DEFINITIONS AND INTERPRETATION – Sub-Contract Agreement
- Capitalized terms used in the Subcontract (as hereinafter defined) and not otherwise defined shall have the meanings specified in this Clause 1, unless the context requires otherwise:
Appendix means the appendix of the Particular Conditions.
Article means the article of the Particular Conditions or Appendices.
Certificate of Acceptance means the certificate to be issued by the CONTRACTOR to the SUBCONTRACTOR confirming that the whole of the Subcontract Works has been completed to the satisfaction of the CONTRACTOR and accepted under the Main Contract.
Clause means the clause of the General Conditions.
COMPANY shall have the meaning assigned to it in the Subcontract Agreement.
Completion Documents means all drawings, documents, computer programmes and other software, specifications and designs relating to the Subcontract Works and forming part of, provided under or created pursuant to the Subcontract, including but not limited to a selection of “as-built” documentation to be defined by the CONTRACTOR following completion of the Subcontract Works.
Conditions of Subcontract means the General Conditions, Particular Conditions and the Appendices attached thereto.
CONTRACTOR means the entity named as such in the Subcontract Agreement and its legal successors in title transfers and assignees.
CONTRACTOR’s Equipment means the apparatus, machinery, vehicles (if any) made available by the CONTRACTOR for the use of the SUBCONTRACTOR in the execution of the Subcontract Works, as stated in the Appendix A.
CONTRACTOR’s Representative means the representative appointed by the CONTRACTOR, in writing, to act in such capacity for the purposes of the Subcontract.
Country means the sovereignty where the Subcontract Works Site is located.
Critical Path means the sequence of activities through a project network from start to finish, the sum of whose durations determines the Subcontract Works Period.
Day means a calendar day and Year shall mean 365 days.
Effective Date means the date of signature of the Subcontract Agreement.
Force Majeure shall have the meaning assigned to it in Clause 24.
General Conditions means the terms and conditions referred to in the General Conditions of the Conditions of the Subcontract.
Intellectual Property Rights means any and all patents, trademarks, service marks, copyright, database rights, moral rights, rights in a design whether registered or not and including applications to register or rights to apply for registration, know-how and all or any other intellectual or industrial property rights which are created, brought into existence, acquired, used or intended to be used by either Party for the purposes of the Subcontract.
Liens means any mortgage, pledge, lien, security interest, option agreement, claim, charge or encumbrance of any kind.
Main Contract shall have the meaning assigned to it in the Subcontract Agreement.
Main Contract Works means the works defined in the Main Contract.
Manpower Mobilization Plan shall have the meaning assigned to it in Article 3 of Appendix J to Particular Conditions.
Materials means things of all kinds (other than Plant) intended to form part of the Permanent Subcontract Works.
On Demand Bonds shall have the meaning assigned to it in Clause 18.
Particular Conditions means the terms and conditions referred to in the Particular Conditions of the Conditions of Subcontract and such Appendices attached thereto.
Parties means collectively the CONTRACTOR and the SUBCONTRACTOR and Party means either of them.
Permanent Subcontract Works means permanent works to be designed and executed by the SUBCONTRACTOR under the Subcontract.
Plant means the apparatus, machinery and vehicles intended to form or forming part of the Permanent Subcontract Works.
Project shall have the meaning assigned to it in the Subcontract Agreement.
Risk Transfer Date means the date on which the risk of loss or damage in respect for the Subcontract Works or any part thereof transfers from the SUBCONTRACTOR to the CONTRACTOR in accordance with Clause 12. (See Particular Terms and Conditions Appendix P)
Schedule means the Subcontract Works time table as set forth in Appendix C and subsequently submitted and amended pursuant to Clause 8.3.
Scope of Subcontract Works shall have the meaning assigned to it in Appendix A and subsequently submitted and amended pursuant to Clause 10.
Subcontract shall have the meaning assigned to it in Article 1 of the Particular Conditions.
Subcontract Agreement means the agreement to which these Conditions of Subcontract are attached.
SUBCONTRACTOR means the entity named in the Subcontract Agreement as the SUBCONTRACTOR and its legal successors in title but not any assignee of the SUBCONTRACTOR.
Subcontract Price is [USD 145,480,098] (in words, US Dollars ONE HUNDRED FOURTY FIVE MILLION FOUR HUNDRED EIGHTY THOUSAND NINETY EIGHT) and subject to such adjustment as the SUBCONTRACTOR may be entitled to pursuant to Appendix D.
SUBCONTRACTOR’s Equipment means all apparatus, machinery, vehicles and other things required for the execution and completion of the Subcontract Works and remedying of any defect. However, SUBCONTRACTOR’s Equipment excludes Temporary Subcontract Works, CONTRACTOR’s Equipment, Materials, Plant, and any other things intended to form part of the Permanent Subcontract Works.
SUBCONTRACTOR’s Representative means the representative appointed by the SUBCONTRACTOR, in writing, and approved in writing by the CONTRACTOR to receive on behalf of the SUBCONTRACTOR all directions and instructions from the CONTRACTOR and act in such representative capacity for the purpose of the Subcontract.
Subcontract Works means the design, engineering, manufacturing, supply, construction, installation, testing, pre-commissioning and commissioning, and all other works and services to be provided by the SUBCONTRACTOR in accordance with the requirements of the Subcontract. (See Particular Terms and Conditions Appendix P)
Subcontract Works Period means the period from commencement until the completion of all of Subcontract Works.
Subcontract Works Site means the lands and/or other places on, into or through which the Subcontract Works are to be executed under the Subcontract and any other lands or places provided by the COMPANY for the purpose of the Subcontract.
Taxes means any tax, charge, impost, tariff, duty or fee of any kind charged, imposed or levied, directly or indirectly, by a competent authority in relation to the Subcontract Works including any value-added tax, sales tax, notarization fees, stamp duty, import duty, customs duties, withholding tax (whether on income, dividends, commission payments, fees, equipment rentals or otherwise), tax on foreign currency loans or foreign exchange transactions, excise tax, property tax, registration fee or license, water tax or environmental, energy or fuel tax, including any commission, penalties or other additions thereon.
Temporary Site Facilities means SUBCONTRACTOR provided temporary facilities at the Subcontract Works Site or elsewhere pursuant to this Subcontract.
Temporary Subcontract Works means all temporary works of every kind (other than SUBCONTRACTOR’s Equipment) required on Subcontract Works Site for the execution and completion of the Permanent Subcontract Works and remedying of any defects.
Tests on Completion means the tests which are specified in the Subcontract or the Main Contract and which are carried out under Clause 23 before the Subcontract Works are taken over by the CONTRACTOR.
Time for Completion means the time within which the whole of the Subcontract Works shall be completed in accordance with the Schedule and the Certificate of Acceptance therefore shall be issued by the CONTRACTOR to the SUBCONTRACTOR.
Total Float means the amount of time that an activity may be delayed beyond its early start/early finish dates without delaying the Time for Completion.
Variation and Variation Order have the meanings assigned to them in Clause 10.
Warranty Period means the warranty period as set forth in Clause 23.8 unless otherwise set forth in Article 7 of the Particular Conditions and including any extension thereof.
- The headings and titles in these Conditions of Subcontract and the Appendices shall not affect the meaning thereof nor be taken into consideration in the interpretation or construction of the Subcontract.
- Words importing persons or parties shall include any individual, company, corporation, firm, partnership, joint venture, association (whether a body corporate or an unincorporated association of persons) or any government institution, department or establishment and a person shall be construed as including a reference to its successors, permitted assigns and permitted transferees in accordance with their respective interests. Where the context requires, words importing the singular only also include the plural and vice versa where the context requires. Words preceding the terms “including”, “includes”, “include” or “included” shall be construed without limitation by the words which follow those terms.
- Wherever provision is made in the Subcontract for a communication to be “written” or “in writing” this means any handwritten, typewritten or printed communication.
- Wherever in the Subcontract provision is made for the giving of notice, consent or approval by any person, such notice, consent or approval shall, unless otherwise agreed in advance, be in writing and the word “notify” shall be construed accordingly.
- Whenever in accordance with these Conditions of Subcontract either Party is entitled to be paid its costs, except as expressly stated in the Subcontract, such entitlement only arises in respect of such costs which were reasonably and properly incurred by such Party which costs shall include overheads so incurred by the such Party but shall exclude any profit.
- Reference herein to Clauses, Articles, paragraphs and Appendices are to clauses, articles and paragraphs in and appendices to these Conditions of Subcontract (unless the context otherwise requires). Unless specifically provided otherwise, the words herein, hereunder and words of similar import refer to the entirety of the Subcontract and not only to the Clause in which such words occur.