tests
10.3 Inspecction and Testing
10.4 Accesss to the Work or Site
10.5 Examiination of Worrk Before Cove

ering Up
10.6 Removal of Imprope

er Work and Materials
M
11. PROGE
ESS
11.1 Rate o
of Progress
11.2 Mitigation
11.3 Delay of Drawings or

o Documents
11.4 ption or Delay of Progress

Disrup
11.5 Extenssion of Time
12. OWNER
RSHIP AND TITLE
12.1 Title to
o the Works
12.2 Title to
o Construction
n Equipment
12.3 Ownership of Drawiings & Docum

ments
12.4 Liens and Claims
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OAL FIREDPO
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12.5 Liens and Claims Release

R
13. CONST
TRUCTION EQUIPMENT
E T, TEMPORA
ARY WORK AND MATER
RIALS
13.1 Construction Equipm

ment; Exclusiv
ve Use for the
e Works
13.2 Importting of Constru

uction Equipm
ment & Materia
als
13.3 Customs Clearance

e
13.4 Repair/Replacemen
nt and Provisio
on of Construcction Equipme
ent
13.5 Removal of Constru

uction Equipment
14. TIME F
FOR COMPL
LETION
14.1 Time ffor Completion

n
14.2 Liquidated Damage

es for Delay
15. WORK COMPLETION AND FIN

NAL ACCEP
PTANCE
15.1 Work C
Completion
15.2 Final A
Acceptance
16. COMMISSIONING
ANTEE OF THE
17. GUARA T WORKS
S
17.1 Guara
antee
17.2 Guara
antee Periods
17.3 Subco
ontractor’s Failure to Fulfill Guarantee
G Ob
bligations
18. VARIAT
TION IN THE
E WORKS
18.1 Right tto Vary
18.2 Variatiion Order
19. SUSPE
ENSION OF WORK
W
20. REMED
DIES AND POWERS
20.1 Urgen
nt Repairs
20.2 Reme
edies
21. TERMIN
NAION BY SUBCONTRA
S ACTOR’ FO R DEFAULT
T
21.1 Termin
nation for Sub
bcontractor’s Default
D
21.2 Contin
nuing Obligatio
ons of Subcon
ntractor
21.3 Valuattion at Date off Termination
21.4 Payme
ent after Term
mination
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22. TERMIN
NATION FOR CONVENIIENCE
22.1 Right tto Terminate for

f Convenience
22.2 Payme
ent after Term
mination
22.3 The R
Right of Subcon
ntractor upon Termination fo
or Contractor’s Convenience
22.4 Other Settlement affter Terminatio

on
23. FORCE
E MAJEURE
E
23.1 Definittion
23.2 Effect
23.3 Mitigation
23.4 Relate
ed Extension of
o Time
23.5 Not a Waiver
23.6 Prolon
nged Force Ma
ajeure
23.7 Link w
with the Main Contract
C
24. CO-OP
PERATING & INTERFACING WITH O
OTHERS
25. TIME L
LIMITATION FOR
F SUBCO
ONTRACTO
OR CLAIMS
26. LANGU
UAGE AND GOVERNING
G G LAW
27. SETTLEMENT OF DISPUTES
ANY ACCES
28. COMPA SS TO AND USE
U OF THE
E WORKS
28.1 Accesss to the Workss
28.2 Emplo
oyer Presence
e in Subcontractor’s Offices or Manufacturer Establishm
ments
28.3 Emplo
oyer/ Contracto
or Use of Insta
alled Equipme
ent before Work Completion
n
29. AS-BUILT DRAWIN

NGS, DOCUM
MENTS & R
RECORDS
NTION OF DO
30. RETEN OCUMENTS
S
31. CONFID
DENTIALITY
Y
32. MISCELLANEOUS
S
32.1 Surplu
us Materials
32.2 Contra
actor’s, Emplo
oyer’s and Sub
bcontractor’s IInterests
32.3 Accou
unting and Aud
diting
32.4 Waive
er
32.5 Contra
actor Materialss & Equipmen
nt Issued to Su
ubcontractor
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K CO
OAL FIREDPO
OWER PLANT
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32.6 Preservation of Equ

uipment & Exp
port Packing
32.7 Groun
nd Water & Airr Pollution
32.8 Bribess
32.9 Comm
munications
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K CO
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1. DEFINIITIO
ONS
1.1. Definitio
ons
(1) “Affiliaate” means when

w used with
h respect to an
ny person, another person that
t
(a) con ntrols that persson; or
(b) is ccontrolled by that person; orr
(c) is u
under common n control with that
t person
(2) “Appliicable Laws”” means all law

ws, ordinancess, rules, regulaations, by-lawss, decrees, ordders and the like, whether of
o
govern
nmental or oth
her authority or agency havin ng jurisdiction
n over the Partties, Work, Eqquipment Pack kage(s), Shop
and Sites and which
h are or may become
b appliccable.
(3) “Apprroval” or “App

proved” mean
ns approval in
n writing by Co
ontractor or/an
nd Company aauthorized signatories.
(4) “Variaation Order” means

m any appproved changge to the Work
ks that is instru
ucted by Conttractor to Subc
contractor in
writing
g and identified
d accordingly pursuant to G
GTC.
(5) “Certifficate of Worrk Completion

n” means the certificate issued by the Co
ontractor in acccordance with
h Article 15.1
(6) “Certifficate of Fina

al Acceptance
e” means the certificate issued by the Co
ontractor in acc
ccordance with
h Article 15.2.
(7) “Coun
ntry” means the
t country within which the
e Site is locate
ed and where the
t permanennt Works are to
o be executed
d.
(8) “Effec
ctive Date” means
m either th
he date indica ted in the Lettter of Award or alternativelyy if no date, the
en the date off
the Su
ubcontract Agrreement or as may otherwisse be advised by Contractorr.
(9) “Facilities” or “Installation” means the facilitiies to be constructed at the Site by the Coontractor for th
he Company of
o
which the Subcontra act Works form
ms part.
(10)
( “GTC”” means the general
g terms and conditionss of this Subcontract.
(11)
( “Gove
erning Law” means
m any law
ws specified in
n the Subcontrract Agreemen
nt, which shal l govern and interpret this
Subcontract
(12)
( “Guarrantee Period d” means the period
p comme
encing on the date
d of Certific
cate of Work C
Completion an
nd expiring on
the datte of Certificatte of Final Acc
ceptance.
(13)
( “Latennt Defect” me
eans defects which
w a reason
nable examinaation by the Contractor and//or the Employ
yer prior to
issuan
nce of the Certtificate of Fina
al Acceptance would not hav
ve disclosed and
a has any onne or more of the following
feature
es:
(a) it preve
ents or will pre
event the operration or has o
or will have a material
m adverrse effect on thhe operation or
o performance
e
of the W
Works or the affected
a part of
o the Works; or
(b) it has o
or will result in a life for the Works
W or the afffected part off the Works wh
hich is less thaan the design life required fo
or
the Wo orks or the rele evant part the ereof in the Coontractor’s and d/ or the Emplo
oyer’s require ments
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K CO
OAL FIREDPO
OWER PLANT
PROJECT
(14)
( “Laten
nt Defect Period” means the period set fo
orth in Article 17.2.
(15)
( “Main Contract” means the Conttract agreed b
between the Company
C and the
t Contractorr for the Project specified in
n
the pre
eamble of the Subcontract Agreement
A
(16)
( “Main Works” mea
ans the works as defined by the Main Con
ntract for the Project.
P
(17)
( “Materials & Equip
pment” means
s things of all kkinds supplied
d by Subcontractor and inteended to form part of the
Perma
anent Works.
(18)
( “Miles
stone” meanss any agreed in
ntermediate ke
ey achievement date shown on the Scheddule for the Wo
orks that reflecct
the Pro
oject prioritiess.
(19)
( “Party
y or Parties” means
m the Contractor or/and
d Subcontracttor as the case
e may be as thhe Parties to th
he Subcontracct
Agreem
ment.
(20)
( “PTC”” means the particular terms
s and conditio
ons of this Sub
bcontract as se
et out in Part III.
(21)
( “Perfoormance Bon nd” means thee bank guaran tee obtained byb Subcontracctor from a firsst class bank, at
Subcontractor’s cost as performan
nce security fo
or proper perfo
ormance of all the Subcontrract Works as set out in
Article 9.2.
(22)
( “Perm
manent Works
s” means the permanent wo
orks to be des
signed and exe
ecuted under tthe Main Contract.
(23)
( “Proje
ect” means the project spec
cified in the prreamble of the
e Subcontract Agreement.
(24)
( “Proviisional Subcoontract Price”, “Subcontra
act Price” and “Final Subc
contract Pricce” means the
e sums named
d
in Subcontract Agreement and GT TC.
(25)
( “Sche
edule” means the agreed Schedule for exxecuting the Works,
W as inclu
uded within thee Subcontractt Documents.
(26)
( “Site” means the arreas on, under, in or throughh which the Subcontract Wo orks designedd by the Contra actor are to be
e
executted, and any other
o land and place provideed by Employe er or the Contractor, for worrking space orr any other
purposse as may be specifically de
esignated in th
he Subcontrac ct as forming part
p of the Sitee.
(27)
( “Subc contract” meaans this Subco ontract Agreem
ment entered into between the t Contractorr and the Subcontractor,
together with the Subcontract Doc cuments referrred to therein; they shall con
nstitute the subbcontract for the
t Project and
d
the terrm “Subcontra
act” shall in all such documeents be constru ued according gly.
(28)
( “Subc
contract Docu
uments” means the docum
ments listed in Article
A 2.
(29)
( “Subc
contract Work
ks” or the “Works” means both the Perm
manent Works
s and Temporaary Works.
(30)
( “Subccontractor” means
m the com
mpany named under this Subcontract who o is contractedd to undertake and complete
e
the Su
ubcontract Works and includ
des its sub-con
ntractors, sub--suppliers and
d sub-vendorss.
(31)
( “Subc
contractor’s Equipment”
E or
o “Constructtion Equipme ent” means all Subcontractoor’s facilities, vehicles,
v
machin
nery, tools, ap
pparatus, appliances or thing
gs of every kin
nd required in or for construuction and com
mpletion of the
e
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OAL FIREDPO
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Workss and which arre to be provided by the Sub

bcontractor, buut does not inc
clude in this m
meaning Materrials &
Equipm
ment or other things intendeed to form partt of the Perma
anent Works.
(32)
( “Tempporary Works s” means all te
emporary worrks, facilities or materials of every kind reqquired for the execution and
d
comple
etion of the Su
ubcontract Woorks and the re
emedying of anya defects.
(33)
( “Time e for Completion” means th he time from EEffective Date until the time for completingg the Works pursuant
p to
Article 14, or as mayy be extended, including the
e successful pa
assing of all te
ests on compleetion, as furthe
er described in
n
this Aggreement.
(34)
( “Work k Completion” and “Final Acceptance”
A of the Works shall have the
e general meannings as assig
gned to them in
n
this Su
ubcontract and
d as more spe
ecifically detailled in the Scope of Work.
1.2 Docume
ents Mutually
y Explanatory
y
Subject to tthe document priority set ouut in the Subco ontract Agreemment, the docu uments forminng the Subcon ntract are to be
e
taken as m mutually explaanatory of onee another, butt in the eventt that Subcon ntractor discovvers any erroors, omissionss,
ambiguitiess, inconsistencies or discrepancies in tthe Subcontract, the Subcontractor shhall immediate ely inform the e
Contractor in writing so o that the sam
me may be cclarified by th he Contractorr. The Contraactor’s interprretation and/o or
clarification shall be final. Any Subcontract Work afffected by such h discoveries, which is perfoormed by the Subcontracto or
subsequentt to discovery but prior to claarification by tthe Contractorr, shall be at the Subcontracctor’s risk and
d expense.
1.3 Interpretive Provisions
(a) The misplacement, addition

a or om
mission of a wo
ord or charactter shall not ch
hange the inteent of any part of the
Subcontract from tha
at set forth by
y the Subcontrract as a whole
e.
(b) Wordss importing the

e singular only
y also include tthe plural and vice versa wh
here the conteext requires.
(c) The he
eadings in these conditions are inserted ssolely for conv venience and shall
s not be deeemed to be part
p of or be
taken iinto considera
ation in the inte
erpretation or construction of
o the Subcontract.
(d) Refere
ence to “day,” “week,” or “month” means a calendar day
y, week, montth under the G
Gregorian cale
endar.
(e) Refere
ences to “Anneex,” “Exhibits,”” and “Schedu ules” are to An
nnex, Sections
s, Exhibits andd Schedules of
o this
Subcontract, unless otherwise spe ecifically proviided.
(f) The wo
ords “including
g,” “includes,” and “include”” are deemed to be followed
d by the wordss “without limittation.”
(g) “Requiire,” “request,”” “submit,” “an

nswer,” “notify,,” “instruct,” “s
state,” inform,” “agree,” “ordeer,” “notice” is deemed to be
e
comple
eted by the exxpression “in writing.”
w
(h) Refereences to an aggreement, dee ed, instrument , license, code

e or other document (includding this Agree
ement), or to a
provisiion contained in any of thes
se, must be co
onstrued as a reference to itt as it may havve been amen nded, varied,
supple
emented, modified, suspend ded or novatedd then at the time.
(i) The wo
ords “written” or “in writing” means hand-w
written, type-w
written, printed
d or electronicaally made, and
d resulting in a
permanent record.
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eneral Terms and
a Condition
ns of Subcontrract Pa
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(j) No app proval or comm ment by or on behalf of Conttractor pursuant to this Agreement or otheerwise in conne ection with anyy
part off the Work carrried out prior to
t or after the date of this Agreement
A sha
all discharge, rrelease or dim
minish any
obligattion and/or liab
bility of Subco
ontractor undeer this Agreement.
(k) Save tto the extent any

a provision of
o the Subconttract Agreeme ent provides ottherwise, the llanguage whic ch governs the
e
interprretation of this Subcontract is the English language andd all notices to
o be given by aany Party and all other
commu unications and d documentatiion which are in any way reelevant to this Agreement
A orr the performance or
termination of this Subcontract,
S in
ncluding any d ispute resolution proceedings, shall be inn the English la
anguage.
(l) The Pa
arties have ha
ad the opportunity of obtaini ng legal advic
ce and, accord
dingly, no provvision containe
ed herein is to
o
be con
nstrued contra
a proferentem.
1.4 Third Pa
arty Rights
No one oth
her than a partty to this Subc
contract shall h
have any rightt to enforce an
ny of these terrms.
1.5 Severan
nce
If any provision of this Subcontract

S is or becomes invalid, illegall or unenforce eable, it shall be deemed modified
m to the
e
minimum e extent necessa ary to make iti valid, legal and enforcea able. If such modification
m iss not possible
e, the relevan
nt
provision shhall be deeme ed deleted. Anny modification n to or deletion
n of a provision or part-provvision under th
his clause shall
not affect th
he validity and
d enforceability
y of the rest off this Subconttract.
If [one Partty gives noticce to the othe er of the posssibility that] any
a provision of this Subccontract is inv valid, illegal or
o
unenforcea able, the Partie
es shall negotiiate in good fa
aith to amend such provision so that it is llegal, valid and enforceable e,
and, to the greatest extennt possible, ac
chieves the inttended commercial result of the original pprovision.
2. EXTENT O
OF SUBCONT
TRACT
2.1 Extent o
of Subcontrac
ct
Unless it iss otherwise exxpressly proviided in this S

Subcontract, thhe extent of the Subcontraact comprises of, but is nott
necessarilyy limited to, th
he supply of Manpower
M and
d Construction Equipment resources inccluding mainte enance of thee
works, provvisions and a stock of spa are parts and consumables s, procuremennt of necessaary Materials & Equipment,
performing the Temporary Works, con nducting Subccontractor's owwn engineerinng for its draw wings for its Scope
S of Workk
obligations,, following Contractor's
C in
nstructions, cchecking the operability ofo the Workss (as applica able), Qualityy
Assurance//Quality Contrrol (QA/QC), Inspection a nd Testing re esources, ma aking good anny deficiencie es during thee
constructionn period, Com mmissioning for
f the successsful completion of the Facilities and itss operation as a well as the e
provision off whatever is necessary,
n whether of a temmporary or permmanent naturee, to permit thee successful coompletion andd
maintenancce of the Workk so far as the necessity forr providing the
e same is speccified in or is reeasonably infe
erred from the
e
Subcontracct Documents.
The Subcoontract Works are those se

et out and desscribed in Sco
ope of Subco
ontract Work, technical spe
ecification and
d
drawing.
Anything sh hown in the sp

pecification and not shown o on the drawing
gs, or shown on
o the drawinggs and not me entioned in the
e
specification shall be of like
l effect as if shown or me
entioned in bo
oth. Any and all
a matters nott specifically set
s forth in thee
Subcontra
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PART I. Ge
eneral Terms and
a Condition
age 11 of 62
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drawings annd specificatio

on and/or any inconsistenciies between th he drawings anda specificatiions shall be brought
b to the
e
immediate a
attention of Coontractor who shall make a d determination in writing. Any
y adjustment bby the Subconttractor withoutt
such a dete
ermination sha all be at his ow
wn risk and exxpense
The Subco ontractor shall also be resp ponsible to p rovide accuraate As-built drawings[and oother docume ents and data a
associated with the Worrks as constru ucted in both hard and ele ectronic formats in the nummbers of copie es advised byy
Contractor, as well as Op
peration & Maintenance (O& &M) manuals fo or Equipment provided by suub-suppliers or o sub-vendorss
or otherwise parts and component
c ins
struction and rreference man nuals and the like, as appliicable, in suffiicient detail to
o
ers to operate, adjust, mainta
permit othe ain, dismantle
e and repair su
uch Equipmen nt.
The Subcon ntractor may also

a be requireed to provide a number of spare parts and
d componentss for Equipmen
nt provided byy
it or its sub--supplier/vend
dors for incorporation in the permanent Works.
W
The Works shall not be considered substantially coomplete until inter alia Subbcontractor haas provided alll the requisite
e
accompanyying Drawingss, Documents, Manuals, insstructions, elecctronic files and the likes aas well as any
y spare parts /
components that the Sub
bcontract oblig
gates and that Contractor orr/and Employe er may reasonnably require.
2.2 Project Execution Prrocedures
The Subcontractor shall be responsible for the adeequacy, stabilitty and safety of all Site opeerations and all
a methods off
construction
n associated with
w the Subco ontract Workss and shall ensure constant control of thee Subcontract Works for the
e
purpose of achieving the safe and time
ely completion
n and satisfacttory operation of the Works on Schedule. Control of the
e
Works shall be achieve ed with, amon ngst other thinngs, the assiistance of up-to-date projeect management tools and d
techniques together with observance of
o approved Prrocedures app plicable to the Works.
en (15) days of
Within fiftee o the Effective
e Date, the Suubcontractor shall
s submit to Contractor itss detailed Projject Execution
n
Proceduress for the Workks. Such Proc cedures shall be in line with
h guidelines given
g in the S ubcontract Do ocuments and d
additionallyy those guidelin
nes issued by Employer to CContractor deeemed applicabble to Subcontrractor for its observance. All
the Subcon ntractor's Proce
edures shall be
b subject to C
Contractor's re
eview and apprroval, includin g those Proce edures revisedd
or updated as required. Any of the approved
a Proccedures may be revised as s required forr the Works and a additional
proceduress may be deve eloped and intrroduced as the
e Works or/annd the Project necessitates.
Contractor'ss approval of Subcontractor's Proceduress and any rev visions thereoff or additions thereto shall not
n relieve the
e
Subcontracctor of its respo
onsibilities und
der the Subco
ontract, neither shall it cost additional
a exppense from Co
ontractor.
2.3 Setting Out
Subcontracctor shall be reesponsible for the

t true and pproper setting out
o of the Worrks in relation tto the referenc
ce points, liness
and levels sspecified in the plans, draw
wings and Speccifications, and for the accu
uracy of the poositions. Levels, dimensionss
and alignm
ment of all parrts of the Wo ork and for th
he provision of
o all necessa ary instrumentts, appliances s and labor in n
connection therewith.
The checkin ng of any setting out or lines

s and levels byy Contractor shall not relieve
e Subcontractoor of its responsibility for the
e
accuracy thhereof. Subco ontractor shall protect and preserve ben nchmarks, sight rails and ppegs used in setting out ass
required forr its Works and
d additionally shall
s not movee or interfere with
w reference or triangulatioon points, boun ndary marks or
monumentss used by Emp ployer and oth hers.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 12 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
3. CONTRAC
CTOR & SUBCONTRACTO
OR REPRESE
ENTATIVES
3.1 The Con

ntractor Reprresentative
The personn(s) named in n PTC or such substitutes as the Contrractor may fro om time to tim me and upon notice to the e
Subcontracctor appoint, sh
hall act as the Representativve of the Contrractor and sha
all possess fulll authority to act on behalf off
Contractor.
actor's Repres
The duties of the Contra sentative inclu de the watchiing and superrvision of the SSubcontract Works
W and the e
testing andd examination
n of any Mate erials & Equip pment involve ed or workma anship employyed in connection with the e
Subcontracct Work, and the issuing of o drawings, instructions, directions, co onsents and aapprovals, Ce ertificates and d
determinations and otherr communications under the e Subcontract. The Contracttor Representaative shall havve no authorityy
to relieve th
he Subcontracctor of any of his duties or obligations un
nder the Subccontract or, exxcept as expreessly provided d
hereunder, to order any works
w causing
g delay or extrra payment by y the Contracto
or, nor to makke any variatio
on of, or, in the
e
Subcontracct Works
Any written instructions, directions,

d con
nsents or apprrovals given by
b the Contrac ctor's Represeentative to the Subcontractor
ntractually bind
shall be con ding on the Suubcontractor, p
provided alwaays that any failure of the Coontractor's Rep
presentative to
o
disapprove any Work, Materials & Equipment sh hall not preju
udice the pow wer of the C Contractor's Representative
R e
subsequenttly to disapprrove such Work, Materialss & Equipme ent and to ord der their makking good, re emoval or/and d
replacemen nt.
.3.2 The Sub

bcontractor Representativ
R ve
The person n(s) named in PTC or such substitute(s) as the Subcontractor may from time to ttime and uponn notice to the
e
Contractor appoint durinng periods of absence for vacation or business
b relatted to the Suubcontract, shall act as the
e
Subcontracctor's Represeentative(s). The Subcontraactor shall ob
btain the appproval of Conntractor in reespect of anyy
substitutes proposed by Subcontractor
S r.
The Subcontractor's Rep presentative shall

s be dedicaated to the Su
ubcontract Wo orks, shall be constantly on
n the Site and
d
esponsible forr the Subconttractor's supe
shall be re erintendence of
o the entire Subcontract W Works. The whole
w time off
Subcontracctor's Represe
entative shall be
b given to dire
ecting Subconntractor's perfo
ormance of thee Subcontractt.
The Subcoontractor's Reppresentative shall

s receive on behalf of the Subcontractor, noticess and instructtions from the e
Contractor and shall pla
an, direct, control and mo onitor the fulfilling of every
y obligation foor proper exeecution of thee
Subcontracct Works and produce,
p on Coontractor's req
quest, reports in respect of any
a matters rellating to the ex
xecution of the
e
Subcontracct works.
The Subcon ntractor Repreesentative (an

nd any approve ed substitute) shall be a pro
ofessional Enggineer and shall be fluent in n
spoken andd written Englissh. The Contra
actor may req uest submission of CV’s from subcontracctor’s represen ntative and site
e
personnel to
o ensure propper execution of
o subcontractt works. The Contractor
C here
eby reserves iits right to rem
move and expe el
any subconntractor repressentative and or
o site person nel who are in
ncompetent an nd not qualifieed to handle thhe subcontracct
works.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 13 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
4. ASSIGNM
MENT AND SU
UB-CONTRAC
CTING
4.1 Assignm
ment
The Subcon ntractor shall not

n assign the whole or any part of his righ hts and obligattions under thee Subcontractt or any benefit
or interest ttherein, withouut the prior wrritten consent of the Contractor. The Contractor may as assign any or all
a of his rightss
and obligatiions under the e Subcontract to the Employyer or the Con ntractor's nominee.
4.2 Assignm
ment by Subc
contractor witth Consent
It shall be a pre-condition
n of consent by
b the Contra ctor to any Su
ubcontractor assignment
a t agreement
thhat a copy of the
between th he Subcontracctor and his inntended assiggnee in respe ect of the prop posed assign ment shall be e submitted in
n
advance to the Contracto or. Such agree
ement shall in
nclude a provis
sion to the effeect that any pparty to whom the rights and
d
obligations under the Sub bcontract are assigned shalll be bound by
y all the provis
sions of the Suubcontract.
4.3 Sub-letting
The Subco ontractor shalll not sub-con ntract the who ole or any pa art of the Wo orks. Unless otherwise pro ovided by the e
Subcontracct, the Subcontractor shall not sub-contracct any part of thet Subcontract Works withoout the prior written
w consent
of the Conttractor, which consent shall not be unre easonably with hheld, and su uch consent iff given shall not
n relieve the e
Subcontracctor from any liability or obligation under thhe Subcontractt and the Subc contractor shaall be responsib
ble for the actss,
defaults andd neglects of any his subco ontractor, his ssub-contractorr's agents, serrvants or workkmen as fully as
a if they were e
the acts, de
efaults or neglects of the Su ubcontractor, t he Subcontractor's agents, servants or w workmen.
Any sub-contract entered

d into by Subco
ontractor shalll not create an
ny contractual relationship beetween Contra
actor and such
h
sub-contracctor.
Notwithstannding anything
g to the contrrary containedd in this Article, the Contra actor may, afteer giving the Subcontractor
ten(10) bussiness days written
w notice
e of its intenttion to do so o, pay directly y to a sub-coontractor or vendor
v of the
e
Subcontracctor any amoun nt owed to suc
ch sub-contracctor or vendor by the Subcon ntractor in connnection with th
he Works. Anyy
amount paid by the Contrractor to such sub-contractoor or vendor un nder this Article will be a debbt due and payable from thee
Subcontracctor to the Con
ntractor and the Contractor sshall be entitle
ed to set off the
e directly paid sum to such sub-contracto
s r
or vendor frrom any possiible amount to
o the Subcontrractor with a written
w notification related too such setoff.
4.4 Approva
al of Supplierrs
Subcontracctor's sub-supp
pliers of any Materials
M & Equ
uipment ,which will be specifically designaated by the Co
ontractor, must
be approved in advance by
b the Contrac ctor, whether o
or not the nam
me of such sub--supplier appeears in supplie
ers list included
d
in the Subccontract.
4.5 Acquired Rights/Title

es
The Subcon ntractor shall ensure

e that an
ny rights and ttitles together with the obligations conneccted therewith relating to the e
Subcontracct Works which h the Subcontrractor may direectly or indirec
ctly acquire vis
s-a-vis his sub--contractor, if so required byy
the Contracctor, be assign
ned to the Conntractor or the
e Contractor's nominee in th he event of terrmination of sub-contract byy
the Subconntractor or term
mination of the
e Subcontract as described in Articles 21 and 22 hereof of.
In the conte
ext of this sub
b-clause, Subc
contractor's su
ub-contractorss shall include any person oor company, sub-supplier
s or
sub-vendorr having a contract with the Subcontractorr in respect off any aspect of the Subcontrract Works.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 14 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
5. MAIN CON
NTRACT
5.1 Applicattion of Main Contract

C
All the provisions of Mainn Contract shall be applied to

o the Subconttractor and obs served by Subbcontractor to the extent and
d
insofar as aapplicable therreto and nece
essary for the Subcontract Works
W and whenever possibble this Subcoontract shall be
e
construed cconsistently with
w the require ements of the Main Contrac ct. In this case those Main C Contract docum
ments shall bee
read and in nterpreted for the purpose of the Subco ontract insofarr as applicablee thereto, from
m the perspective of where e
“COMPANY Y”,”OWNER” or o “EMPLOYE ER” is stated iit shall be takeen to mean Contractor
C andd where “CONNTRACTOR” iss
stated it sha
all be taken to
o mean Subcontractor, as ap pplicable.
5.2 Subcon
ntractor’s Ass
sumption
The Subcoontractor shall,, in relation to the Subcontra act Works, perrform and assu
ume all the obbligations and liabilities
l of the
e
Contractorr under the Ma
ain Contract. The T Subcontra actor shall exe
ecute and commplete the Subbcontract Work ks and remedyy
any defects in such time
e and in such a manner thatt no act or omiission of him shall
s constitutee, cause or coontribute to anyy
breach by the Contractoor or any of his s obligations u nder the Main ated Damagess
n Contract. Subject to Articlee 14.2 (Liquida
for Delay) h
hereof, if the Subcontractor
S commits any breach of the Subcontract, he
h shall indem
mnify and hold the Contracto
or
harmless a om all damages for which t he Contractorr becomes liab
against and fro ble under the Main Contrac
ct as a result of
o
such breacch.
5.3 The Prio

ority between
n Subcontractt and Main Co
ontract
All the doccuments forming this Subco ontract are to

o be taken as s mutually expplanatory of oone another, but in case of
o
ambiguitiess or discrepanccies among th
hem, the priori ty shall be giv
ven in order as
s follows:
i) Subccontract Docum
ments
ii) Cond
ditions of Conttract of Main Contract
C
iii) Techn
nical Specifica
ations and Dra
awings of the Main Contractt.
5.4 Prolonged / Extended Main Contrract
5.4.1 In the e
event that Main
n Contract is prolonged
p or exxtended and as
a a result therreof the Subcoontract Works concerned are
e
adverssely affected due
d to any rea
ason not attribu
utable to the Subcontractor
S such as delayy of any materrial, equipmen
nt
or dessign and eng
gineering worrks to be sup
pplied or app
proved by the Employer and/or the Contractor,
C the
e
Subco
ontractor shall give an imme
ediate notice o
of such delay to the Contrac
ctor and do hiss best efforts and use everyy
possib
ble means to mitigate
m the efffect of the dellay upon the performance
p of
o the Subconttract Work, inc
cluding but no
ot
limited
d to reassignin
ng his manpow
wer and reloca
ating relevant equipment or materials to thhe proper worrks required.
5.4.2 In case n Article 5.4.1 hereof, the Subcontractor

e of the delayy mentioned in S shall be entitlled to compen
nsation for the
e
reason
nable time and costs to the
e extent of tim
me impacted and
a costs direc
ctly incurred i n relation herreto, subject to
o
Article
e 5.4.1 and Artticle 25 (Time Limitation
L for S
Subcontractorr Claims) hereof. Unless othherwise specifiied in PTC, the
e
Subco
ontractor’s entitlement hereo
of shall be limiited to compen
nsation solely for idle cost oof the direct lab
bor /equipmen
nt
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 15 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
plus o
on-site overhe
ead costs durring the prolo
onged/ extend
ded period, provided
p alwayys that the “idle cost” and
d
aggreg
gate sum of co
ompensation hereunder sha
all be calculated in this Artic
cle as below:
(a) By applying 60%
% of daily direc
ct labor cost o
on the basis of
o eight (8) wo
orking hours pper day during
g the extended
d
perriod;
(b) App
plying idle cosst of rent/operration of equip
pment which has been alre
eady mobilizedd but have ac
ctually been in
n
sta
and-by status due
d to such prolongation orr extension at the Site; and
(c) App
plying on-site overhead
o costs of 15% of th d sum of each
he aggregated h (a) and (b) co
cost aforesaid (in this Article
e,
ove
erhead costs shall include any cost for ttransportation, accommodation, catering ,etc. of the Subcontractor’s
S s
perrsonnel on site and any cos
st for necessa
ary permit, visa and/or insurrance and thee like for the Subcontractor’s
S s
perrsonnel on site
e).
,
putation of the
In comp e amount mentioned above ntractor shall provide the C
e, the Subcon Contractor witth a statemen
nt
proving
g, to the satisfa
action of the Contractor,
C the
e number of labors that has been actuallyy mobilized at the
t site, based
d
upon th
he daily report specified in Article
A 6.23 herreof and a cop
py of rent/lease
e contract for tthe equipmentt mobilized bu
ut
idled att the Site or any documents
s proving, to tthe satisfaction of the Contrractor, the acttual operation rate or fee fo
or
such eq
quipment.
5.4.3 Notwithhstanding anything containe ed herein to thhe contrary, th he cost to be compensated

c to the Subcon ntractor by thee
Contraactor in accorrdance with th his Article sha
all not exceed d any time an nd cost for coompensation granted
g to thee
Contraactor by the Employer
E due to the same reason for prolongation orr extension(otther than any reason solelyy
attribu
utable to the Contractor) in accordance
a witth the Main Co ontract; provid
ded, however, should such prolongation
p o
or
extenssion had occu urred due to any reason so lely attributable to the Conttractor, the Coontractor shall appropriatelyy
compe ensate the Subcontractor fo or the time imppacted and the e cost incurredd due thereto ssubject to muttual agreemen nt
and ba ased upon the e calculation method
m set outt in the Article 5.4.1 hereof.
6. GENERA
AL OBLIGATIO
ONS
6.1 Subconttractor's Gen

neral Obligations and Resp
ponsibilities
The Workss as completed d by Subcontrractor shall be wholly in acco

ordance with th
he Subcontracct and fit for the purposes for
which they are intended, as defined by b the Subcon ntract or as may
m be reason nably inferred from the Sub bcontract. The
e
Works shall include any work
w which is necessary to ssatisfy Contractor/Employerr requirementss, Subcontracttor's Proposal,
the Scheduule, or is impliied by the Subcontract, or arises from any
a obligations s of the Subcoontractor and all Works not
mentioned in the Subcon ntract but which may be infferred to be necessary
n or otherwise
o indisspensably and contingentlyy
necessary ffor completion
n and the safe reliable opera ation of the Works.
W
The Subcoontractor shall assume full responsibility for the adequacy, stability y and safety oof all Site ope
erations, of alll
methods off construction and of all the Works, irrespe
ective of any approval
a or co
onsent by Conntractor.
The Subcontractor shall at his own ex

xpense supplyy and provide all the Subco ontractor’s equuipment, Temporary Works,
or the Subcon
materials fo ntract Works, labor (includin
ng the supervision thereof), transport to oor from the Site and in and
d
about the Subcontract Works
W and other things oof every kind required for the constructtion and completion of the e
Subcontracct Works.
The Subcon ntractor, at itss sole cost and

d expense, is responsible for f the permitting supply insstallation and dismantling of
constructionn power, inclu uding, but not limited
l to, disttribution transfformers and distribution netw
work on the Site,
S necessaryy
for construcction power if required unde er the Subconttract.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 16 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
6.2 Capabiliity and Indep

pendence of Subcontracto
S or
The Subcon ntractor warrants that he is fully

f experiencced and prope erly qualified to
o perform the SSubcontract Works,
W and that
he is properrly licensed, eq
quipped, regisstered and orgganized as nec cessary under the laws of thee Country locaated in the Site
e
and has addequate financcial stability to be able to pe erform all the Subcontract Works.
W The Suubcontractor shall
s act as ann
independen nt Subcontractor and not as s the agent off the Contracttor or the Emp ployer in perfoorming the Su
ubcontract and d
maintainingg complete con ntrol over his employees
e an
nd all of his sub-contractors. Nothing conttained in this Subcontract
S or
any sub-co ontract award ded by the Subcontracto or shall creatte any contractual relatioonship between any such h
sub-contracctor and the Contractor
C or Employer.
E
6.3 Securing
g of Licenses
s
The Subcontractor shall, unless otherrwise provided d by the Subcontract, secuure at his own
wn expense all licenses and d
permits as necessary in order to com mply with all la
aws, decrees, ordinances, requirements
r and regulations of properlyy
constituted public authoriities in the rele
evant countriees which are necessary for the proper exeecution of the Subcontract
S in
n
the Countryy. The Subcon ntractor shall indemnify the Contractor an nd/or the Emp
ployer and savve the Contrac ctor and/or thee
Employer h harmless againnst all liabilitie
es, which mayy arise out of any
a failure of the
t Subcontraactor to secure e any licensess
and permit or to comply with
w said laws, decrees, ord dinances, requ
uirements and regulations.
6.4 Inspection of Site
The Subcon ntractor shall be

b deemed to have inspecte ed and examin ned the Site an nd its surrounddings (includin
ng sub-surface e
conditions) and to have satisfied him mself in respecct of all pertin
nent condition ns which mayy in any mann ner bear upon n
performancce of the Subco ontract Work before
b submittting his propos
sal as to the prroperties and ccharacteristics
s thereof to the
e
extent and nature of th he Subcontrac ct Works and d resources necessary
n for the timely s uccessful exe ecution of the e
Subcontracct Works, the means of com mmunication w with and acce ess to the Sitee, the accomm modation the Subcontractor
might require and in gene eral to have ob
btained for him
mself all necesssary information as to risks,, contingenciees and all other
circumstancces influencinng or affectingg his proposa l. The Subcon ntractor represents that hee has fully info ormed himself
concerning for all of the e factors and d all other rissks, conditions or other circumstances has been included in thiss
Subcontracct or could havve been notice ed by the Sub contractor, su uch as, but nott limited to, th e nature and location of thee
Work to be performed, th he character, quality
q of the m
materials whicch may be enc countered or w which may be e available, thee
character of equipment and
a facilities neeeded prelimin narily to and during
d executioon of the Workk, labor conditions, transporrt
conditions, all local and governmental
g regulations inn force, the ge
eneral and local conditions w which can in any
a way affecct
o be performed
the Work to d.
The Subcontractor shall be deemed to t have checkked and verifie

ed any informmation in connnection with thhe Site and itss
surroundinggs, which mayy have been provided by the Contractor forr preparation of
o the Subconttractor’s propoosal. Therefore
e,
Subcontracctor is not entiitled to claim for
f any costs or extensionss of time baseed in whole orr in part betwe
een the actuaal
factors and requirementss described ab bove from thosse which may have been an nticipated by thhe Subcontrac
ctor.
6.5 Existing
g Utility Services Above & Below Groun
nd or Artificia
al Obstructio
ons
The drawings included in n the Subcontract Documen nts may not ex xactly match with
w the existinng services or underground d
ubcontractor shall
facilities. Su s check thhe latest draw wings and reco ords made av vailable and peerform a surv
vey of the Site
e
including an ny exploratoryy excavation iff necessary fo r determining the actual und derground connditions. Subc
contractor mayy
utilize the latest techniq ques such as metal dete ectors etc. to verify locatio ons of underrground services or otherr.
Subcontracctor shall supp port/protect all existing servvices during th
he Works from m damage andd in the event it locates anyy
unmarked underground services/faciliities/obstructio ons shall plott their location and advisee Contractor. Subcontractor
accepts tha at any disrupttions or delay ys arising from m its obligatio
ons to addres ss and to prootect existing services bothh
above/below w ground or miscellaneous
m unmarked ob bstructions or other
o are inclu
uded in the Woorks and Subccontract Price..
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 17 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
6.6 Works to
o the Satisfac
ction of Conttractor and E mployer
The Subcon ntractor shall properly

p execu
ute and guaran contract Works
ntee the Subc s in strict accorrdance with th
he Subcontracct
to the satissfaction of the Contractor and the Emplo oyer. The Subcontractor sha
all comply witth and adhere e strictly to the
e
Contractor'ss instructions and directions on any m matter, whethe
er mentioned in the Subcoontract or not, touching or
concerning the Subcontra act Works.
mme / Schedu
6.7 Program ule
6.7.1 Withiin the time spe

ecified in the Subcontract o or instructed by
b the Contrac ctor, the Subcoontractor shall submit to the
e
Conttractor for app
proval a prograamme showing g the order or procedure in which
w the Subccontractor pro
oposes to carryy
out tthe Subcontra act Works. Th he programme e shall be bas sed on the Sc chedule and T Time for Com mpletion of the
e
Subccontract Workks specified in ANNEX 4 (Sc chedule of th he Works). Th he Subcontracctor shall when never required
d
by th
he Contractor also provide in n writing for th
he Contractor's s information a general desccription of the arrangementss
and methods, whicch the Subcon ntractor propo oses to adopt for
f the execution of the Subbcontract Work ks.
6.7.2 If at any time it shhould appear to the Contracctor that the actual a progres
ss of the Subccontract or Works does nott
confo orm to the appproved programme referred to in the abov ve paragraph ofo this sub-clauuse, the Subco ontractor shall
produce, at the req quest of the Contractor
C a re
evised program mme showing the Schedulee modifications s necessary too
ensu ure successfull Completion of o the Subconttract Works within
w the Timee for Completioon. The reviseed programme e
shalll accompany a proposal of counterme easures, such as introduc ction of exteended working g, shift work,,
reinfforcement of manpower
m and Constructio on Equipment,, demonstratin ng how the reevised programme shall be e
attainned.
The submission to o and approval by the Contra actor of such revised
r progra
ammes or the ffurnishing of any
a particularss
shall l not relieve the Subcontra actor of any of its duties or responsib ilities under t
the Subcontraact.6.7.3. The
e
contrractor may in nstruct the Subcontractor
S to utilize and use any programming
p software avaailable for the
e
prepparation of the e programme e of works in n order that construction
c activities
a shalll be prepareed logically in
n
acco ordance with the
t Subcontra actor methodo ology of works s in conforman nce with speccified milestonne completion.
Such h programme of works to be e prepared and d submitted by y the Subconttractor shall bee fully resourc
ce loaded fromm
manpower require ement, materia als, equipmentt and all other resources which the Subconntractor deem ms it necessaryy
to acchieve the prog gramme of wo orks. The prog ramme of worrks shall be submitted for appproval contain ning hard copyy
and ssoftcopy which h will include critical
c path, m
manpower histo ogram, materia als histogram aand s-curve generated from m
the pprogramme off works and, a narrative of th he work sched dule.
6.8 Subconttractor's Sup

perintendence
e
The Subcon ntractor shall provide

p all nec
cessary superiintendence du ution of the Woorks to plan, arrange,
uring the execu a directt,
manage, insspect and testt the Works an nd as long as thhereafter as th
he Contractor or/and Employyer may consider necessaryy
for the prooper fulfilling of Subcontrac ctor's obligati ons. Such su uperintendencce shall be ggiven by suffic cient qualified
d
individuals possessing adequate know wledge of the operations to be carried ou ut (including thhe methods and techniquess
required, th
he hazards likkely to be en ncountered an nd methods of o preventing accidents) fo r the satisfac ctory and safe e
execution oof the Works.
6.9 Protection of Site
Unless othe erwise provide ed by the Subc Subcontractor shall in conne

contract, the S ection with thee Subcontract Works
W provide
e
and maintain all lights, guuards, fencing and watching g when and whhere necessarry or required by the Contractor, or by anyy
duly constittuted authorityy, for the protection of the Suubcontract Wo
orks, or for the
e safety and coonvenience off all personnel.
6.10 Care off the Works
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 18 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
(a) Fromm commence ement of the Subcontract Works until issuance of the Certificatee of Work Co ompletion, the e
Subccontractor sha all take full res
sponsibility forr the care of th
he Subcontrac ct Works and, tto the extent that
t it is within
n
his ccontrol, shall be
b responsible e for the care of such parts s of the Site and
a the Facilitties (being the e Main Works,,
facilities, units, articles, apparatu us and materia als forming or required to form the Facilitiees including th
hose furnished d
by th
he Contractor to the Subcon ntractor) insofaar as the Subc contract requirres. In the eveent of any dammage or loss orr
occuurring to the Subcontract
S Works
W and oth her things for which the Su ubcontractor hhas responsibility, from anyy
causse whatsoeverr, the Subcontrractor shall at his own expen nse make good such damagge or loss so th hat at the Time e
of Co ompletion of th he Subcontrac ct Works, the Works shall be b in good orde er and in confo
formity in everry respect with h
the rrequirements of o the Subcontract and the iinstructions off the Contracto or, and the Sitte and the Faccilities shall, too
the eextent that it is within the scoope of the Sub bcontractor's re esponsibility, also
a be in goodd order and in conformity ass
abovve described.
(b) The Subcontracto or shall take fu

ull responsibilitty for the care
e of any outsta
anding work oor tests which he shall have
e
undeertaken to finissh during the Guarantee Pe eriods until succh outstandingg work is com
mpleted to the satisfaction off
the C
Contractor.
(c) Provided that if the Contractor shhall issue a Ce ertificate of Wo

ork Completion n in respect off any part of the Subcontractt
Workks, the Subcon ntractor shall cease
c to be lia
able for the carre of that part of
o the Subconttract Works fro om the date off
issua
ance of such certificate.,
c except for the w warranty obliga ations under th he Subcontracct
(d) Notw
withstanding th
he above, Con ntractor or/and
d Employer shhall have the riight to use anyy facilities or any
a part of the e
Subccontract Workks provided by y the Subcontrractor before issuance of a Certificate of Work Comple etion if such iss
required by Contra
actor or Emplo oyer. Such use e of the Works
s or parts of th
he Works by CContractor or Employer
E shalll
not b
be construed as
a Contractor having taken over the Worrks or that the requirement bby Subcontrac ctor to achievee
issua
ance of the Ce
ertificate of Woork Completioon has been diluted or waive ed.
(e) Safe
ety Regulations
i) In accordance with Contractor’s HSE Pllan, the Subcontractor sh hall comply w with all health, safety and d
envvironmental sttandards and regulations rrequired unde er Applicable Laws and shhall at all time es conduct all
opeerations underr this Subcontract in a mann ner to minimiz
ze the risk of bodily
b harm to any persons and the risk of o
dammage to any property, equip pment or mate rial. The Subc contractor shall diligently insspect all Work,, materials andd
equuipment to discover and dettermine any n non-complianc ce with Contractor’s HSE Pl an and shall be b responsible e
for the correction
n of any such non-complian nce and shall continue to be e responsible until all Work k is completed d.
Subbcontractor shhall perform all Work in strictt compliance with
w Contracto or’s HSE Plan .
ii) Thee Subcontractor shall be res

sponsible and liable for the acts
a or omissio ons of any Subbcontractor’s sub-contractor
s r.
Thhe Subcontracctor shall be fu
ully responsibl e for the safeety and health protection of all Subcontractor personne el
and visitors whicch any Subconntractor group member may bring to the Site or to any otther location where
w the Workk
is tto be performe
ed. Subcontracctor shall not, without the prior written consent of Contraactor, permit to
o enter the Site
e
any persons wh hose presencee on the Site iis not necessary for perform mance of the Work or any other work on n
behalf of the Contractor.
iii) The Subcontracttor shall designate the indiviidual that is re

esponsible for the administraation of its Site
e safety, health
h
annd environmen nt program andd shall provide
e Contractor with
w that individual’s identity aand contact information prio or
to mobilization.
e Subcontracttor shall notify

iv) The y Contractor o of any discrep
pancies betwe een the Projecct Site conditions and wha at
Su
ubcontractor had
h originally observed befo ore entering into this Agree
ement. Subcoontractor ackn nowledges tha at
acttions taken byy Contractor to
o correct deficciencies may not be sufficie
ent to eliminatte future accid
dents or safetyy
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 19 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
hazards even th
hough such ac
ctions complied
d with Applica
able Laws.
v) Thee Subcontractoor shall furnish

h Contractor w
with a copy of any
a insurance claim or “Noticce of Injury” fo
or all cases tha
at
recceive medical treatment with hin twenty-fou
ur (24) hours of
o Subcontracttor becoming aaware of the injury or illnesss
of its personnel.
vi) The Contractor shall not prrovide first aid

T d facilities or medical servvices. The Suubcontractor alone
a shall be e
ressponsible for providing
p first aid facilities a
and for caring for
f his injured workers.
Thhe Subcontracctor shall prov vide for all pe ersons emplo oyed by him, medical treattment and firsst aid facilitiess
inccluding all med
dical services (ambulance, e etc.) and hosppitalization which shall be neecessary.
vi) Th
he Subcontractor shall abide
e by the “Repoorting Procedu
ure For Occupational Injuriess and Illness” that shall form
m
pa
art of Contractor’s HSE Plan
n and shall pro
ovide Contracttor with a requ
uired “Safety R
Report” on a monthly
m basis.
vii) Th
he Subcontracctor shall furnis
sh suitable tra
aining about, but
b not be limitted to, safe woork practices, safety policiess
an
nd rules, persoonal protective equipment requirements and hazardou us materials. Subcontractor shall provide e
sp
pecialized train
ning to employyees engaged in risky and non-routine
n tassks.
viii) Th
he Subcontracctor shall estab
blish an emerg gency action plan
p to initiate proper responnse to any serious accidentt,
evvacuation or otther emergenc
cy subject to tthe approval of
o Contractor and/or
a Employyer.
xiv) The e Subcontracttor shall requirre vendors to provide Contractor with a co opy of all hazaardous and toxxic substancess
disclosure documents, includ ding any “Matterial Safety Data Sheets” any other ddocumentation required byy
App plicable Laws or industry standards for alll hazardous chemicals,
c subbstances and/oor materials used at the Sitee
or contained witthin any Equip pment deliverred to the Site e. Subcontrac ctor shall provvide suitable storage for all
hazzardous materials. Subconttractor shall e nsure that all Subcontracto or Group mem mbers familiarizze themselvess
withh all materialss described in this Article. S
Subcontractor shall indemnify, defend, annd hold harmle ess Contracto
or
fromm and againstt any claim by any Subcontrractor personn nel to the exten
nt such claim aarises out of Subcontractor’s
S s
failure to pass on o the forego oing informatio on within a reeasonable timme after receippt to its emp ployees and too
herwise warn and
oth a train such persons rega arding the hazards identified
d in such docuuments.
xv) Thhe Subcontracctor shall ensure that all othe

er Subcontracctor personnel fully comply w with the provis
sions set out in
n
thiis Article, and
d shall ensure
e that provisioons of the natture contained
d in this Articcle are also in
ncluded in anyy
su
ubcontract.
(f) The S
Subcontractor shall provide, and shall enssure that it will provide prop om damage or
per and amplee protection fro
loss to the Facilityy, the Project Site,
S equipme
ent and constrruction equipmment during thee performance e of the Workk.
Any damage or losss shall be ma ade good by th
he Subcontrac ctor under its own
o responsibbility and expe enses.
(g) The SSubcontractor, when arranging sub-contra acts or servicee contracts or Purchase Ord
rders shall exp pressly ensure
e
that ssuch sub-contrractors shall comply
c with E mployer HSE requirements s. Subcontracttor shall not commence anyy
work o on Site until its Safety duties and obligatio
ons are fully understood
u and Subcontract
ctor is prepared.
(f) Tempo
orary Construction Facilities
s
The S Subcontractorr shall be responsible forr providing all temporary facilities

f and utilities nece essary for thee
perforrmance of the e Work underr this Agreem ment. Such faccilities shall in
nclude, withouut limitation, temporary Sitee
perimeter fencing, temporary Site controlled access points s, Site securitty personnel, air-conditione ed and heated d
tempoorary office trrailers or builddings, worksh hops, restroom
ms and warehouses. Subccontractor sha all arrange fo
or
adequuate heating and
a ventilation
n of all enclossed work area
as. Subcontra actor will arrannge and pay forf disposal of
o
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 20 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
sewag ge and wastess as necessary y to enable Su

ubcontractor to o perform the Work.
W Subconttractor will pro
ovide adequate e
protecction against, and treatmentt of, water run
noff from the Site
S in accorda ance with all A
Applicable Law ws and permitss.
Before e proceeding with the erec ction of any cconstruction fa acilities, includ
ding temporarry or permane ent structuress,
equipment, offices, warehouses and a camps, S Subcontractor shall
s obtain all relevant consstruction licen
nses or permitss
from tthe Competen nt Authority. Su
uch constructiion facilities sh
hall be fully addequate for thee uses intende ed and be fullyy
in acccord with the requirements ofo this Agreemment.
6.11 Indem
mnification and Total Liabillity
6.11.1 Unleess otherwise provided by the Subcontracct, the Subcon ntractor shall be solely liablle for and sha
all indemnify
and keep indemniified the Contractor, Employyer and their agents and employees agaainst all losses, liabilities,
ms, demands, suits, judgme
claim ents, penaltiess, proceeding
g, damages, costs,
c chargess and expense es resulting
from injuries for daamages to any y person or pro
operty whatsoeever or resultin
ng from any ennvironmental damages
d or
m, which mayy arise out of or
claim o in connectioon with the execution and maintenance
m oof the Subconttract Works,
other than injuriess or damages resulting sole ely from any act or negligence committedd by the Contrractor or the
Emp ployer, its Affiliates or their employees.
e
In the
e event of anyy claim being made
m against C
Contractor and d Employer ariising out of anyy matter referrred to in this
sub-article and th he Subcontractor being no otified thereoff, the Subcon ntractor shall, if so instruccted by the
Conttractor, at his own expense e conduct all nnegotiation forr the settlemen
nt of the samee and any litiggation which
may arise therefro om. The conduct by the Su ubcontractor of
o such negotiations or litigaation shall be conditional
upon n the Subconttractor having first given to the Contracto or and the Employer such reeasonable sec curity or the
Conttractor withhollding any paymment due or to o become due to the Subcon ntractor such aamount as sha all from time
to tim
me be requiredd by the Contraactor or the Em
mployer to cov ver the amounnt estimated, foor which the Contractor
C or
the EEmployer mayy become liable.
6.11.2 The total aggregatte liability of Subcontractor

S r to Contractorr under or in connection
c wiith this Subco ontract, will noot
exce
eed one hund dred per cent (100%) of the e Subcontractt Price, provideed that the fol lowing liabilitie
es shall not be
e
n into accountt in assessing whether the ttotal aggregate liability has been reachedd:
taken
(1) Liab
bility for any insurance dedu
uctibles to be p
paid by Subco
ontractor hereu
under; and
(2) Liab
bility arising fro
om any fraud, gross neglige
ence or willful misconduct co
ommitted by S
Subcontractor
Neith
her Contracto or nor Subcon
ntractor shall be liable to any of the others
o under or in connec
ction with thiss
Subccontract in rela
ation to:
i) A
Any loss of pro
ofit, loss of go
oodwill, loss off use, loss of opportunity, lo
oss of revenuee, loss of prod
duction, loss of
o
p
product or bussiness interrupption and down ntime cost; or
ii) D
During the exe ecution of the Project, as weell as during thhe warranty pe eriod and beyoond, Subcontrractor’s liabilityy
sshall only be limited to the direct
d and fore
eseen damage es, and shall not
n be extendded to unforeseen damagess,
indirect or consequential damages, loss o of profit, loss of production, loss of incomee, moral damag
ges and so on n.
TThe aforemen ntioned shall not be appliicable in case of fraud an nd gross neggligence attrib
butable to the e
SSubcontractorr.
6.12 Applica
ation to Guarrantee Period
d
Articles 6.11 and 6.12 of herein shall be applicable a

also in respectt of any Work executed by thhe Subcontrac
ctor during the
e
Guarantee Period.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 21 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
6.13 Subco
ontractor's Ins
surance Obligations
In accordan nce with ANNEX 2 (Insurance Requirem ments),the Suubcontractor shall,

s at its soole expense, ta
ake out and
maintain in effect at all tim mes during thee execution of the Subcontra act Works the insurance, inccluding, but no ot limited to,
all risks phyysical damage e insurance foor loss of or da
amage to the Subcontractors Equipment and other thin ngs brought
onto the Site by the Subcontractor for use u in the execcution and maiintenance of th he Works, autoomobile liabilitty insurance
for liability tto third partiess for all owned, leased, hired
d, or non-owneed mechanica ally propelled vvehicles used or operated
in the perfo ormance of the e Works by orr on behalf of tthe Subcontra actor on publicc highways, orr elsewhere in ncluding the
Site so as to comply with the compulso ory motor insu urance under the provisions of the Laws oof the Country,, workmen’s
compensatiion and/or Em mployer’s Liabillity insurance aand Social Security for the Subcontractor’
S ’s employees, agents and
representattives as requ uired by the Law of the C Country. Th he Contractor and the Em mployer may require the
Subcontracctor to insure and a maintain additional
a insu
urances if cons
sidered neces ssary.
The Subcon ntractor's resp

ponsibility to ta
ake out and ma aintain insuran
nce as herein described shaall not in any way
w relieve thee
Subcontracctor from any liabilities or obbligations as le
egally requiredd or set out in the Subcontraact. The Subcontractor shalll
furnish and cause any hiss sub-contracttors to furnish the relevant policies
p (or cerrtificates) and to produce cu
urrent premium
m
receipts as and when req quired by the Contractor.
C
dy on Subcon
6.14 Remed ntractor's Faillure to Insure
e
If the Subco
ontractor shall fail to effect and
a keep in forrce the insuran nce referred to
o Article 6.14 oor any other ins
surance which h
Subcontracctor may be required to effec ct under the te
erms of the Suubcontract, the
en in such casse the Contrac ctor may effecct
and maintain such insuraance and pay such premium m or premiums s as may be necessary for tthat purpose and a deduct the e
amount so paid by the Contractor
C from
m any monies due or which may become due to the Suubcontractor, or recover the e
same as a ddebt due fromm the Subcontrractor, plus an n administratio
on charge.
6.15 Payme
ent of Taxes, Dues,
D Fees or
o Impost
6.15.1 The S Subcontractor shall be liable for all taxe es, duties, levies and charg ges, of whatsooever nature levied on anyy
amoun nts payable byy the Contractoor to the Subco ontractor and his sub-contraactors pursuannt to this Subcontract as welll
as in re
espect of Equiipment and Ma aterials to be i mported in co
onnection with the Subcontraact Work. Such taxes, dutiess,
levies and charges shall
s include any
a and all im mpost that may b national orr state statute,, ordinance, or
y be required by
aw, or any reg
other la gulation, or byllaw of any locaal or other duly constituted authority
a in rellation to the ex
xecution of thee
Subcontract Works or by the rules and regula ations of any public body and a companyy whose prope erty or right iss
affecte
ed or may be affected
a in any
y way by the S Subcontract Works.
W
In the e
event of the abbove fees beinng modified orr new fees being created during the coursse of the Subco ontract Workss,
the ammount of fees thus
t modified or created sha all be borne by the Subconttractor.
6.15.2 The SSubcontractor shall promptlly supply to tthe Contractor suitable doc
cumentation re
relevant to the
e payments
mentio
oned in this 6.15.
6.15.3 The Su ubcontractor represents

r tha
at it is aware o
of the tax regulations applica
able to this Suubcontract, inc
cluding, but no ot
limited
d to, withholdin
ng in respect of income and vvalue added ta ax ("VAT"), and any tax, or ppayment, direcct or indirect, of
o
nationaal, departmen ntal, or municcipal nature, a arising out off the executioon, performannce, or payme ent under thiss
Subcontract, which shall
s be assummed and paid exclusively by y the Subcontractor.
6.15.4 If requuired by Appliicable Laws, the

t Contractoor may withho old any tax paayments identtified in the Subcontractor’s
S s
invoicces and pay suuch taxes dire
ectly to the ap plicable Comp petent Authority on behalf oof the Subconttractor and will
providde the Subcon
ntractor with a copy of the orriginal tax rece
eipts along witth a withholdinng tax certifica
ate, evidencing
g
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 22 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
the pa
ayment of taxe
es to the applicable Compettent Authority.
6.15.5 The Subcontractorr shall be held solely resp ponsible for all
a applicable social securitty payments and a any othe
er
appliccable payrollss payments, charges,
c taxe s, contributions, assessme ents, solely thhat apply to its employeess
(“Contributions”) annd those deduction allowed by the applica able labor law relating to labbor conditions.
6.15.6 The Subcontractor shall

s coordinatte with the Co ntractor in rela
ation to any tax issues in thee Subcontracto
or’s invoices in
n
a mannner to allow the
t Contractorr and the Sub bcontractor, to the extent applicable, to taake full advanttage of any taxx
exemptions or tax breaks
b to whic
ch they may be e entitled.
6.15.7 The CContractor shaall not be held responsible fo

or interest, fine
es or penalties
s, or any otherr surcharge re
elated to taxess,
contributions, and any
a other paym ments that undder Applicable e Laws are due or payable bby the Subcon ntractor.
6.15.8 The S
Subcontractor shall protect and
a indemnifyy the Contracttor and the Em mployer, and hhold the Contractor and the e
Emplooyer harmlesss from any and
d all Taxes, du ties and levies
s assessed or levied by the authorities of the Country or
other countries agaainst the Sub
bcontractor or against the Contractor
C or the Employeer for or on account of anyy
payment made to or
o earned by th he Subcontracctor under the Subcontract.
6.16 Compliance with Statutes, Regu

ulations
The Subcon ntractor shall conform

c in all respects with the provisions s of any statute, ordinance oor law and the regulations or
bylaws of a any local or otther duly cons stituted authorrity which may y be applicablee to the Subcoontract Works s and with anyy
rules and re egulations of public
p bodies and
a companie es and shall keeep the Contraactor indemnifified against alll penalties and
d
liabilities off every kind foor breach by thet Subcontra actor and its sub-contractor
s rs of any suchh statute, ordinance or law w,
regulation o or bylaw. In thee event of a mo odification(s) o
or a new provision(s) being brought to thee above statutee, ordinance or
law, regulation or bylaw during the co ourse of the S Subcontract Works,
W the Subcontractor a nd its sub-contractors shalll
conform with such modiffications or ne ew provisionss without claim ming any addiitional cost too the Contracttor, unless the e
Company ccompensates additional co ost to the Con ntract or with the
t pre-condittions that Subbcontractor’s claim
c shall not
exceed the proportional amount
a paid by
b the Compan ny regarding Subcontract
S Works.
W
s
6.17 Fossils
All mineralss, fossils, coin

ns, articles off value or anttiquity and strructures and other remainss or things off geological or
archaeological interest discovered
d on
n the Site sha all be deeme ed to be the absolute
a propperty of the Employer.
E Thee
Subcontracctor shall take e reasonable precautions to prevent hiis workmen or o any other persons from m removing or
damaging a any such articcle or thing and
a shall imm
mediately upon n discovery th
hereof and beefore removal, acquaint the e
Contractor with such disccovery and carry out Employyer’s orders at a the expense e of the Employ
oyer as to the disposal
d of the
e
same.
o and Use of Materials

6.18 Title to M Fou
und
Unless othe erwise provideed in the Subcoontract, the titlle and interestt in the right to the use of all w
water, and thee title to all soil,
stone, gravvel, sand, mineerals, timber and
a all other m materials developed or obtained in the exccavation or oth her operationss
by the Subcontractor or any of its representative orr employees or o any of his sub-contractor
s rs of any tier or any of their
representattives or employees, and the right to use orr dispose of the same, are hereby expresssly reserved in n the Employer,
and neitherr the Subcontrractor nor any y of its represe entatives or em mployees nor his sub-contraactors of any tier nor any of
their repressentatives or employees
e sha
all have any rig ght, title or inte
erest in or to any
a part thereoof, neither sha all they nor anyy
of them asssert or make any claim there eto. The Subco ontractor may, as determine ed by the Empployer, be perm mitted to use in n
the Subcon ntractor Workss without chargge any such m materials, whic ch meet the requirements off the Subcontrract.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 23 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
6.19 Employ
yer's Existing
g Property

b responsible e for and shalll make good to
o the satisfaction of the Empployer (or, at the Employer'ss
option, reim
mburse the Em mployer the co ost of the Emmployer so doing) any dama age to, or desstruction or loss of, existing g
structures, Utility Services and other prroperty belong
ging to the Employer for whic ch the Employyer is responsiible arising out
of any act o
or omission off the Subcontractor or his su ubcontractors of any tier or its or their offificers, employe
ees, agents or
representattives.
6.20 Patent IIndemnity an

nd Royalty
The Subcon ntractor shall save

s harmlesss and indemn ify the Contractor from and against all claaims and proc ceedings for or
on accountt of infringeme ent of any patent rights and d copyrights, design,
d tradem
mark name orr other protectted intellectua al
property rights in respect of any Construction Equipm ment, machine work, materiaal used or proccess for or in connection with
h
the Subcon ntract Works or o any of them and from a and against all
a claims, proceedings, dam mages, costs, charges and d
expenses w whatsoever in respect thereo of or in relatio
on thereto.
This Article shall survive the terminatio
on or expiry off this Subcontrract.
6.21 Interferrence
All operatio
ons necessary for the execution of the Su bcontract Worrks shall, in so o far as compl iance with thee requirementss
of the Subcontract permitts, be carried out
o so as not to o interfere unn
necessarily or improperly witth the convenience of otherss,
or the accesss to, use and
d occupation of o public or privvate roads, foootpaths and waterways
w or too or of propertties whether in
n
the possesssion of the Employer
E or off any other pe ersons. The Subcontractor
S r shall save hharmless and indemnify the e
Contractor and Employe er in respect of all claims,, demands, proceedings,
p damages,
d cossts, charges anda expensess
whatsoeverr arising out off, or in relation
n to such interrference during g the executio
on of the Subccontract Works s.
6.22 Keep S
Site Clean
From the ccommencement to the com mpletion of the e Work and/o or during the progress of tthe Subcontraact Works, the e
Subcontracctor shall take full responsib
bility for the ca
are of the Site
e. The Subcontractor shall be responsibble for any fire
e,
pilferage, lo
oss or damagee and the safe
ety of the emplloyees of the Subcontractor
S r which may occcur during the performance e
of the Workks.
On complettion of the Sub

bcontract Work ks, the Subcon
ntractor shall clear
c away and
d remove from m the Site all his
s Construction
n
Equipment,, surplus Mateerials & Equip pment, wreckaage, rubbish anda Temporarry Facilities off every kind, and leave the e
whole of th
he Site and the Works clean and in a wo orkmanlike condition to the satisfaction oof the Contrac ctor and/or the
e
Employer. H However, Subbcontractor acc cepts that Con
ntractor or Em mployer may ellect to retain aany Subcontra actor property /
Materials / T
Temporary Faacilities or othe
er and subconntractor will be
e advised acco
ordingly.
The Subcontractor shall remove,

r transport and dispo ose of any Haz zardous Materrial transportedd onto the Projject Site by the
e
Subcontracctor or its othe
er contractors, or created, ussed or handled as part of th he Subcontractctor’s or its other contractorss’
constructio
on activities at the Project Sitte. The Subcoontractor shall notify the Con
ntractor immeddiately upon th he discovery of
o
the presencce of any Hazzardous Material on, or the rrelease of Haz zardous Materrial on or from the Project Site. All cleanup p
and disposal activities off the Subcontraactor (includin
ng transportation and dispos sal of any Hazzardous Materials taken from m
the Project Site) shall be
e conducted in accordance w with all Applica
able Laws and d Applicable PPermits.
6.23 Reportts
6.23.1 Thee Subcontracto or shall submit to the Contrractor daily, weekly

w and Mo onthly written progress repoort which shalll
include all the req
quired data an
nd information that is custommary to include
e in such repoorts and such other
o data and
d
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 24 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
info
ormation reque ested from tim
me to time by th
he Contractor. The Contracctor may also rrequest that su
uch reports be
e
subbmitted at shorted periodic intervals whetther regularly or on a case by case basiss. The progress report shalll
commprise a fully detailed
d and comprehensive
c e account of the progress of
o all activities which may fo
orm any part of
the Subcontract Works.
W
6.23.2 Thee Subcontracto or’s progress report shall bee prepared in a form and manner
m to be innstructed by the Contractorr.
Thee subcontracto or’s progress report
r shall incclude a detaile
ed schedule on
o a day by daay basis. Each h portion of thee
said
d Subcontract Works so com mpleted shall bbe identified within
w the progrress report succh as to readilly describe the
e
stattus of the prog
gress of the Subcontract Wo orks.
6.23.3 The Subcontracto or’s progress re

eport shall be prepared in all case include
e a statement oon the measurres to be takenn
by tthe Subcontraactor to recove
er any delay. S
Such recovery plans shall be e subject to thee approval of the Contractor
whoo shall have the
t right to dirrect the Subccontractor to re
evise, amen or o enhance hiis recovery plan such as to o
enssure the total mitigation
m and extinguishme ent of any dela
ay in the Subcontract Workss.
6.23.4 The
e Subcontractoor’s progress report shall in a equipment
nclude a detailed record of all staff, manppower, plant and
dep
ployed on the Subcontract Works,
W with suuch records prresenting all re
equired inform
mation on a daily basis.
6.23.5 The
e subcontracto
or’s progress report
r shall incclude a detailed comparison between acctual progress and schedule
e
progress and full explanation of the causess of any shorrtfall in actual progress wh en compared with the said
d
sch
heduled progre
ess.
6.23.6 Recceipt by the Contractor of any report sub mitted by the Subcontractor and failure oof the Contrac ctor to react or
resp
pond in any way
w or mannerr to such reporrt shall not be deemed or co onstrued as a tacit or other agreement on n
the part of the Contractor
C to the contents thhereof and th he Contractor shall not be eenjoined from subsequentlyy
ponding to any report at any
resp y time it may d
decide at its own
o discretion.
6.23.7 The
e form and detailed level of such reports may be chang
ged by the Contractor.
TRACTOR'S PERSONNEL
7. SUBCONT P L AT SITE
7.1 Engagem
ment of Personnel & Labo
or
7.1.1 The Subcontractorr shall make his gement for the engagemen
h own arrang nt of all staff aand labor as fo
ollows unlesss
otherwise provided
d in this Subco
ontract.
(i) only such tecchnical person

nnel, Managerrial and Superrvisory staff as
s are competeent and experiienced in theirr
respective proofessions and
d such sub-ag gents, foremen n and leading hands as aree competent tot give properr
supervision to
o the Subcontrract Work theyy are required to supervise; and
(ii) Such skilled, semi-skilled and unskilled

d labor as is necessary fo
or the proper and timely execution
e and
d
maintenancee of the Subcoontract Works..
7.1.2 The Subcontracto or shall emplo

oy qualified annd experienceed personnel capable of coontributing poositively to the
e
puncctual performa
ance and timely completion of the Works. The Subconttractor shall foorward to the Contractor forr
apprroval, the CVs of Subcontractor's key perssonnel and others as the Co
ontractor mayy require.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 25 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
7.1.3 The Contractor shall

s be at libberty to objecct to and require the Subc contractor to remove forthwith from the e
Subccontract Works any person employed
e by tthe Subcontractor in or abouut the executioon of the Subc
contract Workss
(or in
n any making good thereoff during the G uarantee Periiod) who, in th he opinion of the Contracto or, persistentlyy
miscconducts himself, or is incom
mpetent or neggligent in the proper
p perform
mance of his duuties, or whosee employmentt
is oth
herwise consid
dered by the Contractor
C to b
be undesirable e and such person shall not bbe again emplooyed upon the e
Subccontract Workks without th he written pe ermission of the Contracto or. Any persson so remov ved from the e
Subccontractor Wo orks shall be replaced by a competent substitute ap pproved by thhe Contractorr, as soon ass
posssible.
7.1.4 Exccept as the Contractor

C maay otherwise agree, no ch hanges shall be made in the Key Perrsonnel of the e
Subccontractor. In the
t event thatt any Personne el or any pers
son who perforrms additionall & optional Se ervice is foundd
by the Contractor to be incom mpetent in d discharging his assigned duties,
d the Coontractor may y request the e
Subccontractor to fo
orthwith provid
de as a replaccement a pers son with qualifications and eexperience acc ceptable to thee
Conttractor within one
o month. The Key Perso onnel is not permitted to have plural officess/jobs until the
e Certificate of
Workk Completion is issued.
7.1.5 The S
Subcontractorr shall at all tim
mes take all re
easonable preecautions to prevent
p any unnlawful, riotous
s or disorderlyy
cond
duct by or amo
ongst its staff and
a labor, and d to preserve peace and prootection of perrsons and adjaacent propertyy
again
nst such cond
duct.
7.1.6 The S
Subcontractorr shall be respo
onsible for pro
oviding at its so
ole cost and expense
e all tra nsportation fo
or its personne
el
and labor betwee en their respe ective points of origin and d the Country of the Worrks, as well as in-Countryy
transsportation.
7.1.7 In the event the Subcontractor

S fails to pay hiis employee wage
w or to pay his sub-conntractors any sum
s due, then
n
Conttractor will nottify the Subcontractor to rem medy such failure. If the Suubcontractor faails within sev
ven (7) days or
any llonger period agreed by the e Contractor off such notice either
e to makee the payment or to demonstrate that he iss
entitlled to withhold
d such paymen nt, then the Coontractor reserves the right to
t make the prroper payment itself, directlyy
to th
he employee or o the sub-con ntractor and tto deduct such sum or sum ms so paid froom any payme ent due to the
e
Subccontractor. Ne either the existtence of nor thhe exercise of the foregoing rights nor anyything containeed herein shalll
create a privity of contract between
b the Contractor and
a any of the Subcontrractor’s employees or the e
Subccontractor’s su ubcontractors or render the Contractor lia able to any of them.
t
7.2 Transferr of Personne

el
The Subcon ntractor shall ensure that its

s sub-contracttors shall not, without the Contractor's
C prrior written con
nsent, engagee
any personnel which are already emplo oyed by anothher contractor of Contractor and/or Emplooyer or directly y employed byy
the Contracctor and/or thee Employer who have resig gned from the Contractor an nd/or the Empployer within ata least two (2)
years unlesss such person nnel obtain cle
earance certifiicates from the
eir previous em
mployers e.g.,, Letter of No Objection / Noo
Objection C
Certificate, as applicable.
7.3 Passporrts, Permits and

a the like
The Subcontractor shall be responsible for the provvision of valid d Passports, Visas,
V Work P
Permits, Residence Permits,,
asses / Gate Passes
Security Pa P for the
e Works/Facillities and all such
s documennts as may bee required from
m time by the
e
national and local Authorities, and shaall maintain th
he validity of such
s Personnel documentss during the engagement off
such Persoonnel for the Subcontract Wo orks.
The Subco ontractor shalll also be resp

ponsible for a
arranging or otherwise
o ens suring the saame for its su ub-contractors,
sub-supplie
ers, sub-vendo
ors, service companies and Licensors etc.. in sufficient time to avoid anny negative in
nfluences upon
n
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 26 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
the Works a
and Schedule.
7.4 Site Reg

gulations
The Subcon ntractor and itss sub-contracttors shall ensu

ure strict confo
ormity with all rules
r and reguulations issued
d by Contractor
and Employyer in connecttion with the ex xecution of thee Subcontractt Works, and the observancce of such regu ulations and of
any further regulations annd notices which may be isssued during th he course of th he execution oof the Subconttract Works.
7.5 Festivals and Religio

ous Customs
The Subcon ntractor and its sub-contractors shall, in a

all dealings witth labor in its employ,
e have ddue regard to all recognized
d
festivals, da
ays of rest an
nd religious orr other custom ms in the Coun ntry. Notwithstanding this, C Contractor maay for such ass
safety, operrational requirrements or Schedule deman nds require Su ubcontractor Personnel
P to w
work on such days.
d
7.6 Epidemic
cs
In the even
nt of any outbrreak of illness of any epidemmic nature, the
e Subcontracttor shall notifyy the Contractor thereof and
d
comply withh and carry out such regulations, orderss and requirem ments as mayy be made byy the Governm ment, the locaal
medical or tthe sanitary Authorities
A for the
t purpose o of dealing with and overcoming the same.
7.7 Disorderly Conduct
The Subconntractor shall at

a all times tak
ke all reasonab
ble precautions to prevent any unlawful, riiotous or disorrderly conductt,
by or amongst his emp ployees, and for the prese ervation of peeace and pro otection of peersons and property in the e
neighborho
ood of the Subcontract Work ks against the same. Any suuch disorderly conduct shalll be reported to t Contractor.
7.8 Industria
al Relations
The Subcon ntractor shall maintain and shall ensure tthat any his sub-contractor
s s shall maintaain good indus strial relations.
The Subco ontractor shalll ensure that neither the CContractor's nor
n the Emplo oyer's interestts in matters related to itss
employee, including butt not limited to,t rates of ppay, allowanc ces, amenities
s, overtime, ccollective barg gaining, union n
ps, discipline and
relationship a grievance e procedures sshall not be prejudiced.
p To this end, thee Subcontracto or shall, to the
e
extent neceessary, inform and consult th
he Contractor oon such matteers on his own initiative or ass otherwise wh
hen Contractor
may requiree.
7.9 Prohibite
ed and illegall Drugs
The Subconntractor shall not

n manufactu ure, import, bu
uy, sell, give, barter
b or otherw ermit, or suffer
wise dispose oof drugs, or pe
any such im
mportation, salle, gift, barter or disposal byy his or his sub
bcontractor's employees.
e
7.10 Arms and Ammunitiion

n give, barte
er, permit or oth
herwise dispo erson or persoons any arms or ammunition
ose of to any pe n
of any kind..
7.11 Labor L
Laws
The Subcon ntractor shall in

i all his dealin
ngs with the S
Subcontract lab
bor comply witth Project Co untry Labor Law,
L including
g
the provisio
ons relating too minimum wa ages and the ir payment, safety,
s sanitaryy conditions, hours of work
k and Medica al
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 27 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
Insurance rrequirements etc. The Sub

bcontractor sh
hall comply with
w the require
ements of anny Employer Nationalization
N n
program, if applicable.
7.12 Record
ds of Subcontractor's Pers
sonnel & Con
nstruction Eq
quipment
The Subcon ntractor shall submit to Conntractor weekl y or as otherw wise may be required by Coontractor a pe
ersonnel reporrt
and/or retuurn in detail showing
s the several
s classees / disciplines of personnel employedd by Subconttractor on thiss
Subcontracct, including itss sub-contracttors, as well a
as the severall classes / typ
pes of Construuction Equipm
ment, and suchh
other inform
mation relevannt to Subcontraactor's resourcces as the Co ontractor's Rep
presentative m
may require.
8. SUBCONT
TRACT PRICE
E AND TERM
MS OF PAYME
ENT
8.1 Subcon
ntract Price
8.1.1 In con
nsideration of the
t Subcontra act Works perfformed by the Subcontractor under the Suubcontract, an nd satisfactorilyy
completed, the Contractor shall compensate Subcontracto or based upon n the actual WWork volume and quantitiess
achievved. For the purposes of the
e Agreement a and the Subco ontract Price th
he total compeensation has been calculated d
from e
estimated qua antities consid
dered as of thee Effective Da
ate of the Sub bcontract, whicch amount to a Provisiona al
Subcontract Price e of:
[Currency of subco
ontract price]: [Sub
bcontract price
e in words]
8.1.2 The Prrovisional Suubcontract Prrice made up as detailed on TABLES inc cluded in ANN NEX 8 (Bill of Quantities
Q and
d
Unit Ra
ates) of Subco
ontract Agreemment is the suum obtained by y multiplying th
he all the quanntities indicate
ed in ANNEX 8
by the applicable Un
nit Rates of ea
ach discipline sset out in the same
s ANNEX.
The Qu uantities indica

ated in ANNEX X 8 (Bill of Qu
uantities and Unit
U Rates) of Subcontract
S A
Agreement of each
e discipline
e
are ind
dicative only annd shall be re-- measured ass final at the tiime of the Com
mpletion of thee Subcontractt Works.
The Un nit Rates set out

o in ANNEX X 8 (Bill of Qu
uantities and Unit
U Rates) of Subcontract A Agreement arre fixed for thee
duratio
on of the Subcontract and no ot subject to e
escalation and are inclusive of all compenssation for accomplishing the e
comple ete Subcontraact Works and d performing all obligationns to be carried out by thee Subcontrac ctor under thiss
Subcon ntract. Any and all costs and
d expenses forr labor, superv
vision, surveyoors, materials, tools, consum
mable suppliess,
equipmment, taxes, duuty, fees, conttingencies oveerhead and prrofit; and all otther expensess whether of a like nature or
o
not, req
quired to perfo
orm the Subco ontract Workss, including such work contingently and inndispensably necessary,
n are
e
deeme ed to be includ
ded therein.
The Un nit Rates shall not be subject to any flucttuations due too work volume e, any variatioons in exchangge rates nor to o
any inccrease or decrrease occurrin
ng by way of e escalation, infla
ation or fall in market pricess of Materials, utilities and/o
or
labor a
and the like.
It is em
mphasized tha at the sum statted in ARTICL LE 8.1 hereof is not the fina
al sum to be ppaid to the Sub bcontractor fo
or
executing the Subcontract Works. The actual su m to be paid to o the Subcontractor shall bee, subject to the provisions of
o
ARTIC CLE 8.1.3, the totals
t at the fix
xed Unit Ratess given in ANN
NEX 8 (Bill of Quantities
Q andd Unit Rates) of
o Subcontracct
Agreem ment and thosse Unit Rates s referred to in ARTICLE 3.2
3 (1), for th he Contractor approved ac ctual quantitiess
attaineed by the Subccontractor.
act No. : HGU

Subcontra U-
PART I. Ge
eneral Terms and
a Condition
age 28 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
8.1.3 Adjustm
ment of Subcontract Price
(a) Thee Unit Rates given

g in ANNE
EX 8 (Bill of Q
Quantities and Unit Rates)) of Subcontraact Agreemen
nt shall not be
e
adjussted.
(b) Witho
out prejudice to
o the generalitty of Article 8.1
1.3 (a) above, the final Subccontract Price payable by the e Contractor to
o
the S
Subcontractor may not alway ys be the sum obtained by multiplying
m fina
al quantities off the Works calculated as pe
er
the S
Subcontract byy respective Unit
U Rates.
The final Subcontrract Price (“F”) payable byy the Contracttor to the Sub
bcontractor shhall be calculated as per the
e
wing method.
follow
F= A
A+B+C
Wherre,
A=Tottal amount ob
btained by multiplying the fin
nal quantities of the Subcon
ntract Works innto the Unit Rates
R set out in
n
ANNNEX 8 (Bill of
o Quantities and Unit Ratess) of Subcontra act Agreement
B=Tottal amount of Variation

V Orde
er specified in Article 18 (Va
ariation in the Works)
W hereoff, if any
C=To
otal amount of the Daywork specified in Arrticle 8.2 (Day
ywork) hereof, if any
From the above calcculation, it sho

ould be recogn
nized that the adjustment sh
hall not be maade to each wo
ork item or uniit
rates, individually, but to the whole
e amount.
For the avoidance of

o any doubt, the final paymeent shall be caalculated by uttilizing all the w
work activities
s and unit ratess
set o
out in ANNEX 8 (Bill of Quan
ntities and Un it Rates) of Su
ubcontract Agreement.
8.1.4 The addjustment proovided in this Article

A 8.1 herreof shall not be applied to the cases whhere the Subc
contract Workss
shouldd be reduced or withdrawn n due to the a application of Article 20 (Re
emedies and Powers), 21(T Termination byy
Contrractor for Defa
ault) and 22(Te
ermination for Convenience) respectively.
k
8.2 Daywork
The Contracto
or may, if the Contractor sees it necessarry or desirable e, order that any
a additional or substitutedd work shall be
e
executed on a Daywork bassis. The Subco ontractor shal l then be paid for such workk under the coonditions and at
a the rates set
out in TABLE specified in ANNEX
A 8 (Bill of Quantities and Unit Rate es) of Subconttract Agreemeent. Any such Daywork shalll
be supported with Subcontrractor Daily Tiimesheets sig ned and subm mitted to the Contractor for rreview and approval.
8.3 No Claim
ms
8.3.1 The Co
ontractor shall not accept an ny Subcontracctor Claims forr additional pay
yment consideeration in resp
pect to, but not
necesssarily limited to
o, the following
g:
(a) Any misuunderstanding g, misinterpreta

ation or misap
pprehension in
n respect to any matter assoociated with or
o affecting the
e
proper exxecution of the
e Works;
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 29 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
(b) Any Workk contingentlyy and indispens

sably necessa
ary if such is re
equired to fully
y complete anyy part of the Works under the
e
Subcontrract;
(c) Any failure on the Subcontractor’s part to obtain s ufficient, corre

ect or accurate
e information ffor pricing and
d executing the
e
Works;
(d) Force Majeure and itss consequence

es upon the W
Works if any;
(e) Any Sub bcontractor faillure to observe

e any laws or rregulations as
ssociated with its execution aand completion of the Workss
until Final Acceptance e;
(f) Any Subccontractor failu

ure to sufficien
ntly finance or resource its operations so th
hat it can execcute the Works
s expeditiouslyy
in accorrdance with the Subcontractt and Time forr Completion;
(g) Any and all rework and/or repair wo

ork attributable
e to Subcontra
actor’s fault.
8.4 Terms o
of Payment
8.4.1 The Suubcontract Priice shall be pa

aid as specifie
ed in the ANNNEX 1 (Price Schedule
S and Payment Con nditions) of the
e
Subcoontract Agreem ment. The procedures to bee followed in making
m applicattion for and prrocessing paym
ments shall bee
those outlined in the same Agree ement.
8.4.2 ayment made by

No pa b the Contrac
ctor shall be d eemed to constitute accepta
ance by the Co
Contractor of th
he Subcontracct
Workss or any part thereof.
t
8.4.3 The ccurrency or cuurrencies in which

w paymen nts are made to the Subcontractor undeer this Subcon ntract shall be
e
speciffied in PTC an
nd all paymentts shall be ma
ade in the currrency or curren
ncies specifiedd in the same PTC.
8.4.4 Advan
nce Payment
The Coontractor shall make an addvance payme ent, as an intterest-free loan for mobilizaation and des
sign, when thee
Subcoontractor subbmits a guaran
ntee in accord
dance with this
s Sub-Clause including the details statedd in the PTC. If
the PT
TC does not provide:
p
(a) the
e amount of th
he advance pa
ayment, then tthis Sub-Claus
se shall not apply;
a
(b) the
e number and
d timing of installments, then
n there shall be only one;
(c) the
e applicable currencies
c and proportions , then they sh
hall be those in which the Subcontract Price
P payable;
an
nd/or
(d) the amortization

n rate for repa
ayments, then
n it shall be calculated
c by dividing
d the tootal amount of
o the advance
e
pa
ayment by the Subcontract Price
P stated in
n the Subcontrract Agreemen nt
The C
Contractor sha all pay the firstt installment a
after receiving a Performanc
ce Bond and aan Advance Payment
P Bond.
Unlesss and until the
e Contractor receives this g guarantee, adv vance paymennt shall not be paid.
The a
advance paym ment shall be repaid throug h proportional deductions in interim paym ments. Deducctions shall be
e
madee at the amortizzation rate sta
ated in the PTC
C, which shall be applied to the amount ootherwise due (excluding the
e
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 30 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
advannce payment and

a deductions and repaym
ments of retenttion), until such time as the aadvance paym
ment has been
n
repaid
d.
If the advance paym ment has not been repaid pprior to the issue of the Fina
al Acceptance Certificate for the Works or
prior tto termination
n under Claus se 19 [Suspennsion of Work k], Clause 21 [Termination by Contracto or for Default],
Clausse 22 [Termina ation for Conv
venience], Cla
ause 23 [Force e Majeure], th
he whole of thhe balance the
en outstandingg
shall iimmediately become
b due an
nd payable byy the Subcontrractor to the Contractor.
C
8.4.5 Appliccation and Schedule for Inte

erim Paymentts
8.4.5.1 The Subcontracto or shall submitt an invoice in

n duplicate to the Contracto
or at the 5th dday of each month in a form
m
apprroved by the Contractor,
C sh
howing in deta ails the amounnts to which th
he Subcontracctor considerss himself to be
e
entitlled in conside
eration of the Subcontract Work execute ed up to the end
e of the preevious month together with h
suppporting documents which sh hall include thee relevant repo
ort and other evidence
e on pprogress of wo
ork.
8.4.5.2 The C
Contractor sha
all confirm and
d approve the invoice mentio
oned in 8.4.5.1
1 above withinn 15 days from
m the receipt byy
the C
Contractor of such invoice unless the Coontractor disap
pproves any oro all items in the invoice with
w supporting g
particulars.
8.4.5.3 The Contractor sh hall pay to the

e Subcontractoor the undispu
uted amount in
n the invoice aapproved by the
t Contractor
within 30 days from
m the date of his approval.
yment by the Employer

8.5 Non Pay
The Employer’s payment to o the Contracttor of such fun

nds shall be ann express con
nditions preceddent to any obbligation of the
e
Contractor to pay such fund
ds to the Subccontractor. Subbcontractor ag
grees to accep
pt the risk of noon-payment, iff the Employer
does not pay subcontractorr’s construction draws or fin
nal payment too the Contracto
or.
ANK GUARAN
9. BOND (BA NTEE)
9.1 Advan
nce Paymentt Bond
9.1.1 The Subcontractor shall,

s within fo
ourteen (14) d
days of the Efffective Date, provide
p an onn-demand and unconditiona
al
bank g
guarantee in an
a amount eq qual to the ad
dvance payme ent calculated in accordancce with PTC (the “Advance e
Paymeent Bond”).
9.1.2 The A
Advance Paym ment Bond shall be in the fform providedd in ANNEX 131 (Form of B Bank Guaran ntee) or, if not
ed therein, in another form acceptable to
provide o the Contracto nt of the Advaance Payment Bond shall be
or. The amoun e
reduceed in proportio
on to the amou
unt of the Adva
ance Paymentt deducted by the Contractoor from each Subcontractor’ss
payme ent invoice. Th
he Advance Pa ayment Bond shall automattically become
e null and void when the full amount of thee
Advance Payment has h been recovered by the C Contractor.
9.2 Perform
mance Bond
9.2.1 Unlesss otherwise prrovided in PTC

C, the Contracctor shall, on or
o before the Effective
E Date, provide an on
n-demand and d
uncondditional bank guarantee fo or the due pe erformance off the Subcontract Works iin the amoun nt specified in
n
PTC(“P
Performance Bond”).
B
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 31 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
9.2.2 The Pe erformance Bond shall be in the form pro ovided in ANN NEX 13 (Form m of Bank Gu uarantee) or, if not provided
d
therein
n, in another foorm acceptablle to the Contrractor.
In the event the termms of the Perfoormance Bond d specify its ex
xpiry and the Subcontractorr has not beco
ome entitled to
o
receivee the Final Accceptance Certificate by the e date of 28ddays prior to such
s expiry daate, the Subcoontractor shalll
extendd the validity off the Performa
ance Bond unttil the Works have been commpleted and anny and all defe
ects have beenn
remedied by the Sub bcontractor.
hstanding anyything to the co

Notwith ontrary contaiined herein, th
he Performanc
ce Bond shall become null and void upon
n
the datte of fifteen (15) days after the first to occcur of:
(a) Pa
ayment to the Contractor
C of all amounts avvailable underr the Performa
ance Bond;
(b) The written relea

ase by the Con d all of his liabiilities in accord
ntractor of the Subcontractor from any and dance with the
e
terrms and conditions of Subcontract; and
(c) Th
he completion of the last to occur during G
Guarantee Pe
eriods under th
his Subcontracct
9.2.3 The C Contractor shaall have the rig

ght to immedia ately draw any undrawn sum m guaranteed uunder Perform mance Bond (a)
to saatisfy the Subccontractor’s lia
abilities to the Contractor in the event of :
(a) fa
ailure by the Subcontractor
S to
t extend the vvalidity of the Performance Bond, in whichh event the Co ontractor claim
m
the ffull amount of the Performan nce Bond;
(b) a termination of
o the Subconttract due to the e default of Su
ubcontractor in accordancee with Article 21 herein; or
(c) b
breach of the Subcontract
S byy Subcontracto or
9.2.4 The C
Contractor mayy retain an amo ount to be ded
ducted for retention calculate
ed by applyingg the percentage of retention
n
speccified in PTC, ifi the retention
n money provi des in PTC.
The Contractor will retain each retention mon nies and releasse the retentio
on money in acccordance witth PTC.
9.2.4 The Coontractor mayy deduct parts of payment foor retention unttil the amount so retained byy the Contracttor reaches the
e
limit o
of retention money stated in
n PTC. The ra ate of deduction (the perceentage of reteention) will be determined in n
accorrdance with PT TC. The Conttractor will rele
ease the reten
ntion money in accordance w with PTC.
10. INSPECT
TION & TESTING
10.1 Quality
y of Materials
s, Workmansh
hip and Tests
s
The Subcontractor shall submit to the Contractor fo or approval of the quality co

ontrol program
m to be implem
mented by the
e
Subcontracctor for monitoring the qualitty of the Workk.
All materia
al and workmanship shall be of the resspective kinds s and standards described in this Subco ontract and in
n
accordance e with the insstructions of the Contracto or. Unless otherwise specifically providded in this Su ubcontract, alll
equipment, materials and d articles incorrporated in thee Work are to be new and ofo the most su itable grade foor the purpose
e
intended annd all Work are
e to be of goood quality, freee from faults an
nd defects and
d in conformityy with this Sub
bcontract.
The Subconntractor shall also

a furnish to
o the Contracto or for its appro
oval full inform
mation and sattisfactory evidence as to the
e
kind and qu
uality of the ma
aterials or articles which it ccontemplates to t incorporate e in the Work.
All Materialss and workma

anship shall be
e subjected fro
om time to time
e to such tests
s as the Contraactor may dire
ect at the place
e
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 32 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
of manufacture of fabricaation or on the Site or at succh other place or places as may

m be speciffied in the Sub bcontract or ass
Contractor or Employer may
m require. TheT Subcontra actor shall prov
vide such assistance, instru ments, machines, labor and d
materials ass are normallyy required for examining, m easuring and testing any Works
W and the quality of any Material used d
and shall suupply sampless of Materials, before incorp poration in the
e Subcontract Work, for testting as may be e selected andd
required byy the Contracto
or. The Subcon ntractor shall b
be responsiblee for ensuring that
t all samplees are truly rep
presentative of
the productt under considderation.
If any of the
e materials or workmanship is not in accoordance with th
he provisions of
o this Subconntract, the sam
me shall, at the
e
cost of the Subcontracto or, be replaced
d, rectified or reconstructed
d as the case may be, andd all rejected materials
m shalll
promptly be e removed from m the Site.
10.2 Cost off Tests
The cost of carrying outt any test including supply of samples shall s be borne e by the Subccontractor unless otherwise e
provided byy the Subcontrract. If any tes
st is ordered byy the Contracttor which is no
ot detailed norr is expected frrom the text or
intent of thee Subcontractt or which is to
o be carried oout by an indeppendent perso on at any placce other than thet Site or the e
place of ma anufacture or fabrication
f of the
t Materials ttested, then thhe cost of suchh test shall be borne by the Subcontractor
if the test sshows the workmanship or Materials nott to be in accordance with the provisionss of the Subc contract or the e
Contractor'ss instructions, otherwise thee costs shall b
be borne by the Contractor.
10.3 Inspection and Testting
(a) The Subcontractor shall be responsible for enssuring that all testing of ma
achinery, Mateerials and Equipment to be e
incorporrated in the Works
W are carried out in a
accordance wiith the law, in
nternational sttandards, pro
ovisions of the
e
Subconttract and sounnd engineering
g practice.
(b) The Con ntractor and Employer shall have the rightt at all times to
o inspect, chec ck the progresss of manufacture/fabrication
n
and worrkmanship or/and witness tests of machi nery, Materials and Equipm ment along witth the Subcon ntractor at anyy
place w
where machine ery, Materialss and Equipm ment are being g manufacture ed or fabricatted or are othherwise under
preparation at placess where Work ks are being ccarried out, orr alternatively on Site. Insppection or non n-inspection or
witnessiing or non-wittnessing by th he Contractor shall not be construed as acceptance oof any part off the Works or
servicess nor shall it re
elieve the Sub his responsibiilities for said items to compply with the Su
bcontractor of h ubcontract andd
the Projject Specifica ations. All maachinery, Mate erials and Eqquipment shall be free froom defects an nd capable of
performing their respe ective function
ns.
(c) During eexecution of the

t Subcontra act Work, the Subcontractor shall give th he Contractor at least 24 ho ours’ notice in
n
writing o
of the date and
d place which the machineryy, Materials an nd Equipment will be ready ffor inspection and testing. In
n
case of failure by the Contractor to attend the pla
ace on the datte which the Subcontractor
S has stated in his notice, the
e
Subconttractor may prroceed with the tests and sh hall forthwith fo
orward to the Contractor
C dully certified cop
pies of the test
results b
before shippinng.
(d) All fore

egoing provissions shall be e applicable too all of Subc contractor's suub-contractorss. It is the Subcontractor'ss
responnsibility to inse
ert adequate provisions in an
ny and all of itts Purchase Orders
O and enssure those are e replicated byy
its sub--contractors.
ubcontractor shall comply with

(e) The Su w the require
ements of the Employer's Quality
Q Assura nce and Conttrol, Inspection
n
and Tessting as define
ed in ANNEX 10
1 (Employerr’s Requiremeents) of the Subcontract.
(f) If as a re
esult of inspecction, examina
ation or testing
g the Contracttor decides tha
at any machin ery, Materials
s or Equipment
or the w workmanship associated withw such is de efective or ottherwise not in accordancee with the Subcontract and d
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 33 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
Specificcations, Contraactor may rejeect such machhinery, Materia

als or Equipment and notifyy Subcontracto or his reasonss
accordinngly. Subcontrractor shall the
en promptly m
make good the deficiencies too ensure comppliance with th
he Subcontracct
and Spe ecifications. The
T remedied machinery, M Materials or Equipment
E shall then be ree-inspected / re- tested, at
Subconttractor's cost.
Notwithstannding the afore ementioned, Contractor

C at itts discretion may
m reject any such Subconttractor machin nery, Materialss
or Equipme ent in its entire
ety and determ
mine that the r ppsejected mac chinery, Materrials or Equipm
ment must be manufactured d
/ fabricated a new, at Subcontractor's cost. If any su uch re-testing of Materials and
a Equipmennt, or alternativ vely, completee
replacemen nt causes delays to the Su ubcontract Wo orks, such de elays shall be recovered byy Subcontractor at its own n
expense.
10.4 Access
s to the Work
k or Site
10.4.1. Thee Contractor shall,

s so far as s it is within t he Contractorr's control, endeavor to maake the Site av vailable to the
e
Subbcontractor and permit the Subcontracctor reasonab ble access fo or conductingg its Works. However, the e
Subbcontractor shhall not have exclusive
e use of the Site; Co ontractor and Employer resserve the right to admit at alll
timees other partie
es in privity off contract with either the Co ontractor or the
e Employer too the Site and Subcontractor
shaall cooperate and
a co-ordinate with those o other parties in
n order that the
e Subcontract Works and the work of such h
otheer parties can
n be carried out expeditioussly in the overrall best intere ests of Contraactor and Empployer and the e
Prooject.
10.4.2 Thee Subcontractoor shall afford other subconttractors reaso

onable opportuunity for the inttroduction or storage
s of their
matterials and equipments and d the execution
n of their workks, and shall properly
p conneect and coord dinate its Workk
with
h them.
10.4.3 If pproper execution of any part

p of the Su ubcontractor’s s Work depen nds on the w work of any other
o separatee
subbcontractor, the Subcontracttor shall promp ptly report to the
t Contractorr any apparentt discrepancie es or defects in
n
the work of other subcontractorrs that render iit unsuitable fo
or proper exec
cution of the Suubcontractor’s
s Work. Failure
e
of tthe Subcontraactor so to rep
port shall connstitute an acc ceptance of th
he other subccontractor’s Work
W as fit and
d
proper.
10.4.4 In th
he event that it may be nece
essary to coord dinate the Sub
bcontractor’s Work
W with thosse of others on
n Site engagedd
by tthe Contractorr at the same time
t or at som
me other time, the Contracto
or shall determmine, in coordin
nation with the
e
Sub bcontractor, th
he order of prriority in such cases and no claim by the Subcontracctor for extens sion of time or
indeemnification in
n connection with
w the above e or as a consequence there eof shall be enntertained.
10.4.5 Thee Contractor and

a any perso on authorized by the Contra actor shall at all
a times havee access to the Subcontracct
Woorks, to the Site
e, to all workshhops and placces where worrk is being prepared or wherre Materials annd Equipmentt,
man nufactured artticles, or mac chinery are be
eing obtained for the Subco ontract Work aand the Subcoontractor shalll
affo
ord access to every
e facility and
a assistance e in exercising
g the right of such
s access.
10.5 Examin
nation of Worrk Before Cov
vering Up
No Work sh hall be covered up or put ouut of view witho

out the approv
val of the Contractor and thee Subcontracttor shall afford
d
full opportunity for the Co
ontractor to ex
xamine and me easure any woork which is about to be covvered up or pu
ut out of view.
The Subcontractor shall give due notice to the Con ntractor whene
ever and suchh Work is readdy or about too be ready for
n and the Con
examination ntractor shall, without unrea asonable dela
ay, unless the Contractor coonsiders it unn
necessary andd
has advised
d the Subconttractor accordiingly, attend fo
or the purpose
e of examining
g and measuriing such Work ks.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 34 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
If the Subco
ontractor fails to
t comply withh the above pro
ovision, then the
t Subcontractor shall at hiis own expens se uncover anyy
part of such
h work or make e openings in or through the
e same as ma ay be required by the Contraactor for the pu
urpose of such
h
examinationn or measurem ment and reinsstate the samee thereafter.
10.6 Remov
val of Imprope
er Work and Materials
The Contra
actor shall during the progress of the Subccontract Work
ks have powerr to order from
m time to time:
(a) the rem

moval from thee Site, within such time or timmes as may be
b specified in the order, of any Materials or Equipment
which, in
n the opinion of
o the Contrac ctor, are not in
n accordance with
w the Subco ontract; and
(b) the sub

bstitution there
eof with properr and suitable Materials or Equipment;
E an
nd
(c) the rem

moval and proper re-execution, notwithsta anding any prrevious test th
hereof or paymment therefore e, of any Workk
which iin respect of Materials,
M Equipment or worrkmanship is not,
n in the opin nion of the Coontractor, in ac
ccordance with
h
the Subbcontract; andd
(d) the Sub

bcontractor sh
hall search for the cause(s) o
of any defect, damage or malfunction.
m
The Subcon ntractor, as pa art of his oblig

gations, shall ssupervise, ins
spect and/or te est any Workss, Materials, Equipment
E andd
workmansh hip of his or hiss sub-contractors so as to en nsure or certify
y fully that con
nformance andd/or performan nce of Materiaal
or Equipmeent manufactured and/or sup pplied and/or installed or errected and workmanship appplied are of be est quality andd
standard in accordance withw their resp pective specificcations and so ound Enginee ering practice, consistently complete
c in alll
respects forr the purpose intended and eventual delivvery of the Facilities by Con ntractor to Empployer.
Subcontracctor's obligatio
on to Contractor in this resp
pect is to imm
mediately take proper actionn to remedy or
o remove and d
replace impproper Works and defective e Materials andd Equipment with
w the minim mum disruptionn to the Workks, without anyy
extra costs or delay to Coontractor/Emp
ployer.
actor fails to re
If Subcontra emedy the defficiencies or re
eplace defectiv
ve Materials an
nd Equipmentt rejected by Contractor
C after
being notified, Contracto or shall be en
ntitled to emplloy and pay other
o person to carry out tthe same and d all expensess
consequentt thereon or incidental
i thereto shall be recoverable from
f the Subcontractor byy the Contracttor or may be e
deducted byy the Contracttor from any monies
m due or wwhich may beccome due to thhe Subcontracctor, or alterna
atively from thee
Performancce Bond.
ESS
11. PROGRE
11.1 Rate o
of Progress
Subcontracctor shall main

ntain a rate of progress com
mmensurate with
w the require d the planned
ements of the Schedule and d
rate of progress reflecte
ed in the prog
gramme for co
ompleting the Subcontract Works.
W
eason, which does

If for any re d not entitle
e the Subcontrractor to an exxtension of tim
me, the rate of progress of thhe Subcontracct
Works or an ny section therreof is in the opinion of Conttractor too slow
w to ensure tim
mely completioon of preset Milestones or byy
the prescrib bed Time for Completion,
C or
o progress ha as fallen behinnd and may fa all further behhind, the Contractor shall soo
notify the S Subcontractorr and the Sub bcontractor shhall thereupon n take such steps
s as are necessary an nd effective to
o
expedite prrogress sufficie ently to recove er the shortfalll. Recovery of the progresss shortfall shalll include such
h measures ass
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 35 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
increased labor resourcces and Cons struction Equ uipment, introd ducing perforrmance incenntives for worrkers, working g
extended hours and Overtime or altern
natively workin ng shifts (if shifts are approvved by Employyer) including among
a others,
ntractor may also schedule such
the Subcon s activitiess in parallel witth other activitties as it may deemed to be
e necessary.

n be entitled to any extenssion of Time fo
or Completion and/or additioonal payment for
f taking such h
steps. If the
e Subcontracto ke such stepss within seven (7) days after the said noticce to the Subc
or does not tak contractor, the
e
Contractor shall have th he right to have other su bcontractors expedite prog gress of the Subcontract Works at the e
Subcontracctor's cost. Alternatively
A Contractor
C itse
elf may applyy remedial me easures to thee Works, this s may include e
separating a portion of th he incompletee Subcontract Scope of Work and either conducting suuch separated d portion by itss
own meanss or assigning it to others. In n such case C ontractor shalll issue to Sub
bcontractor a V
Variation Ordeer reducing thee
Scope of W Work, Subconttract Price an nd Time for Co ompletion, as
s applicable. In such event Subcontracto or shall not be
e
entitled to sseek any comp pensation from
m Contractor.
11.2 Mitigattion
Irrespective
e of the causee of any disru
uption or delayy to the Subc contract Works, including thhe event of Force
F Majeure,
Subcontracctor shall as an express obligation of thiss Subcontract apply mitigation measures to such part or parts of the e
Work disruppted or delaye
ed in order to minimize
m or eliiminate the ne
egative influen
nces of such d isruption or de
elays upon the
e
Works and Time for Com mpletion.
11.3 Delay o
of Drawings or
o Documents
The Subcontractor shall give notice too the Contracttor whenever the Works are e likely to be ddisrupted or delayed
d by the
e
absence off any necessary drawings, drawing
d revisio
ons or their Ap
pproval, any in
nstructions orr other docume ents not made e
o Subcontracttor within rea
available to asonable time . Subcontracttor's notice too Contractor sshall include details of the e
drawings, in
nstructions or other documeents required aand the reasonns required by
y a particular tiime, for Contractor's review
w,
consideratio
on and exped diting. Subcon
ntractor acceppts that such timely details may also bee required by Contractor for
expediting o
other subcontractors, Suppliers, Vendorss or Employer.
The Subconntractor shall proceed

p with those
t work fro
onts for which it has Approved For Constrruction docum
ments and shalll
endeavor to
o work around d any parts or sections of thee Works on Hold until such time as the doocuments or details
d on Hold
d
become avaailable, withou
ut claiming addditional time o
or cost conside
eration.
The Subco ontractor acce epts that if he

e fails to provvide Contracto
or timely with sufficient addvance detailss of drawings,
instructionss or other docu uments requirred for timely p
performance of
o the Works oro parts thereoof, in the even
nt of delay, he
e
shall not bee entitled to an
ny additional consideration.
c
11.4 Disruption or Delay

y of Progress
Without preejudice to any of Subcontracctor's other oblligations, the Subcontractor

S r shall give writtten notice to the Contractor
with detailss of the circum
mstances whe enever plannin ng or progress of the Subc contract Workks is likely to be delayed or
disrupted bby negative inffluences, and shall further d
detail the mea asures necess sary to minimiize the effects s or overcome e
such negative influencess. Subcontractor accepts tha at providing de etails of such negative influuences is also necessary for
Contractor'ss planning an nd manageme ent of its resp ponsibilities and
a may additionally be reequired to sub bstantiate anyy
requests froom Subcontractor to Contraactor or Contra actor to Emplo oyer for Time or
o Cost considderation.
The Subcon ntractor acceppts that if he fa

ails to timely p
provide Contra
actor with suffficient details oof negative influences upon n
the progresss of the Workks, he shall no ot be entitled to
o appropriate consideration
n. Neverthelesss, Subcontrac ctor shall in no
o
case be enttitled to any exxtension of tim
me or cost com mpensation thaat exceeds tha at which is appproved by the e Employer.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 36 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
11.5 Extens
sion of Time
The Subconntractor shall be

b entitled, subject to other p
provisions of this
t Subcontra act including AArticle 25 (TIME E LIMITATIONN
OF SUBCO ONTRACTOR CLAIMS), to request r an Exttension of Tim
me for Completion if and to thhe extent that completion
c willl
be delayed by any of thee following circ
cumstances an nd that such circumstances
c s affect the Criritical Path of the
t Works and d
the agreed Time for Commpletion:
i) Variattion to the Works;
ii) Excepttionally adversse weather co

onditions [subjeect to whetherr Contractor is
s granted exteension of time for completion
n
by Emp
ployer relating
g to this condittion under the Main Contracct];
iii) Force
e Majeure; or
iv) a causse of delay givving an entitlement to exten

nsion of time under
u this Subcontract.
v) Any delays caused by Contracto a responsible and which ccannot be ove

or or those forr whom they are ercome by the
e
dient applicatio
exped on of mitigatio
on measures o or extended working by Sub
bcontractor,
provided, ho
owever, that thhe period of Ex
xtension of Tim
me for Comple etion under this Subcontractt shall not exce
eed any period
d
of extension
n of time for completion allo
owed to the Co ontractor by th
he Employer under
u the Mainn Contract.
Should the Subcontracto

or consider him
mself entitled tto an Extensio
on of Time for Completion, tthe Subcontra
actor shall give
e
notice to Contractor as
a soon as possible an nd in accord dance with ARTICLE
A 255 (TIME LIM MITATION OF F
SUBCONTRACTOR CLA AIMS) and sha all submit full p
particulars and supporting evidence
e to Coontractor.
Any Subcontractor Claim ms shall only be considered d by the Conttractor if the Subcontractor
S r has first disccharged all itss
obligations to Contractorr both expres ss and implicitt including thee obligation too mitigate thee effects of su uch delays ass
discussed above, irresspective of whether
w suchh delays ariise from the e Employer, the Contrac ctor or other
contractors//sub-contracto
ors, to the sati
isfaction of Co
ontractor. Furt
thermore, no time extensionn shall be allow
wed under thiss
ARTICLE fo or any period overlapping
o with delays due e to any cause for which Sub bcontractor is nnot entitled to request a time
e
extension uunder the Subccontract.
SHIP AND TIT

12. OWNERS TLE
12.1 Title to
o the Works
The Subcon ntractor warra

ants good title to all parts off the Subcontrract Works, of which title annd property shall pass to the e
Contractor oon delivery at the Site. Upon
n delivery at th
he Site, the Subcontractor sh hall, if so requiired by the Co ontractor, issue
e
a written sta
atement contaaining confirmaation by his reelevant subcon ntractors that there
t is no reteention of title with
w respect to o
the item off the Subcontract Works in i question. T Title to and property
p in ite
ems furnishedd by the Con ntractor to thee
Subcontracctor for use in the
t Subcontra act Works sha all not be veste
ed in the Subccontractor.
Such transffer of title and property shall in no way affe

ect Employer and Contracto or rights or thee Subcontractoor's obligationss
as set forth in other provisions of this Subcontract.
S N
Nothing provide
ed for in this article
a shall rel ieve the Subc
contractor from
m
ons under Articcle 6.11(Care of the Works)).
its obligatio
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 37 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
12.2 Title to
o Construction Equipmentt
Without pre ejudice to the provisions off Article 21 (TTERMINATION N BY CONTR RACTOR FOR R DEFAULT) hereof, title to o
Subcontracctor's Constru uction Equipm ment, Tempora ary Works su upplied by thhe Subcontracctor shall nott pass to the e
Contractor. Materials and d Equipment supplied
s by Suubcontractor and not required for the perm manent Works and which are e
left over folllowing comple
etion of the Wo
orks shall rema ain the properrty of Subcontrractor and shaall be removed
d from the Site,
unless Contractor and Su ubcontractor agree
a to altern
native arrangements for such Materials & Equipment.
12.3 Owners
ship of Drawings & Docum
ments
Ownership and copyrightt in respect of all drawings, sspecifications, requisition, ca

alculations annd other docum
ments suppliedd
to the Conntractor or thee Employer by b the Subco ontractor and/o or any of its sub-contractoors in connection with the e
Subcontracct Work shall be
b vested in the Contractor o or the Employeer, and these drawings, speecifications, caalculations and
d
other docum
ments may on nly be used for the purpose of designing, construction, operation, maaintenance, re epair, revision,
reconstruction of or exten
nsion or additions to the Su bcontract Worrks and/or Fac cilities as appllicable.
gs, reports, miicrofilms, softw

All drawing ware, results, studies, calc a and all otherr documents or information
culations, data n
including Ass-built Drawings, Operatingg & Maintenan ce Manuals in n respect of Syystems or Insttallations of th
he Main Workss
and Projectt produced orr prepared by or for Contra ctor and Subc contractor in physical
p or eleectronic form for and in the
e
course of or as a result of
o performance e of the Workss shall be the exclusive
e propperty of Emplooyer.
Notwithstannding the gen nerality of the aforemention ned, ownership of data and software prroprietary to or o licensed byy
Subcontracctor or its sub--contractors and
a expressly identified as so and accepted by Contraactor/Employe er shall remain
n
with Subcoontractor or its sub-contrac ctors. Subcon ntractor shall take all reaso onable actionns and make all necessaryy
arrangemen nts to ensure that
t Contractoor and Employyer is legally entitled to free use of such daata and softwa
are.in the form
m
of a perpetu
ual, non-terminable, nonexc clusive, royaltyy-free license.
12.4 Liens a
and Claims
If at any tim
me during the term of the Subcontract,
S th
here should be
b evidence of any lien agaainst the Conttractor's or the e
Employer's property or off the existence e of any Claimm for which the
e Contractor or the Employeer might be or become liable e
and which cchargeable to the Subcontra actor or any o
of his sub-conttractors, the Contractor
C andd/or the Emplooyer shall havee
the right to retain out of any amounts invoiced by tthe Subcontra actor an amou unt sufficient tto indemnify completely
c the
e
Contractor o or the Employyer until such lien or Claim b
becomes invalid or, if such lien or Claim bee valid in the Contractor's
C or
the Employer's sole judgm ment, the Conttractor or the EEmployer may y deduct the ammount so retai ned from any amount due to o
the Subcon ntractor under the Subcontra act.
12.5 Liens a
and Claims Release
R

n file or perm
mit (and shall e
ensure its subcontractors do o not so file orr so permit) an
ny claims, lienss
or charges of any nature e against the Contractor’s pproperty, the Subcontract
S Works,
W or anyy portion of the e Project. Thee
Subcontrac ctor shall indemmnify the Con tractor from a nd against an y and all liens
s made, exerci ised or asserted against the
e
Contractor or its property, the Subcon ntract Works b by the Subco ontractor, any subcontractorr and its or th heir respectivee
employees or by any other person who omsoever whe ether by judicia
al action and/o or other proceeeding and arising from or in n
respect of the Subcontractor’s perform mance of Subco ontract Workss.
The Subcon ntractor shall submit

s to the Contractor,
C equired by the Contractor, ann affidavit giving a complete
ass and when re e
release of liiens and Claim
ms in relation to the Subconntract Works.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 38 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
13. CONSTRUCTION EQU

UIPMENT. TEM
MPORARY W
WORK AND MATERIALS
13.1 Constrruction Equip

pment; Exclus
sive Use for tthe Works
All Construcction Equipment, Temporary y Works and M Materials prov vided by the Subcontractor
S shall, when brought
b on thee
Site, be deemed to be exxclusively inten nded for the e execution of th he Subcontrac ct Works and the Subcontra actor shall not
remove the ssame or any part
p thereof, ex xcept for the p purpose of mo oving it from one part of thee Site to another, without the
e
written conseent of Contracctor, or otherwiise if a particullar item or item
ms of Construcction Equipmeent are no long ger required for
the Works.
13.2 Importing of Constrruction Equip

pment & Mate
erials
Unless othe ed for in the Subcontract, th e Subcontracttor shall be responsible for oobtaining all im
erwise provide mport licensess
and other permits requiired for the im mportation intto and use inn the Country y of items off Equipment, Materials and d
Constructioon Equipment which are to be b procured byy the Subcontrractor from sources outsidee the Country and a to be used d
at the Site.
13.3 Custom
ms Clearance
e
The Subconntractor shall be responsible for complyinng with all Cus

stoms procedu
ures and the ppayment of Im
mport Duty and
d
Taxes and the like unlesss otherwise prrovided by the
e Subcontract.
13.4 Repair//Replacemen
nt and Provisiion of Constrruction Equip
pment
If, in the opiinion of the Co

ontractor, any item of Constrruction Equipm
ment is unsuita
able or becom
mes no longer suitable
s for the
e
purpose intended and/or the number of o items of Connstruction Equuipment is inad
dequate, the S
Subcontractor shall repair or
replace succh unsuitable Construction Equipment w with suitable Construction
C Equipment andd/or additionally provide thee
requisite fu urther numberr of Constructtion Equipme nt commensu urate with the
e Work and S Schedule requuirements and d
execution o obligations.
13.5 Remov
val of Constru
uction Equipm
ment
Upon Comp pletion of the Subcontract

S Works
W the Sub om the Site all its Constructiion Equipment
bcontractor shall remove fro
and Tempo orary Works re emaining there
eon and any un als or Equipme
nused Materia ent provided bby the Subcontractor, unlesss
otherwise a
advised by Contractor.
The Contraactor may insttruct to Subco ontractor to s ubmit demobilization plan including amoong others, all construction n
resources ssuch as but no
ot limited to lab
bors, equipmen nt on site and demolish all existing and tem
mporary structures utilize byy
the subconttract as tempo
orary offices, shelters,
s bunkkhouses and site accommod dation.
14. TIME FOR

R COMPLETION AND LIQU
UIDATED DA
AMAGES
14.1 Time forr Completion
14.1.1 Time iss of the essen

nce and the Su ce the Works with due expeedition on the Effective Date
ubcontractor sshall commenc e
set forrth in the Sub
bcontract Agre
eement and sshall proceed with the Worrks with due ddiligence and expedition, inn
accorddance with thee time Schedule for the Sub
bcontract Work
ks as specified
d in ANNEX 4 (Schedule of o the Works)).
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 39 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
The Time for Completion shall be the date set fforth in Article 14.1.1 of PTC
C.
The Suubcontractor shall

s guarantee to the Contrractor that thee Subcontracttor shall compplete the wholee of the Workss
except for any minorr items specific
cally identified
d by Subcontra
actor, subject to the Contracctor’s approva
al, on or before
e
the datte as specified
d below or as may be extend ded by Contra
actor ;
For thee purpose of this Article, thhe Subcontracct Works (or any
a specified part thereof) shall not be considered ass
substantially comple eted for the purposes of Worrk Completionn until the date
e so approved by Contractorr and issuance
e
of the rrequisite Certificate of Work
k Completion for all the Subcontract Worrks under the Subcontract, save for otheer
continu
uing provisionss and obligatio d with Warran
ons associated nties and Guarrantees.
14.1.2 Reco
overy of Delayys
If at any time the Sub bcontractor fails to maintain sufficient prog t Schedule oof the Subcon
gress to meet the ntract Works ass
per AN NNEX 4 (Sche edule of the Works),
W unlesss such delay iss solely due to
o one or more rreasons listed d in Article 11.6
6
(Extenssion of Time) herein, the Su ubcontractor sshall immediattely under its own
o initiative aand at its own
n expense take e
the reqquisite effectivve corrective action
a sufficien
nt to recover such
s delay, failing which Suubcontractor shall
s take such h
recove ery measures as a may necessarily be instrructed by the Contractor,
C witthout additionaal costs
In the event any de elay or shortfa

all in progresss is solely attrributable to on
ne or more reeasons listed in Article 11.6 6
(Extennsion of Time) herein, Subco ontractor shal l nevertheless s introduce rec
covery measuures to mitigatte the negative e
effectss upon the Wo orks, correct th
he delay or othherwise followw Contractor’s instructions inn this regard. In such eventt,
Subcontractor shall provide the Contractor w with full detailss of the circumstances andd the Parties shall discusss
correcttive measuress and any additional consid deration that Subcontractor may unavoiddably require in addressing g
such. If these recovvery measures s cause the CContractor to in ncur additionaal cost, the Coontractor shall be entitled to
o
deductt this cost from
m the Subconttract Price, in aaddition to the
e amount of Liquidated Dam mages under the Contract.
14.1.3 Inspe
ection Checkss & Tests on Completion
C
For the
e purpose of completing
c the
e Subcontract Works, as ap pplicable there
eto, the Subcoontractor’s obligations in thiss
respecct shall include
e the conductin
ng of all Testss pursuant to the
t requisite Contractor/
C Emmployer proced dures included d
elsewhhere in this Subcontract for that
t purpose.
The Suubcontractor shall

s supply sufficient As-buiilt drawings, documents, rec
cords and instr
truction manua
als and the like
e
to enab
ble such checks and tests of
o the Works to o be conducte ed successfully
y.
14.2 Liquida
ated Damage
es for Delay
14.2.1 Delay in Completio

on for the Sub
bcontract Workks
If the S
Subcontractor fails to comple
ete the Workss in accordancce with pre-esttablished Milesstones(as app plicable) by the
e
time foor work completion of the e Works spe ecified in ANN NEX 4 (Scop pe of Workss) of this Subcontract, the e
Subcontractor shall pay to the Contractor as L Liquidated Da amages for su uch default, inn the currencyy or currenciess
stated in PTC, the percentage of the
t Subcontra ct Price set ou ut in PTC for each
e day of deelay as Liquida
ated Damagess,
provideed that such Liquidated
L Dammages for delaay under this Article shall not
n exceed thee limitation spe ecified in PTCC.
The Coontractor has the right to, without preju dice to any other
o method of recovery, ddeduct the am
mount of such
h
Liquida
ated Damagess from any mo onies due or wwhich may bec come due to th
he Subcontracctor.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 40 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
The pa
ayment or dedduction of succh Liquidated Damages shall not relieve e the Subconttractor from its obligation to
o
comple
ete the Works, or from any other
o of its oblligations, dutie
es, and liabilities under the S
Subcontract.
14.2.2 Delay in Completin

ng Milestone
In the event the agreed

a Scheddule for the Subcontract Works includ des intermedi ate Milestone es, the timelyy
achieveement of which is directly related to th
he Main Work ks, other subccontractors att Site and the
e Schedule ofo
Contraactor and/or Em
mployer, should Subcontracctor fail to time
ely achieve suc
ch intermediatte Milestones, the amount of
o
Liquida
ated Damagess to be paid by
b Subcontracctor for delay in completing such part of the Subcontra act Works and d
ones shall be calculated in accordance with Article 14.2.1 above, relative to thee value of su
Milesto uch part of thee
Subcon ntract Works.
14.2.3 Unliq
quidated Dama
ages
If the liq
quidated damages are unen nforceable at l aw, this Article
e will not act as a cap on thee amount of los
sses which the
e
Contra actor is entitled
d to claim at la
aw and the Co ontractor shall not be deeme ed to have waaived any claimm which it mayy
have in n respect of anny losses whic ch it actually ssuffers in resp
pect of which liiquidated dam mages would otherwise
o have
e
compe ensated the Co ontractor.
15. WORK CO
OMPLETION AND FINAL ACCEPTANC
A CE
15.1 Work C
Completion
When the W Works have be

een completedd in accordancce with the Subcontract, as described in ddetail in the Sc cope of Workss,
and have b been accepte
ed by the Conntractor and tthe Employerr, Subcontracttor may requeest Contracto or to issue the
e
Certificate o
of Work Comp
pletion upon fulfilling
f the co
onditions listed
d below, althou
ugh not necesssarily limited to
t such, .
(a) Completion by Subccontractor of any

a remaining Punch List ite
ems except fo
or those whichh do not affect the use of the
e
Workss for the purpose intended or compromise
e Safety;
(b) Submisssion by Subco ontractor and approval by th

he Contractor of all remainin
ng As-built draawings, docum ments, recordss,
manua als and the like
e, and handed
d over to the C
Contractor in ha
ard copies andd electronic foormat in the nu
umber requiredd
by the Contractor;
(c) Submmission by Sub bcontractor of the Form spe cified in ANNE

EX 12 (Form of Affidavit o
of Liens and Claims) to be
e
executted by his dulyy authorized re
epresentative;;
(d) Subm
mission of a Ta
ax release certtificate issued by the relevant Tax Authorities in the Coountry, as appllicable;
(e) Comp pletion of removal of the Te emporary Wo orks, return to the Contracttor any Contraactor Materialls furnished to o
Subcoontractor and not used in the Works, clea ning up of the e Site, removall of all redundaant Subcontra
actor Materialss,
safe d
disposal of all rubbish
r etc. an
nd restoration of those parts
s of the Site or surrounding aareas used by Subcontracto or,
as maay be required d, to the satisfa
action of the C
Contractor andd the Employer;
(f) Re-exxportation of any

a unused Subcontractor
S Materials & Equipment
E tha
at the Contracctor or the Em
mployer do no
ot
requirre to retain, an
nd also all Con
nstruction Equ
uipment requirred to be re-ex
xported from thhe Country;
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 41 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
(g) Return to the Contrractor all draw

wings, data and
d documents in
i both hard and electronic fformats that were
w issued fo
or
the W
Works;
(h) Confirrmation of the

e Final Accounnt in the form attached to the
t satisfactio
on of the Conttractor and se
ettlement of all
payments due from m the Subcontrractor or to be paid by the Subcontractor for
f costs and eexpenses incuurred, if any, byy
the Co ontractor unde
er the Subcon
ntract.
When Subccontractor con nsiders that alll the Works ha

ave been com
mpleted in accordance with tthe specific re equirements ofo
the Subconttract and the above
a mentionned conditionss have been sa
atisfied, Subco
ontractor shalll notify the Contractor to tha
at
effect for the
e Contractor’ss consideration
n
Unless othe erwise specifieed in PTC, with

hin fourteen (1 4) days after receipt
r by the Contractor of such notice, or
o otherwise ass
soon as practicable thereafter, the Contractor shall ch heck the Subc contract Works s and the abovvementioned conditions and d
if the Contra
actor finds anyy uncompleted or incorrect wwork or unfulfillled obligations
s or conditionss, the Contracttor shall advise
e
the same to o the Subcontrractor
Upon issuan nce by the Conntractor of the Certificate of W

Work Comple etion set forth in
n ANNEX 13 ((Form of Certtificate) for the
e
Works, care e and custody ofo the permanent Works sha all be transferrred from the Subcontractor tto the Contrac
ctor on the date
e
identified in the said Certiificate of Work
k Completion.
pt by Subcontrractor of the Certificate

Upon receip C of WWork Comple etion, Subconttractor shall reemain liable to
t complete itss
remaining unperformed obligations exppeditiously; in tthis respect th
he Subcontracct shall remainn in force
Issuance byy the Contractoor of the Certifficate of Work Completion too Subcontractoor shall not bee deemed to bee a certification
n
that the Sub
bcontract Worrks are free frrom imperfectiions or deficie encies in everry respect norr shall it be de
eemed to be a
waiver of an
ny right or claims by the Contractor again nst the Subconntractor; Subcontractor’s obbligations are of
o a continuing g
nature throu
ugh the Guara antee Period(s s) as well as for latent defects that may
y later be disccovered and revealed in the e
Works
15.2 Final A
Acceptance
Without pre er provisions of the Subco ntract, Final Acceptance

ejudice to othe A of the Works sshall in generral occur upon n
complete exxpiration of th
he Guarantee Period underr this Subconttract, subject to fulfillment bby the Subcontractor of the
e
following co
onditions;
(a) The making good off any defects and the execcution of any omitted
o Work discovered duuring the Guarantee Period
d,
including any extend
ded Guaranteee Period unde
er the Subconttract;
(b) Payme ent by the Subccontractor of any

a and all exxpenses incurrred by the Conntractor in the making good of any defectss
g from execute
arising ed work or omissions by thee Subcontractoor under this Subcontract;
S aand
(c) Subcon ntractor’s conttinued observa

ance of those ongoing resp
ponsibilities an
nd liabilities inttended to surv
vive even afte
er
the isssuance of Finaal Acceptance.
Unless otherrwise specified in PTC, not less than thirrty (30) days prior
p to the pro
ospective datee of Final Acceptance of the e
Subcontractt Works, the Subcontractorr shall submitt to the Contrractor a reque est for issuannce of a Certiificate of Finaal
Acceptance of the Workss. On the date of Final Acce eptance of thee Subcontract Works, The C Contractor shaall issue to the
e
Subcontracttor a Certifica
ate of Final Acceptance
A ceertifying that the
t Subcontraactor is releassed from all the
t obligationss
provided in tthe Subcontra
act.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 42 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
16. Commiss
sioning
16.1 The Guuarantee Test shall be condu ucted by the CContractor duriing Commissio oning to ascerrtain whether the
t Plant or thee
relevan
nt part can atta
ain the functio
onal guarantee e specified in the
t Main Conttract. In this caase, the Subc contractor shall
attend the Guarantee e Test and sha all advise and assist the Co o charge, to thhe extent that the Contracto
ontractor free of or
requessts to do so.
17. GUARAN
NTEE OF THE
E WORKS
17.1 Guaran
ntee
The Subco ontractor guaraantees that thhe Subcontracct Works or any a part thereof, the workm manship performed, and the e
Materials & Equipment provided
p by the Subcontracctor or his sub bcontractors shall comply w with the requirrements of thee
Subcontractt and shall be free from any defects, failurres or omissio
ons throughoutt the life of thee Subcontract until the expiryy
of the Guara
antee Period(ss) as specified
d in this Article
e 17 as they apply
a to this Su
ubcontract.
If the Subco
ontract Workss or any part thhereof shall be
e found, in the
e opinion of the e Contractor, to be defectiv
ve or to containn
omissions aat any time beffore the expira
ation of the Gu
uarantee Perio od(s), or additiionally reveal Latent Defects or as may be e
extended co ommensurate e with the scoppe of this Sub contract, the Subcontractor
S r shall at his oown expense promptly
p make e
good to thee satisfaction of
o the Contrac ctor such defeects and execu ute such omittted Work prom mptly upon recceipt of written
n
notice there
eof from the Contractor
C
Provided allways that the

e Subcontractor’s costs inccluding the cos
st for searchin
ng for causess in respect off making good
d
defects due
e solely to:
(i) Op
perating condittions being mo
ore severe tha
an anticipated by the Subco
ontract
shall be borne by the Co

ontractor, prov
vided that the onus for prov
ving that any such
s defects aare due solely
y to the above
e
cause rest w
with the Subcontractor.
17.2 Guaran
ntee Period(s
s)
In this Subccontract, the Guarantee

G Peeriod for the W
Works shall meean the periodd beginning onn the effective
e date of Workk
Completionn including succh part(s) of the Works as m may be applicab
ble for which a Certificate off Work Comple
etion has been
n
issued, andd continuing fo
or not less thann such monthss as specified in PTC along with any exteension under this
t Article.
Any defective Work madee good or omiitted parts of tthe Subcontract Works that have been exxecuted during
g the course of
o
the Guaran
ntee Period sh
hall again com
mmence its Gu uarantee Perio
od from the da
ate on which tthe said defec
ctive Work wass
made good or re- executed.
ect, the Subco

In the case of Latent Defe ontractor shall repair, replace, modify or ottherwise alter or correct any
y Latent Defecct
ed in PTC as of the issuancce of the Certifficate of Work
during any period specifie k Completion.
In the event of terminatioon for convenie ence pursuantt to Article 22 of this GTC, the
t Guaranteee Period for co
ompleted Workk
executed upp until the effe
ective date of te
ermination sha
all be the months provided in PTC along w
with any extension under thiss
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 43 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
Article
Notwithstan
nding anythingg to the contrary contained h
herein, the Guarantee Period shall not be expired prior to
t the expiry of
o
the guaranttee period sett forth in the Main
M Contract for the Main Works. In line
e with this, thee Subcontracto
or shall be still
responsible
e for the guarantee of the Wo orks hereunde
er as long as th
he guarantee period
p of the M
Main Works is valid
v under thee
Main Contraact.
17.3 Subco
ontractor’s Fa
ailure to Fulfill Guarantee Obligations
Should the Subcontractor after being notified

n by the Contractor, fa
ail to carry out promptly any work deemedd necessary byy
the Contracctor by way off making good d defects and//or executing omitted Work or other, the Contractor may
m then at the e
Contractor’ss sole discretio
on proceed witth such Work, the costs incu
urred by the Contractor beinng charged to Subcontractor
S r.
Contractor’ss carrying outt such Work in lieu of Sub bcontractor shall be withoutt prejudice to any other rig
ghts which the
e
Contractor mmay have aga ainst the Subc
contractor in rrespect of Sub
bcontractor’s failure
f to make
ke good such defects and to
o
execute ommitted work. Contractor
C maay recover fro om the Subco ontractor any expense or other loss in ncurred by the
e
Contractor in making good such defects and/or the e execution of om
mitted work, by means of deeduction from monies due or
o
which may become due to the Subcontractor or ca all for paymennt under any letter of guaraantee or Perfo
ormance Bond d
provided forr in the Subcontract.
18. Variation
n in the Work
ks
18.1 Right to
o Vary
18.1.1 The C Contractor sha all have the rig

ght at any tim
me during the Subcontract to order the S Subcontractor to make anyy
variation of or channge to the Sub bcontract Worrks or any parrt thereof (including modificaation, amendm
ment, additionn,
ation or deletio
altera on) that may, in
n the opinion o
of the Contrac
ctor be necess sary, and the S
Subcontractorr shall abide byy
such oorder.
18.1.2 A “Variation to the Work”

W means any
a modificatio
on, addition, alteration
a or deletion to the S
Subcontract Works instructed
d
e Contractor.
by the
18.1.3 Any variations, inccluding such as

a given below
w, shall not constitute a Va
ariation Workss in the sense
e expressed in
n
18.1..2 above:
i) In
ncrease or deccrease in Bill of
o Quantities p
per each cost ittem specified in ANNEX 8 ((Bill of Quanttities and Uniit
R
Rates), or
ii) S
Settlement of Quantities
Q andd Unit Rates ffor additional cost
c items nott expressly sppecified in ANNNEX 8 (Bill of
o
Q
Quantities and d Unit Rates)) but which arre in the Contractor’s reasonable opinionn deemed to be b a necessaryy
p
part of the Sub
bcontract’s orig
ginal Scope off Subcontract Works as stip pulated in ANNNEX 3 (Scope e of Works) or
o
are otherwise contingently
a c and indispensaably necessary y if such is req
quired to achieeve Work Commpletion
18.1.3 Any variations, inccluding such as

a given below
w, shall not co
onstitute a Varriation to Workks in the sense
e expressed in
n
18.1.2 above
i) S
Settlement for additional cos
st items not exxpressly speciffied in this Sub
bcontract but w
which are in th
he Contractor’ss
re
easonable opiinion deemed to be a necesssary part of the Subcontractt’s original Scoope of Subcon ntract Works ass
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 44 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
sstipulated in AN
NNEX 3 (Scope of Works)) or are otherw
wise contingen
ntly and indispeensably neces
ssary if such iss
reequired to achhieve Work Co
ompletion
18.1.4 No va
ariations shall be made, in the Contractorr’s sole judgme
ent;
i) iff the Contractor’s notice of

o any modificcation, amend dment, additio
on to, alteratiion in or dele
etion from the
e
S
Subcontract Works
W or any pa
art thereof is cconsistent with
h the requirem
ments of the Suubcontract, orr
ii) iff corrective wo

ork, additional services, sup
pply of the Material and/or field work are nnecessitated due
d to such ass
thhe Subcontractor’s noncon nformity with tthe Subcontraact, or due to errors, omisssions and/or failures
f by the
e
S
Subcontractor in interpreting Drawing, Datta, Specificatio
ons, Laws, Regulations, the Contractor’s instructions etcc.
o
or due to unsatisfactory work kmanship by S Subcontractorr or its subcontractors; or
iii) iff market condition such as valuation and o foreign currrencies, price escalation off materials and
d devaluation of d
labor incentivve adjustmentt to salaries and wages mandated
m by the correspoonding labor laws shall be e
e
encountered byb the Subconntractor during
g the implemenntation of this Subcontract
18.2 Variatio
on Orders
Subcontracctor shall notifyy the Contracttor as soon ass it becomes aware

a of any circumstances
c associated with
w or touching g
its Works th
hat are likely to result in a Variation to tthe Works, Sc chedule, mann ner of executiion, Time for Completion or o
Subcontractt Price. Such notification
n sha all be made to
o the Contracto or as soon as possible afterr the Subcontraactor becomess
aware of such circumstan nces, but not la
ater than 7 dayys, in order forr the Contractoor to comply w
with its express
s obligations to
o
Employer inn this respect. In the event Subcontractor
S r fails to so no
otify the Contra
actor within thee said period aforesaid, anyy
work or servvices carried out
o pursuant to o such instrucction shall not be construed as a Variationn to the Works s.
The Contra actor may at any

a time beforre Work Comp pletion issue in writing to Subcontractor
S an instruction
n changing the e
Works or isssue a Variationn Order (V.O.) for the Subco
ontract Works. Upon receipt of such instrucction and/or Variation
V Orderr,
the Subcontractor shall submit
s to the Contractor ass soon as pos ssible but gennerally not lateer than 7 day ys after receip
pt
written Variation
thereof, a w n Proposal (V..P.) comprising
g estimated coosts, time scheedule for the cchanged work,, any Schedule e
e Time for Com
effect on the mpletion due to
o the performaance of such changed
c work, any effects uppon the Guara antees and anyy
other effectts on the term ms and conditions of the S Subcontract, provided, how wever, such 7 days will be e extended byy
agreement o of both Partiess.
In preparingg a cost estima

ate for the Variiation Proposaal, the Subcontractor shall make
m use of thee applicable ra
ates and pricess
set out in AN
NNEX 8 (Bill of
o Quantities and Unit Rattes). In the eve ent ANNEX 8 (Bill of Quan ntities and Unit Rates) doess
not contain appropriate raates or prices then the exissting agreed ra ates and pricees, if suitable, shall be used d as a basis to
o
establish neew rates and prices
p in consu
ultation with th
he Contractor
If the Subcoontract does not

n contain an ny rates or priices applicable to the estabblishment of nnew rates and d prices for the
e
Variation Prroposal, suitab
ble rates or pric
ces shall be ag
greed upon be etween the Co ontractor and tthe Subcontractor. In case of
o
disagreeme ent the Contracctor shall dete
ermine such ra ates or prices as
a shall, in the
e opinion of thee Contractor, be reasonable e
and proper a and those shaall be used for evaluating thee Variation Prroposal
19. SUSPENS
SION OF WORK
Contractor may, at its opttion and at any

y time, suspen
nd the perform
mance by Subc
contractor of aall or any part of the Work
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 45 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
by issuing a written notice to Subcontractor. Upon re

eceipt of such written notice
e and unless thhe written notice requires
otherwise, S
Subcontractorr shall:
(i) Immmediately disco

ontinue the Work
W on the da ate and to thee extent specified in the wriitten notice an nd place no
furth
her subcontraccts, purchase offers, orderss for materials
s, services, or facilities with respect to the
e part of the
Worrk that has bee
en suspended d, other than too the extent re
equired in the written notice..
(ii) Prom
mptly make every
e reasonaable effort to obtain suspe ension upon terms satisfacctory to Contrractor of all
subccontracts and purchase offe
ers to the exten
nt they relate to
t performance
e of the part off the Works that has been
susp
pended.
(iii) Con
ntinue to protecct, store and maintain
m the W
Work including those parts off the Works thaat have been suspended.
(iv) Take
e any other re
easonable step
ps to minimize
e costs associated with such
h suspension..
(v) Con
ntinue perform
mance of any part of the W
Works that has not been suspended oor is not affec
cted by the
susp
pension.
Such Suspe ension may also arise throu ugh Employerr electing at its
s sole discretion to suspendd all or any po
ortion of the
Main Workss including the Subcontractt Works, by g giving twenty four (24) hours prior noticce to Contrac ctor. In such
event Subccontractor shalll be notified accordingly.
a
In the eventt of suspensio

on of the Subco
ontract Workss or part thereo
of, the Subconntractor shall bbe entitled to re
eceive such
reasonable compensatio on as may be necessary forr the cost aris sing out of suc
ch suspensionn and/or such reasonable
extension o
of time for the performance of
o the Subcon ntract Work, un nless such susspension is:
(a) othe
erwise provide
ed for in the Subcontract; orr
(b) neccessary for proper execution of the Subco

ontract Works
s; or
(c) for reason affecting the safety or quality of t he Subcontract Work; or
(d) nec
cessary by rea
asons of some
e default on th e part of the Subcontractor
S
The Subcon ntractor shall not be entitled any extra cost unless it has given notice oof its intention
d to recover a n to claim to
Contractor within the dayys in [14] dayss of the Contra nsion order sp
actor's suspen pecified. Subccontractor's en ntitlement to
any extendeed time or add ditional costs shall be mutuaally agreed be
etween the Paarties and settltled. Provided always that
time extenssion and cost compensation shall in no case exceed the time and d cost grantedd by the Employer to the
Contractor in relation herreto.
ess of Work or
If the progre o any part the
ereof is suspen nded on writte
en order of Coontractor/Emplloyer and if pe ermission to
resume Wo ork is not give
en by Contracttor/Employer w within [180] days
d from the date of Suspeension, then unless
u such
Suspension n was not due to Subcontrac ctor's default, Subcontractor may request Contractor if it may proceed with Work
or such parrt of the work that
t was suspe
ended, and Co ontractor shall respond with
hin [30] days oof receipt of su
uch request.
Contractor in co-operatioon with Employ yer (as the casse may be) will endeavor to respond withinn the said [30]] days advising
g
how the W Works should proceed
p or if termination
t off parts or all of
o the Works is considered.. Subcontracto or shall not be
e
entitled to cconsider such part of the Wo orks or all of th
he Works as having been terminated unleess so notified by Contractorr.
act No. : HGU

Subcontra U-
PART I. Ge
eneral Terms and
a Condition
age 46 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
Upon receiipt of notice by

b Contractor//Employer to resume the suspended
s Wo
orks, Subconttractor shall as
a promptly ass
practicable resume Workk to the extentt required by C
Contractor's no
otice.
Any Claim ssubmitted by Subcontractor

S r for adjustme nt of the Subc
contract Price and Schedulee shall promptly be delivered
d
in detail to C
Contractor for its review and
d consideration
n as such may y form an elem
ment of Contraactor's Claim to
o Employer, ass
the case may be.
Notwithstannding any disppute that may arise between n the Parties during
d the Works, Subcontraactor shall not be entitled to
o
delay or susspend any parrt of the Works
s or alternative
ely the whole of
o the Works unless
u such deelay or suspennsion has been n
authorized or instructed by
b Contractor or/and Emplo oyer.
ES AND POW
20. REMEDIE WERS
20.1 URGEN
NT REPAIRS
If by reason o of any accidennt or failure orr other event ooccurring to, or

o in connectioon with the Suubcontract Woork or any parrt
thereof, eitherr during execu ution of the Subcontract Wo orks or duringg the Guarante ee Period(s), any remedial work, repairs,
replacementss or other is urggently required d in the opinion
n of the Contra
actor and/or th
he Employer aand the Subconntractor showss
an inability or unwillingnesss to immediately conduct succh work or rep pair, then the Contractor
C andd/or Employer may at its own
n
discretion perrform such remmedial work or order other co ontractor/subccontractors to perform
p such rremedial work
k as Contractor
and/or Employer may consider necessary.
If in the opiniion of Contracctor or Employer Subcontra actor fails to take

t the requisite expediennt measures to address the
e
remedying of such deficien ncies, Contrac ctor or Employyer shall by itts own means s arrange the appropriate measures,
m the
e
expense asso ociated with which
w shall be charged to Su ubcontractor oro may otherwwise be deductted from any monies
m due or
which may be ecome due to the
t Subcontra actor, or from a
any Performance Bonds he eld by Contract
ctor.
In the event aany defects or deficiencies in the compleeted Works are likely to dis
srupt the norm
mal operation of Employer'ss
Installation / Main Works, Subcontracto or shall take all measures as may be necessary
n to minimize thee disruption to
o
operations rep placement parrts or components, at Subcoontractor's cos
st.
20.2 REMED
DIES
In addition to any other righ

hts or remedies
s Contractor m
may have in thhe event of bre
each of this Suubcontract by Subcontractor
S r,
Contractor shall have the right to take and assume anyy part of the Subcontract Wo orks from the S Subcontractorr, without needd
for reference to judiciary or taking any other
o action, a
after giving se
even (7) days’’ prior notice tto the Subconntractor, in the
e
following evennts:
(a) Failu
ure by Subcon
ntractor to ma
ake or cause to
o be made an
ny undisputed payments whhich are due to
o Contractor or
o
any subcontractorr;
ure by Subcon
(b) Failu ntractor to com
mply with Appllicable Laws while
w performin
ng the Work;
act No. : HGU

Subcontra U-
PART I. Ge
eneral Terms and
a Condition
age 47 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
(c) Failu
ure of Subcon
ntractor to perfform any of itss obligations under this Subcontract; or
(d) Sub
bcontractor asssigns the contract or subletts any parts th
hereof without the written coonsent of the Contractor;
C
(e) Subccontractor hass failed to remo

ove defective Materials or Equipment
E from
m the Site or to pull down an
nd replace the
e
Workk within ten (1
10) calendar days after recceiving from the
t Contractorr's written nottice that the said
s Materials,,
Equipment or workk have been condemned an nd rejected by the Contractor or the Emplooyer under the
ese Conditionss
ubcontract;
of Su
(f) Subccontractor is not

n executing the Subcontrract Work in accordance with w the Subcoontract or is persistently
p orr
flagrrantly neglectin
ng or carry outt his obligation
ns under the Subcontract or demonstratess an intention to no longer be
e
boun nd by the Subccontract;
ment of good workmanship

(g) Subccontractor hass, to the detrim p or in defianc
ce of the Conntractor's instrructions to the
e
contrrary, sub-conttracted any pa
art of the Subccontract;
(h) Subccontractor hass failed to com

mply with speciifications, Con
nditions of Sub
bcontract, Conntractor's instrruction or lawss
and regulations;
(i) Subccontractor hass failed to com

mply with its re
representations and Warran nties under thee Subcontractt and failed to
o
reme
edy such non--compliance within
w reasonab ble time follow
wing receipt off written noticee thereof;
(j) Sub
bcontractor hass himself or through others, directly or indirectly, tried to
o bribe or has bbribed any of the employeess
workking for the Em
mployer or the
e Contractor orr has by plottin
ng with any one of those trieed to commit bribery so as too
harm
m the Employe er, the Contractor or public interest; or
(k) Sub
bcontractor susspends any pa e Works without express approval by Conntractor.
art or all of the
(l) In caase of materia al default of th

he Subcontracctor, the Conttractor shall give notice of ssuch material default to the
e
Subbcontractor and if, upon rec ceipt of such nnotice, the Su
ubcontractor does
d not com mence within a reasonable e
periood of time an nd in any even nt within seve
en (7) days thhereafter and continuously ffails to proceeed with actionn
satissfactory to the
e Contractor too remedy such h material defa
ault.
The Employyer or the Contractor shall then enter up pon the Site and the Subcontract Work aand expel the Subcontractor
therefrom, w
without thereb by voiding the Subcontract oor releasing th
he Subcontractor from any oof his obligations or liabilitiess
under the S
Subcontract or affecting the Rights
R and Po owers conferreed on the Employer or the Coontractor by th
he Subcontracct
and may himself complette the relevantt part or the wwhole of the Suubcontract Woork at the Subccontractor’s account or mayy
employ anyy other subcon ntractor to com
mplete the Sub bcontract Worrk, and the Co
ontractor or suuch other subccontractor mayy
use for such completion of the Works, all Temporaryy Work, Construction Equip pment, Materiaals and Equipment provided d
by the Subccontractor und der the provisions of the Su bcontract, as he or they ma
ay think propeer and the Con ntractor may at
any time se
ell any of the said
s Constructtion Equipmen nt, Temporary Work, unused d Materials annd Equipment and apply the e
proceeds off sale in or tow
wards the satis
sfaction of anyy sums due orr which may beecome due to him from the Subcontractor
under the S
Subcontract
21. TERMINA
ATION BY CO
ONTRACTOR FOR DEFAUL
LT
21.1 Termin
nation for Sub
bcontractor’s
s Default
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 48 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
21.1.1 If anyy event enumerated in Article e 20 (Remedie es and Powers s) occurs, then
n the Contracttor may, witho out prejudice to
o
any other rights he may possess s under the Su ubcontract, giv
ve notice to th
he Subcontracctor stating the e nature of the
e
default and requirin ng him to reme edy the same . In the event the Subcontra actor fails to rremedy or take any steps too
remed dy the same within seven (7) days of its receipt of such notice, then the Conntractor may terminate the e
Subco ontract forthwiith by giving a notice of term
mination (“Term
mination Noticce”) to the Subbcontractor.
21.1.2 If the
e Subcontracto or becomes ba ankrupt or inssolvent, goes into
i liquidation
n, has a receivving or admin nistration order
made e against him, compounds
c with
w his creditorrs, or carries on
o business un nder a receiveer, trustee or manager
m for the
e
beneffit of his credito
ors, or if any act is done or e
event occurs which
w (under Applicable
A Lawws) has a simila ar effect to anyy
of the
ese acts or eve ent, the Contrractor may imm mediately term
minate the Sub bcontract by ggiving Termina ation Notice to o
the Suubcontractor.
21.2 Contin
nuing Obligattions of Subc
contractor
Upon receippt by Subcontractor of such Termination N

Notice, Subco
ontractor shall at its own exppense for the Works
W affected
d
by such term
mination:
(a) Exxecute and deeliver to Contraactor all docum

ments required
d by Contracto
or and Employyer and take all steps to vesst
in Contractor all the rights and
d benefits of S
Subcontractor under such ex
xisting agreem
ments with others relevant too
the provision off Work for the Subcontract.
(b) Prromptly delive

er to Contracto
or all documen nts prepared by
b Subcontrac
ctor in connecttion with perfo
ormance of the
e
W
Works, including those docum ments of its su bcontractors and
a other docu
uments as maay reasonably be required byy
Coontractor, both
h in hard and electronic form
mats.
(c) Co
onduct an invventory of all Contractor
C Ma aterials issued and Subconttractor Materiaals & Equipme
ent in storage,
un
nder Purchasee Order, in ma anufacture / fa
abrication, en route
r to Site or in Customs eetc.
(d) Asssign to Contrractor, as may

y be required, all sub-contra
acts and servic
ce contracts.
(e) Trransfer the Gu

uarantees / Wa
arranties for alll Materials & Equipment
E purchased by Suubcontractor and
a installed in
n
the permanent Works,
W throug
gh to Contracto or.
(f) Deemobilize from

m Site to the extent require
ed by Contrac
ctor, subject to
t Contractor at its discretiion electing to
o
co
ommandeer Construction
C Equipment
E Temmporary Work
ks and Tempo orary Facilitiess to serve com
mpletion of the
e
re
emaining Workks.
21.3 Valuattion at Date of

o Termination
n
As soon as practicable affter such entry

y and expulsio
on by the Contractor or the Employer
E a meeeting shall be
e held between
n
the Contracctor and the Subcontractor, in accordance e with applicable the Countrry legal proceeedings, to ass
sess the workss
executed byy the Subconttractor.
Minutes of such meeting g shall be prep pared and siggned by both parties. In casse the Subconntractor fails to
t attend suchh
meeting thee Contractor shall
s certify wh
hat amount (iff any) the Subbcontractor had at the time oof such entry and expulsion
n
been reasoonably earned by or would re easonably acccrue to the Subcontractor in respect of thee Subcontractt Work actuallyy
completed bby him, the value of any unuused or partiallly used Materials, Equipmen
nt and Temporrary Work. Such certification
n
shall be dee
emed correct and valid.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 49 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
21.4 Payme
ent after Term
mination
If the Contrractor shall en

nter and expel the Subcontrractor for Subcontractor’s default, he shaall not be liablee to pay to thee
Subcontracctor any moneyy on account ofo the Subcon ntract and shalll have the righ
ht to call any oor all Bank and
d Performance e
Guaranteess provided in the
t Subcontract and shall frreeze all the monies
m due to the Subcontraactor until the costs incurred d
by Contracttor in completting the Subcoontract Work b
by its own means or by Others, including Damages forr Delay (if anyy)
and other loss and expe ense incurred by Contracto r which have been ascerta ained and the amount there eof certified byy
Contractor.
The Subconntractor shall then

t be entitle
ed to receive o
only such sum or sums (if an
ny) as the Conntractor may as
scertain would
d
otherwise h
have been du ue to Subcon ntractor upon completion byb him, after Contractor haas recovered such losses,
Damages a and extra costss incurred in completing
c the
e Works by its own means oro by Others.
However, iff such sums in

ncurred by Co mpleting the Works
ontractor in com W by its own
o means or by others exc ceeds the sum
m
which wouldd otherwise ha
ave been paya able to the Subbcontractor on
n completion, then the Subcoontractor shall upon demand
d
by Contracttor pay to Con
ntractor the am
mount of such excess.
If the Contrractor decidess to assign the

e remaining W
Works of the Subcontract
S to
o another subbcontractor an nd by doing so o
saves mone ey on complettion of the Sub
bcontract Workks then the Su
ubcontractor shall not be enttitled to claim the difference.
The Subcontractor shall however rem

main liable for the integrity of any and all Works comppleted by it up until date of
termination.
Following te ermination, thee Contractor may

m complete the Work by any a method it deems expeddient, including g by employing g
Third Partiees. Subcontracctor shall be lia
able for, and sshall pay to Co
ontractor (i) any additional coosts that Contractor incurs in
n
completing the Work and rectifying any y defects (incluuding the costs of procuring, and enteringg into a replace ement contracct
with, any thhird party) (ii) a sum equiva alent to the am mount of any liquidated damages for deelay which would have been n
payable by Subcontractor but for the te ermination from m the termination date until the
t date the WWorks are completed, (iii) anyy
additional ccosts or lossess incurred by Contractor
C as a result of the termination
t of this Agreemennt, and (iv) the
e amount of thee
Advance Pa ayment not am mortized by Suubcontractor a at the date of termination,
t if any.
In no eventt shall the Con

ntractor be responsible, as a result of te
ermination, for any additionaal costs, including overhead d
associated with the Workk not performedd by Subcontrractor or any profits Subconttractor would hhave earned iff the Certificate
e
ompletion had been achieve
of Work Co ed, and any othher anticipated
d profit.
ATION FOR CONVENIENC

22. TERMINA C E
22.1 Right tto Terminate for

f Convenie
ence
The Contraactor may at itss sole discretion or if the Em

mployer so req
quires, termina
ate the Subcoontract in part or in whole byy
issuing Sub
bcontractor thirty (30) days prior
p written no
otice.
The Subcon ntractor shall upon

u receipt of
o a Terminatioon Order ceas se the Works ono the Site, otther than suchh work thereon
n
as the Conttractor may insstruct for the purpose
p of pro tecting, makin
ng safe or tidying up such paarts of the Sub
bcontract Workk
as may alre
eady have bee en executed or be in the cou urse of executtion, and shall:
(a) Imm
mediately disco
ontinue the pe
erformance of the Works on
n the date spec
cific in Contraactor's notice and
a vacate the
e
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 50 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
Site including its sub-contractor

s s etc in accord
dance with Co
ontractor's nottice.
(b) Execcute no furthe

er sub-contracts or Purchas e Orders for Materials
M & Eqquipment, serv
rvices or facilitties other than
n
may be required foor the complettion of such po
ortion of the Works
W that is not
n terminated , as the case may be.
(c) Makke every effortt to obtain satisfactory cance

ellation terms of all sub-con
ntracts, servicees and purcha
ase orders and
d
the like, or otherwise arrange fo
or assignment of such to Co ontractor or Emmployer, as maay be requiredd.
nduct an inven
(d) Con ntory of Contra
actor supplied Materials & Equipment.
E
(e) Con
nduct an inven ntory of Subcontractor Materrials & Equipm e, under purchhase order, in manufacture /
ment in storage
fabrication, en rooute to Site or in Customms etc as well as those Material
M & Equuipment items that require e
pre servation or o
otherwise dispo
osal.
ar its Temporary Works & Te

(f) Clea emporary Faciilities and mak ke good / resto
ore that part of the Site to a clean and tidyy
cond
dition, or altern
natively comply with Contracctor's instructions in respectt to the Tempoorary Works and
a Temporaryy
Facilities.
mptly deliver to
(g) Prom t Contractor all documentss prepared by y Subcontracto
or in connectiion with performance of the
e
Workks, including those
t docume ents of its subccontractors an
nd other docum
ments as mayy reasonably be b required byy
Conttractor, both in
n hard and ele
ectronic formatts.
(h) Assign to Contracctor, as may be required, alll sub-contracts and service contracts.
(i) Transsfer the Guara

antees / Warra
anties for all M
Materials & Equ
uipment purchased by Subco
contractor and installed in the
e
perrmanent Works, through to Contractor.
C
(j) Prromptly stop to t continuous

sly maintain a
all subcontrac
cts, rentals orr any other aagreements ex xisting for the
e
perfo
ormance of the part of the e Work that h
has been termminated, exceppt for those too be novated or
o assigned to o
Conttractor or its Affiliate.
A
(k) Coop
perate with Co
ontractor in the transfer of i nformation an
nd the disposittion of Work inn progress so
o as to mitigate
e
damages.
(l) Coop
perate with Co
ontractor when
n Contractor d
demands paym
ment or other performance uunder the Bon
nd.
(m) Com
mply with othe
er reasonable requests from
m Contractor fo
or that part of the Work thatt has been term
minated.
(n) Con
ntinue performmance of any part
p of the Wo ork required se
ecuring, preserving and prottecting that pa
art of the Workk
thatt has been terrminated, as agreed
a with Co
ontractor.
(o) Deliiver possessio

on to Contracttor of that partt of the Work that has been
n terminated w
which has bee
en executed byy
Subccontractor.
(p) To the extent legaally possible as

ssign or novatte to Contracto
or all right, title
e and benefit oof Subcontracttor to the Workk
as aat the date of termination, and,
a as may be e required by Contractor, in any subcontrracts to which Subcontracto or
is a party, rentalss, or any othe
er agreementss existing for the
t performan nce of the partt of the Work that has been n
term
minated.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 51 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
(q) Notwwithstanding any

a lien or any other right to w
withhold the same, immedia ately deliver too Contractor all specificationss
and oother docume ents (in paper and
a electronicc format) prepa ared by Subcoontractor or anny subcontracttors or vendorss
as att the date of te
ermination, in connection w
with the part of the Work thatt has been termrminated.
(r) Remmove from the Site any wreckage, rubbish and debris off any kind and leave the whoole of the Site in a clean and
d
safe condition.
ent after Term

22.2 Payme mination
Following C
Contractor's Termination
T Notice Contracctor or Emplo oyer may elec
ct to completee the Works themselves or o
arrange oth
her entities to complete the
e Subcontractt Works. Conttractor, Emplo oyer or other entities may then
t use such
h
Materials & Equipment, documents and a data rem
maining after termination of
o the Subconntractor and potentially the e
Temporary Works and Te emporary Faccilities, as mayy be advised by
b Contractor under
u the term
ms of Terminattion.
Upon termin
nation of the Subcontract
S fo
or convenience
e under this Article
A 22, the Subcontractor
S r will be entitle
ed to be paid:
(a) such ppart of the Sub bcontract Pric

ce that is prop
portionate to the Subcontract Works carrried out and th
he Materials &
Equipmment already delivered
d in re
espect of whichh a Bill of Lading or Wareho
ouse Receipt hhas been issu
ued prior to the
e
date off termination, and
a
(b) such p part of the Subcontract Price

e that is proporrtionate to the Materials & Eqquipment readdy for cargo bu
ut not delivered
d
or alterrnatively cance
ellation charge
es applied by sub-contracto ors / suppliers as discussed with Contracto
or beforehand d;
but less
(c) all payyments alreadyy made to the

e Subcontracto
or in respect th
hereof in acco
ordance with thhe Subcontrac
ct, and
(d) the net proceeds of the

t sale of any y surplus mate
erials partly ma
anufactured or completed b ut not delivere ed, to settle the
e
Subcon ntractor's acco
ounts either th
hrough paymeents received byb him directly
y or indirectly. Disposal of su
uch items shall
take place only with Approval of thhe Contractor and/or the Em mployer.
22.3 The Rig

ght of Subco
ontractor upon Terminatio n for Contrac
ctor’s Conven
nience
The Subccontractor's so
ole right and re
emedy shall be
e an amount equal
e ontractor’s acttual and documented costs,,
to Subco
as audite
ed and accepte ed by an indep
pendent quant ity surveying firm
f of internattional reputatioon selected by
y Contractor orr
an authoorized accounttant approved by the Conta actor and reas sonably accep ptable to Conntractor, incurrred and which h
could nott be avoided in
n connection with
w the perform
mance by Sub bcontractor of the
t Work hereeunder as of the date of such h
terminatio
on.
22.4 Other S
Settlement affter Terminatiion
22.4.1. After settlement of all claims from

m either Party arising out of termination off the Subcontrract, the Performance Bond,,
if anyy provided, sh
hall be returned to the Subcoontractor.
22.4.2 The S
Subcontractorr shall arrange that any rightts and titles tog
gether with the
e obligations cconnected therewith relating
g
to th
he Subcontracct Works whic ch the Subcon ntractor may acquire vis-a--vis any of hiss sub-contrac ctors and thirdd
parties shall be asssigned to the Contractor ass Contractor may
m require.
Subcontra
act No. : HGU
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eneral Terms and
a Condition
age 52 of 62
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OAL FIREDPO
OWER PLANT
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22.4.3 Simuultaneously, affter settlement of all claimss from either Party

P arising out
o of terminaation for conve
enience of the
e
Subccontract, Subccontractor sha all agree that itt shall waive any
a claims against all Contrractor and Ow
wner memberss
arisin
ng out of, or in
n connection with,
w such termmination.
22.4.4 no event shall Contractor orr other Ownerr member be responsible, as

In n a additional
a a result terrmination, for any
costss associated with
w the Work not performed d by Subcontra
actor or any profits Subconttractor would have
h earned iff
Certiificate of Workk Completion had been ach ieved.
23. FORCE MAJEURE
23.1 Definitio
on
Force Majeure means events or circum mstance after thhe Effective Date
D which are unforeseen att the time of exxecution of thee
Subcontracct and beyond the control of the party claim
ming Force Ma ajeure and which cannot be circumvented d by such partyy
by legal meeans, and whicch renders the execution of tthe obligations
s impossible whether
w legallyy or physically, including, but
not limited tto the following:
a) an act off God, landslidde, lightning, earthquake,

e firre, explosion, flood, sabotag
ge or similar ooccurrence (buut not including
g
reasona ably foreseeabble weather co onditions for thhe geographic c area of the Project
P and thheir effects); acts of a publicc
enemy, extortion, warr, blockade or insurrection, rriot, civil disturrbance or concerted acts off workers not directly
d related
d
to, or in any direct ressponse to, any y employee po olicy or practic
ce (with respec
ct to wages orr otherwise);
demnation, takking, seizure, involuntary co

b) the cond onversion or re
equisition of title to or use off the Project, th
he Site, or anyy
materiall portion or pa
art thereof by the action of any national, state or local government or governmen ntal agency or
authorityy.
but ex
xcluding:
(i) the inabbility to obtain or increased cost of goodss and services s resulting from a change inn market cond ditions, lack or
shortage e of labor, lackk of labor prod
ductivity , consstruction Mate
erials and Equipment or shippping problems, labor unrest
or strike
es occurring amongst
a Subccontractor or subcontractorr employees, failure or breeakdown of Subcontractor’ss
equipme ent traffic jamss, summer hea at or other norrmal local clim
matic, physical and geologicaal conditions in the Countryy,
or financcial distress.
(ii) other evvents being exxcluded from fo

orce majeure e
event specifie
ed in the Main Contract, if anny.
Notwithstannding anything
g to the contrarry in this Subccontract, Subco
ontractor shall be in no way relieved of, orr excused from
m
its performa
ance under this Subcontrac ct, for delays ddue to normal weather cond ditions, includiing normal seeasonal rainfalll
and normal seasonal floooding.
23.2 Effect
No delays in or failure of performance by either Partty under this Subcontract

S sh
hall constitute default hereun
nder or give
rise to any claim for Dammages or comp pensation if an nd to the extent caused by Force Majeuree, provided that the Party
claiming Foorce Majeure shall
s have nottified the othe
er Party, within
n three (3) dayys after the occcurrence of the
t event or
circumstancce which may affect the perrformance of tthe Subcontract, of the nature of the circuumstance or event
e and its
anticipated effect on perfo
ormance of the Subcontractt, or as soon asa practicable thereafter, andd have provide ed the other
Subcontra
act No. : HGU
U-
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eneral Terms and
a Condition
age 53 of 62
KALSEL-1
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OAL FIREDPO
OWER PLANT
PROJECT
Party with ssuch independdent evidence thereof as the e claimant Partty is by the exe
ercise of its beest efforts able
e to obtain to
adequately substantiate the claim to the other Pa arty, and prov
vided further that as soon as practicable after the
circumstancce or event ceeases to affectt performance e the claimant Party shall ha ave notified thee other Party setting forth
the effect of the circumstance or eventt in its perform
mance of the Subcontract.
S
Subject to o
other provision
ns of this Articlle 23, Contracctor shall within
n (14) days aftter receiving aany of the notic
ces set forth
above notiffy Subcontracctor of its acceptance or re ejection of thee Force Majeu ure claim andd/or any claim m for related
extension oof time. Any diispute in this connection
c maay be referred d to arbitration pursuant to A Article 26 (SETTTLEMENT
OF DISPUT TES) hereof.
If a suspenssion of any Subcontractor ob

bligation by virrtue of this Article 23 lasts fo
or a continuouss period of thirrty (30) days
or more, Employer/Contractor may elect to termina ate the Subco ontract forthwwith in whole oor in part by so notifying
Subcontracctor.
Any Claim o on the part off Subcontracto or for adjustme

ent of Scheduule by reason of
o Suspensionn under this Article,
A shall be
e
made and ssubmitted in detail
d to Contra
actor as soon as possible fo
ollowing the end of the Sus pension, and Subcontractor
shall revise
e the Schedulee and submit to o Contractor fo
or review. Sub
bject to the pro
ovisions of thiss Article Subc
contractor shalll
not be enttitled to any additional cos sts of whatevver nature du ue to any adjustment of tthe Schedule permitted byy
Employer/C Contractor undder this Article 23. Such revi sed Schedule
e to be permitteed by Contracttor under this Article
A shall be
e
based upon n any revisedd schedule or extension off time for com mpletion of the e Main Workss due to the force majeure e
permitted bby the Employe er in accordannce with the M
Main Contract.
Delay in or failure to carryy out the dutie

es imposed up pon either Partty under this Agreement
A shaall not be deemed breachess
of this Subccontract if afte
er the coming into
i force of th
his Subcontracct, such delay or failure is caaused by Forcce Majeure.
23.3 Mitigattion
Should a FForce Majeure e situation aris

se the Subconntractor shall be responsible for taking aall reasonable
e measures to
o
protect the Works or/an nd to mitigatee the effects of such Force Majeure up pon the Workks, Schedule and Time for
Completionn as set forth in
n ANNEX 4 (S Schedule of thhe Works).
23.4 Related
d Extension of
o Time
It is undersstood by the Subcontractorr that any ag reement by th he Contractorr on any exteension of time e in relation to
o
Liquidated Damages for delay in com mpletion of the e Works and in completing milestone undder Article 14 4.2 (Liquidatedd
Damages fo or Delay) is to be based on a strict evaluattion of both the
e interpretation
n of Force Majjeure in accord
dance with thiss
article and tthe Subcontra actor's efforts to
t mitigate its effect.
23.5 Not a W
Waiver
The accepttance by one Party of the other

o Party's cclaim of Force Majeure shall not be consiidered as a waiver
w of either
Party's oblig
gations underr this Subcontrract.
23.6 Prolonged Force Ma

ajeure
In the event of a Force e Majeure sittuation contin nuing for morre than ninety y (90) days, Employer, Contractor
C andd
Subcontracctor shall meett to discuss the way forward d or the prope
er resolution to
o the situation under the Subcontract on a
fair and rea
asonable basiss. In this case, the resolution
n shall be base
ed upon Article
e 23.7(Link witth the Main Co
ontract) hereof
Subcontra
act No. : HGU
U-
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eneral Terms and
a Condition
age 54 of 62
KALSEL-1
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OAL FIREDPO
OWER PLANT
PROJECT
23.7 Link with the Main Contract

C
This Article 23 shall be on

nly applied wh
here under the
e Main Contrac ct, Employer grants
g the Conntractor extens
sion of time fo
or
completion for the same force majeure e events as sp
pecified in Artic
cle 23.1
However, th he period of exxtension of Tim

me for Compleetion under thiis Subcontractt shall not excceed any perio
od of extension
n
of time for ccompletion alloowed to the Contractor
C by t he Employer under
u the Main Contract.
24. CO-OPER
RATING & INT
TERFACING WITH
W OTHER
RS
The Subcontrractor shall no

ot have exclus
sive use of th
he Site. Subcoontractor and its sub-contraactors shall co
o-ordinate and
d
co-operate with other contractor/subcontractors at Sitte so as not to
t interfere with the perform
mance of the work of other
ubcontractors..
contractors/su
The Subconttractor shall appoint a co oordinator reesponsible forr overseeing interfaces innvolving Subc contractor, itss
sub-contractoors and other contractor/sub
c bcontractor, wh ho shall reporrt to the Contraactor (Contracctor's Interface
e Coordinator)
all important/m
major changess in or adjustm
ments to the pplanned execution of the Wo orks that may potentially afffect Contractor
and the workk of other contractor/subcon ntractor, or if additional inteerfaces have been identifieed, to facilitate Contractor'ss
co-ordination and interfacin
ng with Main Works
W contracttors, Employe er and its Affilia
ates.
The Subcontrractor shall however be respponsible for m

managing and resolving
r those minor interfaace matters associated with h
its Scope of W
Work and the work
w of other contractors/su
c ubcontractors in
i the same vicinity as part oof its normal work
w execution
n
obligations.
For the purp poses of the Project, Sub bcontractor acccepts that inn addressing interface reqquirements or o priorities of
o
Contractor/Em mployer this may
m mean from an adjustment in or alteration
m time to time a n to Subcontraactor's planned
d or scheduledd
activities. Subbcontractor ag
grees that all re
easonable Co ontractor reque
ests for and addjustments or alterations maade to its workk
activities to se
erve the best interests of thhe Project as a whole shall not attract addditional time or cost consid
derations from
m
Contractor.
MITATION FO
25. TIME LIM OR SUBCONT
TRACTOR CLA
AIMS
Except wheree otherwise spe ecifically proviided in the Sub

bcontract, if Subcontractor considers
c itsellf entitled to an
ny extension to o
the scheduled
d Time for Com mpletion or/and d any amount additional to the
t Subcontract Price due o r claimed to be e due to it from
m
the Contracto
or, Subcontractor shall give notice
n of such
h claim to the Contractor
C as soon as practiicable, and in any event, no ot
later than fourteen (14) days
d of Subc contractor beccoming awarre or should have becom e aware of the events or o
circumstancess giving rise to
o such claims..
If Subcontracttor fails to make such claim within such p period of 14 daays, the Subcoontractor shalll be deemed to have waived d
such claim an
nd the Time forr Completion shall
s not be exxtended, the Subcontractor shalls not be enntitled to additional paymentt,
and the Contrractor shall bee discharged frrom all liabilityy in connection
n with such cla
aim.
The Subcontrractor shall allso submit an ny other docu ments which are required by the Subcoontract and Contractor
C and
d
supporting pa
articulars relevvant to such ev
vents or circum
mstances.
The Subcontrractor shall ma aintain such contemporary

c records as may
m be necess sary to substaantiate such cllaim and shall
permit Contra
actor to inspectt such records
s and provide ccopies as nece
essary. Contra
actor may alsoo require such records for itss
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 55 of 62
KALSEL-1
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OAL FIREDPO
OWER PLANT
PROJECT
contractual pu
urposes with the Employer.
Within twentyy one (21) dayys after such notification, tthe Subcontra actor shall sub bmit to Contraactor fully dettailed claim(s))
including full ssupporting parrticulars of the
e basis of the cclaim(s) so notified including
g any extendeed time or addiitional costs. Iff
the events or circumstances giving rise to o the claim haas a continuingg effect;
(a) the
e fully detailed
d claim shall be
b considered interim; and
(b) the
e Subcontracttor shall send further interim
m claims / claim
m updates at monthly
m intervvals, giving the
e accumulated
d
de
elay/extension and/or amount claimed, an
nd such further particulars as the Contract
ctor may reaso
onably require;;
an
nd
(c) Su
ubcontractor shall
s submit a comprehensivvely assemble
ed final claim, including full ssupporting parrticulars of the
e
ba
asis of the saidd final claim and
a the effectss to the Works s, critical path
h and Time forr Completion as applicable,,
witthin fourteen (14)
( days afterr the end of the
e effects resulting from the events
e or circuumstances giv
ving rise to the
e
cla
aim, or within such other period as Contra actor may agree.
The Subcontrractor shall submit such other o documen nts and furtheer supporting particulars aas may be required by the e
Contractor an nd/or allow the Contractor to inspect Subco ontractor's con
ntemporary records in orderr for Contracto or to determinee
the validity oof the claim(s) submitted by b the Subco ontractor. In th
he event the Subcontractoor fails to com mply with the e
requirement o of this Article 25
2 sufficiently
y to substantiaate the whole of the claim(ss) submitted, S Subcontractorr shall only be e
entitled to commpensation fo or such part off the claim as he has been able
a to substa
antiate to the ssatisfaction off Contractor orr
alternatively th
he claim as a whole
w shall be
e deemed null and void and the Subcontra actor shall not be entitled to any extension n
of the Time foor Completion or additional payment.
p
AGES AND GOVERNING

26. LANGUA G LAWS
L
This Subcontrract shall be executed

e in the
e English langguage. All documents, drawings and comm
munications in
n connection
with this Subccontract and itts performance e shall be in E
English.
Notwithstanding the place of

o signature off the Subcontrract, or the loc
cation of the Permanent
P Woorks, this Subccontract shall
read and be cconstrued and be governed in accordance e with and und der the Laws ofo [the countryy designated in the Part II
hereof].
27. SETTLEM
MENT OF DIS
SPUTES
Except expresssly specified in Article 25 (Time Limitatio on for Subconttractor Claims s), a notice of a claim intention of any kind d
which a Partyy has shall be submitted
s with
hin fourteen (1
14) Days after that Party’s Site
S Manager bbecomes aware of the event
or occurrencee which gives rise
r to the claim
m,. The Party receiving the notice of the claim
c intentionn as well as its detailed claim
m
documents sh hall decide fin
nally whether to honor, com mpromise or decline the claim before pproceeding witth the dispute e
resolution proocedures belo ow. Subcontra actor shall con
ntinue to diligently perform the Work in the manner designated
d byy
Contractor, irrrespective of the
t pendency of any claims .
In the event oof any claim be

eing made by or
o action beingg brought by a third party ag
gainst a Partyy (the Defenda ant) for which it
is entitled to indemnification from the oth
her Party (the Indemnifier), the Defendan nt shall prompptly notify the Indemnifier byy
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 56 of 62
KALSEL-1
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OAL FIREDPO
OWER PLANT
PROJECT
issuing a writtten notice sppecifying the details

d of succh claim, and the Defendan nt may, at itss own expens se, conduct alll
negotiations ffor the settlem
ment of such claim.
c The De efendant shalll keep the Ind demnifier inforrmed of the progress of the e
proceedings aand shall obtaiin the prior written consent oof the Indemniffier (not to be unreasonably
u elayed) prior to
withheld or de o
reaching a ne
egotiated settleement of such h proceedings..
If any dispute
e or difference
e of any kind shall arise beetween the Co ontractor and the Subcontraactor in conne ection with the
e
Subcontract oor carrying out of the Subconntract Works th
he Parties sha
all endeavor th
hrough producctive discussioons to reach ann
amicable understanding ab bout the matteers in disagree
ement to achieeve a final setttlement agreeeable to both Parties,
P before
e
referring such
h disagreemen nt to the Arbitration process .
In the event th
he Parties can
nnot achieve mutual
m agreem
ment, the Conttractor shall sttate its decisioon in writing th
hat it considerss
fair and reasoonable and shaall give notice of the same tto the Subconttractor. Such Contractor
C deccision shall bee binding upon n
the Contractor and the Subccontractor unttil Completion of the Subconntract Works and shall forthw with be given effect
e to by the
e
Subcontractorr, who shall co
ontinue with the Subcontractt Works with all
a due diligenc ce and expedittion, pending the t outcome of
any arbitration
n proceedingss as outlined below.
b
Without prejudice in any way

w to the fore egoing, if, with
hin fifteen (15)) calendar day
ys after the daate of the abo
ove decision inn
ntractor the Su
writing by Con ubcontractor does not accep pt such Contra actor decision, then Subconttractor may nootify Contractor
that the matte
er shall be fina
ally referred to and settled bby the arbitrato
or to be agreedd upon the Paarties
The Arbitration shall be conducted in the English

E langua
age, shall be held
h ce specified in the PTC in ac
in the plac ccordance with
h
the Rules of Arbitration ofo the Internattional Chamb ber of Comme erce.
The arbitral aw
ward rendered d by arbitratorr(s) shall be fin
nal and binding upon the Pa
arties. It may bbe made public only with the
e
consent of thee Parties. Anyy monetary aw ward shall be m made in U.S Dollars
D unless otherwise
o speecified in the PTC.
P
Neither the exxistence of anyy controversy or claim nor t he fact any arrbitration is pending hereundder shall reliev
ve either Partyy
of his obligatio
ons under the Subcontract.
Subcontractorr shall not be

e entitled to suspend
s perfo
ormance of any
a of the Wo
orks or any oof its obligatio
ons under the
e
Agreement peending resoluttion or settlem
ment of a dispu
ute.
28. COMPAN
NY ACCESS TO
T AND USE OF THE WOR
RKS
28.1 Access
s to the Works
s
The Subcon ntractor acceppts that Emplo

oyer via Contra
actor may elect to view any y part of Subcoontractors Equ
uipment under
manufacturre, fabrication or assembly at other placees, for the Wo
orks and in su uch case Subbcontractor shall permit free
e
unrestricted
d access to representatives of Employer aand provide any clarification
ns requested.
28.2 Employ
yer Presence in Subcontra
actors' Office
es or Manufac
cturer Establiishments
The Subcon ntractor accep pts that Employ yer via Contra
actor may elec epresentative in a Subcontrractor office for
ct to station a re
a period of ttime, or at a pa
articular manuufacturer's esta
ablishment bu ut this is forese
een as limited to short visits. In such event
Subcontracctor shall provvide such tem mporary facilitties as, office
e accommoda ation, computiing and telec communication n
equipment, tea/coffee/so oft drinks etc. and
a miscellan neous office su upport assista ance as may bbe required. TheT associated d
costs shall be deemed in ncluded in the Subcontract P Price.
Subcontra
act No. : HGU
U-
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eneral Terms and
a Condition
age 57 of 62
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OAL FIREDPO
OWER PLANT
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28.3 Employ
yer / Contracttor Use of Ins
stalled Equipm
ment Before Work Comple
etion
The Contra actor or/and Employer may at any time d during executio on of the Subcontract Workks before Worrk Completion,
elect to ope
erate and use installed
i Subccontractor suppplied Equipme ent or parts of the
t Works wheether or not su uch Equipment
or parts of tthe Works havve been acceppted as comple ete, as long as
s such Equipm ment or parts oof the Works are in operating g
condition, in order to tesst or permit operation of ann Installation or
o System under the Main Contract. The use of such h
Subcontracctor Equipment or parts of thhe Works by CContractor/Emp ployer shall no
ot relieve Subccontractor of itts obligation to
o
fully comple ete such Equip
pment or partss of the Workss used.
29. AS-BUILT
T DRAWINGS
S, DOCUMENTS & RECOR
RDS
The Subcon ntractor shall prepare

p and keep
k up to date
e, a complete set of "As-built" records of the execution of the Works,,
showing the e exact "As-b built" locations
s, sizes and ddetails of the Works
W as exe
ecuted, with ccross-reference es to relevantt
specifications and data sh heets etc. Theese records shhall be kept on the Site and shall
s be used eexclusively forr the purposess
for the Worrks. Subcontra actor shall supply such "As-b built" records in
i both hard and electronic fformats and inn the numberss
required byy Contractor an nd Employer.
The Subcon ntractor shall also

a prepare and
a submit to tthe Contractorr's Representa
ative "As-built drawings" of the
t Works thatt
shall be prrepared as the e Works proc ceed, and sha
all be submitted to the Contractor Repre resentative in the hard and
d
electronic fo
ormats and in the numbers so required foor his review.
As a condittion precedennt to issuance

e of the Certifficate of Work
k Completion by Contractorr, Subcontracttor shall have e
submitted to
o Contractor all
a the requisite
e accurate an d correct "As--built drawings
s" and "As-bui lt" records of the
t completedd
Works and all such furthe
er drawings, documents,
d re cords and ma anuals and the e like that mayy necessarily be
b required byy
Contractor and Employerr.
The Workss shall not be

e considered complete
c for the purposess of Work Completion untill all such corrrect "As-built"
documents, drawings, records and other data have bbeen submitte
ed to Contractor and acceptted.
UMENTS
30. RETENTION OF DOCU
Pursuant to Employer expre ess requirements of the Main n Contract, Suubcontractor shall retain all S
Subcontract Documents
D andd
records for a m
minimum perio od of five (5) years
y e date of Final Acceptance by
from the b Contractor or alternatively 5 years from
m
the date of Teermination of the Works by Contractor orr Employer. Such S documen nts shall be reetained by Subbcontractor for
reference in th
he event of an
ny disagreeme ents or disputees involving th
he Works relattive to the Maiin Contract an
nd Project, andd
may if circumsstances dictatte, subject to notification
n by Contractor, re
equire retention for an extennded period beeyond 5 years.
31. CONFIDE
ENTIALITY
(a) The Subcontractor shall not discloose details off the Subcontract Works to
o any person or persons ex xcept those
engaged
d in the perforrmance of the Subcontract W Works. The Subcontractor shall
s not give aany items con
ncerning the
Subcontra
act No. : HGU
U-
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eneral Terms and
a Condition
age 58 of 62
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OAL FIREDPO
OWER PLANT
PROJECT
details o
of the Subconttract Works to
o the press or a news agenc
cy without the Contractor's pprior written ap
pproval.
(b) The Su ubcontractor agrees

a to handle confidentiially all of the
e Contractor's and the Empployer's proprrietary data,
informattion, and otheer documents supplied to th
he Subcontrac ctor in connec
ction with the Subcontract Works, and
shall nott under any circumstances provide
p them tto any third paarties, and sha
all use them exxclusively for the
t purpose
of the Subcontract Wo orks.
(c) The obligations conttained in this ARTICLE sh hall continue in

i full force notwithstanding
n g the Compleetion of the
Subconttract Works orr termination of
o the Subconttract. Upon Co ompletion of th
he Subcontracct Works, or uppon request
by the C
Contractor, the
e Subcontractoor shall return all such the Contractor
C proprietary inform
mation withoutt delay.
(d) If so re
equested by th
he Contractor, the Subconttractor shall re
equire his emp
ployees, agennts, servants or
o workmen to o
execute a non-discloosure agreement prior to peerforming any of the Subcontract Works under the Sub bcontract, and
d
shall allso submit a copy thereof to
t the Contracctor.
(e) Both PParties shall trreat the details

s of the Subco
ontract as priv
vate and confidential exceppt to the extent necessary to
o
carry o
out obligations under it or coomply with Appplicable Laws.
(f) With reg

gard to Contraactor/Employe er information that Subcontrractor is permitted to use forr the purposes s of the Works,
Subcon ntractor herew
with agrees thaat, for a period
d of fifteen (15)) years followin
ng Contractor''s issuance of the Certificate
e
of Fina
al Acceptance or otherwise from Termina ation of the Subcontract by Contractor/Em
C mployer, Subcontractor shalll
not dissclose or makke available to t any third p party, or use directly or indirectly, exceept as may be e required for
conduccting is contractual obligatio
ons under the S Subcontract, unless:
u
i) Such
h information was om Contractorr or Employer, or
w known to Subcontracto r prior to obtaining same fro
ii) Such
h information was
w in the pub
blic domain prrior to the time
e of disclosure
e to Subcontraactor, or
iii) Succh information was disclosed d to Subcontraactor by a Thirrd Party who did not receive the same from
m directly from
m
Conttractor, Emplooyer or its Affiliates and who
o, to the best of
o Subcontracctor's knowledgge, no obligattion of secrecyy
with respect theretto
bcontractor sh
(g) The Sub hall ensure tha
at such provisi ons are reflec
cted in its sub--contracts.
32. MISCELL
LANEOUS PR
ROVISIONS
32.1 Surplus Materials
Upon Comp pletion of the Subcontract

S Works
W all items of surplus Maaterials and Eq
quipment whicch have been furnished
f by
the Subcon ntractor and itts sub-contracctors shall be hheld at the dis
sposal of the Subcontractor
S aall in accordan
nce with the
instructionss by the Contrractor, with the
e exception on nly of those items which the e Contractor wwishes to retaain, in which
case the Co ontractor shalll have the righ
ht to retain andd purchase su uch surplus Maaterials & Equuipment at actu ual cost.
All items o
of surplus Ma aterials & Equ
uipment which
h have been furnished by y the Contracctor and intended to be
incorporate
ed into the Works but not used shall bee returned to the Contractor in an undaamaged state
e. Any such
Contractor issued Materrials or Equipment that are
e damaged or destroyed whilst
w under S
Subcontractor’’s care, the
replacemennt value shall be
b charged to Subcontracto
or's account.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 59 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
The Subcon ntractor shall hold harmless s and indemn ify the Contra
actor from and
d against any cclaim which might
m be made
e
against the Contractor wiith respect to surplus
s Materrials and Equip
pment whetheer retained or nnot by the Con
ntractor.
32.2 Contra
actor's, Emplo
oyer's and Su
ubcontractor''s Interests
The Subco ontractor shall at all times conduct himsself and execu ute the Subcoontract Workss in such a manner
m as willl
safeguard tthe interests of
o the Contracttor and the Em
mployer and sh
hall amongst other
o ary and proper
things taake all necessa
steps to prrevent abuse or uneconom mical use of fa
acilities made
e available to the Subcontrractor by Con ntractor and/or
Employer.
32.3 Accoun
nting and Auditing
The Subco ontractor shall maintain co omplete sets of accountin ng records. Contractor
C or Employer du uly authorizedd
representattives shall havve access at all
a reasonable e times to all the
t Subcontra actor's and hiss subcontracto
ors' personnel,
books, recoords, correspoondence, instructions, planss, drawings, re
eceipts, vouch
hers and mem moranda of eve ery description
n
pertaining to the Subconttract Works heereunder for th
he purpose off auditing and for any other rreasonable pu
urpose.
Contractor or Employerr representativ ves shall havve the right to reproduce any of the aforesaid doc cuments. The e
Subcontracctor shall reserve all the afo
oresaid docum ments for a period of two (2) years from C
Contractor's is
ssuance of the
e
Certificate o
of Final Accep
ptance or alterrnatively the da ation of the Subcontract Worrks.
ate of termina
32.4 Waiverr
Any failure of Contractor to require, ap pply or enforce e performancee of any provissions of the Suubcontract durring the Workss
e interpreted byy Subcontracto
shall not be or as a waiverr of such provis
sions or Contractor's rights ppursuant to the
e Subcontractt,
nor shall it affect Contracctor's right to instruct
i the duue performanc ce of such pro
ovisions and oobligations at a later date. Inn
such event Subcontractor shall not be entitled
e to requuest any time or cost consid
derations for coomplying with its obligationss
pursuant too the Subcontrract.
Any waiverr of any right of

o remedy und
der this Subco
ontract or by law
l is only efffective if givenn in writing an
nd shall not be
e
deemed a wwaiver of any subsequent breach or defau
ult.
No single o
or partial exerccise of any righ ht or remedy p
provided unde
er this Subconttract or by law
w shall preventt or restrict the
e
further exerrcise of that orr any other right or remedy.
ctor Materials & Equipmen

32.5 Contrac nt Issued to S
Subcontractor
For those CContractor Ma aterials & Equiipment free isssued to Subc contractor for incorporation in the Works Subcontractor
shall be ressponsible for the receiving from Contracctor, unloading, inspection for any obvioous damage or o defects andd
prompt notiification to Co
ontractor, and transportation n within the la
aydown / storage area / Sitte. Contractorr's free issued
d
Materials & Equipment sh hall then fall un
nder Subcontrractor's care and
a custody an nd proper safee storage in ac
ccordance with
h
Contractor'ss requirementts until perman nently installed
d in the Workss and taken ovver by Contracctor at Work Completion.
C
32.6 Preserv
vation of Equ
uipment & Ex
xport Packing
g
The Subco ontractor shall responsible, as applicab ble, for mainttaining the prroper preservvation of suchh Materials &
Equipment whilst under Subcontractor
S 's care and cu
ustody, including preservatio
on after the Eqquipment has been installed
d
in the perm
manent location, until Comm
missioning of tthe Equipmen nt or System. Such preservvation shall be
e conducted in n
accordancee with Employeer/Contractor// Vendor requiirements.
act No. : HGU

Subcontra U-
PART I. Ge
eneral Terms and
a Condition
age 60 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
32.7 Ground
d Water & Po
ollution
The Subcontractor shall perform the Works

W so as not to introdu
uce or discharrge into the gground, sea, any
a surface orr
e water bearin
sub-surface ng strata or resservoirs or oth
her body of wa
ater, any substtances or mateerials which may
m pollute the
e
environmennt or be delete
erious to life.
The Subconntractor shall also

a not introd
duce or discha arge into the atmosphere, fro
om any sourcee whatsoever, smoke, dust,
or other po
ollutant or con
ntaminant in violation
v of Em mployer HSE regulations or o any laws, rrules or regulations of anyy
government or other agency having su uch authority.
The Subcon ntract shall defend, protect, indemnify and

d hold harmles
ss Contractor and
a Employerr from and aga ainst any claim
m
of whatsoeever nature arrising from po ollution causedd by Subcontractor pursuant to this Artiicle and resultant penaltiess
o the Applicablle Laws and any clean-up a
pursuant to and/or remedia
al costs.
However, thhe Subcontracctor shall not be responsible e for any pre--existing polluttion, reservoirr seepage, gra
adual seepage
e
and pollutio
on caused by Employer
E to th
he extent it afffects the Work ks.

b responsible
e for pollution emanating froom his own equipment and tthe Subcontra actor shall hold
d
the Contracctor and/or the e Employer harmless from and against all losses, expenses, claim ms, demands anda causes of
action of evvery kind and character ariising from polllution of the air,
a soil and water
w caused by any emanation from the e
Subcontracct Works to be performed un nder the Subco ontract exceptt where such pollution
p is cauused by any action,
a inaction
n
or negligence on the partt of the Contra
actor or the Emmployer, their agents and em
mployees.
32.8 Bribes
s
If the Subco ontractor or an

ny of its sub-co
ontractors, dire
rectors, officers, employees,, agents or serrvants has giv ven or offers too
give to the EEmployer or thhe Contractor or their directoors, officers, employees, ageents or servannts, directly or indirectly, anyy
bribe, gift, g
gratuity or com
mmission as ana inducementt or reward for doing or forb bearing to do aany action in relation to the e
Main Contrract or Subco ontract or anyy other contra act with the Employer
E or th
he Contractorr, then the Co ontractor mayy
terminate tthe offending subcontract or alternative ely the Subc contract pursuuant to Articlle 21 (TERM MINATION BY Y
SUBCONTRACTOR’S DEFAULT)here
D ein.
32.9 Comm
munication
(1) A notice given to a paarty under or in

i connection with this conttract shall be in writing andd sent to the party
p at the
address orr to the fax number given in this contract or as otherwis
se notified to the
t other partyy.
(2) The follow

wing table setts out methods
s by which a n
notice may be
e sent and, if sent
s by that meethod, the corrresponding
deemed de elivery date and time:
Delivery me
ethod D
Deemed deliv
very date and
d time
Delivery by h
hand. O
On signature of
o a delivery re
eceipt
Pre-paid firsst class post orr other next working day A

At the time rec
corded by the delivery
delivery servvice[ providing
g proof of deliv
very] sservice(Pre-pa
aid first class post)
p or 9.00 am on
tthe [second] Business
B Day after posting(oother
n
next working day
d delivery se
ervice)
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 61 of 62
KALSEL-1
K CO
OAL FIREDPO
OWER PLANT
PROJECT
Pre-paid airm
mail [providing
g proof of deliv
very]. A
At the time rec
corded by the delivery servi ce
Fax. A
At the time of transmission.
(3) For the purpose of para

agraph (2) above in this artiicle and calculating deemed
d receipt:
(a) all refe

erences to time
e are to local time
t in the pla
ace of deemed
d receipt; and
(b) if deem
med receipt wo ould occur in the
t place of de
eemed receipt on a Saturda
ay or Sunday or a public ho
oliday when
banks are not open forf business, deemed receiipt is deemed to take place at 9.00 am onn the day wheen business
next sta
arts in the place of receipt.
(4) This articcle does not apply

a to the service
s of anyy proceedingss or other doc
cuments in anny legal action
n or, where
applicablee, any arbitrattion or other method
m of disp
pute resolution
n.
alid if sent by e-mail withou

(5) A notice given under this Subcontrract is not va ut attachment of the notice
e letter duly
d by the Party giving the notice.
executed
(6) A notice
e to any of Subcontractor’
S ative or key personnel shall be deemeed to be noticed to the
’s Representa
Subcontrractor.
Subcontra
act No. : HGU
U-
PART I. Ge
eneral Terms and
a Condition
age 62 of 62

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KALSEL-1

1.3 Interprretive Provisio

2.1 Extentt of Subcontra

2.2 Projecct Execution Procedures

3.2 The Subcontractor Representativ

4.4 Approval of Supplie

4.5 Acquirred Rights/Titles

5.1 Appliccation of Main Contract

5.3 The Priority between Subcontractt and Main Co

5.4 Prolonged / Extend

6.3 Securing of License

6.4 Inspecction of Site

6.6 Workss to be Satisfaction of Contractor and Em ployer

6.9 Protecction of Site

6.12 Appliccation to Guara

6.13 ontractor’s Insurance Obliga

6.14 Remedy on Subcon

6.16 Compliance with Sta

6.20 Patentt Indemnity an

7.2 Transffer of Personn

7.3 ports, Permits and the like

7.5 Festivvals and Religious Customs

7.8 Industtrial Relations

7.11 Labor Laws

7.12 Recorrds of Subconttractor’s Perso

8.4 Termss of Payment

9. BOND (BANK GUA

9.2 Perforrmance Bond

10.1 Qualityy of Materials, Workmanship and Tests

10.3 Inspecction and Testing

10.4 Accesss to the Work or Site

10.5 Examiination of Worrk Before Cove

10.6 Removal of Imprope

11.3 Delay of Drawings or

11.4 ption or Delay of Progress

11.5 Extenssion of Time

12.3 Ownership of Drawiings & Docum

12.4 Liens and Claims

12.5 Liens and Claims Release

13.1 Construction Equipm

13.2 Importting of Constru

13.3 Customs Clearance

13.5 Removal of Constru

14.1 Time ffor Completion

14.2 Liquidated Damage

15. WORK COMPLETION AND FIN

18.1 Right tto Vary

18.2 Variatiion Order

21.3 Valuattion at Date off Termination

22.1 Right tto Terminate for

22.4 Other Settlement affter Terminatio

23.5 Not a Waiver

27. SETTLEMENT OF DISPUTES

28.1 Accesss to the Workss

29. AS-BUILT DRAWIN

act No. : HGU

32.6 Preservation of Equ

(1) “Affiliaate” means when

(2) “Appliicable Laws”” means all law

(3) “Apprroval” or “App

(4) “Variaation Order” means

(5) “Certifficate of Worrk Completion

(6) “Certifficate of Fina