hợp đồng epc của nhà máy, do luật sư người anh soạn thảo

合同号：
VINASHIN/YMC-TRANSTECH/DQ-001
EPC
工程合同
业主：越南造船工业总公司
下称（业主）
和

承包商：

云南机械进出口股份有限公司
&
川铁国际经济技术合作有限公司
以下联合或单独地被称为（承包商）
日期：
2005
年
11
月
25
日
EPC -
1
INDEX
目录
ARTICLE 1
：
DEFINITIONS AND INTERPRETATION
ARTICLE2
：
CONTRACT DOCUMENTS

ARTICLE 3
：
DESCRIPTION OF WORK
ARTICLE 4
：
CONTRACT PRICE
ARTICLE 5
：
PAYMENT
ARTICLE 6
：
RESPONSIBILITY AND OBLIGATION
ARTICLE 7
：
TIME FOR PREFORMANCE
ARTICLE 8
：
EQUIPMENT AND MATERIALS
ARTICLE 9
：
SITE
ARTICLE 10
：
MAINTAIN AND CARE OF THE WORKS
ARTICLE 11
：
CO-ORDINATION WITH OWNER AND OTHER EPC CONTRACTORS
ARTICLE 12
：
TRANSPORTATION

ARTICLE 13
：
LIABILITY FOR DEFECTS
ARTICLE 14
：
INSURANCE
ARTICLE 15
：
CERTIFYING AGENT
ARTICLE 16
：
COMPLETION AND ACCEPTANCE
ARTICLE 17
：
LIQUIDATED DAMAGES
ARTICLE 18
：
FORCE MAJEURE
ARTICLE 19
：
INDEMNIFICATION
ARTICLE 20
：
CHANGES IN THE WORKS
ARTICLE 21
：
REPAYMENT GUARANTEE PERFORMANCE BOND AND WARRANTY BOND
ARTICLE 22
：
SUSPENSION

ARTICLE 23
：
TERMINATION
ARTICLE 24
：
SUBCONTRACTOR
ARTICLE 25
：
CONTRACTOR’S PERSONNEL
ARTICLE 26
：
STATUTORY OBLIGATIONS
ARTICLE 27
：
GENERAL ARTICLE
EPC -
2
LEGAL AND PARTIES
LEGAL:
- Pursuant to State-Law on Economic Contract of Government’s Council issued dated 25
th
September 1989, and Decree No 17/HDBT issued dated 16, January 1990 of Council of
Ministers (now is Government) defined in detail performance of State- Law on Economic
Contract;
- Pursuant to The Bidding Regulation issued together with Government’s Decree No
88/1999/ND-CP of September 1,1999, and Government’s Decree No 14/2000/ND-CP of
May 5, 2000 of Government;
- Pursuant to The Regulation on Investment and Construction Management issued together
with the Government’s Decree No 52/1999/ND-CP of July 8, 1999, and the Government’s
Decree No. 12/2000/ND-CP of May 5, 2000;

Pursuant to Decision No. 17/2000/ QĐ-BXD dated 2
nd
August 2000 of Ministry of
Construction on construction quality management
- Pursuant to Circular Letter No 1/2002/ TT-BXD dated 7th January 2002 of Ministry of
Construction on instruction for implementation of projects under Engineering –
Procurement - Construction Contract ( EPC);
- Pursuant to the Decision No. 3763 QD-GTVT dated 14 November 2002 issued by
Ministry of Transportation of Vietnam to permit Vietnam Shipbuilding Industry
Corporation for preparation of Feasibility Study of Dung Quat Shipyard Project (Quang
Ngai province)
- Pursuant to Memorandum of Agreement dated 16
th
October 2003 in Beijing, China
between Vietnam Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery
Import and Export Co. Ltd (YMC)
Pursuant to Memorandum of Agreement dated 4
th
June 2004 in Hanoi, Vietnam between
Vietnam Shipbuilding Industry Corporation and YMC-TRANSTECH Consortium
- Pursuant to Payment Agreement dated 25th November 2005 between Vietnam
Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery Import and Export
Co. Ltd (YMC), TRANSTECH Engineering Corporation, are jointly and severally called
the YMC-TRANSTECH Consortium.
- Pursuant to The Letter No. 438/TTg-CN dated 15 April 2005 issued by the Prime
Minister to authorize the BOM of Vietnam Shipbuilding Industry Corporation to
approve Dung Quat Shipyard Project.
EPC -
3
THIS CONTRACT is made and entered into force

This 25th day of November,2005
BY AND BETWEEN
: +84 4 8439811 +84 4 7330167
E-mail:
: Pham Thanh Binh
+86-871-3164879
，
3131794: +86-871-3136829
，
3149945
Email: ,
Address: No.18 Tongjin Road, Chengdu 610032, PR China
Tel: +86-28-86396039
Fax: +86-28-86396079
Email:
hereafter jointly and severally called as the (CONTRACTOR)
NOW THEREFORE, the parties hereto agree as follows:
EPC -
4
Article 1: DEFINITIONS AND INTERPRETATION
The following definitions shall apply to this CONTRACT except where the context
otherwise explicitly requires:
a.“PLANT” means Dzung Quat Shipyard construction Project-Phase 1 to be constructed by
the CONTRACTOR at Dzung Quat Shipyard, except the Dry Dock item executed by the
OWNER as defined in Exhibit 1 and Exhibit 4 of Contract.
b.“OWNER” means VIETNAM SHIPBUILDING INDUSTRY CORPORATION”, their
legal successors in title and any assignee of VINASHIN.
c.“CONTRACTOR” means Yunnan Machinery Import and Export Co. Ltd (YMC) /
Transtech Engineering Corporation (TRANSTECH) hereafter refer as (YMC-
TRANSTECH Consortium).

d. “SUBCONTRACTOR” means any person, organization or company having a contract
directly or indirectly with CONTRACTOR for the supply of services and construction
work, or the supply of services and EQUIPMENT AND MATERIALS and other things,
for the WORK.
e. “CERTIFYING AGENT” means a society who shall provide certification services and
finally a safety certificate thereto for the PLANT via the Sub-Contract duly signed by
between CONTRACTOR and CERTIFYING AGENT.
f. “TIME FOR PERFORMANCE” means a period of time for performance of
Engineering, Procurement, Construction and Initial Acceptance by CONTRACTOR as
defined in ARTICLE 7 of CONTRACT.

g. “CONTRACT” means Terms and Conditions of Contract consisting of ARTICLE 1
through 27, Exhibits 1 through 14 thereto, all other supplement documents agreed in
writing by Parties.
h. “CONTRACT PRICE” means the total of all sums payable by the OWNER to
CONTRACTOR in United State Dollar as provided in ARTICLE 4 herein.
i. “SITE”means land within which the PLANT is to be constructed as defined in the
PROJECT SPECIFICATION and such additional areas in the vicinity as may be used by
CONTRACTOR for the WORK, such area should have been leveled and smooth, while
water, electricity, transportation, communication should be available.
EPC -
5
j. “WORK or Works” means the work to be performed and the design as well as the
services to be provided by CONTRACTOR in connection with the realization of the
PLANT as described under ARTICLE 3.
k. “MILESTONE” means an activity or an event, or a combination of activities or events,
the achievement of which is used in assessment of progress of the WORK.
l. “TEMPORARY WORKS” means all temporary works of every kind required in or
about the execution or maintenance of the Works.
n. “PERMANENT WORKS” means all the permanent works to be executed and

maintained in accordance with the Contract.
m. “COMMENCEMENT DATE” means the actual date for executing the WORKS
confirmed by the both Parties in accordance with Article 7
o. “BUSINESS DAY” means a day other than a Saturday or Sunday upon which the banks
in Hanoi are open for transaction of the necessary type of business. p. “EFFECTIVE
DATE” means the date upon which the matters provided in ARTICLE 27 hereof are duly
completed
q. “EQUIPMENT AND MATERIALS” means any machinery, equipment, materials and
other items of whatever nature to be supplied by CONTRACTOR under this CONTRACT
intended to become a part of the PERMANENT WORKS of the PLANT in accordance
with the PROJECT SPECIFICATION.
r. “PARTIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by
CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
the part of WORK in accordance with Schedule has achieved completion in conformity
with the CONTRACT and PROJECT SPECIFICATION
s. “PROVISIONAL ACCEPTANCE CERTIFICATE” means the certificate prepared by
CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
no less that 15% of WORKS of the PLANT have been done by CONTRACTOR.
t “INITIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by
CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that
WORK in accordance with Schedule has achieved completion in conformity with the
CONTRACT and PROJECT SPECIFICATION
u “FINAL ACCEPTANCE CERTIFICATE” means the certificate prepared by
CONTRACTOR in the format given in Exhibit 7 and approved by OWNER and
CERTIFICATE AGENT to certify that WORK in accordance with Schedule, obligations as
EPC -
6
defined in CONTRACT and guarantee has achieved completion in conformity with the
CONTRACT and PROJECT SPECIFICATION
v “SCHEDULE” means the proposed schedule of WORK furnished by the

CONTRACTOR, modified as necessary and agreed with OWNER , as included in Exhibit
2.
w “ENGINEERING RECORD” means the PROJECT SPECIFICATION together with the
drawings, specifications, standards and all other data necessary for the realization of the
PLANT as developed by the CONTRACTOR from the PROJECT SPECIFICATION
x “ORGANIZATION CHART” means the PROJECT Organization Chart to be prepared
by CONTRACTOR for Project performance.
y “PMU” means Dzung Quat Shipyard construction Project Management Unit or such
replacement as may be nominated from time to time by the OWNER and notified in writing
to the CONTRACTOR to act as OWNER’s Representative for the purposes of the
Contract.
EPC -
7
Article 2: CONTRACT DOCUMENTS
2.1 This Contract consists of the following documents:
- Terms and conditions of Contract consisting of ARTICLE 1 through ARTICLE 27.
- Payment Agreement No. VINASHIN/YMC-TRANSTECH/DQ-002 dated 25
th
November
2005
EXHIBITS:
Exhibit 1: Bill of Quantities
Exhibit 2: Project Construction Schedule
（
Milestone Date
）
Exhibit 3: Plan for performance Work
Exhibit 4: Project Specification
Exhibit 5: Prices for changes in the work
Exhibit 6: Document form of Contract

Exhibit 7: Equipment list of Contract
Exhibit 8: Project organization Chart for performance Work
Exhibit 9: Technology method for performance of Work
Exhibit 10: Schedule of approval and delivery of detail working drawings
Exhibit 11: Curriculum Vitae of CONTRACTOR and Manpower plan
Exhibit 12
：
Price List
Exhibit 13
：
VENDOR and SUB-CONTRACTORS’ List
Attachment 1: Particular Conditions of Contract
（
to be discussed and agreed later
）
Attachment 2: General Condition of Contract
（
to be discussed and agreed later
）
2.2 Documents are arranged in order as follows:
a) Contract terms and conditions consisting of ARTICLE 1 through ARTICLE 27 thereto.
EPC -
8
b) Payment Agreement
c) Exhibits consisting of exhibits 1 through 13 thereto; and
d) Attachments consisting of Attachment 1 through 2 thereto.
e) Others.
EPC -
9
Article 3: DESCRIPTION OF WORK

CONTRACTOR shall, in accordance with the CONTRACT, be responsible for design,
procurement, civil work (EPC) including but not limited to the following activities,
hereinafter collectively referred to as the WORK, all of which shall be performed in
accordance with the requirements of the CONTRACT, in particular the PROJECT
SPECIFICATION. The detail execution of works shall be performed in accordance with
the Bill of Quantities and PROJECT SPECIFICATION in Exhibit 1 and Exhibit 4 attached
hereto. All the WORK or WORKS under this CONTRACT shall not include the Dry Dock
Item as specified in Exhibit 1-Bill of Quantity.
3.1 Within the Scope of the CONTRACT, provide or arrange to have provided all services,
labor, supervision, management, equipment, materials, tools and supplies needed to
perform the WORK;
3.2 Provide engineering and other services in connection with the supply of EQUIPMENT
AND MATERIALS, as defined in the PROJECT SPECIFICATION;
3.3 Purchase, expedite and inspect and arrange for delivery to site of all EQUIPMENT
AND MATERIALS for the PLANT including materials, spare equipments, and
instructions for operation and maintenance, all temporary facilities, all in conformity with
the PROJECT SPECIFICATION;
3.4 Construct, erect and hand-over the PLANT as described in the PROJECT
SPECIFICATION;
3.5 Establish and operate adequate efficient and properly coordinated material control
systems for dispatch, receipt, handling, storage and distribution to ensure all EQUIPMENT
AND MATERIALS are preserved and available as necessary for the progress of the
PROJECT to ensure efficient completion of the PLANT;
3.6 Construct and provide all temporary facilities and maintain all such facilities in a safe
and effective fashion as necessary for the execution of the WORK up to INITIAL
ACCEPTANCE of the PLANT;
3.7 Establish adequate procedures and control and reporting systems to provide close
control of the quality and progress of the WORK and provide sufficient information to
OWNER to enable independent assessment of the physical progress of the WORK;
EPC -

10
3.8 Provide, control and regulate transportation in the area of the SITE and from the SITE
for personnel including field labour, administrative and supervisory staff, SITE
management staff, VENDORs', SUBCONTRACTORs' and CONTRACTOR's personnel in
a safe and orderly manner;
3.9 Provide temporary offices and all associated facilities within OWNER's premises and
other locations where the WORK is being performed for CONTRACTOR's personnel as
defined in the PROJECT SPECIFICATION for the duration of the CONTRACT;
3.10 Scope of work consists of works as defined in Exhibit 1 of Contract and any part of
work and/or service not expressly referred to in this Contract provided that it is reasonable
and inherently necessary to complete WORKS for 1
st
Phase under this CONTRACT and be
agreed by the Parties.
EPC -
11
Article 4: CONTRACT PRICE
4.1 Contract price shall be paid in United State Dollar (USD): 99,800,000.00.
(In word: Ninety-nine million eight hundred thousand United States Dollar).
4.2 Contract price shall be Lump sum price included all of the essential expense for
performance of Engineering, Procurement, Construction, Installation, Commissioning,
hand-over acceptance PLANT, the Insurance Premium paid to the China Export and Credit
Insurance Corporation by the CONTRACTOR on behalf of the OWNER in favor of the
Contractor and all obligations as specified in this Contract by CONTRACTOR (excluding
any adjustments to the CONTRACT PRICE as specified in Article 20).
4.3 The Contract Price specified in Exhibit 1 and all unit rates, lump sums and prices set
out in Exhibit 1 and in the Bills of Quantities are fixed, firm and not subject to cessation,
nor revision, nor any adjustment up to the issue of the Completion and Acceptance
Certificate for the whole of WORKS for the CONTRACT WORKS, except otherwise
provided herein.

4.4 CONTRACTOR shall bear all taxes, duties, and levies including but not limited to
withholding tax in connection with the implementation CONTRACT in conformity with
the Circular No.169/1998/TT-BTC dated 22 December 1998 issued by Ministry of Finance
of Vietnam and other relevant of Vietnamese law.
4.5 The CONTRACT PRICE shall be payable only in the currencies as stated unless
otherwise mutually agreed in writing between the parties hereto. The CONTRACT PRICE
should be fixed unless the following case occurred: if the fluctuation of Chinese Yuan
(RMB) against U.S. Dollars exceeds 5% during the construction period of the project, both
sides acknowledge it’s an important influence to the project, in principle, agreed to make
compensation to the party which suffered resulting losses in a reasonable scope. The
detailed agreement should be discussed and determined at the future available time.
4.6 Contract price as mentioned above includes WORK as defined in Exhibit 1 and in other
Exhibits (excluding amendment or CHANGE of WORKS), necessary drawings to perform
PLANT.
4.7 The CONTRACT PRICE shall include all expenses and fees in connection with
obtaining licenses, permits, and other permissions required to do business in Vietnam and
elsewhere and/or to perform the WORK.
4.8 The cost of executing the WORK shall be at the sole risk of CONTRACTOR who shall
carefully study all information obtained and taken into account all circumstances that may
affect the cost in establishing the CONTRACT PRICE.
EPC -
12
4.9 CONTRACT PRICE stated above shall be final and adequate price of payment for
performance of the WORK as defined in CONTRACT.
4.10 OWNER shall pay CONTRACTOR the CONTRACT PRICE in accordance with the
terms of payment as set forth in ARTICLE 5 and Payment Agreement.
EPC -
13
Article 5: PAYMENT
5.1 OWNER shall pay in advance fifteen per cent (15 %) of the Contract price equal to

USD 14,970,000.00(In word :Fourteen million nine hundred seventy thousand Untied
States Dollar) to CONTRACTOR upon receiving invoices of CONTRACTOR by the
OWNER as follows:

- Letter for proposal payment in advance;
- Repayment guarantees covering the amount of Advance Payment as defined in
ARTICLE 21.
5.2 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 equal to
USD84,830,000.00(In word: Eighty-four million eight hundred thirty thousand United
State Dollar) shall be made to CONTRACTOR by deferred payment in the Contract Price
in accordance with the Payment Agreement dated 3
rd
November 2005 and specified in
Schedule of Payments set forth in Payment Agreement and the following terms.
5.3 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 shall be made by
OWNER to CONTRACTOR upon received the documents as defined in the drawn down
Schedule in Payment Agreement.
5.3.1 GENERAL CONDITIONS
a) All payments by OWNER to CONTRACTOR shall be denominated in United State
Dollar to the bank account(s) designated by the CONTRACTOR.
b) OWNER shall have at any time the right to question or dispute the correctness and
accuracy of the amounts invoiced by the CONTRACTOR for a period of up to 12 months
after INITIAL ACCEPTANCE CERTIFICATE.
c) OWNER shall have the right to withhold, set-off or deduct from payments made to the
CONTRACTOR any sum the CONTRACTOR may owe to OWNER according to the
provisions of the CONTRACT.
d) The CONTRACTOR shall maintain all records and accounts pertaining to the WORK
performed by the CONTRACTOR under this CONTRACT for a period of five (5) years
after FINAL ACCEPTANCE CERTIFICATE.
e) The CONTRACTOR shall issue the official receipts of all payments under this

CONTRACT and deliver such receipts promptly after receipt of such payment and the total
EPC -
14
value of these installments to OWNER.
f) OWNER shall assess, approve and sign PARTIAL CETIFICATE for MILESTONE
performed by CONTRACTOR. These Certificates shall be used to collectively
acknowledge the indebtedness to CONTRACTOR by Owner in conformity with schedule
of payments as defined in PAYMENT AGREEMENT by OWNER.
5.3.2 INVOICES
All invoices issued by CONTRACTOR at the time when the Owner acknowledges the
indebtedness to Contractor as indicated on Annex-1 Drawn Down Schedule as specified in
Payment Agreement shall be Commercial Invoices as required by the current law of
Vietnam.
The Commercial invoices shall be based on Pro-forma Invoices collected on the basis of
the progress of Works. The Pro-forma Invoices shall clearly state the amount of the Works
completed in accordance with MILESTONE Schedule and Partial Acceptance Certificate,
as well as the cumulative amount of the works done as of the last day of that MILESTONE.
b) Any and all invoices
submitted shall be accompanied by the Acceptance Certificate Protocol documents.
b) CONTRACTOR shall submit the Pro-forma Invoice to OWNER by the twentieth (20
th
)
day of the month following achievement of the MILESTONE. In the event OWNER
disputes any invoiced amounts, OWNER shall notify the CONTRACTOR in writing
within fifteen (15) days of receipt of the invoice, stating the reason OWNER dispute the
amount invoiced. For the disputed portion if reasonable, the CONTRACTOR shall
make the appropriate corrections or changes and resubmit such invoiced amounts to
OWNER together with the succeeding Pro-forma invoice.
c) The CONTRACT PRICE will be adjusted to take account of changes in the work
agreed between the parties as defined in ARTICLE 20. Each CHANGE shall specify

the schedule of payments applicable thereto. CONTRACTOR shall issue a separate
invoice in respect of any CHANGES.
5.3.3 TERMS OF PAYMENT
a) The face value of each invoice shall be the earned payment for the installment to be
invoiced. The CONTRACTOR shall, in accordance with MILESTONES and be confirm to
paid up to ninety five per cent (95%) of the CONTRACT PRICE at the INITIAL
ACCEPTANCE CERTIFICATE issued. The OWNER confirm to paid five per cent (5%)
of the CONTRACT PRICE left to CONTRACTOR after warrantee-time finished and
FINAL ACCEPTANCE CERTIFICATE issued. CONTRACTOR confirm to hand in a
Bank- Warrantee Bond covering the amount of five percent (5%) Contract Price to
maintain PLANT, the OWNER shall release such 5% balance during the Guarantee Period
provided the CONTRACTOR furnishes to the Owner a Bank Warrantee Bond with same
EPC -
15
percentage to maintain Plant. The Performance Bond shall automatic expire the validity
upon OWNER received Warrantee Bond as specified in Article 21.
b) The bank transfer drawn to CONTRACTOR’S account quoting contract number shall
contain the following note:
"- Contract under Payment Agreement of USD 99,800,000.00(Ninety–nine million
eight hundred thousand Untied States Dollar signed on 25th November, 2005"
c) All payment of the Contract Price to be made in accordance with the Payment
Agreement
EPC -
16
Article 6 RESPONSIBILITY AND OBLIGATION
A. Responsibilities and obligation of OWNER:
6.1 Transfer the Site opportunely to CONTRACTOR to perform the WORK in accordance
with the SCHEDULE.
6.2 Send off technical supervisors regularly go down the Site to solve impediments in the
performance of the WORK.

6.3 Organize pre-acceptance completed parts of work or completed work for
CONTRACTOR can performance the construction works in constant.
6.4 Check and approval drawings and technical documents to ensure that documents are in
accordance with specification of Construction works, project procedures with are stated in
Exhibit 4 of this Contract.
6.5 Pay all and in time to CONTRACTOR for pre-accepted parts of work or all pre-
accepted works
6.6 In OWNER-authorized rights create good conditions in order to CONTRACTOR gets
Project referents related to Construction works. The OWNER shall within 30 days after the
signing date of the CONTRACT furnish all basic materials for design and relevant
hydrographical and geology materials to the CONTRACTOR as required by the Design
Institute of the contractor as per list hereunder. OWNER shall assist CONTRACTOR for
availability of water, electricity, transportation, communication provision of construction
oils at CONTRACTOR’s costs and expenses.
B.Responsibilities and obligation of CONTRACTOR:
6.7 Responsible for design of WORKS. The OWNER shall not be responsible for any
error, inaccuracy or omission on design and drawings. The technical design which is
provided by CONTRACTOR shall be approved by CERTIFYCATE AGENT and the
OWNER as per Article 6.18
6.8 Any data or information received by the CONTRACTOR, from OWNER or otherwise,
shall not relieve the CONTRACTOR from his responsibility for the design and execution
of the WORKS.
。
6.9 If errors, omission, ambiguities, inconsistencies, inadequacies or defects are found in
EPC -
17
the design and drawings, they and the WORKS shall be corrected at the CONTRACTOR’s
cost, notwithstanding any consent or approval from the OWNER.
6.10 Execute comply with all duty and responsibilities to accomplish the WORK in
accordance with the conditions herein of the Contract. The Dry Dock item of which the

construction parts of the main body of the dry dock in accordance with basic design shall
be executed by OWNER, however all executed WORKS 1
st
phase under this CONTRACT
shall be comply and in connection with Dry Dock and other items under certain supporting
and conditions through 1
st
phase, 2
nd
phase and 3
rd
phase in accordance with Exhibit 4.
6.11 Execute comply with all applicable laws, governmental regulations, ordinances, by-
laws, rulings and orders of governments and of any other public authority having
jurisdiction. Construct in accordance with approved design. OWNER shall provide
CONTRACTOR above mentioned law and regulations.
6.12 CONTRACTOR shall abide by all procedures in Exhibit 1 and Exhibit 4 of Contract.
6.13 In the performance of the WORK, CONTRACTOR shall operate a quality assurance
system that complies with the PROJECT SPECIFICATION and international standards
appropriate for PLANT engineering and construction. CONTRACTOR shall be responsible
throughout the WORK for quality control and proper quality assurance of materials and of
WORK, whether performed by CONTRACTOR, SUBCONTRACTORS and/or
VENDORS.
6.14 CONTRACTOR shall observe all safety regulations or construction regulations
specified by Vietnamese law or in the PROJECT SPECIFICATION or other regulations
generally recognized in the China shipbuilding Industry to be appropriate to the PLANT or
the WORK, and shall ensure that all other members of CONTRACTOR,
SUBCONTRACTORS and VENDORS observe such regulations. CONTRACTOR shall, if
so required, produce for OWNER's inspection any certificate or other document which is
required to obtain by Vietnamese regulations or by Vietnamese authorities and which

relates to PLANT, TEMPORARY FACILITIES or EQUIPMENT AND MATERIALS.
6.15 CONTRACTOR shall complete the basic design, working drawing design,
procurement, supply of EQUIPMENT AND MATERIALS, construction and
COMMISSIONING skillfully in accordance with generally accepted professional
engineering and construction practice incorporating quality assurance procedures with the
ultimate aim of providing a PLANT which conforms with the ARTICLE 15 of this
CONTRACT.
6.16 CONTRACTOR shall be responsible for executing and accomplishing in accordance
EPC -
18
with Article 7 and in the event that any damage loss or injury which is caused by the
CONTRACTOR shall happen to any part of the building in accordance with the
CONTRACT, the CONTRACTOR shall, repair and make good the same at his cost.
6.17 CONTRACTOR shall be responsible for checking himself all information used in the
WORK, provided by OWNER in the PROJECT SPECIFICATION and/or all the terms in
the CONTRACT, including all duties and questions relates to executing and accomplishing
the building, and including repair damages.
6.18 CONTRACTOR shall be responsible completing the working drawing design of the
building in accordance with rate of progress in Exhibit 2 of the CONTRACT. The
CONTRACTOR shall finish and then get approved by the CERTIFYING AGENT, all the
working drawing design calculations and the CONTRACTOR’S DRAWINGS provided for
by the CONTRACT before submitting the same to and for approval of the OWNER.
6.19 CONTRACTOR has responsible to cooperate with OWNER for protecting working
drawing design before evaluated and approval CERTIFYING AGENT and has responsible
to amend according to opinion of the CERTIFYING AGENT by his cost.
6.20 Notwithstanding that the ENGINEERING RECORD shall be complete in all respects,
should any work or material be required which is not denoted in such ENGINEERING
RECORD either directly or indirectly but which is nevertheless necessary for the proper
carrying out of the WORK upon agreed by the Parties through discussion, CONTRACTOR
shall perform all such work and procure all such materials as fully as if they were

particularly delineated or described in the ENGINEERING RECORD. All the WORK that
may be called for in the ENGINEERING RECORD and not shown on drawings or which is
shown on drawings and not called for in the ENGINEERING RECORD shall be executed
and performed as though described in both. CONTRACTOR shall also amend the relevant
documents or drawings and submit copies to OWNER for review and APPROVAL.
Without releasing CONTRACTOR from his obligation hereunder, if any drawings or
specifications are known by CONTRACTOR to be at variance therewith, CONTRACTOR
shall give NOTICE to OWNER thereof before performing such work.
6.21 CONTRACTOR shall forthwith notify OWNER of any error, omission or
inconsistency, which he may discover in the basic design or in the PROJECT
SPECIFICATION. CONTRACTOR shall be responsible clarify the reasons and promote a
plan to solve. All of the changes have to be approved by OWNER before performing such
work.
6.22 CONTRACTOR has to keep secret and no inform to any third parties the equipments,
machines, technical information either directly or indirectly which including but not limited
to DRAWINGS, ENGINEERING RECORD… except in the event that OWNER agreed in
writing and vice versa.
EPC -
19
6.23 CONTRACTOR has to himself supervise process of Contract performance, construct
the construction works, manufacture, fabrication materials and equipments to ensure that
which are accordance with signed Contract, check for defects and repair all defects in
process of fabrication, packed, loading and unloading and installations and pre-
commissioning activities.
6.24 In accordance with the procedures stated in addendum 4, CONTRACTOR has to
organize weekly meetings with OWNER and at least one time in per month with the leader
board of OWNER in order to regularly control schedule and handle problems arise in
process of construction.
。
6.25 In accordance with the quality assurance procedure, before performance construction

works CONTRACTOR has to submit OWNER the list of technical documents related to
process of construction for approval.
6.26 CONTRACTOR also undertakes that all Sub-CONTRACTOR observe the above
regulations.
Article 7 TIME FOR PERFORMANCE
7.1 Time for performance of the WORKS under this Contract is of twenty-four (24) months
starting from the COMMENCEMENT DATE (excluding the CHANG OF WORK or
changes of SCHEDULE as required by the OWNER in accordance with Article 20, and
delay in SCHEDULE caused by FORCE MAJEURE in accordance with Article 18).
CONTRACTOR shall prepare and submit to OWNER such detailed schedules, including
critical path networks, as are required by the PROJECT SPECIFICATION covering each
phase of the WORK as specified in Exhibit 2 of the CONTRACT. CONTRACTOR shall
maintain in an up-to-date condition all project control documents and schedules, in
accordance with the PROJECT SPECIFICATION. Progress of such schedules and the
SCHEDULE and any amendment thereto shall be reported to OWNER in accordance with
the requirements of the CONTRACT and PROJECT SPECIFICATION.
7.2 Except Force MAJEURE cases in according to the ARTICLE 18, CHANGES IN THE
WORK in accordance to the ARTICLE 20, or delay by the OWNER’S faults. During the
time of CONTRACT performance, CONTRACTOR has to performance works as schedule
stated in Exhibit 3 of this Contract.
7.3 From time to time as the WORK continues, CONTRACTOR shall examine the
EPC -
20
progress of the WORK and shall promptly give NOTICE to OWNER if any condition
exists that might prevent CONTRACTOR from obtaining satisfactory results in his
WORK. The foregoing shall not relieve CONTRACTOR of his obligations to efficiently
prosecute the WORK to the extent such condition permits.
7.4 CONTRACTOR shall not have the right to extent the performance time of the
CONTRACT or any part of work for any reason, except the cases specified in Article 7.2,
if CONTRACTOR too delay for comply with completed time as stated at Article 7.1, then

OWNER will notice to CONTRACTOR in order to CONTRACTOR apply necessary
methods, which are approved by OWNER, to speed up the work so it can catch up with
completed time. CONTRACTOR will not be paid raised costs, which related to above
methods. If the methods were executed by CONTRACTOR cause the OWNER has to
suffer any fee then this fee will be estimate by OWNER with the agreement of
CONTRACTOR and CONTRACTOR will repay these fees to OWNER.
7.5 The time for completion of the WORK and the various dates of the SCHEDULE shall
be modified only as expressly APPROVED by OWNER and then only for the actual
amount of time necessarily involved in:
(a) Execution of CHANGES IN THE WORK as may be agreed by OWNER according to
the ARTICLE 20; and
(b) Force Majeure according to the ARTICLE 18 hereof.
7.6 In the case CONTRACTOR didn’t accomplish the WORK as shown in the
SCHEDULE in accordance to the Article 7.1, CONTRACTOR shall pay to OWNER a
liquidated damage at the rate in accordance to the ARTICLE 17 in CONTRACT.
EPC -
21
Article 8 EQUIPMENT AND MATERIALS
8.1 All EQUIPMENT AND MATERIALS (including accessories, spare parts, tools,
manual books, maintenance documentation, assembly; commissioning and operation
services as normal international practice and manufacturers' standard) shall incorporated in
the PLANT, TEMPORARY FACILITIES and other materials and supplies used in
connection with the WORK shall be in accordance with the CONTRACT, the PROJECT
SPECIFICATION and the ENGINEERING RECORD and Relevant Authorities
requirement as specified in Exhibit 4 & Exhibit 8.
8.2 All EQUIPMENT AND MATERIALS shall be imported into Vietnam in the name of
OWNER.
8.2.1 All imported items whatsoever, such as construction equipment and TEMPORARY
FACILITIES which is owned or hired by CONTRACTOR and required for the erection of
the PLANT shall be imported in the name of CONTRACTOR and all costs of import duty

and tax and/or bonds issued in respect of the importation thereof shall be to the
CONTRACTOR's account, the CONTRACTOR has right to temporarily import all
necessary machinery and equipment for the WORK and re-exports after completion of the
PLANT in accordance with the law of Vietnam.
8.2.2 CONTRACTOR, SUBCONTRACTORS and VENDORS shall
observe and comply with all laws and regulations which may be applicable in connection
with the import, export, use , storage and possession of EQUIPMENT AND MATERIALS.
And agree to indemnify and hold the OWNER harmless from any damages, penalty, taxes,
duties, interest, charges, bonds, costs and losses whatsoever which may be incurred by
OWNER as a result of any act or omission to act by the CONTRACTOR, his
SUBCONTRACTORS, VENDORS, or representatives of such persons, including any
errors or omissions in documentation.
8.2.3 The CONTRACTOR shall advise OWNER in advance of the arrival, unloading and
release of carriers' equipment.
8.2.4 The CONTRACTOR shall present the following shipping documents to the OWNER:
-Full set of original Clean Shipped on board Bill of Loading, marked “Freight Prepaid” and
“Notify VINASHIN”
-Signed Commercial Invoice in triplicate (03 originals)
-Detail packing list in triplicate (03 originals)
-Certificate of origin issued by the China Chamber of Commerce (03 originals)
-Insurance certificate covering 110% of shipment value, marked “Claim payable at Bao
EPC -
22
Viet, Hanoi” in triplicate
-Certificate of quality issued by Manufacturer and certified by Relevant Authorities (if so
required) in triplicate.
-A copy of fax of Notice of Readiness for Delivery sent to VINASHIN
-A copy DHL’s receipt showing that the CONTRACTOR has sent to the OWNER a copy
of above documents.
8.3 During the progress of the WORK, CONTRACTOR shall arrange for reasonable

facilities for inspection of the WORK by the OWNER or their authorized inspectors, at
locations where the WORK is in progress, including but not limited to fabrication shops
and VENDOR'S premises at which the manufacture of EQUIPMENT AND
MATERIALS is in progress.
8.4 If having any request from OWNER or authorized agents, during the time of purchase
materials and fabrication of equipments, then CONTRACTOR must performance all tests,
inspections for materials and equipments before delivery or before or after installation,
completion. OWNER or representative of OWNER have right to attend all tests, inspection
times. In case of having any suspicious to materials and equipments, which may be effect
to safety of Works, then OWNER will request CONTRACTOR retest and re-inspect for
those materials and equipments. Provided the result of the retest and re-inspect testify the
CONTRACTOR’S MATERIAL AND EQUIPMENT are not in compliance with the
requirements of the CONTRACT, then the CONTRACTOR shall bear all such costs above
mentioned; or else, the OWNER should bear all the costs arising therefrom, with regards to
the damages to CONTRACTOR or delay in SCHEDULE arise in connection herewith, the
OWNER should bear the liability for relevant compensation.
8.5 CONTRACTOR shall provide to OWNER duly certified copies of all test results of
EQUIPMENT AND MATERIALS before DELIVERY TO SITE. OWNER shall have the
right to reject EQUIPMENT AND MATERIALS furnished or WORK performed not in
accordance with the CONTRACT or PROJECT SPECIFICATION. CONTRACTOR shall
bear the cost of such re-tests as well as and shall at his own cost and expense immediately
remedy the defect as revealed by replacing the defective item or undertaking repairs
according to procedures APPROVED by OWNER
8.6 CONTRACTOR shall bear the cost of shipment for all EQUIPMENTS AND
MATERIALS to the SITE. All imported EQUIPMENT AND MATERIALS shall be
suitably packed for combine sea-land transportation.
8.7 Within the SITE, CONTRACTOR shall unload, transport and store or handle as
otherwise provided by the CONTRACT all EQUIPMENT AND MATERIALS, and shall
be responsible for safeguarding all EQUIPMENT AND MATERIALS until the date of
EPC -

23
INITIAL ACCEPTANCE CERTIFICATE in accordance to the Exhibit 4 and Exhibit 8.
8.8 Main EQUIPMENT AND MATERIALS shall be purchased only from sources on the
VENDOR LIST of at least 3 tentative VENDORS with its quotation which be approved by
the OWNER in accordance with the procedures in the Exhibit 4, Exhibit 8 and Exhibit 14.
The CONTRACTOR has the right to select of one Suppler from the above VENDOR
LIST.
8.9 Any main item of EQUIPMENT AND MATERIALS that is not listed in the
VENDOR LIST, CONTRACTOR shall submit OWNER the list of at least 3 tentative
VENDORS with its quotation for OWNER’S review and APPROVAL before carrying out
any related activities thereto.
8.10 Any main items of construction equipment, plant and tools have to have quality
certificates from authorities and OWNER shall review to check before being used for the
WORK in accordance to the Exhibit 4 and Exhibit 8.
8.11 The CONTRACTOR shall provide the OWNER with training and technical
assistance for the OWNER’S personnel during commissioning works of the PLANT
within the SITE.
EPC -
24
Article 9 SITE
9.1 OWNER shall in accordance with the SCHEDULE give the CONTRACTOR access to
and possession of that part of the SITE in order the CONTRACTOR could carry out
construct the building, in accordance with the SCHEDULE.
9.2 CONTRACTOR has no rights to exclusive use any part of site. Other SUB-
CONTRACTOR and authorized agents may be allow to work on site at the same time
when having the permission of OWNER, however the work perform by the other
contractor and/or authorized agents shall not effect the normal performance of the
CONTRACTOR
9.3 During the construction period, CONTRACTOR shall keep the SITE and nearby
premises and areas free from accumulation of waste materials and rubbish and upon

completion of the WORK shall leave the SITE in a clean and orderly condition.
9.4 Before signing in initial acceptance protocol, CONTRACTOR must clear and dismantle
from the site all CONTRACTOR’S means, unused materials, rubbish, temporary buildings
to ensure site is clear, in good conditions, and comply with application environment
regulations.
9.5 CONTRACTOR shall bear the costs and expenses with regards to the provision of
supplies of water, electricity and all other utilities and services required for construction
work of the PLANT within the SITE, and has right use roads to access the SITE,
CONTRACTOR also bear all cost to have means and appliances out of the SITE for
construction work. The OWNER shall create good conditions in order to help
CONTRACTOR in dealing, arranging above matters.
9.6 During the construction period, accomplish WORK and repair fails, CONTRACTOR
shall have to:
a) Ensure the safety for all persons in the SITE, including the SITE (just measure
responsibility rests with CONTRATOR) and the WORK is in order and sensible to prevent
risks for everyone, and
b) Supply and maintain, by his cost, all lights, direction indicator lights, and supervision,
protection, fence within SITE when and where necessary or authorized agents require, to
protect WORK or public safety or other person, and
c) Apply all proper methods to protect environment in and out the WORK in order to
prevent to losses and inconvenient towards person or public property, bring out pollution,
noises or other causes.
9.7 CONTRACTOR shall be responsible completely for exactness, stability and safety of
all works at the SITE and constructional method as stated in Contract.
EPC -
25