OWNERSHIP OF SUBCONTRACT WORKS
- Title in Materials and Plant (other than the SUBCONTRACTOR’s Equipment) to be supplied by the SUBCONTRACTOR pursuant to the Subcontract shall, with respect to the relevant part of the Subcontract Works, pass to the CONTRACTOR at whichever is the earlier of the following times:
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- when that part of the Subcontract Works is delivered to the Subcontract Works Site;
- when a Certificate of Acceptance is issued in respect of that part of the Subcontract Works;
- when the SUBCONTRACTOR receives payment in full in respect of that part of the Subcontract Works; or
- when that part of the Subcontract Works is physically incorporated into the Project.
- Notwithstanding the foregoing, the SUBCONTRACTOR shall retain the risk of loss or damage to the Subcontract Works in accordance with Clause 12.
- The SUBCONTRACTOR shall provide and maintain the Subcontract Works free and clear of Liens. The SUBCONTRACTOR shall furnish the CONTRACTOR with the Liens release letter in the form as set forth in Appendix L releasing and forever discharging the CONTRACTOR and the COMPANY from all claims and demands whatsoever in any manner arising out of the Subcontract and warranting that the SUBCONTRACTOR shall indemnify and hold harmless the CONTRACTOR and the COMPANY from Liens that may arise out of the Subcontract. After the CONTRACTOR receives the Liens release letter from the SUBCONTRACTOR, the CONTRACTOR shall issue the Certificate of Acceptance in accordance with Clause 23.
If at any time prior to the expiry of the Warranty Period there is any Liens for which the CONTRACTOR might be or become liable and to which the Subcontract Works or any part thereof might become subject, arising out of, or in the course of the carrying out of the Subcontract, or which arises from any act or omission of the SUBCONTRACTOR or its sub-subcontractors, the CONTRACTOR shall have the right to retain from amounts otherwise due and payable to the SUBCONTRACTOR under the Subcontract or otherwise recover as a debt due from the SUBCONTRACTOR an amount sufficient to indemnify the CONTRACTOR completely against such Liens. The SUBCONTRACTOR shall take all necessary action to discharge any such Lien as soon as possible. The CONTRACTOR shall retain such amount until the CONTRACTOR becomes satisfied that such Lien is discharged or is invalid.