3.2.1 General Conditions of Contract for Subcontract
Transcript of 3.2.1 General Conditions of Contract for Subcontract
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 1/91
VIETNAM ELECTRICITY rEPS O MON THERMAL POWER PL NT
Section
IV.
General
Conditions
of ontract
GCC)
r
IV GCC
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 2/91
-
9
O
v6
6
8
9L
v9
γ.
…
……
…
nÆ
f…pÇ
0v
8çp
Z
따
Z
LpO
Ç6
f8
1vL1
I…
……
…
……<
qU<x
OU
9
OÇ
O
……………1<
•…………………
•
………
•
……
•
……
•
……………•
…………
•
…•…•
……
•
…
•
…
•
…
•
…
•
…
•
…
•……………•
…
•
………
•
…………
•
…
•
…•…
•
…
•…•
…
•
………
•
…
•…•…
•
…
•
…
•
…
•
…
•
…
•
…
•
…
•
…
•
…
•………………
•…
•
…
•
…
•
…
•
…
•
………
•
…•
……
•
앙띠헤
I
v•
……
•……………
•
…
•
…•
………•
…
•
…•…
•
…………•…•…•…•………………•……………………………
•
…•…•…•……………•…•…
•
…•……•…•…•…
•
…
•
…•…•……
•
………………•…•
……
•
……
•………•…•…•…•…
•
…
•……
•…•…•…•…•…•…•…
•
…•
……
•……•…•…•…•…•…………•…앓
I
Ç…•…•…………
•
…
•
………………
•
…………
•……
•………•…•…
•
…•…•…•…•…•…
•
…•…•…•…•…•…•…•…•…•…•
……
•…•…•
……
•…•………•…•
……
•…………………•…
•
…
•
…
•
…
•
…•…•…•…………………•…•…•…•…………•
……
•…•…•…•…•…•…
•따따긴
I
Ç
…•“…•…
•
…•………•…
•
…
•
…
•
…•…
•
…
•
…•……•…•…•……•…•…•…•…•…•…
•
…
•
…•…•…•…•…•…•…•…•…•…•…•……•…
•
…•…•…•…•…•…•……•…•…•…•…•……
•
…•…
•
…
•
…
•
…
•
…•……………•…•…•
…………
•…•…•…
•……
•…•…•…•…•…•…•…•…
•
…•…•…•……•…•…•
끄
Z……
……
W
Z……
•
…
•
…•…•…•…•…•………•……•…
•
…
•
…•…•…•…
•
…
•
……
•
…•…
•
………
•
…………
•
…
•
…………
•
……
•
………
•
…
•
……
•
……………
•
…
•
…
•
……
•
…
•
…•…•…•……•…
•
……•…•…•…•…
•
……
•
…
•
………
•
…
•
…
•
………
•
…
•
…
•
…•…
잉핏
0
I
•
…•…•…•…•
…핏여
6
6
•……•…
•
………•…
•
………
•
…
•
'
야l
g
뾰양잉때따8
.L
L
]
1
‘…
.
….8
•…•…
•
…
J9
9
•
'따따
ç
…•…………•…
•
…
•
…
•
…•…•…•…………
•
……………•…•…•…•…•…•…•
……
•…•………•
……
•…•…•…•…•
……•
…•…•
………•
…•
……
•…•…
•
…
•……
•…
•
…………………•…
•
…
•
…
•
…
•
…•…•…•…•…•…•………•…
•
………………………•…•…•
……
•…•…•…•
………•
…•…
•
…•…•…•……………
•
아
v
6•…•…
•
…
•
…
•
………•
…
•
…
•……………………•…
•
…
•
…
•
…•……
•
…
•
…
•
……
•
…
•
…
•
…
•
…
•
………
•
…
•
…
•
…
•
…………
•
…
•
……•………
•
…
•
…•………
•
…
•
…
•
…•
…
•………•…
•
………
•
…
•
……
•
…
•
…
•
…
•
……
•
…
•
…
•
…
•
…
•
…
•
………
•
…
•
…
•
…
•
……
•
……………………
•
"뻐없따와따
z
6•………•…•
……
•…
•………•
…•…………
•
…
•
…………•
……
•
……
•…•…•…•…•…•…•…•…•…•…•………•…•…•…•
……
•…•…•…•
……
•…•
……
•…•…
•
…•…………
•
…
•
…
•
…•…
•
…•…
•
…•…•…•…•…•…•…•
……•
…•…•…•…•…•…•……………………•…아
낀
펀
.
.8왜 3eU때
/
/
‘
에
1
JUU
D
NWHN
OW
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 3/91
-
/
;
Þ
.
Z
.U
.uUSX
O
.6
…
U
H
. M8
.aL
9
p
U
9
ÞP
u
Ç
0.
…
.
6.
_OO
L
. J
U
Z
9
1
“
9L
.
…
.
‘
.TH
MN
LWA
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 4/91
]
VIETNAM
ELECTRICITY TEPSCO
MON THERMAL POWER
PL NT
1. Definitions
General Conditions of
ontract
A.
ontract and Interpretat ion
1 1
The following words and expressions shall have the
meanings hereby assigned to them:
(1)
“
Adjudicator means the person or persons named as
such n the SCC appointed by agreement between the
Employer and the Contractor to make a decision on or
to settle any dispute or difference between the
Employer and the Contractor referred to
피
or herby
the parties pursuant to GCC Sub-Clause
6 1
(Adjudicator) hereof.
(2)
“
Commissioning means
o p e r i o n of
the Facilities or
any p 따 thereof by the Contractor followed by
R e l i a b i l i η Run
Performance Test
up to Completion
of the Facilities and Take Over
by
EVN for
Commercial Operation
as provided
n
GCC Clause
24 hereof
for the purpose of carrying out
Performance
ε s t s ) .
“
Commercial Operation means the Operation taken
over
by
EVN immediately
a:ft
er the Completion of
Facilities as set forth in GCC Sub-Clause 25. 1
(3)
“
Completion means that the Facilities or a specific
따 thereof have or has been completed operationally
and structurally and put in a tight and clean condition
and that all work in r e s p ε c t of Commissioning
R e l i a b i l i η Run and Performance Test ofthe Facilities
or such specific
따
thereof has been completed; n
other words that the Facilities or specific 따 thereof
are ready for Commercial Operation
as
provided n
GCC Clause 24 (Completion) hereof.
Th
e date
of
Completion
of
Facilities is defined as the
date when the Performance Test is satisfactorily
completed and EVN certified and issued
“
Provisional
Acceptance Certificate .
(3)-1
“
Consultant means the person the firm
appointed by EVN to act
as
the engineering
consultant with concurrence of JICA for ensuring
successful completion
of
the Project. Tokyo Electric
Power Services Co.
Ltd. (TEPSCO) is appointed as
Consultant. Power Engineering and Consulting
IV-GCC-l
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 5/91
VIETN M ELECTRICITY TEPSCO
MON THERMAL POWER PL NT
(4)
(5) “ Contract Documents means the documents listed in
rticle
1
1 (Contract Documents) of the Form of
Contract Agreement (including any amendments
thereto).
(6) “ Contract Price means the sum specified in rticle
2
1 (Contract Price) of the Contract Agreement
subject to such additions and adjustments thereto or
deductions therefrom as may be made pursuant to the
Contract.
“Net Contract Price means Contract Price excluding
the amount of Provisional Sums
Physical
Contingencies and Tax and Duty as stated in Pricing
Sched
u1
e.
\
’
’
\
(7) “ Contractor means the person(s)
firm
consortium
t n r s i p
corporation or syndicate whose id to
perform the Contract has been accepted
by
EVN and
is named as such in the Contract Agreement
to
enter
the Contract and includes the legal successors or
permitted assigns ofthe Contractor.
(8) “ Contractor’s Equipment means a
Il
plant
facilities
equipment machinery tools apparatus appliances
or things
of
every kind required
in
or for
construction
instaIlation
completion and
maintenance of Facilities that are to be provided by
the Contractor
but does not include Plant and
Equipment or other things intended to form or
forming
ofthe
Facilities.
(9) “ Contractor ’s Representative means any person
nominated by the Contractor and approved by EVN
in the manner provided in GCC Sub-Clause 17.2
(Contractor’ s Representative and Project Manager)
hereof to perform the duties delegated
by
the
IV-GCC-2
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 6/91
VIETNAM
ELECT
CITY TEPSCO
MON THERM L
POWER PL NT
Contractor.
“Project Manager means a person appointed by the
Contractor
’
s Representative and approved
y
EVN
to supervise all works to be executed at the Site in
t h e m
없 m e r set forth in GCC Sub-Clause 17.2 .4. The
Contractor may appoint his Representative as Project
Manager
to
delegate his responsibilities and duties.
“Technica Leader means a persons or a firm who
sha
l
be selected from either the Boiler or Turbine
manufacturer and appointed by the Project Manager
with suitable qualifications and approved by EVN to
take full responsibility for the technical performance
ofthe
whole Facilities.
r/ \
}
(10)
o u n
따 , of Origin means the countries and
territories b l e under the rules of Japan Bank for
Intemation
a
Cooperation as further elaborated in
Section IX.
(11) D a y 꺼 “Week , “Month and “Year means
calendar day
,
week
,
month and year of the Gregorian
Ca endar.
(12)
“
Defect Liability Period or
“
Warranty Period
means the period of validity
of
the warranties given
by the Contractor commencing at Completion
of
the
Facilities or a
thereof, during which the
Contractor is responsible for defects with respect to
the Facilities (or the relevant part thereof
as
provided in GCC Clause 27
D
efect i a b i l i 양 hereof.
(13)
“
Effective Date means the date of fulfillment
of
all
conditions stated in
Art
icle 3 ffective Date for
Determining Time for Completion) of the Form of
Contract Agreement, for the purpose of determining
the Time for Completion.
(14)
“
Employer (Vietnam Electricity or
“
EVN )
m e
없
the person named as such in the Contract Agreement
and includes the legal successors or permitted
assigns
ofthe
Employer.
Vietnam Electricity VN) and its subsidiary Cantho
Thermal Power Company Limited (CTTP) is the
implementing agency
of
the Government
of
Socialist
Republic of Vietnam to execute the Project. Tokyo
Electric Power Services Co
Lt
d
,
(TEPSCO) is
IV-GCC-3
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 7/91
VIETN M ELECTRICITY/ TEPSCO
MON
THERM L POWER PL NT
nominated
as
Consultant.
Th
e Word
“
EVN
is
hereinafter referred to
as
EVN itself
@ EVN and CTTP
@ EVN
CTTP and TEPSCO
or
@
CTTP and TEPSCO
as
the case may depend on the situation and
context where the word is used.
1
5
따
means the
“
o
Mon
Th
ermal Power Plant
Unit No. 2 Construction Project
as
stipulated in
Loan Agreement and the Contract Agreement.
(16) “Facilities means the plant
equipment
apparatus
machinery and structure to be manufactured
transported
supplied
installed an or constructed as
well
as
all the Insta
ation Services to be carried out
by the Contractor under the Contract to form
Permanent Works. However
the term “Temporary
Facilities sha
l1
be used
as
the fac
i1
ities temporarily
required for execution
o
the Permanent Works such
as temporary
퍼 t e m p o r
따
y
road
scaffolding
etc.
except construction equipment
materials and
consumables.
(16)-1 “Permanent Works means a portion o the Works
or the Facilities that is o permanent nature to be
executed and taken over to EVN by the Contractor
under the Contract.
(16)-2
“
Temporary Works means a portion
o
the Works
o
t e m p o r 따 y
nature required for execution and
completion o the Permanent Works and the remedy
o any defects.
(17) “GCC means this General Conditions o Contract
hereof
and “SCC means Special Conditions
o
Contract.
1 8 “Performance Test(s) means the test(s) specified
in
the Technical Specifications to be carried out
ascertain whether the Facilities or a specified part
thereof is able to attain the Functional Guarantees
specified in the Technical Schedule in accordance
IV-GCC-4
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 8/91
k
T N M ELECT CITY
/
TEPSCO
MON THERM L POWER PL NT
with the provisions
o
GCC Sub-Clause 25.2
performance Test) hereof.
1
9)
“
stallation Services means all those services
ancillary to the supply
o
the Plant and Equipment
for the Facilities, to
be
provided by the Contractor
under the Contract; e.g. transportation and provision
o marine or other similar insurance, inspection,
expediting, site preparation works, construction
works (including the provision and use o
Contractor’s Equipment and the supply o all
construction materials 띠
뼈 ,
installation, testing,
precommissioning, the provision o operations and
maintenance manuals, etc. as specified in the
Technical Specifications.
(20)
“
Provisional Acceptance means the acceptance by
EVN
o
the Facilities (or any
따 o
the Facilities
where the Contract provides for acceptance
o
the
Facilities in parts) after the satisfactory completion
ofPerformance Test, which certifies the Contractor
’
s
fulfillment o the Contract in respect o Functional
Guarantees
o
the Facilities (or the relevant 따
thereo
f)
in accordance with the provisions o GCC
Clause 28
F
unctional Guarantees) hereof and shall
in
ude deemed acceptance in accordance with GCC
Clause 25 (Commercial Operation and Provisional
Acceptance) hereof.
(21)
“
Plant and Equipment means permanent
equipment, machinery, apparatus, articles and things
o all kinds to be provided and incorporated in the
Facilities by the Contractor under the Contract
(in
uding the Optional Spare parts, Special Tools
and Consumables
to be
supplied by the Contractor
under GCC Sub-Clause 7.3 hereo
f),
but does not
include Contractor’s Equipmen
t.
(22) “Precommissioning means the testing, checking and
other requirements specified in the Technical
Specifications that are
to
be carried out by the
Contractor in preparation for Commissioning as
provided
in GCC
Clause 24 (Completion) hereof.
(23)
“
EVN
s
Representative means the person or the
firm appointed by EVN in the manner provided in
GCC Sub-Clause
17 .1 E
VN
’
s Representative)
hereofto perform the duties delegated
by
EVN.
IV-GCC-5
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 9/91
VIETN M
ELECTRICITY TEPSCO
o MON THERMAL POWER PL NT
(24)
EVN appointed CTTP as his Representative
delegated his responsibilities and duties to CTTP. 뺑
t
‘
J
“ Site m 없 the land and other places upon
피
the Facilities are to be installed
which are d e s i g n a t ~
for the Contractor to utilize for temporary facilities
working area and such other land or places as m
’
be specified in the Contract as forming part
of
the
Site.
(25) “ Subcontractor means any person
fmn
partnership
corporation or syndicate to
whom
execution
of
any
P
of the Facilities
including preparation of any
design
or
supply
of
any Plant and Equipment
is sub
contracted directly or indirectly by the Contractor
and includes his legal successors or permitted
asSlgnS
(26) “Time for Completion means the time within which
Completion of the Facilities as a whole (or
of
a
of
the Facilities where a separate Time for Completion
of such part has been prescribed) is to be attained in
accordance with the specifications and the relevant
provisions of the Contract.
EVN
will accept the Facilities as completed
upon
Issuance of Provisional Acceptance
e π i f i c t e
that
is
final date of Contract Period
the date of EVN’s
acceptance and taking over the Facilities for
Commercial Operation the date of risk transfer to
EVN and the date of starting Defect Liability Period.
(27) “Unit NO.l Contract means the Contract of 0 Mon
Th
ermal Power Plant Unit NO.l with EVN which is
being executed in the adjacent area to the Site. The
Unit NO.l is now put into commercial operation under
CTTP
’
s managemen
t.
(28) “JICA means Japan temational Cooperation
Agency; the financing institution to provide a Loan
with Socialist Republic
ofVietnam
for the Project.
(29) “Member Companies (in case of a consortium) and
“Nominated Subcontractors means the Contractor
who shall execute such major Works as Turbine
Generator
Boiler
Flue Gas Desulphurization System
and Civil Works except the Contractor
or
Lead Partner
who shall have all responsibilities under the Contract
IV-GCC-6
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 10/91
「
T N M ELECTRICITY
/
TEPSCO
MON THERM L POWER PL NT
towardEVN.
(30) “Specification or Technical Specification means
the General Technical Provisions and the Technical
Specification
of
the Works and the Bid Drawings.
(31) “ Works means both the Permanent Works and
Temporary Works
,
or either
of
them
,
each consisting
of
Goods and Services (or works), to be executed
under the Contract
(32) “Goods means the Equipment and Materials for the
Permanent Works
, and the Contractor
’
s Equipment,
Temporary Facilities and materials (including
too1s
,
appliances
,
spares
,
consumables) for the Temporary
Works, or any
of
them.
(33) “Services or “works means works
,
services
,
drawings
,
tests
,
installation
,
construction
,
commissioning or any
of
them appropriate, and any
other 따
of
the Works other than Goods.
(34) “Equipment or “Plant means plant
,
equipment
,
apparatus, machinery and vehicles intended to form or
o r m i n p
없
ofth
Permanent Works.
(35) “Materials means 상
r i n g s
of all kinds (other than
Equipment) intended to form or forming 따 of
Permanent Works, including the supply-only
materials, such
as
spares and consumables for
operation to be supplied by the Contractor under the
Contract.
(36)
“
Power Plant Unit
or “
Unit a complete power
generating Equipment Unit No.2 consisting
of
a
boiler
,
a turbine
,
a generator
,
a flue gas
desulphurization plant and unit auxiliaries other than
Common Equipment
(37) “ Common Equipment means the Equipment other
than Power
P1ant
Unit Such Equipment serves a
function for the who1e power station rather than for an
individual Unit and for the operation
of
two
2)
Power
Plant Units
N
os. 1 and 2).
(38) “ Critical Equipment and “ Critica1 Materials means
the items
of
a substantial nature
of
which the
performance is essential to the performance of the
Works or which
are so
designated by EVN. Such
IV-GCC-7
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 11/91
VIETNAMELECTRICITY TEPSCO
o
MON THERMAL POWER PL NT
*
items are stipulated in Clause 2.1.2.2 in Volume 2:
. \ ~ ι
( β 3 9 )
C o n s t
’ ” ’ (and const
I n s t a l l a
í i o α o n
’ ” ’ (and
i n s t l l ψ l
’ ” ’ verb) m e 않 a n s the
s ì t ~
Services including setting, erection,
i n s t a l l a t i o
assembling, fixing and placing.
(40)
“
Partial Acceptance means the issuing
of
the
Provisional Acceptance or Taking-Over Certificate for
of
the F a c i l i t i ε s that has been completed to the
satisfaction of EVN
,
pursuant to SCC Sub-Clause
1.2.5.2 (n).
(41) ‘ 펜
n a l
Acceptance means the issuance of the Final
Acceptance Certificate for the Facilities upon expiry
of
the Defect
i
ability Period as stipulated in SCC
Sub-Clause 2.5.2(q and SCC Sub-Clause 2.5.2(r).
(42) “Key Date
of
the Contract means a Key Date
stipulated in SCC Sub-Clause 1.2 5.2.
(43)
“
Contract Period means the period starting from the
c t i v e
Date of Contract and terminating on the
completion date
ofth
Performance Tests, certified by
the Provisional Acceptance Certificate issued by EVN
for completion
of
the whole
of
the Works
as
stated in
GCC Sub-Clause 8.2, excluding the Works during
Defect Liability Period as stated in the Contract unless
extended in accordance with GCC Clause
40
(44)
“
Bid
D r a
n g s
means the drawings forming p 따 of
the Specification
as
defined in item (5) “ Contract
Documents above and to be used
as
따
of
the
Contrac
t.
(45) “Detailed Drawings or “ Construction Drawings or
“ Contractor’s Drawings means the drawings prepared
by the Contractor based on his detailed design and
planning to define the Works to be carried out and or
Equipment to be furnished under the Contract.
(46) When terms
of “
approval
, ‘
'judgment or direction
,
“when approved
,
“ subject to approval
,
“
satisfactory
, “
as directed
, “
where directed
, “
when
directed , “determined by ,
ε t c .
are used generally,
the approval
,
judgment or direction
,
etc. is implied to
be the function
of
EVN. Such function shall at all
times be exercised reasonably, or shall not
be
unreasonably withheld, whichever is appropriate.
IV-GCC-8
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 12/91
VIETNAM ELECTRICITY TEPSCO
MON
THERMAL POWER PL NT
2. ontract
Documents
2 1
(47)
“
Net Output means the generator output less both
excitation power and main oil pump power. Therefore,
in case excitation power is taken from the generator
and main oil pump power is directly connected with
the generator, the generator output is net output. On
the other hand
,
in case excitation power and main oil
pump power are taken from other sources, the
generator output minus excitation power and main oil
pump power ís net output.
(48) “Auxiliary Power Consumption means the electric
power consumed
by
all continued operation of
auxiliary equipment required for operation of power
p1ant such as circulating water pump and forced
draught fan. In case that the lubricant oil pump for
turbine is not direct1y connected with the turbo
generator shaft, the power consumed
by
such a pump
shall not be included in the Auxiliary Power
Consumption but the turbine output deducted by such
power consumption shall be regarded as net turbo
generator output.
Subject to
rt
icle
1.
2 (Order of Precedence) of the
Contract Agreement, a
l1
documents forming part
of
the
Contract (and all parts thereo
f
are intended to be
correlative
,
c o m p l e m e n t η and mutually explanatory.
The Contract shall be read as a whole.
Th
e Contractor shall not, without EVN
’
s prior written
consent, disclose the contents of the Contract (conditions,
specifications drawing
,
p sample or information
furnished by or on behalf
of
EVN in connection
therewith), to y p ε r s o n other than the Contractor’ s
employees or subcontractor. The Contractor shall not,
without EVN
’
s prior written consent, make use of any
documents or information as stated above except for the
purpose of
performing the Contrac
t
y documents
other than the Contract Agreement shall remain the
property
of
EVN and shall be returned to EVN
,
upon
completion of the Contract,
if
so required by EVN.
3. Interpretation
3 1
Language
3.1.1 All Contract Documents
,
all correspondence and
communications to be given, and all other documentation
to be prepared and supplied under the Contract shall be
written in the English Language
,
and the Contract shall be
construed and interpreted in accordance with that
IV-GCC-9
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 13/91
VIETNAM
ELECTRICITY TEPSCO
MON
THERMAL POWER PL NT
language.
The ruling language on all matters associated with the
Contract shall be English.
However
,
the Contractor shall employ
nglisht
Vietnamese interpreters during the execution
of
the
training programme
as
stipulated in SCC Sub-Clause
2.23.
Contract
communications are prepared in any language other than
the governing language under GCC Sub-Clause 3.1.1
above, the English translation of such documents,
correspondence or communications shall prevail
in
matters
of
interpretation.
3.2 Sin
u
ar and Plural
The
s i n g
shall include the plural and the plural shall
include the singular, except where the context otherwise
requires. Pronouns indicating male he) shall include
female she) or neuter
샤
and female
or
shall
include male pronoun.
3.3 Headings
3
.4
3.5
h
headings and marginal notes in the Conditions of
Contract are included for ease
of
reference
,
and shall
neither constitute a part
of
the Contract
야 f f e c
its
m t 않 e r p r e l O n
ε r s o n s
Words imparting persons or parties shall include firms
,
corporations and government entities.
Incoterms
Unless inconsistent with any provision
of
the Contract
,
the
meaning
of
any trade term and the rights and obligations
of
t i e s
thereunder shall be
as
prescribed by Incoterms.
Incoterms means intemational rules for interpreting trade
terms published by the Intemational Chamber of
Commerce
l
atest edition as
of
the Effective Date)
,
38
Cours Albert 1er, 75008 Paris, France.
3.6 Entire Agreement
Subject to GCC Sub-Clause 6
.4
hereof
,
the Contract
constitutes the entire agreement between EVN and
IV-GCC-I0
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 14/91
VIETN M
ELECTRICITY
TEPSCO
MON THERMAL POWER
PL NT
Contractor with respect to the subject matter of Contract
and supersedes all communications negotiations and
agreements whether written or oral)
of
parties with respect
thereto made prior to the date of Contract.
3.7 Amendment
No amendment or other variation of the Contract shall be
effective unless it is in writing
is dated
expressly refers to
the Contract
and is signed by a duly authorized
representative of each party hereto.
3.8 Independent Contractor
Th
e Contractor shall be an independent person s)
performing the Contract. The Contract does not
c r ε t e
any
agency partnership joint venture or other joint relationship
between the parties hereto.
Subject to the provisions of the Contract
the Contractor
shall be solely esponsible for the manner in which the
Contract is performed. All employees
representatives or
Subcontractors engaged by the Contractor in connection
with the performance
of
the Contract shall be under the
complete control of the Contractor and shall not be deemed
to be employees
of
EVN
and nothing contained in the
Contract or in any subcontract awarded by the Contractor
shall be construed to create any contractual relationship
between any such employees
representatives or
Subcontractors and EVN.
3.9 Joint Venture or Consortium
f
the Contractor
is
a joint venture or consortium
of
two
or more persons
all such firms
be jointly and
severally bound to EVN for the fulfillment of the
provisions
of
the Contract and shall designate one
of
such
persons to act
as
Lead Partner with authority to bind the
joint venture or consortium. The composition or the
constitution of the joint venture or consortium shall not
be altered without the prior consent ofEVN.
3.10 Non-Waiver
3.10.1 Subject to
GCC
Sub-Clause 3.10.2
no
relaxation
forbearance delay or indulgence by either
in
enforcing any of the terms and conditions of the Contract
or the granting
of
time by either party to the other shall
prejudice
affect or restrict the rights
of
that
under
IV-GCC-l1
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 15/91
_ _
VIETNAM ELECTRICITY
TEPSCO
o
MON
THERMAL POWER
PL NT
the Contract nor shall any waiver by either party of any
Ireach
ofContract operate
as
waiver ofany subsequent or
continuing breach ofContract.
3.10.2 y waiver
of
a rights
powers or remedies under
the Contract must be in writing must be dated and signed
3 11
3.12
by an authorized representative of the granting such .
waiver
and must specify the right and the extent to which
it
is
being waived.
Severability
f any provision or condition
of
the Contract is prohibited
or rendered invalid or unenforceable
such prohibition
invalidity or unenforceability shall not 많 the v l i d i 양
or
e n f o r c e b i l i η
of
any other provisions and conditions
of
the Contract.
o u n
ofOrigin
“Origin means the place where the materials
equipment
and other supplies for the Facilities are mined
grown
produced or manufactured
and from which the services
are provided.
The Services
and equipment and materials for the
Permanent Works (the Equipment and the Materials
respectively) to be executed and supplied under the
Contract shall have their origin in source countries
eligible for JBIC loans and all expenditures made under
the Contract will be limited to such Equipment
Materials
and Services.
π l e c o u n t η of origin ofCritical Equipment and Materials
shall be preferably the same as countries of nominated
m a n u 옮 c t u r e r s belonging to the Bidders that have been
qualified.
In
case the Critical Equipment and Materials have an
origin other than the above-stated the Bidders shall
submit EVN the application
of
such an origin in the Bids
and provided that it is worldwidely recognized that such
Critical Equipment and Material are practically
substantially and functionally acceptable in their
performance and reliability for use in the duties similar to
those for this Project and well proven by successful
experiences
of
application to the same duties
as
above
they may be accepted. Particularly
as for 1) printers
IV-GCC-12
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 16/91
VIETN M
ELE TRI ITY
TEPSCO
o
MON
THERMAL POWER
PL NT
표
(human-machine interface) for computer systems,
home communication equipment such as telephone and
(2) small electronic devices, elements, parts or
components
I
Cs
,
LSIs
,
semiconductors
,
microchips
,
resisters, condensers, etc.), that are included or integrated
in equipment, modules, panels and boards of electrical,
control and instrument systems as such manufacturers
standard parts or components, their countries of origin
may not necessarily be the above stated countries.
The Critical Equipment and Materials referred to above
are items of a substantial nature and of which the
performance is essential to the performance of the W orks
or which are so designated by EVN. Such Critical
Equipment and Materials items are stipulated in Clause
2.1.2
.2
ofVolume 2.
/
In case specific brand name is found in the Bid
Document
,
it shall be read as such specific brand name or
substantially equivalen
t.
4. Notices
4.1 Unless otherwise stated in the Contract, all notices to be
given under the Contract shall be in writing, and shall be
sent by personal delivery, airmail post, special courier,
cable
,
telegraph
,
telex, facsimile or Electronic Data
Interchange (EDI) to the address
ofthe
relevant
4.1.1 y notice sent by cable
,
telegraph
,
telex, facsimile or
EDI shall be confirmed within two (2) days after dispatch
by notice sent by airmail post or special courier
,
except as
otherwise specified in the Contrac
t.
4. 2 y notice sent by airmail post or special courier shall be
deemed to have been delivered ten (10) days after
dispatch
,
in the absence of earlier receip
t. In
proving the
fact
of
dispatch, it shall be sufficient to show that the
envelope containing such notice was properly addressed,
stamped and conveyed to the postal authorities or courier
service for transmission by airmail or special courier.
4.1.3 y notice delivered personally or sent by cable,
telegraph
,
telex
,
facsimile or EDI shall be deemed to have
been delivered on date
of
its dispatch.
4. 4 Either p π y may change its postal, cable, telex, facsimile
or EDI address or addressee for receipt of such notices by
ten (10) days notice to the other in writing.
IV-GCC-13
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 17/91
VIETNAMELE T
R1
CITY TEPSCO
MON THERMAL POWER PL NT
5
Governing
Law
6
Settlement of
Disputes
4
1
5 Wherever condition in the Contract is made
communication to
be
written or in writing'
condition shall mean any type-written or
lon
including facsimile transmission.
4.1.6 Wherever condition in the Contract requires the givin
4.2
5 1
6 1
6 1
1
notice
consent or approval by any person such
n
consent or approval shall not be unreasonably
l e l d
Unless otherwise specified such notice consent or
approval shall be in writing and shall be construed
accordingly.
Notices shall be deemed to include any approvals
consents
instructions
orders and certìficates to be given
under the Contract.
The Contract shall
be
governed by and interpreted in
accordance with laws
of
Vietnam.
Protests and Appeals
If
any dispute of any kind whatsoever shall arise between
EVN and the Contractor under or in connection with the
Contract including any question regarding its existence
a c c e p t a b i l i η
or validity or termination or the execution of
the Facilities (whether during the progress of the
Facilities or after their completion or whether before or
after the termination abandonment or breach
of
the
Contract) without prejudice to the generality of the
foregoing the parties shall seek to resolve any such
dispute or difference by mutual consultation.
6.1.2
If
the Contractor considers that EVN
’
s ruling instruction
or decision is unfair or out of scope
of
the conditions
of
the Contract the Contractor shall file a written protest
with EVN stating clearly and in detail ofthe Contractor
’
s
grounds
of
objection within ten (10) days
of
the date
of
the receipt of such ruling instruction or decision. EVN
shall deliver the decision in writing within t w n η eight
(28) days. EVN
’
s such decision shall be fmal and
conclusive unless the Contractor shall make written
appeal on the EVN’s decision 피 n twenty eight (28)
days after thc rcccipt of EVN’s dccision.
6.1.3 EVN and the Contractor shall make v η effort
to
resolve amicably by direct negotiation in accordance with
the conditions
of
the Contract.
6 1 .4 If
within twenty eight (28) days of the commencement of
IV-GCC-14
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 18/91
,
VIETNAM
ELECTRICITY TEPSCO MON THERM L POWER PL NT
negotiation EVN and the Contractor have been unable to
solve amicably such Contractual dispute
either party may
refer for resolution to arbitration by the mechanism
as
set
forth in GCC Sub-Clause 6.2 below.
6.2 Arbitration
6 2 1 n
y dispute s i n g under or in connection with the
Contract which has not been settled between the
Contractor and EVN
shall be referred to and finally
settled by arbitration.
f
either EVN or the Contractor
is
dissatisfied or
if
the both parties could not conclude the
dispute within the period as stated in GCC Sub-Clause
6 1
after the dispute being referred to the other
then either EVN or the Contractor may within fifty six
(56) days
of
such reference give a notice to the other
of
its intention to commence arbitration
as
hereinafter provided as to the matter in dispute. No
arbitration in respect of this matter may be commenced
unless such notice is given.
6.2.2
n
y dispute in respect
of
which a notice of intention to
commence arbitration has been given in accordance with
GCC Sub-Clause 6 2 1 shall be finally settled by
arbitration.
r
bitration may be commenced prior to or
after completion
ofthe
Facilities.
6.2
3
rbitration proceedings shall be
c o n d u c t ε d
in accordance
with the
“
Rules of Conciliation and rbitration of
Intemational Chamber of Commerce issued by the
In
temational Chamber
of
Commerce.
Th
e seat
of
rbitration shall be in Singapore and conducted in
English Language.
n r
bitration Board shall
be
formed
with three (3) members of whom two (2) members shall
be
appointed by EVN and the Contractor respectively
and these two members will appoint one (1) member
as
a
chairman ofthe Board. Iffirst two members
m o t
agree
upon the appointment
of
a member
within fifteen
(15) days the third member shall be appointed by the
President
of
Intemational Chapter
of r
bitrators. All
decisions by the Arbitration Board shall require simple
o r i t y
and shall bind on both parties. The decision
shall be informed to both parties in writing by the
Chairman of the Arbitration Board. The rbitration fee
shall be bome by the loosing
The rbitration Board
may engage experts to act in an advisory
c a p a c i η
but not
able
to
vote on the decision. Minutes
of
all
meetings
endorsed by members of the Board shall be kept by both
IV-GCC-15
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 19/91
VIETNAM
ELECT
R1CITY TEPSCO MON THERMAL POWER PL NT
partíes.
6.2.4 No one with a financial interest in the subject under
arbitration will be permitted to serve on this Board.
6 3
Notwithstanding any reference to the arbitration herein
며
the parties shall continue to perform their
respective obligations under the Contract unless
they otherwise agree
and
b) EVN shall pay the Contractor any payment due
the Contractor.
6
4
Court Litigation
n
y arbitration award pursuant to the conditions
of
this
Contract may be enforced in any court having jurisdiction
overEVN
the Contractor or their assets.
B.
Subject
Matter of ontract
7
Scope
of
Facilities
Unless otherwise expressly limited in the Technical
Specifications
the Contractor
’
s obligations cover the
provision
of
all Plant and Equipment and the
performance
of
all
n
stallation Services required for the
design
manufacture
procurement
q u a l i η assurance
construction
installation
associated civil works
commissioning and delivery of the Plant and Equipment
and completion of the Facilities in accordance with the
plans
procedures
specifications
drawings
codes and
any other documents as specified in the Technical
Specifications including
but are not limited to
the
provision
of
supervision and engineering services
the
supply of labor
materials
equipment
spare parts as
specified in GCC Sub-Clause 7.3 below) and accessories
Contractor’ s Equipment; construction utilities and
supplies
t e m p o r a η
materials
structures and facilities
transportation including
without limitation
un10ading
and hauling to
from and at the Site) and storage.
7 2
The Contractor shall
unless specifically excluded in the
Contract
perform all such work
a n ψ o r
supply all such
items and materials not specifically mentioned in the
Contract but that can
be
reasonably inferred from the
Contract as being required for attaining Completion
of
the Facilities
as if
such work and/or items and materials
7 1
/
l
‘
\
IV-GCC-16
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 20/91
「
ι
VIETN M ELECTRICITY I TEPSCO
MON THERM L POWER PL NT
were expressly mentioned in the Contract.
7
.3
In addition to the supply
o
Essential Spare Parts
,
Special
Tools and Consumables specified in the Contract
,
the
Contractor agrees to supply Optional Spare Parts ,
Optional Special Tools and Additional Consumables
required for the operation and maintenance o the
Facilities for the period
o
two 2) years after the
Provisional Acceptance. However, the identity,
specifications and quantities o such Optional Spare
Parts, Optional Special Tools and Additional
Consumables and the terms and conditions relating to the
supply thereof are to be agreed between EVN and the
Contractor
,
and the price
o
such Optional Spare
Optional S p e c i
Tools and Additiona1 Consumables
shall be that given in Price Schedule provisional Sum
The price
o
such Optional Spare P Optional
Special Tools and Additional Consumables shall include
the purchase price therefor and other costs and expenses
including the Contractor’s relating to the supply o
spare parts.
7.4 The Facilities to be completed under the Contract shall be
made on a turn-key basis which include but not limited to
the Works mentioned below:
1) designing, manufacturing, shop testing, shipping
and delivering
,
installing
,
testing and
commissioning one 1) 300-330 MW
oi
gas fued
Thermal Power Plant which consists
o
equipment ey Equipment) such
s
boiler,
turbine
,
generator and flue gas desulphurization
plant FGD),
2) constructing associated civil and architectural
structures
3) commissioning, reliability test running, and
executing performance test to assure the
Facilities’ function in accordance with the
conditions o the Contract
4) supplying tools
,
spare and consumables in
accordance with the Contract
5) supplying vehicles and additional equipment for
EVN use and maintaining Site Offices for EVN
and the Consultant.
IV-GCC-17
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 21/91
VIETNAM
ELECTRICITY TEPSCO MON THERMAL POWER PL NT
8.
Commencem
ent,Execution
nd
Completion
(6) and other Works and e π i c e s under the provision
of
the Contrac
t.
7 5 This Project is planned as the extension of “
o
Mon
Thermal Power Plant Unit NO l and Common Facilities
for Two (2) Units Contract Unit
NO l
Contract) which
was taken over and is now in operation at the location
adjacent to the Site. So that the Contractor shall be duly
aware of his
r e s p o n s i i l i η
neither to obstruct nor to
damage the ongoing and completed Facilities or
Personnel under the Unit NO.l Contract pursuant to GCC
Clauses 9 and 33.
8 1
Time for Commencement
8 1 1 The Contractor shall commence work on the Facilities on
and from the Effective Date and shall
the
construction works at Site as soon
as
practically possible
as approved by EVN, and without prejudice to GCC Sub
Clause 26.2 hereof
,
the Contractor shall thereafter
proceed with the Facilities in accordance with the time
schedule specified in the corresponding Appendix 4
(Time Schedule) to the Contract Agreement.
8 1.2 Within fifteen (15) days of the Effective Date, the
Contractor shall send the Contractor’s Representative
and supporting staff for the kick off meeting at CTTP
and he or other representative
b
efore starting of
full-scale construction at the Site) shall staying in
Can Tho City for daily contact and communication with
EVN.
8.2 Execution ofWorks
8 2 1
Th
e Contractor shall, always during the Contract Period,
execute the works at Site in mobilization of staff,
workforce
,
Contractor’s Equipment and Temporary
Facilities which, in the judgment
of
EVN, are sufficient
to complete the Facilities within the Contract Period in
compliance with the key dates and other conditions of
the Contract.
8.2.2 The c a p a c i η
of
the Construction Equipment and the
Temporary Facilities
, sequence
of
operations, method
of
operations and workforce employed shall be such as to
ensure the completion of the Works within the Contract
Period and on Time for Completion.
8.2.3
Th
e Contractor shall be responsible for gaining and
IV-GCC-18
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 22/91
V1ETNAM ELECTRICITY TEPSCO
MON THERMAL POWER PL NT
\
9.
ontractor
’s
9 1
Responsibilities
maintaining any licenses, permits, permissions or
authorities that may be necessary to enable him to
c π y
out the Works.
If
requested to
do
so
,
EVN shall provide
advice and assistance to the Contractor in gaining such
authorizations , but this shall in no way relieve the
Contractor of
e s p o n s i b i l i η
8
.3
Time for Completion
8
.3 1 Th
e Contractor shall attain Completion
of
the Facilities
or
of
a part where a separate time for Completion
of
s u c h p is
specified as key dates in the Contract) within
thirty five 35) months
of
Effective Date or within such
extended time to which the Contractor shall be entitled
under GCC Clause 40 hereof.
Th
e date
of
completion is
as specified in GCC Clause 24 Completion).
8
.3
.2
Th
e Works shall be completed in the sequence order
of
commissioning
p
ower receiving
,
initial firing
,
initial
없 n
admission
,
synchronization
,
run and
adjustment), reliability run and performance tests,
of
which key dates are set forth in SCC Sub-Clause 1.2.5.2
k), 1) and n).
8
.3
3
The Works
,
except that part to be performed during the
Defect Liability Period
,
shall be completed within the
Contract Period indicated
in
GCC Sub-Clause 8
.3.1. Th
e
Time for Completion
of
the W orks
,
the last date
of
the
Contract Period
,
sha
Il
be the date
of
satisfactory
completion
of
the Performance Tests, as certified
by
the
Provisional Acceptance Certificates issued by EVN
,
for
the whole
of
the Equipment.
8.3
.4 Th
e date
offinal
and total completion
ofthe
whole ofthe
W orks shall be the date
of
termination of the Defect
Liability Period for the whole
of
the Works.
It
shall be
certified by the Final Acceptance Certificate issued by
EVN in accordance with SCC Sub-Clause
1.
2
.5
.2 r)
,
after the Inspection for Final Acceptance
of
the Works
,
and provision by the Contractor
of
the Optional Special
Tools, Spare Parts and Consumables for operation and
maintenance in accordance with GCC Sub-Clause 12.5.
Th
e Contractor shall design
,
manufacture including
associated purchases and or subcontracting), install,
construct and complete the Facilities with due care and
diligence in accordance with the Contract.
9.2 Th
e Contractor confirms that it has entered into this
IV-GCC-19
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 23/91
_,
V1ETNAM
ELE TRI ITY
/ TEPSCO
0 MON THERMAL POWER P 없 때
ζ ι
? 용 윗 얀 쌓
, . . , ~ .
‘ ’
i C_
-
‘
I
:: .
Contract on the 밟 s i s o a proper examination o the d ’ 핸
relating
to
the Facilities including any data
as to
b o
g X ~ :
얻
s t s )
provided by EVN
and on the basis
o
따
o r m a
따 핸
Y
that the Contractor could have obtained from a vi
inspection o the Site including the conditions o the works
o
Unit No
. l
Contract as stated in
GCC
Sub-Clause
7 5
above and o other data readily available
to
him 려 a t i n g to
the Facilities
as o
the date twenty-eight 28) days prior
to
Bid submission.
Th
e Contractor acknowledges that any
failure
to a c q u 없
himself with all such data and
information shall not relieve his responsibility for properly
estimating the difficulty or cost
o
successfully performing
the Facilities.
9.3
Th
e Contractor shall acquire in his name all permits
approvals an
d/
or licenses from all local
state or national
govemment authorities or public service undertakings in
the country where the Site is located that are n e c e s s
y for
the performance
o
the Contract including without
limitation visas for the Contractor
’
s and Subcontractor
’
s
personnel and entry permits for all imported Contractor
’
s
Equipment.
Th
e Contractor shall acquire all other permits
approvals an
d/
or licenses that are not the responsibility o
EVN under
GCC
Sub-Clause 10.3 hereof and that are
n e c e s s a η
for the performance
o
the Contrac
t.
9
.4 Th
e Contractor shall comply with all laws in force in
Vietnam. The laws will include all local state national or
other laws that affect the performance o the Contract and
bind upon the Contracto
r.
π l e Contractor shall indemnify
and hold harmless EVN from and against any and all
liabilities
damages
claims
fines
penalties and expenses
o
whatever nature arising or resulting from the violation
o such laws by the Contractor or his personnel
including
the Subcontractors and their personne
l.
9 5
o u n 따 ofOrigin
9.5.1 The Equipment
Materials and Services for the Permanent
Works
to
be executed and supplied under the Contract
shall have their origin in source countries eligible for JBIC
loans and all expenditures made under the Contract will
be
limited
to
such Critical Equipment and Critical Materials
as
stated in
GCC
Sub-Clauses 9 2 and 9.5.3 below.
9.5.2 The country o origin
o
the Critical Equipment and
Materials shall
be
preferably the same
as
countries
o
the
nominated manufacturers belonging
to
the Contractor
as
IV-GCC-20
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 24/91
VIETN M ELE TRI ITY
/
TEPSCO
o
MON THERMAL POWER
PL NT
qualified or shall be approved by signing the Contract.
9.5.3 The Critical Equipment and Materials
r r e d
to above are
items of a substantial nature and
of
which the performance
is essential to the performance
of
the Works or which are
so
designated by EVN. Such Critical Equipment and
Materials items are stipulated in Clause 2.1.2.2 in Volume
2
9 5
.4 Th
e origin shall be considered to
be
the place where
materials are mined
grown or produced or from which the
Equipment and Materials are fabricated or produced
or
from which the Services are provided. The Equipment and
Materials are considered to be produced when
through
manufacturing processing or major assembling of
components
they are commercially recognized to be
substantially different
in
basic characteristics from its
components.
9.6
9.7
The Contractor shall submit quality assurance program
within twenty eight 28) days
of
Effective Date for EVN’s
approval as stipulated in SCC Sub-Clause 1.2.4.6.
The Contractor shall also propose and execute e t y
Management Procedure and submit periodical safety
record for EVN’s approval. The Contractor shall
indemnify EVN against any liability for losses and
d
l g e s to the property
and against personal injury or
casualty to the personnel
of
EVN
Contractor or
Subcontractor and any party including Unit NO.l
Contractor.
Further to the above the Contractor shall execute the
Safety Management sincerely in conformity with Clause
2.1.9 in Volume 2. The Contractor’s employees shal abide
strictly by the laws of the Socialist Republic of Vietnam
relevant to the execution
of
the Contract. The Contractor
shall conduct the W orks with due regard to safety against
accidents to his employees and to the employees
of
EVN
inspecting the Works. He shall provide such machinery
guards
safe walkways
ladders
bridges
and other safety
devices as may be required by EVN
as
requisite to the
prevention
of
accidents. He shall promptly report to EVN
all accidents occurring to the Contractor’s and
Subcontractor’s employees.
Th
e Contractor shall be
responsible for the payment of all indemnities arising out
of
any labor accident that may occur in the course
of
the
Works for which is responsible.
IV-GCC-21
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 25/91
〔
~
VIETNAMELECT
CITY TEPSCO
MON THERMAL POWER PLA
9.8
면 . 0 : :
진 횟 、
f; \ 6
‘ > ‘
c
If for any reason which does not entitle the Contractor 힐 , t l F
an extension of the Contract Period the rate of progress 칭
the W orks or any section thereof is
따
any time
in
t h e : :
썼
opinion
of
EVN
too slow to ensure completion
of
t4
Works within the Time for C o m p l e t i o ~ or extended Time
for Completion
the Contractor shall thereupon
on written
notice from EVN) take such steps as are n e c e s s
Y
to
accelerate the Works to complete the Works
or such
section within the Time for Completion
or extended Time
for Completion. However
the Contractor shall not be
entitled to any additional payment for taking such steps.
9.9 Keeping the Site
of
Works in a sanitary condition in
accordance with the laws
of
the Socialist Republic
of
Vietnam and as directed by EVN.
9.10 The Contractor sh 1 erect and maintain such barriers and
lights as will effectively prevent any accident in
consequence of his Works; and any c o n s σ u c t i o n which
may be jeopardized in any manner must be thoroug
h
y and
substanti
y braced against winds floods settling falling
or like occurrences and when n e c e s s y should be
covered and protected from sun and rain; and he shall be
liable for a
l
damages occasioned in any manner by his
acts or neglect
or those
of
his agents
employees
or
workmen.
9.11
Th
e Contractor sh
1 provide his own vehicles to be used
in the Socialist Republic of Vietnam for the execution of
his W orks under the Contract.
9.12
Wh
en ordered by EVN
the Contractor sh
1 make suitable
and adequate conditions for the safe and free passage of
persons and vehicles around or under the W orks while the
same
IS
m progress.
Such conditions for traffic shall be made to the
satisfaction ofEVN
9.13
If
in the execution of the W orks
it is necessary to
interrupt the natural flow of any river or stream
or any
surface drainage
or the flow
of
any artificial drain
the
Contractor shall take adequate measures to prevent
damage to either public or private property and shall be
held liable for any damage resulting from any neglect on
his part to provide for either natural or artificial drainage
which he may have i n t e π u p t e d
9.14 The Contractor shall encroach upon public streets and
IV-GCC-22
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 26/91
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 27/91
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 28/91
VIETNAM
ELECT
CITY TEPSCO o MON THERMAL POWER
PLANT
data and other information received from EVN for any
p o s e other than the design
procurement
of
Plant and
Equipment
construction or such other work and services
as
are required for the performance
of
the Contrac
t.
16.3 The obligation of a
under
GCC
Sub-Clauses 16.1
and 16.2 above
h o w ε v e r shall not apply to that
information which
a)
now or hereafter
ε n t e r s
the public domain through
no
fault
of
that
b) can be proven to have been possessed by that at
the time
of
disclosure and which was not previously
obtained
d i
rectly or indirectly
from the other party
hereto
c) o t h e r Í s e
lawfully becomes available to that party
from a third party that has no obligation of
confidentiality
16
.4 The above provisions
of
this
GCC
Clause 16 shall not
in
any way modify any undertaking
of
confidentiality given
by either
of
the parties hereto prior to the date
of
the
Contract in respect
ofthe
Facilities or any
thereo
f.
16.5
Th
e provisions
of
this
GCC
Clause 16 shall survive
termination
for whatever reason
of the Contract.
E
Execution of
the Facilities
17. Representatives 17 1 EVN
’
s Representative
EVN
appointed CTTP
as
his e p r ε s e n t a t i v e and delegated
his responsibilities and d u t i ε s to CTTP. EVN may from
time to time appoint some other person
as
EVN
’
s
Representative in place
of
the person previously
so
appointed
and shall give a notice
of
the
of
such other
person to the Contractor without delay. No such
appointment shall be made at such a time or in such a
manner
as
to impede the progress ofwork on the Facilities.
Such appointment shall only take effect upon receipt of
such notice by the Contractor. EVN’s Representative shall
represent and act for EVN at all times during the r e n c y
of
the Contract. All notices
instructions
orders
certificates
approvals and all other communications under
the Contract shall be given by EVN
’
s Representative
IV-GCC-41
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 29/91
VIETNAM ELECTRICITY TEPSCO MON
THERMAL POWER
PL NT
except as herein otherwise provided.
All notices, instructions , information and other
communications given by the Contractor to EVN under the
Contract shall be given to EVN’ s R e p r ε s e n t a t i v e except as
herein otherwise provided.
17.2 Contractor’ s e p r e s e n t a t i v ε Project Manager
17.2.1 If the Contractor’s Representative is not named in the
Contract
,
then within fourteen 1
4
days of the
E f 6 ε c t i v e
Date, the Contractor shall appoint the Contractor’s
Representative and shall r ε q u e s t EVN in writing to
approve the person so appointed. If EVN makes no
objection to the appointment within fourteen 14) days,
the Contractor’s Representative shall be deemed to have
been approved. If EVN objects to the a p p o i n t m ε n t within
fourteen 14) days giving the reason therefore
,
then the
Contractor shall appoint a replacement within fourteen
14) days of such objection.
17.2.2
Th
e Contractor’s Representative shall represent and act
for the Contractor at all times during the currency of the
Contract and shall give to EVN
’
s Representative all the
Contractor’s notices
,
instructions
,
information and all
other communications under the Contract. All notices,
instructions
,
information and all other communications
given by EVN or EVN ’ s Representative to the Contractor
under the Contract shall be given
to
t h ε Contractor
’
s
Representative or, in his absence, his deputy, except as
herein otherwise provided. The Contractor shall not
revoke the appointment
of
the Contractor
’
s
Representative without EVN’s prior written consent,
which shall not be unreasonably l e l d If VN
consents thereto
,
the Contractor shall appoint some other
person as the Contractor
’
s Representative, pursuant to the
procedure set out in GCC Sub-Clause
17 2
.1.
17.2.3 The Contractor’s Representative may, e c t to the
approval
of
EVN which shall not be unreasonably
withheld)
, at
any time delegate to any person any of the
powers, functions and authorities vested in him. Any such
delegation may be revoked at any time. Any such
delegation or revocation shall be subject
to
a prior
n o t i c ε
signed by the Contractor’s Representative, and shall
specify the powers, functions and authorities thereby
d e l e g a t ε d or revoked. N
0
such delegation or revocation
shall take effect unless and until a copy thereof has been
delivered to EVN and EVN
’
s Representative. Any act or
IV-GCC-42
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 30/91
VIETNAM ELECTRICITY TEPSCO
o MON THERMAL POWER
PL NT
exercise by any person of powers functions and
authorities
so
delegated to him in accordance with this
GCC Sub-Clause 17.2.3 shall be deemed to be an act or
exercise by the Contractor
’
s Representative.
17.2.4 From the commencement of installation of the Facilities
at the Site until Completion the Contractor’s
Representative shall appoint a suitable person as the
project manager hereinafter
r e f e r r ε d
to
as
“ Project
Manager ). Project Manager shall supervise all work
done at the Site by the Contractor and shall be present at
the Site throughout normal working hours except when
on leave
sick or absent for reasons connected with the
proper performance of the Contrac
t.
Whenever the
Project Manager is absent from the Site
a suitable person
shall be appointed to act as his or her deputy.
The Contractor may appoint person for the position
ofhis representative and Project Manager.
The Proj ect Manager shall appoint
“
Technical Leader
and propose such appointment
to
EVN for approva
l.
Technical Leader shall be a person or a firm who shall
take full responsibility by supervising for the technical
matters of the Facilities under the Contrac
t.
e
Contractor may nominate one (1) or
s e v ε r l
persons to
hold concurrently for the position
of
Contractor’s
Representative Project Manager and Technical Leader
subject to EVN’s approva
l.
17.2.5 EVN may by notice to the Contractor object to any
representative or person employed by t h ε Contractor L. 1
the execution of the Contract who in the reasonable
opinion
of
EVN
may behave inappropriately
may
be
incompetent or negligent or may commit a s ε n o u s
breach
of
the Site regulations provided under GCC Sub
Clause 22.3. EVN shall provide evidence
of
the same
whereupon the Contractor shall remove such person from
the Facilities.
17
.2
6
f
any representative or person employed by the
Contractor
is
removed in accordance with GCC Sub
Clause 17
.2
5
the Contractor shall
where required
promptly appoint a replacemen
t.
18.
WorkProgram 18 .1
Contractor
’
s Organization
The Contractor shall supply
to
EVN and the EVN ’s
Representative a chart showing the proposed organization
IV-GCC-43
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 31/91
VIETNAM ELECTRICITY TEPSCO
MON
THERMAL POWER
PL NT
to be
e s t a b l i s h ε d
by the Contractor for carrying out work
on the Facilities. The chart shall include the identities
of
the key personnel together with the curricula vitae of
such key personnel to be employed within twenty-one
(21) days of the E f f i ε c t i v e Date. The Contractor shall
promptly inform EVN and EVN ’s Representative in
writing of any revision or alteration of such an
organization chart.
18.2 Program ofPerformance
Within twenty-eight (28) days after the date of signing
the Contract Agreement
the Contractor shall prepare and
submit to EVN a detailed program of performance
of
the
Contract
made
in
the form specified in
t h ε
SCC Sub
Clauses 1 2.4.2 (e) and 1 2.9.1 reviewing the “Agreed
Work Schedule and showing the sequence in which it
proposes to design
manufacture
transport
assemble
install and precommission the Facilities
as well as the
date by which the Contractor reasonably requires that
EVN shall have fulfilled his obligations under the
Contract
so
as to enable the Contractor to execute the
Contract in accordance the program and to achieve
Completion Commissioning and Acceptance of the
Facilities in accordance with the Contrac
t
The p r o r
n
so submitted by the Contractor shall accord with the
Time Schedule included in the corresponding Appendix
4(Time Schedule) to the Contract Agreement and any
other dates and periods specified in the Contract. The
Contractor shall update and revise the
p r o n
as and
when appropriate or when required
by VN
’s
Representative but without modification in the Times for
Completion given
in
the GCC Sub-Clause 8.3 and any
extension granted in accordance with GCC Clause 40
and shall submit all such revisions to EVN’s
Representative.
The Contractor should observe key dates as specified in
the Contract Agreement and SCC Sub-Clause 1 2.5.2
from time to time during execution ofthe Works.
The Contractor shall use Critical Path Method (CPM)
PERT network or other internationally used program as
the form ofProgram ofPerformance ofthe Contract.
18 3
Progress Report
The Contractor shall monitor progress of all the activities
specified in the program referred
to
in
GCC
Sub-Clause
IV-GCC-44
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 32/91
VIETNAM ELECTR1CITY TEPSCO
o MON THERMAL POWER PL NT
18.2 above
and supply a progress report to EVN’s
Representative every month.
The progress report shall be in a form acceptable to
EVN ’s Representative and shall indicate: a) percentage
completion achieved compared with the
p l n n ε d
percentage completion for each activity; and b) where
any activity is behind the program giving comments and
likely consequences and stating the corrective action
being taken.
18
.4
Progress ofPerformance
If at any time the Contractor ’s actual pro gress falls
behind the program referred to in GCC Sub-Clause 18.2
or it becomes p p r ε n t that it will so fall behind the
Contractor shall
at the request
of
EVN or the EVN ’s
Representative prepare and submit to EVN ’s
Representative a revised program
taking into account the
prevailing circumstances and shall notify EVN ’s
Representative of the steps being taken to expedite
progress
so as
to attain Completion
of
the Facilities
within the Time for Completion under GCC Sub-Clause
8.3
any extension thereof entitled under GCC Sub
Clause 40 1
or any extended period
as
may otherwise be
agreed upon between EVN and the Contractor.
18 5 Work Procedures
The Contract shal1 be ε x ε c u t e d in accordance with the
Contract Documents the procedures given
in
the
section on Sample Forms and Procedures of the Contract
Documents.
The Contractor may execute the Contract in accordance
with his own standard proj ect execution plans and
procedures to the extent that they
do
not conflict with the
s i o n s
contained in the Contrac
t
19. Subcontracting
19
1 The corresponding Appendix 5 List of Approved
Subcontractors) to the Contract Agreement specifies
major items of supply or services such as Boiler
Turbine
Generator
FGD and civil works) and a list
of
approved Subcontractors against each item in uding
vendors.
sofar
as
no Subcontractors are listed against any such
item
the Contractor shall
p r ε p r e
a list
of
Subcontractors
for such item for incIusion in such lis
t
The Contractor
IV-GCC-45
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 33/91
VIETNAM ELECTR1CITY TEPSCO o MON THERMAL POWER
PL NT
may from time to time propose any addition to or deletion
from any such list. The Contractor shall submit any such
list or any modification thereto to EVN for its approval in
sufficient time so
as
not to impede the progress
of
work
on the Facilities. Such approval by EVN for any of the
Subcontractors shall not relieve the Contractor from any
of his obligations, duties or responsibilities under the
Contract.
19.2 The Contractor shall select and employ his
Subcontractors for such items from those listed in
the lists referred to in GCC Sub-Clause 19 1
,
except the
Contractor execute such items by himself. However, the
Contractor shall not subcontract the whole of the
F acilities unless otherwise provided in the Contrac
t.
19.3 For items or parts of the Facilities not specified in the
corresponding Appendix 5
L
ist of Approved
Subcontractors to the Contract Agreement, the
Contractor may employ such Subcontractors as it may
select, at its discretion, and submit the list
of
such
subcontractor with detailed information to EVN for
approval. However such approval will not relieve the
Contractor from his obligation under the Contract.
19
.4
The Contractor shall be responsible for acts
,
default and
negligence of the Contractor any subcontractors or
member of consortium
,
and his agent or employee. e
Contractor shall not replace or remove member of
consortium or subcontractors as s t i p u l a t e 강 above Sub
Clause 19.1. The Contractor shall at all times employ a
competent workforce, which in the judgment
of
EVN
shall be sufficient to ensure the time for completion of the
Facilities. The Contractor shall maintain at the Site an
efficient and adequate number
of
work force, t m p o r y
facilities and Contractor’s Equipment to satisfactorily
execute the Facilities in a safe
,
efficient workmanlike
manner at the rate of progress specified in its working
s c h ε d u l e
All the Contractor
’
s Equipment and
Temporary Facilities shall
be
always in good working
conditions and the Contractor shall repair or replace any
of damaged or inefficient equipment or facilities.
19 5
The Contractor shall be notified to the fact that several
materials required for the Project are available in the
Socialist Republic of Vietnam with acceptable
i n t ε r n a t i o n a l standard quality. The Contractor is
encouraged to maximize the use
of
local materials unless
IV-GCC 46
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 34/91
VIETN M ELECT
CITY
/ TEPSCO MON THERM L POWER
PL NT
‘
20. Design and
Engineering
the requirements under the Contract with respect to timely
availability, quality and price are jeopardized. e
Contractor shall identify local materials and Equipment
components he intends to purchase locally in his Bid.
The Contractor shall make
his
own
r n g e m e n t s
for the
engagement of all labors and, save insofar as the Contract
otherwise provides
,
for the transport
,
housing
,
feeding and
p y m ε n t
thereof. The Contractor
is
encouraged to employ
in the execution
of
the Contract Vietnamese citizens to the
possible extent with preference being given to residents
within the immediate vicinity
of
the Project Site
,
taking
into consideration his overall responsibility to complete
the Works on a timely basis.
20.1 Specifications and Drawings
20.
1 The Contractor shall execute the basic and detailed
design and the engineering work in compliance with the
provisions
of
the Contract, or where not
so
specified, in
accordance with good engineering practice.
The Contractor shall be responsible for any
discrepancies, errors or omissions in the specifications,
drawings and other technical documents that he has
prepared
,
whether such specifications
,
drawings and
other documents have been approved by
VN
’
s
Representative or not.
20.
2
Th
e Contractor shall entitled to disclaim responsibility
for any design, data, drawing, specification or other
document
,
or any modification thereof provided or
designated by or on behalf of VN, by giving a notice of
such disclaimer
to
EVN
’
s Representative.
20.2 Codes and Standards
Wherever references are made in the Contract to codes and
standards in accordance with which the Contract shall be
executed
,
the edition or the revised version
of
such codes
and standards current at the date twenty-eight 28) days
prior to date of Bid submission shall apply unless
otherwise specified. During Contract execution, any
changes in such codes and standards shall be applied after
approval by EVN and shall be treated in accordance with
GCC Clause
39
The Contractor shall, within twenty eight
28) days of Effective Date, submit for EVN’s approval a
list
of
the Codes and Standards, or thereof, which shall
govem the design, manufacture, shoptests, shipping,
IV-GCC-47
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 35/91
‘
VIETNAM ELECTRICITY TEPSCO
o MON THERMAL POWER PL NT
delivering
construction
installation
commissioning
reliability run
and p ε r f o r m n c e test ofthe Facilities.
20.3 Approval
lR
eview
of
Technical Documents by EVN
’
s
Representative
20.3.1 The Contractor shall prepare or cause his Subcontractors
to prepare) and furnish to EVN ’s Representative the
documents listed in the corresponding Appendix 7 List
of
Documents for Approval or Review) to the Contract
Agreement for its approval or review as specified and in
accordance with the requirements of GCC Sub-Clause
18.2
r o g r
ofPerformance). Any
ofthe
Faci1ities
covered by or related to the documents to be approved by
EVN
’
s Representative shall be executed o
y after
EVN’s Representative ’s approval thereof. GCC Sub
Clauses 20.3.2 through 20.3.7 shall apply to those
documents requiring EVN
’
s Representative
’
s
but not to those furnished to EVN’ s Representative for its
review o y
20.3.2 Within fourteen 14) days
of
receipt by EVN’s
Representative
of
any document requiring EVN
’
s
Representative ’s initial study and review in accordance
with GCC Sub-Clause 20.3.1
EVN
’
s Representative
sha
l1
instruct
t h ε
Contractor to submit additional and
explanatory drawings/data reports and shall request the
Contractor to organize explanation meeting
if
required or
to make revision if any. The Contractor shall submit
such additional documents and or make explanation
within seven 7) days
of
such EVN’s instruction or
request. EVN shall within seven 7) days of such
resubmission
either return one copy thereof to the
Contractor with its approval endorsed thereon or shall
notify the Contractor in writing
of
its disapproval thereof
and the reasons therefor and the modifications that
EVN
’
s Representative proposes.
In the event that the Contractor does not receive EVN
’
s
approval confirmation and or comment within the period
above-mentioned
the Contractor shall be entitled to
proceed with execution
of the Works concemed
as
reporting it to EVN provided that there has been
no
delay
or no default
on
the procedures by the Contracto
r.
However such delayed approval
of
EVN does not release
the Contractor from any obligation and responsibility
under the Contrac
t.
20.3.3 EVN’s Representative shall not disapprove any document
IV-GCC-48
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 36/91
\
VIETN M ELECT
CITY
/ TEPSCO
MON THERM L POWER PL NT
except on the grounds that the document does not comply
찌
r i t
some specified provision
of
the Contract or that it is
contrary to good engineering practice.
20.3 .4 f EVN
’
s Representative disapproves the document the
Contractor shall modi:fy the document and resubmit it for
EVN ’s Representative’s approval in accordance with
GCC Sub-Clause 20 3 2 f EVN
’
s Representative
approves the document subject to modification s) the
Contractor shall make the required modification s)
whereupon the document shall be deemed to have been
approved.
20.3.5 f any dispute or difference occurs between EVN and the
Contractor in connection with the Contract or arises out
of the disapproval by EVN
’
s Representative
of
any
document an
or any modification s) thereto that cannot
be settled between the parties within a reasonable period
then such dispute or difference may be referred to
arbitration for determination in accordance with GCC
Sub-Clause 6.2 hereof.
f
such dispute or difference is
referred to an arbitration EVN
’
s Representative shall
give instructions as to whether and
if so
how
performance
of
the Contract is to proceed. The
Contractor shall proceed with the Contract in accordance
찌
r i t
EVN
’
s Representative
’
s instructions
provided that
if
EVN has not given notice under GCC Sub-Clause 6.1.2
hereof then the Contractor shall be r e i m u r s ε d by EVN
for any additional costs incurred by reason of such
instructions and shall be relieved of such responsibility or
liability in connection with the dispute and the execution
of the instructions
as
the arbitrator shall decide
and the
Time for Completion shall be extended accordingly.
20.3.6 EVN
’
s e p r e s e n t a t i v ε approval with or without
modification of the document furnished by the
Contractor
shall not relieve the Contractor
of
any
responsibility or l i a b i l i η imposed upon it by any
provisions of the Contract except to the extent that any
subsequent failure results from modifications required by
EVN
’
s Representative.
20.3.7 Contractor shall not depart from any approved
document unless the Contractor has first submitted to
EVN
’
s Representative an amended document and
obtained EVN
’
s e p r e s ε n t a t i v e approval thereof
pursuant to the provisions of this
GCC
Sub-Clause 20.3.
f
EVN ’s Representative
r ε q u e s t s
any change
in
any
IV-GCC-49
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 37/91
VIETNAM
ELECT
CITY
I
TEPSCO MON THERM L POWER PL NT
21 Procurement
already approved document andlor in any document
based thereon
the provisions of GCC Clause 39 shall
apply to such reques
t.
21.1 Plant and Equipment
Subject to GCC Sub-Clause 14.2 the Contractor shall
manufacture or procure and transport all the Plant and
Equipment in an expeditious and orderly
m r
to the
Site.
21.2 Employer-Supplied Plant
Equipment
and Materials
f
the corresponding Appendix Scope
of
W orks and
Supply by the Employer) to the Contract Agreement
provides that the Employer shall furnish any specific items
of machinery
equipment or materials to the Contractor
the
following provisions shall apply:
2
1
2 1
The Employer shall
at its own risk and
ε x p n s
transport each item to the place on or near the Site as
agreed upon by the
t i e s
and make such item available
to t h ε Contractor at the time specified in the program
furnished by the Contractor pursuant to GCC Sub-Clause
18.2 unless otherwise mutually agreed.
21 .2.2 Upon receipt of such item the Contractor shall inspect
the same visually and notify the Employer ’s
Representative
of
any detected shortage defect or
default.
Th
e Employer shall immediately remedy any
shortage defect or default or the Contractor shall if
practicable and possible at the request
of
the Employer
remedy such shortage defect or default at the Employer ’s
cost and expense. After inspection such item shall fall
under the care
custody and control ofthe Contractor.
Th
e
provision of this GCC Sub-Clause 21
2
2 shall apply to
any
item supplied to remedy
any
such shortage or
d ε f u l t
or to substitute for any defective item or shall apply to
defective items that have been repaired.
21.2.3 The foregoing responsibilities of t h ε Contractor and its
obligations
of
care custody
and
control shall not relieve
the Employer of liability for any undetected shortage
defect or default
nor place the Contractor under any
liability for any such shortage defect or default whether
under GCC Clause 27 or under any other provision of
Contrac
t
IV-GCC-50
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 38/91
VIETNAM
ELECTRICITY
TEPSCO MON THERMAL
POWER
PL NT
21 3 Transportation
21 3 1
The Contractor shall
at
his own risk and expense
transport all the Plant and Equipment and the
Contractor’s Equipment
to
the Site by the mode o
transport that the Contractor judges most suitable under
all the circumstances.
2
1.
3.2 Unless otherwise provided in the Contract the Contractor
shall be entitled to select any safe mode o transport
operated by any person to c π y the Plant and Equipment
and
the Contractor’s Equipment.
2
1.
3 3 Upon dispatch o each shipment o the Plant and
Equipment and the Contractor’s Equipment
the
Contractor shall notify EVN by telex
cable
facsimile or
lectronic Data Interchange EDI)
o
the description o
the Plant and Equipment and
o
the Contractor
’
s
Equipment the point and means
o
dispatch and the
estimated time and point
o
arrival in Vietnam
i
applicable and at the Site. The Contractor shall furnish
EVN with relevant shipping documents to be agreed upon
between the parties.
2
1.
3.4 The Contractor shall be responsible for obtaining
i
n e c e s s a η
approvals from the authorities for
transportation o the Plant and Equipment and the
Contractor’s Equipment to
the
Site. EVN shall use its
best endeavors in a timely and expeditious manner to
assist the Contractor in obtaining such approvals i
requested by the Contractor. The Contractor shall
indemnify and hold harmless EVN from and against any
claim for damage to roads
bridges or any other traffic
facilities that may be caused by
the
transport
o
the Plant
and
Equipment and the Contractor’s Equipment to the
Site.
21 .4 Customs Clearance
The Contractor shall at his own expense handle all
imported Plant and Equipment and Contractor’s
Equipment at the point s) o import and shall handle any
formalities for customs clearance subject to EVN’s
obligations under GCC Sub-Clause 14.2 provided that
i
applicable laws or regulations require any application or
act
to be made by or in the name of EVN who shall take
all
necessary steps to comply with such laws or
regulations. In the event
o
delays in customs clearance
that are not the fault o the Contractor the Contractor
IV-GCC-51
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 39/91
VIETNAMELECTRICITY TEPSCO
o MON THERMAL POWER PL NT
22. Installation
shall be entitled to an extension in the Time for
Completion pursuant to GCC Clause 40.
22.1
Setting Ou
Supervisio
nIL
abor
22.1.1 Bench Mar
k:
The Contractor shall be responsible for the
true and proper setting-out of the Facilities in relation to
bench marks reference marks and lines provided to it in
writing by or on behalf ofEVN.
f
at any time during the progress of installation of the
Facilities any error shall appear in t h ε position level or
alignment
of
the Facilities
the Contractor shall forthwith
notify EVN’s Representative of such error and at his
own expense
immediately rectify such error to the
reasonable satisfaction of EVN ’s Representative. f such
error is based on incorrect data provided in writing
by
or
on behalf of EVN the expense of rectifying the
s m ε
shall be bome by EVN.
f those given bench marks or reference marks are
disturbed or dislocated during the installation and
construction
ofthe
Facilities the Contractor shall relocate
and reset those points at the Contractor ’s expense.
22.
2 Contractor’s Supervision: The Contractor shall give or
provide all necessary superintendence during the
installation of the a c i l i t i ε s and Project Manager or its
deputy shall be constantly on the Site to provide full-time
superintendence of the installation. The Contractor shall
provide and employ only technical personnel who are
skilled and experienced in their respective callings and
supervisory staff who are competent to adequately
supervise the work at hand.
22.1.3 Labor:
a) The Contractor shall provide and employ on the Site
in
the installation of the Facilities such skilled semi
skilled and unskilled labor
as
is necessary for the
proper and timely execution
of
the Contract. The
Contractor is encouraged to use local labor that has
the necessary skills.
b) Unless otherwise provided in the Contract the
Contractor shall be responsible for the recruitment
transportation accommodation and catering of all
labor
local or
e x p a t r i a t ε
required for the execution
of
rV-GCC-52
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 40/91
VIETNAM ELECTRICITY
TEPSCO
o
MON THERMAL POWER
PL NT
the
Contract and for all payments in connection
therewith.
c)
e Contractor shall be responsible for obtaining all
necessary permit s) and/or visa s) from the
appropriate authorities for the
ε n t r y
o all labor and
personnel to be employed on the Site into Vietnam.
d) The Contractor shall at his own expense provide the
means o repatriatión to all o his and his
Subcontractor ’
s personnel employed on the contract
at the Site to their various home countries. e
Contractor shall also provide suitable t e m p o r η
maintenance
o
all such persons from the cessation
o
their employment on the Contract to the date
programmed for their departure. In the event that the
Contractor defaults in providing such means
o
transportation and temporary maintenance, EVN may
provide the to such personnel and recover the
cost o doing so from the Contracto
r.
e) The Contractor shall comply with the provisions
o
all
laws
o
Vietnam affecting the employment o labor.
In
the event EVN becomes liable to any employee or
labor o the Contractor under provisions o any such
law
,
resulting from the Contractor
’
s failure to comply
with the said law, t h ε Contractor shall indemnify
EVN and shall reimburse EVN any expenses or
p e n l η imposed. The Contractor shall submit detailed
returns showing names o supervisory staff and the
numbers
o
each class o labor employed by the
Contractor and subcontractors on the Site in such a
manner and at such intervals as EVN may instruct.
e Contractor shall at all times during the progress
of the Contract use his best endeavors to prevent any
unlawful
,
riotous or disorderly conduct or behavior by
or
n o n g s t
his employees and the labor
o
his
Subcontractors.
f)
The Contractor shall, in all dealings with his labor
and
the labor o his Subcontractors currently
employed on or connected with the Contract, pay due
regard to all r e c o g n i z ε d festivals, official holidays,
religious or other customs and all local laws and
regulations pertaining to the employment
o
labor.
g)
On the Site
,
the Contractor shall observe the normal
working hours
as
specified by EVN. EVN shall allow
IV-GCC-53
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 41/91
VIETN M
ELECT CITY
/ TEPSCO
MON THERM L POWER PL NT
t h ε Contractor to
c a π Y
out work on the Site
continuously during such working hours.
h)
HIV Prevention Program
Vietnam Government had set up the National
Committee for HIV/AIDS drug and prostitution
prevention. Cantho City People
’
s Committee also set
up the Steering Board against HIV/AIDS Drug and
Prostitution.
The Contractor
therefore:
i) is responsible for coordinating with Local
Government to implementing an HIV/AIDS
Prevention Program;
ii) is responsible for implementing an HIV AIDS
Prevention Program n o n g the Contractor
’
s
Employees and the local community) for the
duration o the Contractor
’
s contract
commencing as soon as practicable after the
Contractor’s E m p l o y e ε s arrive at the Site in
conjunction with occupational health staff o the
Contractor and the local health authorities involved
in HIV AIDS prevention;
iii) instructs the Contractor’s Employees to participate
in the HIV AIDS Prevention Program in the course
o
their employment and during their normal
working hours or any period o overtime provided
for in the relevant employment contracts;
For further d ε t i l t h ε Contractor c
a.. 1
contact the
followirlg address:
Backup Health Center
Cach Mang Thang Tam Street Chau Van Liem Ward
o
Mon District
Cantho
i η
Vietnam
Tel.No.: 0710 3661444
Fax.No.: 07103664578
22.2 Contractor
’
s Equipment
22.2 .1
exclusively for the execution
o
the Contract.
Contractor shall not remove the same from the Site
IV-GCC-54
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 42/91
\
VIETNAM ELECT
CITY TEPSCO
MON THERMAL POWER
PL NT
without EVN
’
s Representative
’
s consent that such
Contractor’s Equipment is
no
longer required for the
execution
of
the Contract.
22.2.2 Unless otherwise specified in the Contract upon
completion
of
the Facilities the Contractor shall remove
from the Site all Contractors Equipment brought by the
Contractor onto the Site and any surplus materials
remaining thereon.
22.2.3 EVN will if requested use its best endeavors to assist the
Contractor in obtaining
any
local state or national
government permission required by the Contractor for the
export of the Contractor
’
s Equipment imported by the
Contractor for use in the execution
of
the Contract that is
no
longer required for the execution
of
the Contract.
22 3
Site Regulations and Safety
EVN and the Contractor shall establish Site regulations
s ε t t i n out the rules to be 0 bserved in the execution of the
Contract at the Site and shall comply therewith. The
Contractor shall prepare and submit to the EVN
with a
copy to EVN’s Representative
proposed Site regulations
for EVN
’
s approval which approval shall not be
unreasonably withheld.
Such Site regulations shall include but shall not be
limited to
rules
in
respect of security
safety of the
Facilities gate control sanitation medical care and fire
preventíon.
22 4 Opportunities for Other Contractors
22 4 1 The works under Unit NO.l Contract is being executed
in
adjacent area ofthe Site
as
stated in GCC Sub-Clause 7.5
the Contractor shall coordinate with the other contractor
under the Unit NO.l Contract
to
facilitate both works
under the Unit No.l and Unit NO 2
The Contractor shall upon written request from EVN or
EVN
’
s Representative
give
all reasonable opportunities
for carrying out the work to any other contractors
employed by EVN on or near the Site.
22 4 2 f the Contractor upon written request 갚 o EVN or
EVN’s Representative makes available to other
contractors any roads or ways the maintenance for which
the Contractor
is
responsible
permits the use by such
other contractors of the Contractor’s Equipment or
IV-GCC-55
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 43/91
VIETNAM ELECTRICITY TEPSCO
o MON
THERMAL POWER PL NT
provides any other service of whatsoever nature for such
other contractors
EVN shall fully compensate the
Contractor for any loss or damage c a u s ε d or occasioned
by such
o t h ε r
contractors in respect
of
any such use or
service and shall pay to the Contractor reasonable
remuneration for the use of such equipment or the
provision of such services.
22 4
3
The Contractor shall also
so
r a n g e to perform his work
as to minimize to the extent possible interference with
the work of other contractors. EVN’s Representative shall
determine the resolution of any difference or
co
n:flict that
may arise between the Contractor and other contractors
and the workers of EVN in regard to t h ε i r wor
k.
22.4.4 The Contractor shall notify EVN’s Representative
promptly of any defects in the other contractors ’ work
that come to its notice and that could affect the
Contractor
’
s wor
k.
EVN
’
s Representative shall determine
the corrective measures if any required to rectify the
situation after inspection ofthe Facilities. ε c i s i o n s made
by EVN’s Representative shall be binding on the
Contractor.
22.5 Emergency W ork
f by reason of an emergency arising in connection with
and during the e x ε c u t i o n of the Contract any protective or
remedial work is necessary
as
a matter of urgency to
prevent damage to the Facilities the Contractor shall
immediately
따
out such work.
f
the Contractor is unable or unwilling to do such work
immediately
EVN may
do
or cause such work to be done
as EVN may determine is necessary in order to prevent
damage to the Facilities. n such an event EVN shall
as
soon as practicable after the o c c u π e n c ε
of
any such
emergency
notify the Contractor in writing of such
e m e r g ε n c y the work done and the reasons therefor f the
work done or caused to be done by EVN is work that the
Contractor was liable to do at his own expense under the
Contract the reasonable costs incurred by EVN in
connection therewith shall be paid by the Contractor to
EVN. Otherwise the cost of such remedial work shall be
bome by the EVN.
22.6 Site Clearance
22.6
1
Site Clearance in Course ofPerformance: In the course
of
IV GCC 56
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 44/91
VIETN M ELECT
CITY / TEPSCO
o MON
THERM L POWER
PL NT
carrying out the Contract
the Contractor shall k ε p the
i t ε reasonably free from all unnecessary obstruction
store or remove any surplus materials clear away any
wreckage
rubbish or temporary works from the Site
and
remove any Contractor’s Equipment no longer required
for execution of the Contract.
22.6
2
Clearance of Site after Completion: After Completion of
all of the Facilities the Contractor shall clear away
and remove all wreckage rubbish and debris of any kind
from the Site and shallleave the Site and Facilities clean
and safe.
22.7 Watching and Lighting
The Contractor shall provide and maintain at his own
expense all lighting fencing and watching when and
where necessary for the proper execution and the
protection
ofth
Facilities or
for
the safety
ofth
owners
and occupiers of adjacent property and for the safety of
the public especially EVN’s facilities and the contractor
under the Unit NO 1 contrac
t.
The Contractor shall
provide and maintain such danger lights and barriers
as
will effectively prevent any accident during the Contract
Period.
22.8 Work at Night and on Holidays
22.8 1 Unless
o t h ε r w i s
provided in
the
Contract
no
work shall
be carried out during the night and on public holidays of
Vietnam without prior written consent
of
EVN except
where work is
n e c e s s
or required to ensure safety of
the Facilities or for the protection of life or to prevent
loss or damage to property
when the Contractor shall
immediately advise EVN’s Representative provided that
provisions ofthis GCC Sub Clause 22.8.1 shall not apply
to any work which is customarily carried out by y or
double shifts.
22.8.2 Notwithstanding GCC Sub Clauses 22.8.1 or 22. 1 3
if
and when the Contractor considers it necessary to
없
out work at night or on public holidays
so as
to meet the
Time for Completion and requests EVN
’
s consent
thereto EVN shall not unreasonably withhold such
consen
t.
The Contractor shall comply with the goveming
pertinent laws and regulations of Vietnam regarding t h ε
works on Saturdays Sundays Official Holidays and at
nights. EVN shall assist the Contractor in securing
necessary permit upon the Contractor
’
s request for
IV GCC 57
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 45/91
VIETNAMELECTRICITY TEPSCO MON THERMAL POWER PL NT
23. Test and
Inspection
overtime works and works on Saturdays Sundays
Official Holidays and at nights for EVN ’s staff and the
Contractor
’
s employee.
3
1 The Contractor shall at his own expense carry out at the
place
of
manufacture an
d
or on the Site all such tests
an
d
or inspections
of
the Plant and Equipment and any
part ofthe Facilities whenever EVN deems it necessary.
23.2 EVN and its Representative or their nominee including
the Consultant shall be entitled to attend the aforesaid
test provided that all costs and expenses incurred in
connection with such attendance including
but not
limited to all traveling and board and lodging expenses
shall be reimbursed under the provisions
of
Provisional
Sum A) as stated in Appendix 1 Terms and Procedures
ofPayment)
23.3 Whenever EVN requested to c π y out any such test
an
d
or inspection
the Contractor shall give a reasonable
advance notice of such test an
d
or inspection and of the
place and time thereof to EVN
’
s Representative. he
Contractor shall obtain from any relevant party or
manufacturer any necessary permission or consent to
enable EVN and EVN
’
s Representative or t ε l r
nominee)
to
attend test an
d
or inspection.
3
.4 The Contractor shall provide EVN
’
s Representative with
a certified report of the results of any such test and or
mspectìon.
If VN or VN
’
s Representative or t ε i r nominee) fails
to attend test and or inspection or if it is agreed upon
between the parties that such persons shall not do so
then
the Contractor may proceed with test and or inspection in
absence of such persons and shall provide EVN
’
s
Representative with a certified report of the results
thereof.
23.5 EVN
’
s Representative may require the Contractor to
carry out any test an
d
or inspection. Further
if
such a test
an
d
or inspection impedes the progress of work on the
Facilities an
d or the Contractor’s performance
of
his
other obligations under the Contract due allowance will
be made in respect of the Time for Completion and the
other obligations
so
affected.
23.6
If
any Plant and Equipment or any part of the Facilities
fails to pass
any
test and/or inspection
the Contractor
IV-GCC-58
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 46/91
VIETNAMELECTRICITY
TEPSCO
MON THERMAL POWER PL NT
shall either rectify or replace such Plant and Equipment
or
of
the Facilities and shall repeat test
an
d or
inspection upon giving a notice under GCC Sub Clause
23.3. The Contractor shall bear and pay all the expenses
in connection with this repeated test an
d
or inspection.
23.7 If any dispute or
d i f f e r e n c ε of
opinion arises between the
t i e s in connection with or arising out of test and or
inspection
of
the Plant and Equipment or
of the
F acilities that cannot be settled between the parties within
a reasonable period
of
time
it may be referred to an
settlement of dispute for determination in accordance
with GCC Sub Clause 6.1.
23.8
Th
e Contractor shall afford access
of
EVN and
VN
’s
Representative at any reasonable time to any place where
the Plant and Equipment are being manufactured or the
Facilities are being installed in order to inspect the
progress and the m e r of manufacture or installation
provided that EVN ’s Representative shall give the
Contractor a reasonable prior notice.
23.9 The Contractor agrees that neither the execution
of
test
an
d
or inspection of Plant and Equipment nor
any
p
of
the Facilities nor the attendance by EVN or VN ’s
Representative
nor the issue
of
any test certificate
pursuant
to
GCC Sub Clause 3
.4
shall r e l ε s e the
Contractor from any other responsibilities under the
Contract.
3
0 No
of
the Facilities or foundations shall be covered
up on the Site without the Contractor carrying out any
test an
d
or i n s p ε c t i o n required under the Contract.
Th
e
Contractor shall give a reasonable notice to VN ’s
Representative
w h ε n e v e r
any such ofthe Facilities or
foundations are ready or about to be ready for test and or
inspection; such test and/or inspection and notice thereof
shall be subject to the r e q u i r e m ε n t s
of
the Contrac
t.
23.11 The Contractor shall uncover any of the Facilities or
foundations or shall make openings in or through the
same as EVN’s Representative may from time to time
require at the Site and shall reinstate and make good
s u c h p
If
any
of the Facilities or foundations have been
covered up
at
the Site after compliance with t h ε
requirement
of
GCC Sub Clause 23.10 and are found to
be executed in accordance with the Contract the
IV GCC 59
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 47/91
\
VIETNAM ELECT
Rl
CITY TEPSCO
MON
THERMAL POWER PL NT
24. Completion of
the Facilities
expenses of uncovering
,
making openings in or through
,
reinstating, and making good the same shall
be
borne by
EVN
,
and the i m ε for Completion shall be reasonably
adjusted to the extent that the Contractor has thereby
been delayed or impeded in the performance of any
of
his
obligations u n d ε r the Contrac
t.
24 1 The Facilities shall be completed in the sequence order
of
Commissioning power receiving, initial firing, initial
steam admission
,
synchronization
,
trial run and adjustment)
Reliability Run and Performance Test of which definition
and key dates are set forth in SCC Sub-Clause 1 2 5
2
The W orks
,
except that part to be performed during Defect
Liability Period
,
shall be completed within the Contract
Period or extended period as stipulated in GCC Clause 40.
The Time for Completion of the Facilities
,
or the last day
of the Contract Period shall be the date of satisfactory
completion
of
Performance Test as certified by the
Provisional Acceptance Certificate issued by EVN
,
for the
whole ofth Facilities.
The date offinal and total completion ofth Facilities shall
be the d t ε
of
termination
of
the Defect Liability Period for
the whole of the Facilities. t shall be certified by Final
Acceptance Certificate issued by EVN in accordance with
SCC Sub-Clause 1 2.5.2
,
after the Inspection for Final
Acceptance ofth Facilities.
24 2 Commissioning
After al the equipment and auxiliary items have been
assembled, installed c o n n ε c t e d and carried out pre
commissioning tests, then the Contractor sha
l
notify EVN
the readiness for Commissioning as early as possible at the
latest one 1) month prior to Commissioning.
Training of EVN’s personnel for
o p e r
i o n and
maintenance at Site as set forth in SCC Sub-Clause
1 2 23.2 sha 1 be started with Commissioning.
24.3 Reliability Run
Reliability Run shall be carried out for thirty 30) days
after completion of Commissioning in accordance with
Clause 2.1.12 in Volume 2
IV-GCC-60
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 48/91
VIETN M ELECTRICITY
/
TEPSCO
o
MON
THERM L POWER
PL NT
24
.4
Partial Acceptance
EVN reserves the right to take over
t h ε of
the
Facilities constructed by the Contractor and ready for use
prior to i s s u n c ε of Provisional Acceptance Certificate by
issuing Partial Acceptance Certificate.
The Defect Liability Period for the facility which Partial
Acceptance Certificate is issued and is taken
o v ε r
by
VN
shall
from the date ofPartial Acceptance Certificate.
24.5 Performance Test
24.5 .1 The P ε r f o r m a n c e Test and repeats test t h ε r e o shall be
conducted by the Contractor after the period
of
Reliability
Run of the Facilities or relevant thereof to ascertain
whether the Facilities or the relevant can attain the
Functional Guarantees as s p e c i f i ε d in I tem
11
α a i n
Design Conditions and Guaranteed Performance Data
Items) in Forms and Procedures, Technical Schedule and
Technical Specifications. EVN shall attend the
P e r f o r m a n c ε
T est and
, if
necessary and appropriate to do
so , assist the Contractor in the Contractor’ s attaining such
information
as
may be reasonably
r e q u i r ε d
in relation to
the conduct and results of the Performance Test and any
repeats thereo
f).
24.5 .2 f for reasons not attributable to the Contractor, the
Performance Test
ofthe
Facilities or relevant thereof
cannot be successfully completed within the Time for
Completion as adjusted in GCC Clause 40
E
xtension of
Time for Completion)
,
the Contractor shall be deemed
have fulfilled his obligations with respect to the
Functional Guarantees and GCC Sub-Clause 28 .2 and
shall not apply Liquidated Damages set forth in GCC
Sub-Clause
28 .4,
however
,
the Contractor shall conduct
Performance Test as soon as practicable to ascertain his
Functional Guarantee.
24.6 Provisional Acceptance
24.6.1 EVN
’
s Representative shall, within fourteen
1 4
days of
the date of satisfactory completion of Performance Test
,
issue a Provisional Acceptance Certificate in the form
specified in Item 7
F
orm of Provisional Acceptance
Certificate) in Forms and P r o c e d u r ε s stating that the
Facilities or that part thereof have
r e a c h ε d
Completion
as
of the date of the Contractor’s notice that shall be the date
IV-GCC-61
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 49/91
VIETN M
ELECTRICITY
/
TEPSCO MON THERM L POWER PL NT
of on which the Contract Period terminates.
f
EVN ’s Representative notifies the Contractor of any
defects an
or deficiencies
then
the Contractor shall
correct such defects an
or deficiencies and shall repeat
the p r o c ε d u r e described in GCC Sub-Clause 24.5. f
EVN
’
s Representative is satisfied that the Facilities or that
part thereof have reached Completion
EVN’s
Representative shall
within seven 7) days
of
receipt of
the Contractor’s repeated notice issue a Provisional
Acceptance Certificate stating that the Facilities or that
P thereof have reached Completion as of the date of the
Contractor
’
s repeated notice.
f
EVN
’
s Representative is
not so satisfied then it shall notify the Contractor in
writing
of
any defects
a n ψ o r
deficiencies within seven
7)
days of receipt of the Contractor’s repeated notice and the
above procedure shall be repeated.
24.6.2 f EVN
’
s
R e p r ε s e n t a t i v e
fails to issue the Provisional
Acceptance Certificate and fails to inform the Contractor
of any defects an
or deficiencies within fourteen 1 4)
days after receipt
of
the Contractor
’
s notice under GCC
Sub-Clause 24.6 or within seven 7) days of receipt of the
Contractor
’
s repeated notice under GCC Sub-Clause 24.6
or if EVN makes use of the Facilities or part thereof
then
the Facilities or that part thereof shall be deemed to have
reached Completion
as
of the date
of
the Contractor’s
notice or repeated notice or as of EVN’s use of the
Facilities
as
the case may be.
24.7 As soon as possible after Completion the Contractor shall
rectify all outstanding minor items so that the Facilities are
fully completed in accordance with the requirements of the
Contract. In the event
of
failing such obligations EVN will
undertake such completion and deduct the costs t h ε r e o f
from any monies owing to the Contractor.
24.8 Upon Completion EVN shall be responsible for the care
custody and control of the
a c i l i t i ε s
or the relevant p
thereof
together with the risk of loss or damage thereto
and shall thereafter take over the Facilities or the relevant
p a π t h e r e o f
24.9 The Contractor shall guarantee that he shall attain such
Completion
of
the Facilities within t h ε Time for
Completion as stated in
GCC
Sub-Clause 8.3 or within
such extended time
as
stated in
GCC
Clause
40
hereo
f.
Failure
of
completion
of
the Facilities within the said Time
for Completion may result
in
the Contractor
’
s payment for
IV-GCC-62
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 50/91
VIETNAM ELECT CITY / TEPSCO
MON
THERMAL POWER
PL NT
25. Commercial
Operation and
Provisional
Acceptance
Liquidated Damages s stated in GCC Sub Clause 26.2
hereof.
25.1
Commercial Operation
25. 1.1 Commercial Operation of the Facilities or any part
thereof shall be commenced by EVN immediately after
issue of the Provisional Acceptance Certificate by
VN
’s
Representative
pursuant to GCC Sub-Clause 24.6
or
immediately after the Facilities shall be deemed to have
reached Completion under GCC Sub-Clause 24.6 .2.
25.1.2 EVN shall supply t h ε o p ε r t i n g and maintenance
personnel and all raw materials
utilities
lubricants
chemicals
catalysts
facilities
services and other matters
required for Commercial Operation.
25.1.3 VOID
25
.2
Performance Test
25 .2
.1 replaced 24
.4
.1 above
25.2
.2
replaced 24
.4.2
above
25.3 Provisional Acceptance
25.3
.1
Subject to GCC Sub-Clause 24.6 Provisional Acceptance
shall occur in respect of the F acilities when
a) Performance Tests has been successfu11y completed
and the Functional Guarantees are met; or
b)
Other conditions as stipulated in GCC Sub-Clause
24.5.2 or GCC Sub-Clause
28
.2 .2 or GCC Sub
Clause 24.6.2
25.3
.2
At any time after any
of
the events set out in GCC Sub
Clause 25.3.1 have occurred the Contractor may give a
notice to EVN
’
s Representative requesting the issue
of
Provisional c c ε p t a n c e Certificate in the form provided
in
em
7
F
orm of Provisional Acceptance Certificate)
in Forms and Procedures or in another form acceptable to
EVN in respect of
t h ε
Facilities or the part thereof
specified in such notice
as
of
the date of satisfactory
completion ofPerformance Tes
t.
25.3.3 EVN’s Representative shall
after consultation with EVN
and within fourteen 14) days
of
receipt
of
the
IV-GCC-63
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 51/91
VIETNAM ELECTRICITY TEPSCO
o
MON
THERMAL POWER
PL NT
26.
Contractor’s notice
issue Provisional Acceptance
Certificate.
25
.3.4
If
within fourteen 4 days
of
receipt
of
the Contractor’s
notice EVN
’
s Representative fails to issue Provisional
Acceptance Certificate or fails to inform the Contractor in
writing of the justifiable reasons why VN
’
s
Representative has not issued Provisional Acceptance
Certificate the Facilities or the r e l ε v n t thereof shall
be deemed to have been accepted as
of
the date
of
the
Contractor
’
s said notice.
25 .4
t i l
Acceptance
25
.4.1 If
the Contract specifies that Completion and
Commissioning shall be carried out in respect
of of
the Facilities the provisions relating to Completion 없
Commissioning including the Performance test shall
apply to each such of the Facilities individually and
Partial Acceptance Certificate shall be issued accordingly
for it.
25
.4
.2
If a p of the Facilities comprises facilities such as
buildings
for which no Commissioning or Performance
Test is required then EVN’s Representative shall issue
the Partial Acceptance Certificate for such facility when
it attains Completion
provided that the Contractor shall
thereafter complete any outstanding minor items that are
listed in the Provisional Acceptance Certificate.
25.5 Final Acceptance
EVN shall issue Final acceptance Certificate on the date
of
termination
of
Defect Liability Period
provided that
the Contractor shall exercise
all
the Contractor ’s
obligation during the Defect Liability Period as stated in
GCC
Clause 27 after the inspection of EVN. The date
of
such issuance
of
Final Acceptance Certificate shall be the
date of final and total completion
of
the whole of the
Facilities.
F. Guarantees and Liabilities
Completion 26.1
Time
The Contractor shall r ε s p o n s i b l e for the proper
performance
of
the Contract including his organization
and p r o s ε c u t i o n ofthe
Works subject to all conditions set
삼
by the Specifications and in accordance with the
Guarantee
IV GCC 64
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 52/91
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 53/91
VIETNAM
ELECTRICITY TEPSCO MON THERMAL POWER
PL NT
27.
Defect
Liability
damage thereby suffered by EVN.
EVN will deduct the n o u n t
of
such liquidated damages
from any money due or which may become due to the
Contractor or from the Performance Security whichever
convenience to EVN.
26.3 The Contractor shall submit a schedule showing date
duration and
p r o ε d u r e
required for connecting works
between Unit nos. 1 and 2 during a outage ofUnit NO.l.
If the Contractor fails to complete such connecting works
within the proposed time period
the Contractor shall pay
to EVN liquidated damages in the amount of Japanes Yen
23
000
000 or equivalent in US or
Euro
per day.
27.1 The Contractor warrants that t h ε Facilities or any
p
thereof shall be free from defects in the design
engineering
materials and workmanship
of
the Plant and
Equipment supplied and
of
the work executed. The
Contractor shall be responsible for making good any
defect in or damage to any part
of
the Facilities that
may
appear or occur during Defect Liability Period due to
either
a) any defective material
workmanship or design
or
b) any act or omission of the Contractor during
execution
of
the Contract.
27.2
Th
e Defect Liability Period shall
be
twenty four (24)
months from the following date of Completion of the
Facilities
or Satisfactory Completion of Performance
Test
certified by Provisional Acceptance Certificate. If
during the Defect Liability Period any d ε f e c t should be
found in the design engineering materials and
workmanship
of
the Plant and Equipment supplied or of
the work executed by the Contractor
the
Contractor shall
promptly in consultation and agreement
r i t
VN
regarding appropriate remedying
of
the defects
and at its
cost
repair
replace or otherwise
make
good (as the
Contractor shall
at
his discretion determine) such defect
as well as any damage to the Facilities caused by such
defect. The Contractor shall not
be
responsible for the
repair
replacement or making good
of
any defect
or of
any
l g e
to the Facilities arising out of or resulting
from any ofthe following causes:
a)
improper operation or maintenance
of
the
IV-GCC-66
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 54/91
VIETNAM ELECT
R1CITY
TEPSCO MON
THERMAL POWER PL NT
Facilities by EVN
b) operation
of
the Facilities outside specifications
provided in the Contract
c) normal wear and tea
r.
27.3 The Contractor’s obligations under this GCC Clause 27
shall not apply to
리
any materials that are supplied by EVN under
GCC Sub-Clause 21.2 are normally consumed in
operation or have a normal life shorter than the
Defect Liability Period stated herein
b)
any designs
specifications or other data
designated
supplied or specified by or on
behalf
of EVN or any matters for which the Contractor
has disclaimed responsibility herein
c) any other materials supplied or any other work
executed by or on behalf
of
EVN
except for the
work executed by EVN under GCC Sub-Clause
27.7.
27
.4
EVN shall give the Contractor a notice stating the nature
of
any such defect together with all available
e v i d e n c ε
thereof
promptly following the discovery thereof.
VN
shall afford all reasonable opportunity for the Contractor to
inspect any such defect.
27.5 EVN shall afford the Contractor all n e c e s s a η access to the
Facilities and the Site to
ε n b l e
the Contractor to perform
his obligations under this GCC Clause 27 The Contractor
may
with the consent
of
EVN
r e m o v ε
from the Site any
Plant and Equipment or any part
of
the Facilities that are
defective
if
the nature
of
the defect
andlor any
n a g e
to
the F acilities caused by the d ε f e c t
is
such that repairs
cannot be expeditiously carried out at the Site.
27.6
If
the repair
replacement or making good
is of
such a
character that it may affect the efficiency
of
the Facilities
or any
thereof• EVN may give to the Contractor a
notice requiring that tests of the defective part
of
the
Facilities shall be made by the Contractor immediately
upon completion
of
such remedial work whereupon the
Contractor shall carry out such tests.
If
such p fails the tests the Contractor shall carry out
further repair
replacement or making good as
t h ε
case
IV-GCC-67
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 55/91
VIETNAM
ELECTRICITY
TEPSCO
MON THERMAL POWER PL NT
may be) until that
p
of the Facilities passes such
t ε s t s
The tests shall
be
agreed upon by EVN and the Contractor.
27.7 The Contractor shall respond to EVN within fourteen 14)
days after
t h ε
notice
as
stated in GCC Sub-Clause 27
.4
above in writing setting out the action proposed to be
carried out in rectification
and
the rectification work
within forty 40) days or reasonable time to commence
agreed by EVN after the approval of rectification proposal
in writing by EVN.
f
the Contractor failed
to
respond the
rectification proposal or to commence the work necessary
to remedy such defect or any damage
to
the Facilities
caused by such defect within a reasonable time
as
stated
here above EVN may following notice to the Contractor
proceed to do such work
and
t h ε
reasonable costs incurred
by EVN in connection therewith
sha be
paid to EVN by
the Contractor or may be deducted by EVN from
money due the Contractor or claimed under the
Performance
S e c u r i η
27.8 fthe Facilities or any part thereof cannot be used by reason
of such defect an or making good of such defect
the
Defect Liability Period of the Facilities or such part
as the
case may be shall be
e x t ε n d e d
by a period equal to the
period during which the Facilities or such
m o t be
used by EVN because
of
any
ofthe
aforesaid reasons.
27.9 Except
as
provided in GCC Clauses
27
33
the
Contractor shall
be
under
no l i a b i l i η
whatsoever and
howsoever arising
and whether under the Contract or at
law in respect
of
defects in the Facilities or any part
thereof the Plant and Equipment design or engineering or
work executed that appear after Completion
of
the
Facilities or any part thereof
except where such defects are
the result
of
the gross negligence
fraud
criminal or
회
action of the Contractor.
27.10 In addition
the Contractor shall also provide an extended
r a n t y
for any such component
of
the Facilities and
during the period of time
as
may specified in the GCC
Sub-Clause 27.8 above. Such obligation
sha
be in
addition to the defect liability specified under GCC Sub
Clause 27.2.
27.11 Two 2) months before the end of the Defect Liability
Period
the Contractor shall
the Inspection for Final
Acceptance. The Inspection shall cover for the Critical
Equipment
as
set forth in the Specification.
IV-GCC-68
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 56/91
VIETNAM ELECTRICITY TEPSCO o MON THERMAL POWER PL NT
27.12 T h ε Contractor shall remedy and rectify omissions and
defects attributable to the Contractor that are found through
such Inspection
providing any required engineers
spares
and consumables. However
EVN
will provide office
space warehouse e1ectric power and water required
for
the
Inspection
free
of
charge. The Contractor shall be entit led
to utilize the equipment and f c i l i t i ε s ofthe
“
Maintenance
Workshop and
a b o r a t o r γ T 1s and Equipment already
taken over to
EVN
for the Inspection associated
services
but the Contractor shall return them to EVN after
they have been confirmed to be in normal and operational
condition and not to have been deteriorated in any way.
28. Functional 28.1 The Contractor guarantees that during the Performance
Guarantees
test
the Facilities and all
p
thereof shall attain the
Functional Guarantees specified in the corresponding Item
11 Main Design Conditions and Guaranteed Performance
Data tems) in Forms and Procedures and Technical
Specifications hereto subject to upon the conditions
therein specified.
28.2 Guarantee Requirements
28.2.1 The guaranteed performance shall be without any
tolerance values. The Contractor shall demonstrate all the
guarantees covered
in
t
em
11
(Main Design Conditions
and Guaranteed Performance Data
t
ems)
in
Forms and
Procedures through the Performance Tests. If during
tests it is found that the Equipment have failed to
meet
the guarantees
the Contractor shall out all n e c e s s
modifications to make the Equipment comply with the
guaranteed requirements.
28.2.2 However
if
the Contractor is not able to d ε m o n s t r a t e the
guarantees
even after the modifications within ninety
(90)
days of notification by EVN (or such other prolonged
time granted
by
EVN)
EVN
will at its discretion:
(i) accept t h ε Equipment only after levying the penalties
listed in GCC Sub-Clause 28 .4 noting that such penalty
will be trebled if a significant deviation in performance
has been demonstrated from t h ε tests.
(ii) or accept the Equipment only after assessing and
deducting from the Contract price or Performance Bond
the amount equivalent to the deficiency of the
Equipment as assessed by EVN.
IV-GCC-69
괜
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 57/91
VIETN M ELECT
CITY/ TEPSCO
o MON THERMAL POWER PL NT
28.2.3 All guaranteed
e t e r s
are considered as reasonably
and necessarily to be quoted by the Contractor
b a s ε d
on
the established proven results obtained from similar
power plant units
in
u c c e s s
뼈
operational
e x p e r i e n c ε .
Evidence for this shall necessarily include the test codes
used
acceptance test results
accuracy of various
instruments used for the Performance Test details
of
tolerances
if
allowed
etc.
While quoting the guarantee parameters the Contractor
shall
k ε e p
in mind the requirements specified especially
regarding the reliability p e r a b i l i η and maintainability
of
the Equipment proposed.
28.2
.4
EVN reserves the right to evaluate the parameters quoted
by the Contractor based on his experience and established
values.
28.2.5 The amount of liquidated damage may
be
calculated pro
rata for the fractional
p
of the specified Equipment and
Plant unless stated otherwise.
28.2.6 The boiler
turbine
generator and their associated
nominated auxiliaries shall perform continuously
l o u t
the noise levels
e x c ε e d i n g
the values specified in
respective Equipment Specifications over the entire range
of output and operating frequencies.
28.3 Performance Tests
Th
e Performance Tests (acceptance tests) for the various
items
of
Equipment shall be carried out as specified
under
the respective Equipment Specifications. All the guarantees
shall tested together as far
as
practicable.
The Performance Tests shall be conducted for Power Plant
UnitNo 2
28 .4 Penalty for Equipment Performance D e f i c i ε n c i e s
In case of defect in the efficiencies r outputs
in
respect to . ~ 、
the guaranteed data indicated in T ε c h n i c a l Schedules : ‘ 긴
the listed Equipment
may
still be accepted subject to the . 셔 싸 i
payment of i q u i d a t ε d damages by the Contractor in each ‘ ;
조
case involved.
’ i
N
I
/ Ö /
L;? ‘ 잉
떠 Turbine Generator Heat Rate 팍
Heat rate in kJ
Wh corresponding
to
100 turbine rated
IV-GCC-70
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 58/91
VIETN M ELECTRICITY TEPSCO
oMON THERM L POWER PL NT
output (river water temperature 30
o
C 0 make up and
rated steam conditions).
If
the heat rate resulting from the Performance Tests
performed at the Site in accordance with the weighted
mean value stipulated in Clause 13.
1.
2 in Volume
13
and
the conditions stipulated in Clause 2.1.13 in V olume 2
proves greater than the guaranteed heat rate
the Contractor
shall pay EVN the 없 n o u n t
ofYen
17
727
000 per
kJ
/kWh
weighted mean value for oil frring and Yen
15
362
000 per
kJ/kWh weighted mean value for gas firing.
For fractional values of such excess. the Contractor shall
pay the corresponding fraction
ofthe
indicated penalty.
Should the percentage excess in heat rate e x ε e d two and a
halfpercent (2.5 )
as calculated by the formu1a below
the
liquidated damage of Yen 17 727 000 for every one (1)
kJ
/kWh
for oil firing will be trebled to Yen
53 181
000
Yen 15
362
000 for every one (1) kJ/kWh for gas firing
will be trebled to Yen 46
086
000.
HT HG
E= x 100
HG
where:
E = Percentage excess
ofheat
rate ( )
HT = Test result
of
heat rate (kJ/kWh - weighted mean
value
H G G u a r a n t ε e d heat (kJ/kWh
b) Turbine-Generator Output
Output in kW at turbine maximum continuous rating (river
water temperature 30
oC
0 make up and rated steam
conditions).
If the turbine generator output resulting from the
Performance Test performed at the Site in accordance with
the conditions stipulated in Clause
2.
1.
13
in Volume 2 is
proven to be less than the n t e e d output; the Contractor
shall pay EVN the amount
of
Yen 922
000 per 1
kW
shortfall in generator output for Power Plant Unit
NO.2.
For fractional values of such limitation the Contractor
shall pay the corresponding fraction
of
the indicated
IV-GCC-71
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 59/91
VIETNAMELECTRICITY TEPSCO
o MON THERMAL POWER PL NT
penalty.
Should the percentage shortfall in turbine
g e n ε r t o r
output
exceed two and a
half
percent (2.5 )
,
as
c l c u l t ε d
by
the
formula below
,
the penalties
of
Yen 922
,
000 for
v η
1
kW
shortfall shall be trebled
to
Yen 2
,
766
,
000 for
Power
Plant Dnit No
2
OG-OT
E =
- - - -
x
1
00
OG
where:
E = Percentage shortfall
of
turbine generator output
OT = Test result ofturbine generator output
OG
= Guaranteed turbine-generator output
,
or 330MW
(c) Boiler Efficiency
If
the efficiency
d e r i v ε d
from the Performance Test
performed at the Site
in
accordance with the weighted
mean value
s t i p u l t ε d
in Clause
13.1 2
in Volume
13
and
the conditions stipulated in Clause 2.1.13 in Volume 2 falls
below the guaranteed efficiency
,
the Contractor shall pay
EVN the amount
of
Yen 144
,
708
,
000 for every 0.1
reduction in weighted mean value
of
the efficiency for oil
firing and Yen 125
,
388
,
000 for every 0.1 reduction in
weighted mean value
of
the efficiency for gas firing.
For fractional values
of
the reduction in efficiency, the
Contractor shall pay the corresponding fraction
of
the
indicated penalty.
Should the percentage reduction in efficiency
ε x c e e d
two
and a half percent (2.5 ), as calculated by the formula
below
,
the penalties
of
Yen 144
,
708
,
000 for every 0.1
reduction in efficiency for oil frring will be trebled to Yen
434
,
124
,
000 and Yen
125 ,
388
,
000 for every 0.1
reduction in efficiency for gas firing will be trebled to Yen
376
,
164
,
000.
많
w h e r ε
D = Percentage reduction in efficiency ( )
ET =Actual test efficiency ( ) - weighted mean value
IV-GCC-72
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 60/91
VIETN M ELECTRICITY
TEPS O
OMONTHERM LPOWER PL NT
EG =Guaranteed efficiency ( )
Both efficiencies shall be based on the high heating value.
(d) Total Unit A u x i l i a η Power Consumption
If the power consumption of the electrical auxiliaries
resulting from the Unit Auxiliary Power Consumption
Tests as a Performance Test ε x e c u t e d at the Site in
accordance with the conditions stipulated in Volume 8
proves greater than the guaranteed consumption, the
Contractor shall pay EVN the amount of Yen 438,000 for
every one (1)
kW
excess in the weighted mean value for oi1
firing and Yen 380,000 for every one (1)
kW
excess in the
weighted mean value for gas frring.
For fractional values ofthe
x ε s s
the Contractor shall pay
the corresponding fraction
ofthe
indicated penalty.
Should the power consumed by the electrical auxiliaries
exceed ten percent 10 ) as calculated by the formula
be10w
,
the penalties
ofYen
438
,
000 for every one
1)
kW
excess in the weighted mean value for oil firing will be
treb1ed
to Yen 1,314,000 and Yen 380,000 for every one
1) kW excess in the weighted mean value for gas frring
will be treb1ed to Yen 1,140,000.
PT PG
E = - - - - x 100
PG
where:
E = Percentage excess
of
power consumption ( )
PT = Power consumption during tests (kW) - weighted
mean v a u ε
PG =
G u a r a n t ε e d
power consumption (kW) - weighted
mean value
(e) Power Transformer Losses
With reference to the main transformer and unit auxiliary
transformers (20/6.6 kV), if the total effective losses
resulting from the Shop Tests (workshop tests) executed
as
prescribed in Vo1ume 8 an
d
or Volume 2 prove greater
than the guaranteed
va1ue
, the Contractor shall pay EVN
the amount
of
Yen 870,000 and Yen 1,740,000 for every
o n ε
(1)
kW
excess in the guaranteed
10ad 10ss
at rated
IV-GCC-73
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 61/91
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 62/91
VIETNAM ELECTRICITY TEPSCO
o MON THERMAL POWER PL NT
a l l ε g e d
infringement
of
any
p a t ε n t
utility model
registered
d ε s i g n
trademark
copyright or other intellectual property
right registered or otherwise existing at the date
of
the
Contract by reason of: a) the installation
of
the Facilities
by the Contractor or the use
of
the Facilities in Vietnam;
and b) the sale of
the products produced by the Facilities
m any country.
Such indemnity shall not cover any use of the
a c i l i t i ε S
or
any part thereof other than for the purpose indicated
by
or
to be reasonably inferred from the Contract
any
infringement resulting from the use
of
the Facilities or any
thereof
or any products produced thereby in
association or combination with any other equipment
plant
or materials not supplied by the Contractor
pursuant to the
Contract Agreement.
29.2
If
any proceedings are brought or any claim
is
made against
EVN arising out
of
the matters referred to in GCC Sub
Clause 29.1
EVN shall promptly give the Contractor a
notice thereof
and the Contractor may at his own expense
and in EVN’s name conduct such proceedings or claim and
any negotiations for the settlement
of
any such proceedings
or claim.
If
the Contractor fails to notify EVN within
twenty-eight 28) days after receipt of such notice that it
intends to conduct any such proceedings or claim
then
V s h
be free to conduct the
없
on its own behalf.
Unless
t h ε
Contractor has so failed
to
notify EVN within
the twenty-eight 28) day period
EVN shall make no
admission that may be prejudicial to the defense
of
any
such proceedings or claim.
EVN shall
at the Contractor’s request
afford all available
assistance to the Contractor in conducting such proceedings
or claim
and shall be reimbursed by the Contractor for all
reasonable expenses incurred in so doing.
29.3 EVN shall indemnify and hold a r m l ε s s the Contractor and
his employees
officers and Subcontractors from and
against any and all suits
actions or administrative
proceedings
claims
demands
losses
damages
costs
and
e x p e n s ε s of whatsoever nature
including attorney’ s fees
and expenses
which the Contractor may suffer
s
a resuIt
of
any infringement or alleged infringement
of
any patent
utility model
registered design
trademark
copyright or
other intellectual property right registered or otherwise
existing at the date
of
the Contract arising out
of
or in
connection with any design
data
drawing
specification
or
IV-GCC-75
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 63/91
VIETNAM
ELECTRICITY TEPSCO
oMON
THERMAL POWER
PLANT
30. Limitation
of
Liability
31.
Transfer
of
Ownership
other documents or materials provided or designated
by
or
on behalf
ofEVN
30 1 Except in cases
of
gross negligence or
l l f u l
misconduct
(a) the Contractor shall not be liable to EVN
whether
under the Contract
in tort
or otherwise
for any
indirect or consequential loss or damage
loss
of
use
loss
of
production
or loss
of
profits or
interest costs
provided that this exclusion shall
not apply to any obligation
of
the Contractor to
pay liquidated damages to EVN and
(b) the aggregate liability
of
the Contractor to
EVN
whether under the Contract
in tort or otherwise
shall not exceed the
없 n o u n t often
percent (10 )
ofNet Contract Price
provided that this limitation
shall not apply to the cost of repairing or replacing
defective equipment
or to any obligation
of
the
Contractor to indemnify EVN with respect to
patent infringemen
t.
G. Risk Distribution
31.1 The Goods (the Equipment and Materials) for the
Permanent Works
upon being loaded free on board
(FOB) become and remain the property
ofEVN
3
1.
2
3
1.
3
31 .4
3
1.
5
Th
e ownership
of
the Goods for Temporary Works such
as
Construction q u i p m ε n t Temporary
a c i l i t i ε s
and
materials shall always remain the property
of
the
Contractor.
The Permanent W orks
other than those items
of
which the
ownership is transferred on FOB condition
shall become
and remain the property
of
EVN upon placement
regardless of partial or
c o m p l e t ε
at the Site in accordance
with the Contrac
t.
; ? 、 ‘
This transfer
of
title shall not be construed to mean an
삿
acceptance of the Works
Equipment and Materials
or of
녁 새 ’ 즘
their compliance with the
S p ε c i f i c a t i o n
and the fulfillment
/:r.N ::r
of
the
a n t e e
conditions
of
this Contract until the
r
satisfactory
l e t i o n of
Performance Tests
of
the
Works.
The transfer
of
title shall not relieve the Contractor
of
IV-GCC-76
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 64/91
\
VIETNAM
ELECTRICITY TEPSCO
MON
THERMAL POWER PL NT
32.
are of
Facilities
responsibi1ity for all risks
even Owner
’
s risks
of
10ss and
damage to the Works Equipment and Materia1s as
specified under GCC C1ause 1
.2
.20. e transfer
of
ownership shall not be construed
as
representing any
transfer
of
risk.
31.6 Notwithstanding the conditions
of
the a b o v ε the
Contractor sh
1 be responsib1e for all damage to and 10ss
of
all aforesaid items furnished by the Contractor and any
i t ε m
furnished to the Contractor
by
EVN to enab1e the
Contractor to comp1ete the installation and for all
t e m p o r 따
s t r u c t u r ε s
and faci1ities and for all 따 of the
inst 1ation comp1eted or in progress.
31.7 All the risks other than the Excepted
sks
shall be
transferred to EVN upon taking over of the Permanent
Works on the date
of
comp1etion ofthe Performance Tests
certified by the Provisiona1 or 따 t i a Acceptance
Certificate.
32.1 e Contractor be responsib1e for the care and custody
ofthe
Facilities or any 없 thereof until the date
of
Comp1etion ofthe Facilities pursuant to GCC
C1ause
24
or
where the Contract provides for Comp1etion
ofthe
Facilities
따 unti1 the date
of o m p 1 ε t i o n of
the e l ε v a n t p 따 and
sh
1 make good at his own cost any
1 ss
or
a m a g e
that
may
occur to the Facilities or the r e l ε v a n t p 앙 thereof from any
cause whatsoever during such a period. The Contractor
sh
1
so be responsible for any 1 ss or damage to the Facilities
caused by the Contractor or his Subcontractors in the course
of any work carried out pursuant to GCC Clause 27.
Notwithstanding the foregoing
the Contractor sh
1 not
be
liab1e for any 1 ss or damage to the Facilities or that 하
thereof caused by reason ofany of the matters specified or
referred to inparagraphs a)
b),
c) and 이 ofG Sub
C1auses
32.2 and 38.
1.
32 .2
If
any 1 ss or damage occurs to the
F a c i l i t i ε s
or any part
t h ε r e o f
or to the Contractor
’
s temporary fac i1ities
by
reason
of
a) insofar as they relate to Vietnam) nucIear reaction
n u
ε a r radiation
radioactive contamination
pressure
wave caused by aircraft or other aerial objects or any
o t h ε r 따
r e n c e s
that an experienced contractor could
not reasonably foresee
or
if
r ε a s o n a b y foreseeable
cou1d
not reasonably make provision for or insure
against
insofar
as
such risks are not normally insurable
IV-GCC-77
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 65/91
VIETNAMELECTRICITY TEPSCO
MON
THERMAL
POWER PL NT
on the insurance market and are mentioned
in
the
genera1 exclusions
of
the
p01icy of
insurance
including
War Risks and
P01itica1
Risks
taken out under GCC
C1ause 34 hereof
b) any use or occupation by EVN or any third party
o t h ε r
than a Subcontractor) authorized by EVN of any part
ofthe
Facilities
c) any use
of
or re1iance upon any design
data
or
specification provided or designated by or on
behalf
of
EVN
or any such
m a t t ε r
for which the Contractor has
disclaimed responsibility
h e r ε m
d) Force Majeure as stated in GCC C1ause 37.
EVN shall pay to the Contractor all sums payab1e n
respect
of
the Facilities executed
notwithstanding the
same being
10st
destroyed or damaged
and will
pay
to
the
Contractor the rep1acement
va1ue
of all t e m p o r
facilities and all parts thereof
10st
destroyed or damaged.
If
EVN requests the Contractor in writing to make good
any 10ss or damage to the Facilities thereby occasioned
the Contractor shall make good the at the
cost of
EVN in accordance with GCC
C1ause
39.
If
EVN does not
request the Contractor in writing to
m a k ε
good any 10ss or
damage to the Faci1ities thereby o c c a s i o n ε d
EVN shal1
either request a change n accordance with GCC C a u s ε
39
excluding the performance
ofthat
of
the Faci1ities
thereby
10st
destroyed or damaged
or
where the 10ss or
damage affects a substantia1 of the Facilities EVN
shall terminate the Contract pursuant to GCC Sub-Clause
42.1 hereo
f.
32.3 The Contractor shall be 1iab1e for any
10ss
of or damage to
any Contractor’s Equipment
or any other property of the
Contractor used or intended to be used for purposes
of
the
Facilities
except i) as m ε n t i o n e d in GCC Sub-C1ause
32
.2
with respect to the Contractor’s temporary faci1ities)
and
ii)
where such
10ss
or damage arises by reason
of
any
ofthe
matters specified in GCC Sub-C1auses 32 .2 a)
b)
c)
d) and 38.
1.
32.4 With respect to 10ss or damage caused to the Faci1ities
or any
t h e r ε o f
or to the Contractor’s Equipment by
reason
of
any
of
the matters specified in GCC Sub-Clause
38
.1 the provisions
ofG
Sub-C1ause 38.3 shall apply.
IV-GCC-78
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 66/91
VIETNAM
ELECT
CITY TEPSCO
oMON
THERMAL
POWER PL NT
33. Loss
of
or
33 1
Subject to GCC Sub-Clause 33.3
the Contractor shall
indernnify and hold h a r m l ε s s EVN and its employees and
officers from and against any and all suits actions or
administrative proceedings claims demands losses
d
없 n a g e s costs and ε x p e n s e s of whatsoever nature
including attorney
’
s fees and expenses in respect of the
death or injury of any person or loss of or damage to any
property including the facilities constructed under Unit
NO 1
Contract and the employees and the
p r o p e π y
ofUnit
N0 1 contractor other than the F acilities whether accepted
or not)
i s i n g
in connection with the supply and
installation of the Facilities and by reason of the
negligence
of the Contractor or his Subcontractors or their
employees officers or agents except any injury death or
property damage caused by the negligence
of
EVN its
contractors
employees
officers or agents.
Damage to
Property
Accident
or
n j u η to
Workers
Indemnification
33.2
If
any proceedings are brought or any claim is made
against EVN that might subject the Contractor to liability
under GCC Sub-Clause 33.1 EVN shall promptly give the
Contractor a notice thereof and the Contractor may at his
own expense and in EVN
’
s
n
없
n e
conduct such
proceedings or claim and any negotiations for the
settlement of any such proceedings or claim.
If the Contractor fails to notify EVN within t w e n t y e i
28) days after receipt of such notice that it intends to
conduct any such proceedings or claim then EVN shall be
free to conduct the same on its own h a l f The cost
incurred by EVN in connection herewith shall be
paid
by
the Contractor to EVN. U
ε s s
the Contractor has so failed
to
notify EVN within the twenty-eight 28) day period
EVN shall make no admission that may be prejudicial to
the defense of any such proceedings or claim.
EVN shall at the Contractor’s request afford all available
assistance to the Contractor in conducting such
proceedings or claim and shall be reimbursed by the
Contractor for all reasonable expenses incurred
in so
doing.
33.3 EVN shall indernnify and hold harmless the Contractor
and his employees officers and Subcontractors from any
liability for loss
of
or damage to property
of
EVN
other
IV-GCC-79
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 67/91
VIETN M ELECT CITY
TEPS O
o
MON
THERMAL POWER PL NT
34.
Insurance
than the Facilities not yet taken over, that is caused by fire,
exp10sion or any other peri1s , in excess of the amount
recoverab1e from insurances
p r o c u r ε d
under GCC Clause
34
,
provided that such fire
,
exp10sion or other perils
w e r ε
not caused by gross negligence or
w i l l
펴 misconduct
of
the Contractor.
33 .4 The entitled to the benefit
of
an indemnity under this
GCC Clause
33
shall take all reasonab1e measures to
mitigate any
10ss
or damage which has occurred.
If
the
P
fails to take such measures
,
the other
liabilities shal1 be corresponding1y reduced.
34.1 To the extent specified in the corresponding Appendix 3
I
nsurance Requirements) to the Contract Agreement
,
the
Contractor
shal1
at his expense take out and maintain in
effect, or cause to be taken out and maintained
in
effect,
during the period of de1ivery and installation (construction
/erection /instal1ation
fie1d
testing /commissionnnnning
/reliability runlperformance test) at the Site
,
the insurances
set forth be10w in the surns and with the deductibles and
other conditions specified in the said Appendix 3.
Th
e
identity
of
the insurers and the form of the po1icies shall
be subject to the approval of EVN, who shou1d not
unreasonably withhold such approva
l.
리
Transit
I n s u r a n c ε
During Transport (including Marine
Cargo surance)
Covering loss or damage occurring while in transit
from the Contractor
’
s or Subcontractor
’
s works or
stores until
r i v l
at the Site
,
to the Plant and
Equipment (including spare parts therefor) and
to
the
Contractor
’
s E q u i p m ε n This insurance shall cover
all risks including war risk for marine and inland
transit, and shall be one hundred and t ε n percent
(110%)
of
CIF price
of
the Equipment
,
P1ant and
Materials.
(b) Construction and Erection All
Ri
sks surance or
“
All
Ri
sks Builder
’
s
Ri
sk Insurance
Covering physical
10ss
or damage to the Facilities at
the Site
,
occurring prior to Completion
of
the
Faci1ities
,
with an extended maintenance coverage
for
the Contractor
’
s 1iabi1ity in respect of any 10ss or
damage occurring during the Defect Liability Period
while the Contractor is on the Site for the purpose
of
IV-GCC-80
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 68/91
VIETNAM ELECT
R1
CITY TEPSCO MON
THERMAL POWER PL NT
performing his ob1igations during the Defect Liabi1ity
Period. This i n s u r a n c ε
is
to be intemationa1 standard
practice for a contractor to insure
u n d ε r
such a po1icy.
(c) Third Party Liabi1ity Insurance
Covering bodi1y injury or death suffered
y third
parties (including EVN’s
p ε r s o n n e 1
and
10ss
of or
darnage to property occurring in c o n n ε c t i o n with the
supp1y
,
instal1ation and construction
ofthe
Facilities.
d) Automobile Liability Insurance
o v ε r i n g
use of all vehicles used by the Contractor or
his Subcontractors (whether or not owned by them) in
connection with the execution
of
the Contract.
(e) Workers Compensation
In accordance with the Vietnarnese law
,
the
Contractor shall take out this insurance to s ε c u r e his
emp1oyees
,
therefore the Contractor faithfully comply
with the requirements of
the said law.
f) EVN ’
s Liability
In
a c c o r d a n c ε
with the statutory requirements
applicab1e in any country where the Contract or any
P
thereof is executed.
(g) Other Insurances
Such other insurances
as
may be specifically agreed
upon by the parties hereto as listed in the said the
corresponding Appendix 3.
34.2 EVN shall be narned as co-insured under all insurance
i c i e s taken out by the Contractor pursuant
to
GCC Sub
Clause 34.1
,
except for Workers Compensation and
EVN’s Liability Insurances
,
and the Contractor’s
Subcontractors shall be named as co-insured under all
msurance i c i e s taken out by the Contractor pursuant to
GCC Sub-C1ause 34.1 except for the Transit Insurance
During Transport
,
Workers Compensation and EVN ’s
Liabi1ity Insurances. All insurer ’s rights
of
subrogation
against such co-insured for losses or claims arising out
of
the performance of the Contract shall be waived under
such policies.
The Contractor and EVN shall indemnify each other from
IV-GCC-81
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 69/91
VIETNAM
ELECTRICITY rEPSCO
o MON THERMAL POWER PL NT
and against such claims and liabilities
as
provided by way
o Insurance.
Notwithstanding anything in this Contract to the contrary
,
it is agreed that
n e i t h ε r t h ε
Contractor nor EVN shall be
liable to the other
p a π y
for loss o production, profit,
and or use, or any other consequential
n a g e
34.3 The Contractor shal1 in accordance with the provisions o
the corresponding Appendix 3
In
surance Requirements)
to the Contract Agreement,
e l i v ε r
to EVN
c e r t i f i c t ε s o
insurance (or copies o the insurance policies)
as
evidence
that the required policies are in fu
l
force and effect. The
certificates shall provide that
no
less than twenty-one (21)
days notice shall be given to EVN by insurers prior to
cance
l
ation or material modification o a policy. The
Contractor shall furnish to EVN a copy o Transit
nsurance Policy as soon as practicable but not later than
one (1) month prior to the first scheduled shipment
together with official receipts as an evidence
o
premium
payment.
34.4 The Contractor shall ensure that, where applicable, his
Subcontractor(s) shall take out and maintain in effect
adequate insurance policies for their personnel and
vehicles and for work
e x e c u t ε d
by them under the
Contract
,
unless such Subcontractors are covered by the
policies tak:en out by the Contractor.
34.5 Without prejudice to the Contractor
’
s obligations and
responsibilities under the Contract, EVN shall be
responsible for assisting the Contractor in claiming
insurance mentioned in items a) and (b) to GCC Sub
Clause 34.1 above while the Contractor shall be
r e s p o n s i b l ε for securing the insurance mentioned in item
(c) from reputable insurance companies acceptable to
EVN.
These insurances sha
l
cover the periods up to the end o
Contract Period
o
the whole
o
the Works. The Contractor
shall be responsible for the deductibles in relation to all
claims under the insurance policies mentioned above
,
없 i s i n g
from events during the period o the insurance.
However, EVN shall be responsible for all risks and for
taking out
o
insurance for the Works from the date
o
Provisional Acceptance.
IV-GCC-82
걱
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 70/91
VIETN M
ELECTRICITY TEPSCO
o MON THERM L POWER PL NT
The obligation of EVN to assist the Contractor in securing
the above items
b)
and (c) under GCC Sub-Clause 34.1
a b o v ε shall be limited to All Risks “Builders
Ri
sks
Insurance and
“
Third Party Liability Insurance . The
Contractor shall satisfy himself
as
to the adequacy
of
the
coverage and the terms and conditions
of
such Insurance.
t
shall be understood that EVN shall not
in any way
be
liable for inadequate coverage. Insurance effected
by
the
Contractor pursuant to the items (a) and
b)
shall
be
d e t
to the terms
conditions
“
excess clause and
exceptions referred to in the policy or policies
of
insurance.
Th
e Contractor and his Subcontractor(s) shall
with all due diligence conform to the conditions
of
the
policies and all reasonable requirements
of
Insurers and
shall bear at their own expense any failure to
do
so.
fthe
insurance coverage provided under items (a) and (b)
to GCC Sub-Clause
34 1
is lirnited to that amount above a
specified
“
excess the Contractor may elect to provide
coverage to insure him against such “ excess .
The Contractor shall as soon
as
practicable but not later
than
f i f t ε e n
(15) days after the Effective Date
of
the
Contract fumish the nsurance Policies
to
EVN with the
official receipts evidencing premium payments to EVN.
The Contractor shall indemnify EVN against all actions
suits
claims
demands
costs or expenses
i s i n g
from
or
in connection with any accident
illness or death (other
than such as may be attributable to EVN
its agents
or
s e r v a n
to persons employed by the Contractor or his
Subcontractor at the Site.
The Contractor shall initiate and successfully obtain
security payments covering losses or damages arising out
ofthe
Contrac
t.
Failure to initiate or settle the claim within
a reasonable period
of
time shall constitute sufficient
grounds for EVN to exercise its rights under the Contrac
t.
Should the Contractor fail or refuse to maintain his
insurance above
EVN will secure
r e n ε w
or maintain the
said insurance
and any and all expenses incurred t h e r ε b y
shall be deducted from any and all sums due or
may
b ε c o m e d u ε
to the Contractor. The Performance Bond
submitted by the Contractor shall also be used where
n e c e s s a η
to cover such expenses.
The insurance that covers risks for the Warranty Periods
IV-GCC-83
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 71/91
VIETN M
ELECTRICITY TEPSCO
o MON
THERM L POWER PL NT
35. Unforeseen
Conditions
shall be taken out by the Contractor s e p r t ε l y if
necessary in the opinion ofthe Contracto
r
34.6 If the Contractor fails to take out andlor rnaintain in effect
the insurances referred to in GCC Sub-Clause
34 1
VN
rnay take out and rnaintain in effect any such insurances
and rnay frorn tirne to t i r n ε deduct frorn any arnount
d u ε
the Contractor under the Contract any prerniurn that
VN
shall have paid to the insurer or rnay otherwise recover
such arnount
as
a debt due frorn the Contracto
r. If VN
fails to take out andlor rnaintain in effect the insurances
referred to in GCC 34.5
the Contractor rnay take out
and
rnaintain in effect any such insurances and rnay from t ime
to tirne deduct frorn any arnount due EVN under the
Contract any prerniurn that the Contractor sh 1 paid
to the insurer or rnay otherwise recover such n o u n t as a
debt due frorn EVN.
If
the Contractor fails to or
is
unable
to take out and rnaintain in effect any such insurances the
Contractor shall nevertheless have
no
liability or
responsibility towards EVN
and the Contractor sh 1 have
full recourse against EVN for any and all liabilities
of
EVN herein.
34.7 Unless otherwise provided in the Contract
the Contractor
shall prepare and conduct all and any claims rnade under
the policies effected by it pursuant to this GCC Clause 34
and all monies payable by any insurers sh
1 be paid to the
Contractor. EVN shall give to the Contractor all such
reasonable assistance as may be required by the
Contractor. With respect to insurance clairns in which
EVN’s interest is involved
the Contractor shall not give
any release or rnake any comprornise with the insurer
without the prior written c o n s ε n t
of
EVN. With respect to
insurance claims in which the Contractor’s interest is
involved EVN shall not give any release or make
any
compromise with the insurer without the prior written
consent ofthe Contractor.
34.8 Notwithstanding the provisions of insurance the
Contractor shall be responsible for the
ε x e c u t i o n of
the
Facilities under the conditions ofthe Contract.
35 1 If during the execution of the Contract the Contractor
shall encounter on the Site any physical conditions other
than climatic conditions) or artificial obstructions that
could not have been reasonably foreseen prior to the date
of
the Contract Agreement by an experienced contractor
IV-GCC-84
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 72/91
VIETNAM ELECTRICITY TEPSCO
o MON THERM L f E R P L N T
on the basis
of
reasonable examination
of
the data relating
to the Facilities including any data
as
to
boring tests)
provided by EVN
and on the basis
of
information that
the
Contractor could have obtained from a visual inspection
of
the Site if access thereto was available) or from other data
readily available to the Contractor relating to the
Facilities
and
if
the Contractor determines that
the
Contractor will in consequence
of
such conditions or
obstructions
incur additional cost and expense or require
additional time to perform his obligations under the
Contract that would not have been required
if
such
physical conditions or artificial obstructions had not
been
encountered
the Contractor shall promptly
and before
performing additional work or using additional Plant and
Equipment or Contractor
’
s
E q u i p m ε n t
notify
VN
’
s
Representative
in
writing
of
려 the physical conditions or
r t i f i i
떠 obstructions
on the
Site that could not have
b ε e n
reasonably foreseen
b) the additional work and or Plant and Equipment an
d
or
Contractor
’
s Equipment required
including the steps
which the Contractor will or
p r o p o s ε s
to take to
overcome such conditions or obstructions
c) the extent
of
the anticipated delay
d) the additional cost and expense that the Contractor is
likely to incur.
On receiving any notice from the Contractor under this
GCC Sub-Clause 35.1
EVN
’
s Representative shall
promptly consult with EVN and Contractor and decide
upon the actions to be t a k ε n
to
overcome the physical
conditions or
t i f i c i a l
obstructions encountered.
Following such consultations
EVN’ s Representative shall
instruct the Contractor
with a copy
to
EVN
ofthe
actions
to
be
taken.
35.2 ny reasonable additional cost and expense incurred by
the Contractor in following the instructions from EVN
’
s
Representative
to
overcome such physical conditions
or
artificial obstructions referred to in
GCC
Sub-Clause 35.1
shall
be
paid by
VN
to the Contractor as Physical
Contingency
an addition to the Contract Price.
35.3
If
the Contractor
is
delayed or impeded in the performance
of
the Contract because
of
any such physical conditions or
artificial obstructions
r e ε r r e d
to in
GCC
Sub-Clause 35.1
IV-GCC-85
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 73/91
VIETNAMELECTRICITY TEPSCO
o MON
THERMAL POWER PL NT
36. Change in Laws 36.1
and Regulations
37. Force
Majeure
37.1
the Time for
o m p l ε t i o n
shall
be e x t ε n d e d
in a c c o r d a n c ε
with GCC Clause 40.
If after the date twenty-eight 28) days prior to the date
of
Bid submission in Vietnam any law regulation
ordinance
o r d ε r or by-law having the force of law is
enacted promulgated abrogated or changed which shall
be deemed to include any change in interpretation
or
application by the competent authorities) that
s u b s ε q u e n t l y affects the costs and e x p ε n s e s of the
Contractor an
or the Time for Completion
the Contract
Price shall be correspondingly increased or
d e c r ε a s e d
an or the Time for Completion shall be reasonably
adjusted to the extent that the Contractor has thereby been
affected in the performance
of
any ofhis obligations under
the Contract. Notwithstanding the foregoing such
additional or reduced costs shall not be separately paid
or
credited if the same has already been accounted for in the
price adjustment provisions where applicable in
accordance with the GCC Clause 39. The Contractor shall
submit the documents demonstrating the actual additional
cost incurred due to the changes in laws and regulations
for the certification by EVN.
“
Force
e u r e
shall mean event beyond the
reasonable control of EVN or of the Contractor as the
case may be and which is unavoidable notwithstanding
the reasonable care of
the
affected and shall include
without limitation the following:
a) war hostilities or warlike operations whether a
state of war be declared or not) invasion act
of
foreign enemy and civil war
b) rebellion revolution insurrection mutiny
usurpation
of
civil or military government
conspiracy riot civil commotion and terrorist acts
c) confiscation nationalization mobilization
commandeering or requisition by or under the
order of any government or
de
jure or de facto
authority or ruler or any o t h ε r act or failure to act
of any local state or national g o v ε r n m e n t authority
d)
strike
sabotage
lockout
embargo
import
restriction port congestion lack
of
usual means
of
public transportation and communication
IV-GCC-86
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 74/91
VIETNAM
ELECTRICITY
TEPSCO o MON THERMAL POWER PL NT
industrial dispute
, s h i p w r ε c k
shortage or
restriction
of o w ε r
supply
,
p i d e m i c s
quarantine
and plague
,
e) earthquake
,
landslide
,
volcanic activity
,
fire
,
flood
or inundation, tidal wave, typhoon or cyclone,
hurricane
,
storm
,
lightning
,
or other inclement
weather condition, nuclear and p r ε s s u r e waves or
other natural or physical disaster,
f)
shortage
of
labor
,
materials or utilities where
c u s ε d
by circumstances that are themselves F orce
Majeure.
37.2
If
either party is prevented
,
i n d ε r ε d
or delayed from or
n
performing any
of
its obligations under the Contract by an
event of F orce Maj eure, then it shall notify the other
n
writing
of
the occurrence
of
such event and the
circumstances thereof within fourteen
4
days after
the
occurrence
of
such event.
37.3 The
who has given such notice shall be excused
from the performance or punctual performance
of
its
obligations under the Contract for
so
long as the relevant
event of Force Majeure continues and to the extent that
such party
’
s performance
is
prevented
,
hindered
or
delayed. The Time for Completion shall be extended in
accordance with GCC Clause 40.
37
.4
The
p π y
or parties affected by the event
of
Force
e u r e
shall use reasonable efforts to mitigate the
e f f ì ε t
thereof upon its
or
their
r m n c e of
the Contract and
to 미 l f i l l its or
t h ε i r
obligations under the Contract, but
without
p r e j u d i ε
to either
right to terminate the
Contract under GCC Sub-Clauses 37.6 and 38.5.
37.5 Delay or nonperformance by either hereto caused
by
the
o c c u r r e n c ε of
any event ofForce
e u r e
shall not
a) constitute a default or breach
ofthe
Contract
,
b) subject to GCC Sub-Clauses 32.2, 38.3 and 38
.4)
give rise to any claim for damages or additional
cost or expense occasioned thereby
if
and to the extent that such delay or nonperformance is
caused by the occurrence
of
an event
ofForce
Majeure.
37.6
If
the performance
of
the Contract is substantially
IV-GCC-87
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 75/91
VIETNAM
ELECTRICITY
TEPSCO
MON THERM L
POWER PL NT
38.
War
sks
prevented
hindered
or
delayed for a
s i n g l ε
period
of
more
than sixty (60) days or an aggregate period
of
more than
one hundred and twenty
1
20) days on account
of
one
or
more events
of
Force
e u r e
during the currency
of
the
Contract
the parties will attempt to develop a mutually
satisfactory solution failing which either party
may
terminate the Contract
by
giving a notice to the other
but
without prejudice
to
either
right to terminate the
Contract under GCC Sub-Clause 38.5.
37.7 In the event
of
termination pursuant to GCC Sub-Clause
37.6 the rights and obligations of VN and the Contractor
sha11
be as specified in GCC Sub-Clauses
42
1 2 and
42.1
3.
37.8 Notwithstanding GCC Sub-Clause 37.5 Force Majeure
shall not apply to
없 y
ob1igation
of
EVN
to
make
payments to the Contractor herein.
38.1
“
War sks shall mean any event specified in paragraphs
떠
and (b)
of
GCC S u b - C l a u s ε 37.1 and any explosion or
impact
of
any mine
bomb
s h ε 1 1
grenade or other
projectile
missile
munitions or explosive of war
occurring
or existing in or near Vietnam.
38.2 Notwithstanding anything contained
in
the Contract the
Contractor shall have no liability whatsoever for or with
respect to;
(a) destruction of
or
damage to
F a c i l i t i ε s
Plant and
Equipment
or any part thereof
(b) destruction
of
or damage to
p r o p
of
EVN or any
third
a π y
(c) injury or
10ss
oflife
if
such destruction
damage
injury or
10ss
of life
is
caused
by any War
Ri
sks
and EVN shall indemnify and hold
t h ε
Contractor harmless from and against any and all claims
1iabilities
actions
1awsuits
damages
costs
charges
or
expenses arising in consequence
of
or in connection with
the
38.3
If
the Facilities or any
P1ant
and Equipment or Contractor
’
s
Equipment or any other p r o p e π y of the Contractor used or
intended to be used for the purposes
of
the Facilities shall
sustain destruction or damage by reason
of
any War Risks
EVN shall pay the Contractor for;
IV-GCC-88
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 76/91
VIETNAM ELECTRICITY TEPSCO
o MON THERMAL POWER PL NT
떠
any part
of
the Facilities or the Plant and Equipment
so
destroyed
or
damaged (to the extent not already
paid for by EVN)
(b) replacing or making good any Contractor ’ s
Equipment or other property
of
the Contractor so
destroyed or damaged
(c) replacing or making good any such destruction or
damage
to
the Facilities or the Plant and Equipment
or any part thereof
so far
as
may
be
required by EVN
and
as
may be
n e c e s s
y
for completion ofthe Faci1ities.
If
EVN does not require the Contractor to replace or make
good any such destruction or damage to the Facilities
VN
shall either request a change in accordance with GCC
Clause 39
excluding the performance
of
that
of
the
Facilities thereby destroyed or damaged or
where the
1 ss
destruction or damage affects a substantial part
of
the
Facilities
shall terminate the Contract
pursuant to GCC
Sub-Clause 42. 1.
38
.4
Notwithstanding anything contained in the Contract
VN
shall pay the Contractor for any increased costs
or
incidentals to the execution
of
the Contract that are in any
way attributable to
consequent on resulting from or in any
way connected with any War
Ri
sks
provided that the
Contractor shall
as
soon as practicable notify the EVN
in
writing
of
any such increased cos
t.
38.5
If
during the performance
of
the Contract any War sks
shall occur that fmancially or otherwise materially affect the
execution of the Contract by the Contractor the Contractor
shall use his reasonable efforts to execute the Contract with
due and proper consideration given to the safety of his and
his Subcontractors personnel engaged in the work on the
Facilities
provided
however
that
if
the
ε x e u t i o n of
the
work on the Facilities becomes impossible or is
substantially prevented for a single period of more than
sixty (60) days or an aggregate period
of
more than one
hundred and twenty
1
20) days on account
of
any War
sks
the parties will attempt to develop a mutually
satisfactory solution
failing which either
may
terminate the Contract by giving a notice to the other.
38.6 In t h ε event
of
termination pursuant to GCC Sub-Clauses
38.3 or 38.5
the rights and obligations
of
EVN and the
IV-GCC-89
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 77/91
VIETNAM ELECTRICITY TEPSCO o MON
THERMAL POWER
PL NT
Contractor shall
be
s p e c i f i ε d in GCC Sub-Clauses 42.1.2
and 42.
3
H hange in
ontract
Elements
39.
hange
in 39.1 Introducing a Change
the
Facilities
39.
1 Subject to GCC Sub-Clauses 39.2.5 and 39.2.7
EVN shall
have the right to propose
and subsequently require
that
EVN ’s Representative order the Contractor from time to
time during the performance
of
the Contract to make any
change
modification
addition or deletion
to
in
or
from the
Facilities (hereinafter called “Change ) provided that such
Change falls within the general scope
of
the Facilities and
does not constitute unrelated work and that it
is
technicall y
practicable
taking into account both the state
of
advancement of t h ε Facilities and
t h ε
technical
compatibility
of
the Change envisaged with the
n t u r ε of
the Facilities as specified in the Contract.
Further
EVN reserves the right to delete Flue Gas
Desulphurization Plant (FGD) and Electrostatic Precipitator
(EP) from the Scope
of
the Facilities
when the schedule
of
availability ofNatural Gas is confirmed.
39.1.2 The Contractor may
from time to
t i m ε
during his
performance
of
the Contract
propose to EVN (with a copy
to EVN
’
s Representative) any Change that the Contractor
c o n s i d ε r s
necessary or desirable to improve the q u l i
efficiency or safety
of
the Facilities. EVN may at its
discretion approve or e c t any Change proposed by
the
Contractor within twenty eight (28) days
of
the Contractors
written notification of such Change
provided that EVN
shall approve any Change
p r o p o s ε d
by the Contractor to
ensure the safety
ofthe
Facilities.
39.
3 Notwithstanding GCC Sub-Clauses 39.
1 and 39.
2
no
change made necessary because
of
any default
of
the
Contractor in the performance
of
his obligations under the
Contract shall be
d e ε m e d
to be a Change
and such change
shall not result in any adjustment of the Contract Price or
the Time for Completion.
39.1
.4
The procedure on how
to
proceed with and
e x ε u t e
Changes is specified in GCC Sub-Clauses 39.2 and 39 .3
and further
d ε t i l s
and sample forms are
p r o v i d ε d
in
It
em 8
IV-GCC-90
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 78/91
VIETNAM
ELECTRICITY rEPSCO
o
MON
THERMAL POWER PL NT
(Change Order Procedures) in Forms and P r o c e d u r ε s
39.2 Changes Originating from EVN
39.2
.1
If
EVN proposes a Change pursuant
to
GCC Sub-Clause
39.1.1 EVN shall send to the Contractor a
R ε q u e s t
for
Change Proposal
,
requiring the Contractor to prepare and
furnish a “Change Proposal to EVN’s Representative as
soon as reasonably practicable (normally within ten (10)
days but
even in the complicated case
not longer than
twenty one (21) days of such request). A “ Change
Proposal
,
shall include the following:
(a) brief description
ofthe
Change
(b) effect on the Time for Completion
(c estimated cost
of
the Change
(d) effect on Functional Guarantees (if any)
(e) effect on any other provisions
of
the Contract.
39.2.2 Prior to preparing and submitting the “Change Proposal,
the Contractor shall submit to EVN ’s Representative an
“Estimate for Change P r o p o s 마 which shall be an estimate
of
the cost
of
preparing and submitting the Change
Proposal
Upon receipt of the Contractor’s Estimate for Change
Proposal
EVN shall do one
of
the following:
(a) accept the Contractor’s estimate with instructions to the
Contractor to proceed with the preparation
of the
Change Proposal
b) advise the Contractor
of
any part of his Estimate for
Change Proposal that is unacceptable and request
the
Contractor to review his estimate
(c advise the Contractor that EVN does not intend to
proceed with the Change.
39.2.3 Upon receipt
of
EVN ’s instruction to proceed under
G
Sub-Clause 39.2.2 (a)
the Contractor shall
with proper
expedition
p r o c ε e d
with the preparation
of
the Change
Proposal
in accordance with GCC Sub-Clause 39.2.
1.
39.2
.4 Th
e pricing
of
any Change shall
as far as practicable
be
calculated in accordance with the rates and prices included
in the Contract.
If
such rates and prices are inequitable
the
IV-GCC-91
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 79/91
VIETNAM
ELECTRICITY rEPSCO
MON THERMAL POWER PL NT
39.2.5
parties thereto shall agree on specific rates for the valuation
of
the Change using one or more
of
following procedure to
be
discussed and agreed by the Contractor and EVN.
(a) Using unit rate for each item multiplied by its
quan
t1
ty
(b) Using Lurnp Sum price for total works
(c) Using actual cost paid by the Contractor evidenced
by voucher and
r e c ε i p t
plus the Contractor
’
s fee ten
percent
1
0 )
of
Total Cost
(d) Comparing quotations (at least three (3) quotations)
from the various subcontractors capable
of
undertaking such works plus
f i v ε
percent (5 )
of
Contractor
’
s fee
f
before or during the preparation
of
the Change Proposal
it
becomes apparent that the aggregate effect
of
compliance
therewith and with all other Change Orders that have
already become binding upon the Contractor
u n d ε r
this
GCC Clause 39 would be to increase or
d e c r ε s e
the
Contract Price as originally set forth in Article 2 (Contract
Price) of the Contract Agreement by more than fifteen
percent (15 )
the Contractor may give a written notice
of
objection thereto prior to furnishing the Change Proposal as
aforesaid.
f
EVN accepts the Contractor’s objection
EVN
shall withdraw the proposed Change and shall notify the
Contractor in writing thereo
f.
Th
e Contractor’s failure to so object shall neither affect his
right to object to
y
subsequent
r e q u ε s t e d
Changes or
Change Orders herein
nor affect his right to take into
account
when making such
s u b s e q u ε n t
objection
the
percentage increase or decrease in the Contract Price that
any Change not objected to by the Contractor represents.
39.2
6
Upon receipt of the Change Proposal
EVN and the
Contractor shall mutually agree upon all matters
t h e r ε m
contained. Within fourteen (14) days such agreement
EVN shall
if EVN intends to proceed with the Change
issue the Contractor with a Change Orde
r.
f
EVN
is
unable to reach a decision within fourteen
1
4)
days
it shall notify the Contractor in detail as to when the
Contractor can expect a decision.
If EVN decides not
to
proceed with the Change for
whatever reason
it shall
within the said period
of
fourteen
IV-GCC-92
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 80/91
VIETN M ELECTRICITY
TEPSCO
o MON THERM L POWER PL NT
4
days notify the Contractor accordingly. Under such
circumstances
the Contractor shall be entitled to
reimbursement
of
all costs reasonably incurred by it in the
preparation
of
the Change Proposal
provided that these do
not exceed the amount given by the Contractor in his
Estimate for Change Proposal submitted in accordance
GCC Sub-Clause 39.2 2
39 2
.7 f
EVN and the Contractor cannot reach agreement on the
price for the Change an equitable
u s t m e n t
to the Time
for
Completion or any other matters i d e n t i f i ε d in the
Change Proposal EVN may nevertheless instruct the
Contractor to proceed with the Change by issue of a
“Pending Agreement Change Order.
Upon receipt of a Pending Agreement Change Order the
Contractor shal1 immediately proceed with effecting the
Changes covered by such Order. The parties shall t h e r e f t ε r
attempt to reach agreement on the outstanding issues under
the Change Proposal.
fthe parties cannot reach agreement within sixty (60) days
from the date of issue
of
the Pending Agreement Change
Order then the matter may be referred to EVN for the
Settlement
of
Dispute in accordance with the provisions of
GCC
Sub-Clause 6.1.
39 3 Changes Originating from Contractor
39 3 .1 f the Contractor proposes a Change pursuant to GCC Sub
Clause 39.1 2
the Contractor shall submit to EVN’s
Representative a written
“
Application for Change
Proposal
,
giving
r ε s o n s
for the proposed Change and
including the information specified in GCC Sub-Clause
39.2.1.Upon receipt ofthe Application
for
Change Proposal
the t i s shall follow the procedures outlined in GCC
Sub-Clauses 39.2.6 and 39.2.7. However
should EVN
choose not to proceed the Contractor shall not be entitled to
recover the costs of n g the Application for Change
Proposal.
39.4 Execution of Change Order
The Contractor shall not proceed to execute the Changes
until EVN authorizes and issues Change Order in writing to
the Contractor. Changes in the Time for Completion or the
Contract Price authorized by Change Order shall c o n s t i t u t ε
part
of
the Facilities under the Contract and the conditions
IV-GCC-93
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 81/91
VIETNAM ELECTRICITY
TEPSCO
o MON
THERMAL POWER
PL NT
40. Extension
of
Time for
Completion
of
the Contract shall be applied and such changes shall not
be subject to renegotiation.
A written amendment
of
the Contract shall be made and
signed by EVN and the Contractor.
40
l
The Time s) for Completion specified in GCC Sub-Clause
8 3
shall be extended
if
the Contractor
is
delayed or impeded
in the performance of any
of
his obligations under the
Contract by reason
of
any of the following:
a) any Change in the Facilities
as
provided in GCC
Clause 39
b)
any occurrence
of
Force Maj eure
as
provided in GCC
Clause 37, unforeseen conditions as provided in GCC
Clause
35
, or other o c c u r r ε n c e of any of the matters
specified or referred to in paragraphs a), b) and c)
of
GCC Sub-Clause 32.2
c) any suspension order given by EVN under GCC Clause
41
hereof or reduction in the rate of progress pursuant
to GCC Sub-Clause 41.2
d) any changes in laws and regulations
as
provided
in
GCC Clause 36
e) any default or breach
ofthe
Contract by EVN, such as
any activity, act or omission
of
other contractors
employed by EVN
,
including failure
of
EVN to
p r o v i d ε
n e c e s s η right of way or possession of the Site,
f) delay
of
payment more than t h i π y 30) days by EVN
for the reason not attributable to the Contractor frorn
the due date as stated in Appendix 1 T erms and
Procedures ofPayment) to the Contract Agreement
g) delay caused by Vietnamese authority in issuing
n e c e s s η permissions , approvals or authorization
in
spite of the Contractor’s tirnely and appropriate
procedures and documentations
h) delays attributable to EVN or caused by customs, such
as
i) delay caused by order issued by EVN
,
and
ii)
late approval of documents
u n r ε s o n b l y h ε l byEVN
i) any other matter specifically mentioned in the Contract
by such a
p
o d as shall fair and reasonable in all the
circumstances and as shall fairly reflect the delay
or
IV-GCC-94
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 82/91
VIETNAM
ELECTRICITY TEPSCO
MON THERMAL POWER PL NT
41. Suspension
impediment sustained by the Contracto
r.
40.2 Except where
o t h e r w i s ε
specifically provided in the Contract
including Changes in t h ε Facilities as stated in GCC Clause
39
the Contractor shall submit to EVN
’
s Representative a
notice of intention to make a claim for an extension of the
Time for Completion within fourteen
1
4) days
of
the event
becoming known to the Contractor.
The notice shall be
followed by the claim together with particulars of the event
or c i r c u m s t n c ε justifying such extensÌon as soon as
reasonably practicable but not more than three 3) months
later after the said notice. As soon as reasonably practicable
after receipt of such notice and supporting particulars of the
claim
EVN and the Contractor shall a g r ε e upon the period
of
such extension with the express consent
of
the bank issued
the Performance Security. In the event that the Contractor
does not accept EVN’s estimate of a fair and reasonable t i r n ε
extension the Contractor shall be entitled to refer the matter
to
、 이 ,
pursuant to GCC Sub-Clause 6.1.
40.3 The Contractor shall demonstrate to EVN ’s satisfaction that
the Contractor has at all times used his r ε a s o n a b l e efforts to
minimize any delay and the cost incurred in the performance
ofhis
obligations under the Contract.
41 1
EVN may request EVN ’ s Representative by notice to t h ε
Contractor
to
o r d ε r
the Contractor to suspend performance
of
any or all
of
his obligations under the Contrac
t.
Such
notice shall specify the obligation
ofwhich
performance is to
be suspended the effective date of the suspension and the
reasons therefo
r. Th
e Contractor shall thereupon suspend
performance of such obligation except those obligations
n e c e s s η for the care or preservation
of
the Facilities) until
ordered in writing to resume such performance by EVN’s
R e p r e s e n t a t i v ε
f
by virtue
of
a
s u s p ε n s i o n
order given by EVN ’s
Representative
other than by reason
of
the Contractor
’
s
default or breach of
the Contract
the Contractor’s
performance
of
any
of
his obligations
is
suspended for
an
aggregate period
of
more than ninety 90) days
then at any
time thereafter and provided that at that time such
performance
is
still suspended
the Contractor may give a
notice to EVN ’s Representative requiring that EVN shall
within twenty-eight 28) days
of
receipt
of
the notice
order
the resumption
of
such performance or request and
subsequently order a Change in accordance with GCC Clause
39
excluding the performance
of
the suspended obligations
IV-GCC-95
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 83/91
l
ETN
AA1
ELECT lCITYITEPSCO o
MON THERMAL POWER
PLANT
from the Contract.
If EVN fails to
do so
within such period, the Contractor may,
by a further notice
to
EVN
’
s Representative
,
elect to treat the
suspension, where it affects a part only of the Facilities, as a
deletion
of
such
in accordance with GCC Clause 39
or,
where it affects the whole of the Facilities,
as
termination
of
the Contract under GCC Sub-Clause 42.1.
41 2
If
(a) EVN has
f i l ε d
to pay the Contractor any sum due
under the Contract within the specified period, has
failed to approve any invoice or supporting documents
without just cause pursuant to the corresponding
Appendix 1 (Terms and Procedures of Payment) to the
Contract Agreement, or commits a substantial breach
of
the Contract, the Contractor may give a notice to
VN
that requires payment
of
such sum
,
with interest
thereon , requires approval of such invoice or
supporting documents
,
or
s p e c i f i ε s t h ε
breach and
requires EVN
to
remedy the same,
as
the case may be.
If EVN fails to pay such sum together with such
interest
,
fails
to
approve such invoice or supporting
documents or give its reasons for withholding such
approval
,
or fails to remedy the breach or take steps to
r e m ε d y the breach within f o u r t e ε n (14) days after
receipt of the Contractor
’
s notice, or
(b) the Contractor is unable to carry out any
of
his
obligations under the Contract for any reason
attributable to E\t N, including but not limited to EVN ’ s
failure to provide possession of or access to the Site or
other areas in
c c o r d n c ε
with GCC Sub-Clause 10.2
,
or failure to obtain any governmental permit necessary
for the execution andJor completion
ofthe
Facilities
,
then the Contractor may by fourteen
1
4) days notice to
EVN suspend performance of all or any of his obligations
under the Contract
,
or reduce the rate ofprogress.
4
1
3
If
the Contractor
’
s performance
of
his obligations is
suspended or the rate of progress is reduced pursuant to this
GCC Clause
41
, then the Time for Completion shall be
extended in accordance with GCC Sub-Clause 40 1 , and any
and all additional costs or expenses incurred by the
Contractor as a result of such suspension or reduction shall
be paid by EVN
to
the Contractor in addition
to
the Contract
IV-GCC-96
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 84/91
VIETNAM
ELECTRICITY
TEPSCO o MON THERMAL POWER
PL NT
Price except in the case of suspension order or reduction in
the rate of e s s by reason of the Contractor’ s default
or
breach of the Contract.
4 .4
During the period of suspension
the Contractor shall
not
remove from the Site any Plant and Equipment any part
of
the Facilities or any Contractor
’
s Equipment
without
the
prior writlen consent ofEVN.
42. Termination 42.1 Termination for EVN’s Convenience
42.1.1 EVN may at any time terminate the Contract for any reason
by giving the Contractor a notice of termination that refers
to this GCC Sub-Clause 42.1.
42.1.2 Upon receipt
of
the notice
of
termination
u n d ε r
GCC Sub
Clause 42.1.1 the Contractor shall either immediately or
upon the date specified in the notice
of
termination
(a) cease all further work
e x c ε p t
for such work as
VN
may specify in the notice of termination for the sole
purpose of protecting that part of the Facilities already
executed
or any work required to leave the Site
n
a
clean and safe condition
(b) t e r m i n a t ε all subcontracts
except those to be assigned
to EVN pursuant to paragraph (d) (ii) below
(c) remove all Contractor ’ s Equipment from the Site
repatriate the Contractor’s and his Subcontractors
personnel from t h ε Site remove from the Site any
wreckage rubbish and debris
of
any n d and leave
the
whole of the Site in a clean and safe condition
(d) In addition the Contractor subject to the payment
specified in GCC
S u b C l a u s ε
42.
3
shall
(i) d e l i v ε r to EVN the
of
the Facilities executed
by the Contractor up to the date of termination
(ii)
to
the extent legally possible
assign to EVN all
right title and benefit of the Contractor to the
Facilities and to the Plant and Equipment as of the
date
of
termination
and
as
may be required
by
EVN in any subcontracts concluded between
the
Contractor and his Subcontractors
(iii) deliver to EVN all non-proprietary drawings
specifications and other documents prepared by the
Contractor or his Subcontractors as at the date
of
IV-GCC-97
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 85/91
VIETN M
ELECTRICITY TEPSCO
o MON THERMAL
E R P L N T
termination in connection with the F a c i l i t i ε s
42.1.3 In the event oftermination ofth Contract under GCC Sub
Clause 42.
1
EVN shall pay to the Contractor the
following amounts:
(a) the Contract
P r i c ε
properly attributable to the parts of
the Facilities executed by the Contractor
as of
the date
of termination
(b) the costs reasonably incurred by the Contractor in th
removal
of
the Contractor’s Equipment from the Site
and in the repatriation
of the Contractor’ s and his
Subcontractors personnel
( c) any amounts to be
려
by the Contractor to his
Subcontractors in connection with the termination
of
any subcontracts including any cancellation charges
(d) costs incurred by the Contractor in protecting th
Facilities and leaving the Site in a clean and safe
condition pursuant to paragraph (a) of GCC Sub-Clause
42.
2
(e) the cost of satisfying all other obligations
commitments and claims that the Contractor may in
good faith have undertaken with third parties
in
connection with the Contract and that are not covered
by paragraphs (a) through (d) above.
42.2 Termination for Contractor ’s Default
42.2.1 EVN
without prejudice to
뻐 y
other rights or remedies
it
may possess may terminate the Contract forthwith in
th
following circumstances by giving a notice
of
termination
and its reasons therefor to the Contractor
referring to this
GCC Sub-Clause 42.2:
(a)
if
the Contractor becomes bankrupt or insolvent
has a
receiving o r d ε r issued against it compounds with his
creditors or if the Contractor
is
a corporation a
resolution
is
passed or order is made for its winding up
(other than a voluntary liquidation for the purposes
of
amalgamation or reconstruction) a e c e i v ε r is appointed
over any
p a π of
his undertaking or assets
or
if th
Contractor takes or suffers any other analogous action
in consequence of debt
EVN shall be at liberty ;
(i)
To
terminate the Contract forthwith by notice
in
IV-GCC-98
언
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 86/91
VIETNAMELE TRI ITY TEPSCO MON THERMAL POWER PL NT
42.2
.2
writing to the Contractor or to the receiver or
liquidator or to any person in whom the Contract may
become vested and to act in the 없 m e r provided in
GCC Sub-Clauses 42.1 and
42
.2
as
though the above
mentioned notice had been the notice referred to in
such clause and the W orks had e ε n taken out
of
the
Contractor’s hands
or
ii)
To
give such receiver
liquidator or other person the
option of carrying out the Contract subject to his
providing a guarantee for the due and faithful
performance
of
t h ε Contract up to amount to be
agreed.
b)
if
the Contractor assigns or transfers the Contract
or
any
or interest therein in violation of the provision
of
GCC Clause 43.
c)
if
the Contractor has engaged in corrupt or fraudulent
practices in competing for or in executing the Contract.
If
the Contractor
a) has abandoned or repudiated the Contract
b) has without valid reason failed to commence work
on
the
F a c i l i t i ε s
promptly or has suspended other than
pursuant to GCC Sub-Clause
41.2)
the progress
of
Contract performance for more than
t w e r r η e i g h t
28)
days after receiving a written instruction from EVN to
proceed
c) persistently fails to execute the Contract in accordance
with the Contract or p ε r s i s t e n t l y neglects to carry out
his obligations under the Contract without just cause
d) refuses or is unable to provide sufficient materials
services or labor to execute and complete the Facilities
in the
없 m e r
specified in the program furnished under
GCC Sub-Clause 18.2 at rates of progress that give
reasonable assurance to EVN that the Contractor can
attain Completion of the Facilities by the Time for
Completion as extended
e) fails to satisfactorily complete the Performance Tests
for Provisional Acceptance Certificate within the
Contract Period or e x t e n d ε d time pursuant to GCC
Clause 40
or
IV-GCC-99
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 87/91
VIETN M
ELECTRICITY
TEPSCO MON THERMAL POWER PL NT
f)
fails to perform any other material obligation s)
u n d ε r
the Contract and does not commence to take action to
remedy his failure within the period of fourteen 14)
days or such longer period as EVN may grant in
writing) after receiving
of
notice of default from EVN
specifying nature
of
such default.
then EVN may
,
without prejudice
to
y
other rights
EVN may possess under the Contract, give a notice to the
Contractor stating the nature
of
the default and requiring
the Contractor to remedy the same. f the Contractor fails
to
remedy or to take steps to remedy the same within
fourteen 14) days of its receipt of such notice, then EVN
may terminate the Contract forthwith by giving a notice
of
termination to the Contractor that refers to this GCC
Sub-Clause 42.2.
42.2.3 Upon receipt
of
the notice
of
termination under GCC Sub
Clauses 42.2.1 or 42.2.2, the Contractor shall, either
immediately or upon such date
as
is
specified in the notice
of termination
,
a) cease all further work
,
except for such work as EVN
may specify in the notice of termination for t h ε sole
purpose
of
protecting that
of the Facilities already
executed
,
or any work required to leave the Site in a
clean and safe condition
b) terminate all subcontracts,
x c e p t
those to be assigned
to
EVN pursuant to paragraph d) below
c) deliver to EVN the of the
a c i l i t i ε s
ε x e c u t e d by
the Contractor up to the date of termination
d) to the extent legally possible , assign to EVN all right,
title and benefit of the Contractor
to
the Facilities and
to the Plant and Equipment
as
of the date of
termination
,
and
,
as may be required by EVN
,
in
any
subcontracts concluded between the Contractor and his
Subcontractors
e) deliver to EVN all drawings, specifications and other
documents prepared by the Contractor or his
Subcontractors as
of
the date of termination in
connection with the Facilities.
42.2.4 The EVN may enter upon the Site, expel the Contractor,
and complete the Facilities by himself or by employing any
third p a π y EVN may, to the exclusion of any right
of
the
Contractor over the same, take over and use with the
IV-GCC-I00
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 88/91
VIETNAM
ELECTRICITY
TEPSCO
MON THERMAL POWER PL NT
payment of a fair rental rate to the Contractor with all the
maintenance costs to the account of EVN and with an
indemnification by EVN for
all
liability including damage
or injury to persons arising out
of
EVN
’
s use
of
such
equipment any Contractor’s Equipment owned by the
Contractor and on the Site in connection with the F a c i l i t i ε s
for such
r e a s o n a b l ε
period
as
EVN considers expedient for
the supply and installation ofthe Facilities.
Upon completion
of
the Facilities or at such earlier date as
EVN thinks appropriate EVN shall give notice to the
Contractor that such Contractor’s Equipment will be
returned to the Contractor at or near the Site and shall
return such Contractor’s Equipment to the Contractor in
accordance with such notice. The Contractor shall
thereafter without delay and at his cost remove or
r n g e
removal of the same from the Site.
42.2.5 Subject to GCC Sub-Clause
42 .2 6
the Contractor shall be
entitled to be paid the Contract Price attributable to the
Facilities executed
as
of the date
of
termination
the value
of any unused or t i a l l y used Plant and Equipment on the
Site
and the costs
if
any
incurred in protecting the
Facilities and in leaving the Site in a clean and safe
condition pursuant to paragraph a) of
GCC Sub-Clause
42
.2
3 y sums due EVN from the Contractor accruing
prior to the date of termination shall be deducted from the
amount to be paid to the Contractor n d ε r this Contract.
42.2.6
f
EVN completes the Facilities
the cost
of
completing the
Facilities by EVN shall be determined.
f the sum that the Contractor
is
entitled to be paid
pursuant to GCC Sub-Clause 42.2.5 plus the reasonable
costs incurred by EVN in completing the Facilities
exceeds the Contract Price the Contractor shall be liable
for
such
x c e s s
f such excess is greater than the sums due the Contractor
under GCC Sub-Clause 42.2.5
the Contractor
pay the
balance to EVN and if such excess is less than the sums
due
the Contractor under GCC Sub-Clause 42
.2
5
EVN
shall pay the balance to the Contractor.
EVN and the Contractor shall agree
in writing
on the
computation described above and the manner in which any
sums shall be paid.
IV-GCC-IOl
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 89/91
VIETNAM ELECTRICITY TEPSCO
MON THERM L
POWER
PL NT
42.3 Termination by Contractor
42 3 1If
a) EVN has failed to pay t h ε Contractor any sum due under
the Contract within the specified period
has failed to
approve any invoice or supporting documents without
just cause pursuant to the corresponding Appendix 1
Terrns and Procedures of Payment) of the Contract
Agreement
or commits a substantial breach of the
Contract
the Contractor may give a notÎce
to
EVN that
requires payment
of
such sum
with interest thereon
requires approval of such invoice or supporting
documents
or specifies the breach and requires EVN to
remedy the same
as
the case may be.
If
EVN fails to
pay such sum together with such interest
fails to
approve such invoice or supporting documents or give
its reasons for withholding such approval
fails to
remedy the
b r ε c h
or take steps to remedy the breach
within fourteen 14) days after receipt of the
Contractor’s notice
or
b) the Contractor
is
unable to
c r η
out any of his
obligations under the Contract for any reason
attributable to EVN
including but not limited
to
EVN
’
s
failure to provide possession
of
or access to the Site
or
other areas or failure to obtain any governmental perrnit
n e c e s s 따 y
for the execution an
or
completion
of
the
Facilities
then the Contractor may give a notice to EVN thereof and
if
EVN has
f i l ε d
to pay the outstanding sum
to approve
the invoice or supporting documents
to give its reasons for
withholding such approval or to remedy the breach within
twenty-eight 28) days
of
such notice
or
if
the Contractor is
still unable to out any of his obligations under the
Contract for any reason attributable to EVN within twenty
eight 28) days
of
the said notice the Contractor may by a
further notice to EVN referring to this GCC Sub-Clause
42.3.1 forthwith terminate the Contract.
42 3
.2 The Contractor may terminate the Contract forthwith
by
giving a notice to EVN to that effect
referring
to
this GCC
Sub-Clause 42.3.2
if
EVN becomes bankrupt or insolvent
has a receiving order issued against EVN compounds with
its creditors
or
being a corporation
if
a resolution is
passed or order
is
made for its winding up other than a
voluntary liquidation
for
the purposes
of
amalgamation or
reconstruction) a receiver
is
appointed over any part
of
its
IV-GCC-I02
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 90/91
VIETNAM
ELECT
CITY TEPSCO
MON
THERMAL POWER
PL NT
undertaking or assets or if EVN takes or suffers any other
analogous action in consequence of deb
t.
42.3.3
fthe
Contract
is
terminated under GCC Sub-Clauses 42.3.1
or 42.3.2
then the Contractor shall immediately
(a) cease all further work
except for such work
as
may be
n e c e s s η for the p o s e of protecting that of the
Faci1ities already executed or any work required to
leave the Site in a clean and safe condition
b)
terminate 1 subcontracts
except those
to
be assigned
to EVN pursuant
to
paragraph (d) (ii)
(c) remove all Contractor’s Equipment from the Site and
repatriate the Contractor
’
s and his Subcontractors'
personne1 from the Site.
(d) In addition
the Contractor
subject
to
the payment
specified in GCC Sub-Clause 42.3
.4
shall
(i) de1iver to
EVN the parts
of
the Faci1ities executed
by the Contractor up to the date of termination
(ii) to the extent legally possible assign to EVN all
right tit1e and benefit of the Contractor to the
Faci1ities and to the
P1ant
and Equipment as
of
the
date
of
termination and
as
may
be
required by
EVN in any subcontracts concluded between the
Contractor and his Subcontractors
(iii) de1iver to EVN 1 drawings
s p e i f i
i o n s
and
other documents prepared by the Contractor or his
Subcontractors as of the date of termination
in
c o n n ε c t i o n with the Faci1ities.
42.3 .4 fthe Contract
is
terminated under GCC Sub-C1auses 42.3.1
or 42.3.2
EVN shall pay to the Contractor all payments
specified in GCC Sub-C1ause 42.
1.
3
and reasonab1e
compensation for all
1 ss
except for
1 ss
of profit
or
damage sustained by the Contractor arising out
of
in
connection with or in consequence of such termination.
42.3.5 Termination by the Contractor pursuant to this GCC Sub
C1ause
42.3 is without p r ε j u d i e to any other rights or
remedies of the Contractor that may be exercised in lieu of
or in addition to rights conferred by GCC Sub-C1ause 42.3.
42
.4 In this GCC Clause 42
the expression “ Facilities
executed shall include all work executed
Installation
IV-GCC-I03
8/10/2019 3.2.1 General Conditions of Contract for Subcontract
http://slidepdf.com/reader/full/321-general-conditions-of-contract-for-subcontract 91/91
VIETNAM
ELECTRICITY
TEPSCO o MON THERMAL POWER PL NT
43. Assignment
Services provided and all Plant and Equipment acquired
or subject
to
a lega
l1
y binding obligation to purchase)
by
the Contractor and used or intended
to
used for the
purpose
of
the Facilities
up to and in
uding the date
of
termmat
n.
42.5 In this GCC Clause 42
in calculating any monies due from
EVN to the Contractor
into consideration shall be taken
any sum previously paid by EVN to the Contractor under
the Contract including any advance payment paid pursuant
to the corresponding Appendix 1
T ε r m s
and Procedures
of
Payment) to the Contract Agreement.
43 1
Neither EVN nor the Contractor shall without the express
prior writien consent
of
the other party which consent shall
not be unreasonably
l e l d assign to
없 y
third
p
the
Contract or any part thereof or any benefit obligation
or interest therein or thereunder
except that the Contractor
sha
l1
be entitled to assign either absolutely or by way
of
charge any monies due and payable to it or that may become
due and payable to it under the Contract