Party B: UNICONTINENTAL INTERNATIONAL ENGINEERING COMPANY LIMITED (United Continental International Engineering Co., Ltd.)
Project Name: Makurdi to Enugu Road Reconstruction and Expansion Project, Section 5 Temporary Works Project location: Nigeria - Enugu Signing date: Year Month Day Signing location: Enugu State, Nigeria
Part One Agreement
Party A: CHINA HARBOUR ENGINEERING COMPANY Construction of Lafia Bypass Road and Dualisation of 9th Mile (Enugu) - Otukpo - Makurdi Road Project Management (Phase II)
Party B: UNICONTINANTAL INTERNATIONAL ENGINEERING COMPANY LIMITED
In order to ensure the smooth progress of the temporary construction project for the fifth section of the Makurdi to Enugu highway expansion project, accelerate the construction schedule, and ensure project quality, based on the principle of voluntary mutual benefit, and in accordance with the Contract Law of the People's Republic of China and other relevant laws and regulations, this contract is signed through negotiation between both parties for mutual compliance.
Article 1: Overview
1. Project Name: Makurdi to Enugu Highway Reconstruction and Expansion Project, Section 5 Temporary Construction Works.
2. Project scope: All temporary construction projects related to the project department's camp, including: (1) Road hardening within the camp (15 cm thick C20 concrete); (2) Masonry hollow brick and plastering works (enclosure wall (height 2.5 meters, thickness not less than 25 cm, one column every 3 meters, column size 45cm**45cm45 \mathrm{~cm} * 45 \mathrm{~cm} , barbed wire installed on the top of the wall), drainage ditch (drainage ditch base layer 5 cm thick C15 concrete; main drainage ditch size 50cm**60cm50 \mathrm{~cm} * 60 \mathrm{~cm} , brick structure, surface finished with M7 mortar, secondary drainage ditch size 25cm**30cm25 \mathrm{~cm} * 30 \mathrm{~cm} , brick structure, surface finished with M7 mortar); (3) Camp office, dormitory (including water and electricity, bathroom sink, toilet (including water tank), flower and wine set, water heater, bathroom floor tiles, bathroom waterproofing, all internal and external walls waterproof, bathroom wall tiles, doors and windows); (4) Main access road using 15 cm thick C20 concrete pavement; (5) Peripheral water and electricity generator to the house and external drainage and sewage.
3. Project location: Enugu State, Nigeria
Article 2: Contract Price
1. Contract amount: This contract is a fixed unit price contract, and the contract amount calculated based on the quantity of the bill of quantities is 3,629,760 (in words: three million six hundred twenty-nine thousand seven hundred sixty yuan). The final contract amount shall be based on the fixed unit price multiplied by the actual completed quantity that has been accepted and approved by Party A, and the quantity accepted by Party A shall not exceed the quantity designed in the drawings. The quantity of the bill of quantities and the fixed unit price are detailed in Attachment 3 "Bill of Quantities."
Article 3: Construction Period
1. Construction period: Start date: January 1, 2024 Completion date: March 31, 2024; The construction period is a total of 3 calendar months. 2. Defect liability period: 12 calendar months.
3. Warranty period: 60 calendar months. 4. Node construction period: As agreed in the special terms.
Article 4: Quality Standards
The project constructed by Party B must meet the industry excellent engineering quality standards for acceptance and obtain Party A's approval, with the acceptance rate of major sub-projects reaching 100%100 \% , while also complying with the relevant national standards, quality assessment, and project acceptance standards agreed upon by Party A.
Article 5: Documents Constituting the Contract
This cooperation agreement document consists of the following documents:
1. A supplementary agreement separately agreed upon and formally signed by both parties after the signing of this agreement; 2. This agreement and its attachments; 3. Special contract terms and attachments; 4. General Contract Terms and Attachments;
5. The drawings and the "Technical Specifications" section of the contract signed between Party A and the general contractor;
6. Relevant documents, instructions, drawings, notices, meeting minutes, etc. issued or forwarded by Party A; 7. The bid and its attachments submitted by Party B; 8. Other documents related to this cooperation agreement.
In case of any inconsistencies in the constituent documents of the contract, the order of the aforementioned documents shall prevail.
Article 6: Contract Terminology
The terms and phrases in this cooperation agreement, unless otherwise specified, have the same meanings as those defined in the general contract terms.
Article 7: Commitment
1. Party B promises Party A to complete the construction project in accordance with the provisions of this contract, ensuring the project duration, quality, occupational health, safety, and environmental protection, not to subcontract or illegally sublet, and to bear warranty responsibilities during the defect liability period.
2. Party A promises Party B to pay the settlement price that has been accepted and signed by both Party A and Party B in accordance with the terms and methods specified in this contract.
Article 8: Effectiveness of the Contract
This agreement shall take effect after being signed by both parties and affixed with the official seal.
Article 9: Number of copies of the contract
This contract is made in four copies, with Party A holding two copies and Party B holding two copies, all having the same legal effect.
Article 10: Others
For any matters not covered, both parties shall sign a supplementary agreement.
Party A: (Seal)
Legal representative or authorized agent: Telephone:
Email:
Approval (stamped)
Legal representative or authorized agent: Telephone: Email:
Party B: (Seal)
Legal representative or authorized agent: Telephone:
Email:
Part Two General Contract Terms
Article 1: Definition and Explanation of Terms
1 The following terms and phrases in this agreement or contract have the meanings specified in this article:
1.1 This contract and this agreement refer to the construction cooperation agreement for the temporary construction project of the fifth section of the Makurdi to Enugu highway reconstruction and expansion project signed by both parties A and B.
1.2 In this agreement, Party A includes CHINA HARBOUR ENGINEERING COMPANY Construction of Lafia Bypass Road and Dualisation of 9th Mile (Enugu) - Otukpo - Makurdi Road Project Management (Phase II) and the project management department established on site.
In this agreement, Party B refers to UNICONTINANTAL INTERNATIONAL ENGINEERING COMPANY LIMITED.
1.4 In this agreement, "contract amount" refers to the total price of this contract signed by Party B with Party A for the completion of this project, which is the total amount to be paid to Party B for completing all the project contents in Appendix 3 "Bill of Quantities" as required by the contract.
1.5 In this agreement, "this project" refers to the project scope specified in Article 1 of the agreement, including the permanent works within the contracted scope agreed upon in this agreement, temporary works serving the permanent works, as well as repair works for addressing defects during the defect liability period and warranty period, and restoration works to return the site to its original condition.
1.6 In this agreement, "unit price" refers to the fixed unit prices of each item listed in Appendix Three "Bill of Quantities and Explanations." 1.7 Technical standards: equivalent to technical specifications, standards, and procedures.
1.8 Design documents: Refers to all drawings and technical materials provided by Party A for construction.
1.9 The validity period of the contract refers to the entire period from the effective date of this contract until the expiration of the warranty period for the project, during which both parties settle the project payment and meet the conditions for contract termination.
The defect liability period refers to the warranty period for defects stipulated in this contract, calculated from the actual acceptance date of the project upon completion (delivery). The end date of the defect liability period is the same as the end date of the contract's defect liability period.
1.11 Completion Acceptance: Refers to Party B completing the work as agreed in this contract and handing over the project for acceptance to Party A.
1.19 days: Refers to calendar days. In this contract, year, month, and day are all calculated according to the Gregorian calendar.
1.20 Written form: refers to various notifications, letters, minutes, and commissions, expressed in handwritten, printed, or published forms, including but not limited to telegrams, faxes, and emails.
In this agreement, "Country" refers to the People's Republic of China; "Country where the project is located" refers to the country to which this project belongs.
The language of this agreement is Chinese. During the performance of the contract, Party B shall provide necessary translators and technical personnel with relevant language skills to meet the work requirements. All materials, reports, plans, records, explanations, signs, and labels submitted by Party B as required by Party A during the performance of the agreement shall comply with the provisions of this agreement and the requirements of Party A. 2. 2 Applicable laws and administrative regulations
Unless otherwise stipulated in the special contract terms, the laws and regulations applicable to this agreement are those of the People's Republic of China and the laws and regulations of the country where the project is located.
2.3 Engineering Quality Standards
Both parties agree on the engineering quality standards applicable to this agreement in the contract
Article 3: Instructions and Decisions
3.1 Party A's instructions and decisions
For the work related to this agreement, Party A may issue instructions and decisions to Party B at any time, and Party B shall immediately execute all instructions and decisions issued by Party A; if Party B refuses to execute, Party A has the right to complete the instructions and decisions by itself or by entrusting a third party, and the costs incurred will be deducted from any payments due to Party B.
Article 4: Project Leader of Party B
4.1 The project leader of Party B shall obtain authorization from Party B's company, and the original authorization letter of the project leader shall be submitted to Party A's contract department, with the name and contact information of the project leader specified in the special contract terms.
4.2 The project leader of Party B has the right to issue requests and notifications to Party A in written form.
4.3 The project leader, technical leader, and main management personnel of Party B shall not be changed arbitrarily. In special circumstances where a change is necessary, Party B shall submit a written request to Party A for approval at least 7 days in advance.
4. If Party A has sufficient reason to believe that Party B's project leader is unable to perform their duties, Party A has the right to request Party B to replace the project leader. Party B shall replace the project leader within 7 days of Party A's instruction, and the newly appointed project leader must obtain Party A's consent. Party B may only replace the project leader once.
4.5 The project leader of Party B must report to Party A for approval in advance if leaving the country where the project is located or the area where the project is being carried out.
Article 5: Party A's Rights and Obligations
After the signing of this agreement, Party A has the following rights and obligations:
5.1 Provide construction drawings and relevant design documents, and conduct technical disclosure to Party B before construction. 5.2 Assist Party B in completing the measurement work during the construction process.
5.3 Provide sufficient armed security personnel for Party B's construction site, during commuting, and during procurement outings.
5.4 Party A is responsible for providing the construction site for Party B, supervising the construction process, and accepting the construction quality.
5.5 Responsible for handling the land acquisition and demolition that may be involved, as well as ensuring that the site for the project under this agreement meets the construction conditions to satisfy labor operation needs. 5.6 Responsible for inspecting the quality of each process. 5.7 Settle labor service fees according to the contract agreement. 5.8 Responsible for providing accommodation and meals for Party B's Chinese employees.
5.9 Responsible for liaising with local government, communities, and relevant departments to coordinate on-site work relationships.
5. The other rights and obligations of Party A shall be agreed upon by both parties in the general contract terms and the specific contract terms.
Article 6: Party B's Rights and Obligations
After the signing of this agreement, Party B has the following rights and obligations:
Before signing the labor subcontract, Party B has fully understood the risks and unexpected events that may be encountered in the implementation of the project and has taken into account various possible adverse situations in the comprehensive labor unit price. Party B is responsible for the recruitment of all management personnel and labor required to complete the work tasks, as well as the settlement of wages, accommodation fees, visa fees, meal expenses, transportation costs, and all related insurance and tax fees, as well as the purchase of some materials and necessary construction tools (such as hammers, trowels, plumb bobs, drywall, measuring tapes, generators, and all other materials and tools required for construction that are not mentioned).
6. The subcontractor is responsible to Party A for the quality of the project within the scope of this contract, and shall organize the construction meticulously in strict accordance with the design drawings and Party A's technical disclosures, ensuring that the quality of the labor work meets the standards stipulated in the contract.
6. Provide labor personnel that meet the work requirements for Party A from start to finish, and arrive at the construction site within 7 days after the signing of this contract to implement the construction work of this contract, ensuring that the construction period meets the contract requirements.
6.4 During working hours and holidays, local laws, regulations, and customs should be followed. Wages should be paid in accordance with local regulations regarding worker compensation.
6.5 Consciously accept the various management systems of Party A and relevant departments, strengthen safety education, earnestly implement safety technical specifications, implement safety measures, and ensure construction safety. All violations of work discipline and construction site management regulations, illegal and disciplinary actions, as well as injuries, illnesses, disabilities, and fatalities caused by non-performance reasons, shall be the responsibility of Party B and its employees.
6.6 Strengthen on-site management, strictly implement management regulations for environmental protection, fire safety, and sanitation at the construction site, and promptly transport construction waste to the location designated by Party A to ensure civilized construction.
6. 7 Bear the losses caused by quality defects, rework, delays in work deadlines, safety accidents, and poor site management due to one's own responsibilities.
6.8 From the start of the entry until the entire project is handed over to Party A, Party B is responsible for the management of materials, equipment, water and electricity pipelines, and the protection of completed works within the scope of the contract. If there is any damage, it should be repaired at Party B's own expense.
6.9 Without the written consent of Party A, Party B shall not disclose the drawings, documents, and other confidential information provided by Party A to any third party.
6. The authorized agent shall communicate and manage all engineering matters with Party A during the implementation of the contract and execute all work under this contract. The power of attorney must be notarized, and the original must be kept by Party A's contract department. All documents and other written materials exchanged with Party A must be signed by the authorized agent; signatures without the authorized agent's signature shall be deemed invalid and will not be recognized by Party A. In principle, the authorized agent of Party B shall not take leave; if leave is necessary, a written leave application must be submitted to Party A for review. During this leave period, for all documents and matters handled between Party B and Party A, Party B must appoint another agent and submit a power of attorney to Party A.
6. The special operation personnel of Party B in this project shall obtain special operation certificates in accordance with relevant regulations and report to Party A's safety department for filing. The filed personnel must be consistent with the on-site special operation personnel. Party B shall provide pre-job training for labor personnel as well as education on occupational health and safety production, and the costs incurred shall be borne by Party B.
6. 12 Employ in accordance with the law and establish employment relationships that comply with legal and regulatory requirements with the personnel they hire; local employees and third-country employees must be recruited from local labor service companies and sign labor contracts, and in accordance with the contract and the labor regulations of the country where the project is located, properly manage the employment, dismissal, salary payment, individual tax payment, insurance purchase, regular health checks, occupational health management, safety management, labor protection, education and training, and other management tasks for local employees. All personnel of Party B must enter and exit, and personnel adjustments must be made according to the requirements of Party A, and register with Party A's project finance and safety departments, with labor contracts, pre-job training records, and other education and training records submitted to Party A's finance and safety departments for review and filing.
If Party B illegally employs workers, causing economic losses to Party A or requiring Party A to bear legal responsibilities, Party B shall bear the compensation liability.
6.13 Ensure that the employees of Party B shall not participate in local political and religious activities; otherwise, all consequences arising therefrom shall be borne by Party B, and Party A will impose penalties on Party B according to the severity of the situation.
6.14 Arrange personal accident insurance for all construction personnel. The accident insurance will be purchased uniformly by Party A, and the insured amount will be determined according to the contract signed between Party A and the insurance company, with the insurance costs borne by Party B. The social security, taxes, and insurance for machinery purchased by Party B for Party B's management personnel and hired personnel will be insured and paid for by Party B.
6. Strengthen the management of on-site construction personnel and machinery, and do not damage surrounding houses, existing local roads, structures, village roads, etc. Do not privately occupy or destroy surrounding land that has not been requisitioned. If damage (or destruction) is caused to surrounding houses, existing local roads, structures, village roads, etc. due to the reasons of Party B, the related costs shall be borne by Party B.
6.16 Party B's personnel providing services under this contract are Party B's labor personnel, and Party B is the employer. A. Party B's own personnel (internal personnel of Party B's company or team). B. Temporary workers with a contractual relationship with Party B.
C. Party B shall contact or introduce personnel under its specific management. D. Other personnel with a factual labor relationship with Party B.
6. Party B shall strictly implement the relevant labor policies of its country and the location of the project, and pay workers' wages on time.
Article 7: Construction Period
7. 1 Open E
Party B shall organize the commencement of work according to the time stipulated in this agreement. 7.2 Suspension of construction and resumption of work
Party A believes it is necessary to suspend construction, it should issue a written instruction to Party B to suspend construction and form a written handling opinion within 48 hours after making the request. Party B must immediately stop construction as per the instruction and properly protect the completed works.
Party A believes that work can be resumed, and shall issue a written resumption order to Party B. Party B shall resume work within the time specified in the resumption order.
7.3 Project Completion
Party B shall complete the work by the completion date specified in the agreement or the extended period agreed upon by Party A. If Party B is unable to complete the work by the completion date specified in the agreement or the extended period agreed upon by Party A due to Party B's reasons, Party B shall bear the liability for breach of contract. If the special terms specify milestone deadlines, Party B shall also complete the work on time as agreed.
The early completion procedure shall be performed in accordance with the relevant provisions of the contract.
Article 8: Project Progress
8.1 Party B must accept the schedule arrangements proposed by Party A during the construction process, complete the annual output value targets, comply with unified scheduling, and adhere to the provisions of Party A's overall control plan and phased objectives.
8.2 During the construction process, if Party B cannot complete the production tasks on time according to Party A's overall schedule requirements, in accordance with the provisions of the "Party A's Project Construction Progress Management Measures" and other relevant regulations, if the project construction progress reaches the warning conditions, Party A has the right to require Party B to promptly increase construction personnel, materials, machinery, and equipment according to the warning plan formulated by Party A. The additional personnel, materials, and equipment must enter the site as required by Party A; at the same time, Party A has the right to adjust Party B's scope of work and reduce Party B's project volume as needed for the construction, up to and including terminating this contract, ordering a deadline for withdrawal, and confiscating the performance bond (guarantee letter); all losses incurred as a result (including the entry and exit fees for seeking another construction team, project delays, suspensions, and expedited costs, etc.) shall be fully borne by Party B.
8.3 Party B shall take all necessary measures to ensure the realization of the construction period. If the construction period is delayed due to Party B's reasons, the penalty for delay will start to be calculated, with a penalty of 1%1 \% for each day of delay, not exceeding a maximum of 10%10 \% .
9.1 Party B shall comply with the laws and regulations of the People's Republic of China and the country where the project is located, as well as the relevant rules and regulations of Party A.
Subject to the relevant requirements of the government of the host country and Party A regarding occupational health, safety production, civilized construction, and environmental protection.
9.2 Party B shall establish an internal safety management organization, set up full-time safety personnel as required, improve safety rules and regulations, perfect safety operating procedures, and purchase safe and reliable safety protection facilities to protect the construction environment.
9.3 Party B must be responsible for the safety of its on-site personnel, equipment, and property, and must obtain insurance for its personnel, equipment, and property before entering the site, with the insurance costs included in the unit price. Any personal injury, death, property loss, damage, and accidents caused during the entry of personnel, equipment, and materials, and the construction process due to reasons not attributable to Party A, shall be borne by Party B in terms of costs and responsibilities. In the event of a personal accident insurance claim, Party B shall handle the compensation.
9.4 Party B must ensure that the site is clean and free of materials after the completion of the project. During the construction period, materials and machinery must be arranged neatly on the construction site, ensuring that access routes are unobstructed at all times and dust control measures are in place; before the handover of the project, Party B shall clean up the buildings, temporary facilities, and construction site within its construction and usage scope, restore the original appearance, and ensure the site is clean.
9.5 Party B shall be fully responsible for and bear the responsibilities for publicity, safety, civilization, energy conservation, and environmental protection construction work within the scope of its contract, and the related costs are included in the contract price.
9.6 When Party B implements this project, all external publicity must be carried out in the name of the general contractor. No publicity, warning, or other signs other than those of the general contractor may appear in the construction site, residence, or other areas.
9.7 Party B shall be responsible for the occupational health of all its personnel, bearing the costs of pre-departure physical examinations, regular physical examinations, vaccinations, first aid, medical care, and medication for all its personnel.
9.8 Party B should remind its employees to pay attention to local epidemics and take preventive measures. Party B should remind its employees to comply with local laws and regulations on the protection of plants and animals, and to protect local endangered plants and wildlife.
9.10 Party B shall 做好 environmental management, prevent noise, dust, waste gas, wastewater, garbage, solid waste, toxic and harmful substances, and chemical pollution according to relevant requirements, and bear all environmental protection costs within the scope of subcontracting.
9.11 The Party B shall formulate safety and civilized construction measures before the commencement of work, conduct safety education and training for labor personnel, and establish safety awareness; during construction, strict compliance with safety operating procedures must be observed, illegal operations must be eliminated, and safety hazards must be removed; necessary safety protection measures shall be taken to ensure construction safety.
9.12 If Party B causes safety or quality accidents during construction operations due to violations, they should promptly report to Party A's on-site responsible person and handle it according to relevant national laws and regulations, and must not conceal or handle it on their own; all responsibilities and economic losses resulting from personal injury and property damage, as well as personal and property damage to third parties, shall be borne entirely by Party B.
Article 10: Supply of Materials and Equipment
10.1 If the timber, finished products, semi-finished products, equipment, tools, etc. supplied by Party A, Party B shall submit a written application plan to Party A 7 days in advance, and Party A shall supply Party B according to Party B's plan and project progress.
10.2 If the materials (including turnover materials) supplied by Party A incur transportation and miscellaneous expenses from the material pickup point to the project site,
The loading and unloading fees and the on-site transportation fees shall be borne by Party A. 10.3 Material and equipment entry
Within 15 days of entering the site, Party B shall submit a procurement plan for mechanical equipment and materials as required by Party A. The entry plan shall include information such as the type, quantity, specifications, model, source, manufacturing date, and condition of the equipment, and may only be organized for entry after approval by Party A. After the mechanical equipment and materials are transported to the site, Party B shall promptly inspect, sign for, unload, and properly store them, and shall be responsible for the testing, inspection, and use of the materials, as well as bearing the related costs.
If the machinery and materials that Party B plans to bring on site do not meet the project requirements, Party B must supplement them as required by Party A and bear all related costs; if Party B fails to comply with the requirements, Party A has the right to seek alternative material supply and machinery rental for Party B, with quantity, rental period, and unit price determined based on actual occurrences, and the costs will be deducted immediately from any payments due to Party B.
If Party B fails to bring in materials and equipment according to the plan approved by Party A, in order to meet the project's visual progress, and if urging is ineffective, Party A may lease or order equipment and purchase materials for Party B according to the equipment and material entry plans submitted by Party B, with the costs to be borne by Party B.
All materials purchased by Party B must meet the standards, specifications, design requirements, and Party A's requirements in terms of quality, and the procurement process must comply with Party A's requirements.
The patents related to the materials and equipment within the scope of the subcontracting by Party B shall be borne by Party B, including the patent usage fees and related costs.
Article 11: Quality Inspection and Acceptance
11.1 Party B shall carry out the inspection of the subcontracted project in accordance with Party A's relevant requirements. Any delays in inspection, non-compliance with testing, quality defects, etc., caused by Party B shall be fully borne by Party B.
11.1 Party B shall be responsible for resolving various issues arising from the nature of the project contracted by Party B, its location, and local environmental conditions, and shall not allow the existence of these issues to compromise the quality of the project or delay the construction period.
These questions include but are not limited to:
a. Transportation, transfer, storage, safekeeping, waste material and wastewater treatment, loading and storage;
b. Recruit labor personnel to address issues related to electricity, water sources, and construction road conditions;
c. The impact of climate conditions, tides, riverbeds, seabeds, tidal differences, and seasonal changes;
d. The natural conditions of the construction site and the overall natural conditions of the project area;
e, changes in the project site, the country where the project is located, or the international labor and material market, and other conditions; f. Construction site terrain, surface, and underground conditions.
Party B is responsible for fully assessing and resolving any difficulties encountered in the process of fulfilling the responsibilities and obligations of this agreement, as well as the time, costs, risks, etc. required to complete it, and shall bear the related expenses
11.2 The quality of the project undertaken by Party B must meet the quality standards stipulated in Article 4 of the agreement. Party B shall bear the costs of dismantling and redoing any non-compliant work, and the construction period shall not be extended.
11.3 The party shall achieve a qualified rate of sub-projects of 100%100 \% ; major quality responsibility accidents (cases) 0_\underline{0} times.
11.4 Concealed works must be accepted and approved by the Party A's engineer before proceeding to the next construction process.
11.5 Party B shall allow and cooperate with Party A, the government of the country where the project is located, and other parties authorized by Party A to enter the construction site to inspect the project quality. Party B shall bear the obligations and costs of site organization, welcoming inspections, and reception.
11.6 During the construction process or upon completion and acceptance, Party A has the right to entrust a third party to conduct quality inspections on the scope of work performed by Party B. If the inspection fails, Party B must rework the corresponding areas, and the costs for inspection, rectification, maintenance, and rework shall be borne by Party B. If the occurrence of inspection costs is due to Party B's failure to follow the reporting procedures, even if the inspection results are qualified, Party B shall still bear the inspection costs. If Party B has followed the reporting procedures and the inspection results are qualified, when Party A requests a re-inspection and the results are still qualified, the costs of the re-inspection shall be borne by Party A. If Party B independently entrusts a third party for re-inspection, the inspection costs shall be borne by Party B.
11.7 Party B shall strictly carry out the construction and quality acceptance of the project in accordance with the construction drawings and the engineering construction, acceptance specifications, as well as the engineering quality inspection and evaluation standards and technical requirements that meet Party A's requirements.
Article 12: Completion Acceptance and Quality Warranty
If the project meets the conditions for completion acceptance, Party B shall submit an acceptance application to Party A.
12.1 Party A shall conduct the acceptance inspection within a reasonable time from the date of receipt of the completion acceptance application report provided by Party B, and Party B shall cooperate with Party A in the acceptance inspection.
12.2 If Party B's contracted project fails to pass the completion acceptance, Party B shall be responsible for timely repairing the corresponding defects and bearing all costs incurred as a result.
If Party B still fails to repair any defects and damages within the time specified in the special terms of the contract, Party A may set a date and require Party B to complete the repairs before that date, and shall promptly notify Party B of that date. If Party B still has not repaired the defects or damages by the notified date, Party A may choose any of the following methods to complete the repairs, and all costs arising therefrom shall be borne by Party B:
a. The Party A shall reasonably carry out defect repairs by itself or entrust a third party until it meets Party A's requirements, with the costs borne by Party B. Party A has the right to deduct this cost from any payment due to Party B; or b. The reasonable reduction amount for the agreed or determined contract price; or 12.3 Quality Warranty
After the completion and delivery of the entire project, during the defect liability period specified in the agreement, Party B shall carry out warranty repairs for defects in the project contracted by Party B according to Party A's instructions or the relevant provisions of the contract. The specific warranty responsibilities shall be implemented in accordance with the quality warranty document signed by Party B and Party A before the completion acceptance of the project.
During the defect liability period, for any accidents, failures, defects, and other events within the scope of this project, if Party B is unable or unwilling to repair immediately, Party A may repair it themselves or arrange for a third party to do so, and all costs incurred shall be borne by Party B.
Article 13: Project Changes
13.1 The contract can be changed with the mutual agreement of both parties A and B.
In the process of performing the contract, if there are increases or decreases in the contract work content, or if additional work is added, it shall be determined through negotiation between Party A and Party B.
13.3 Party B shall not refuse Party A's request for changes to this project and must unconditionally cooperate with the on-site construction.
13.4 Any changes proposed by Party B for the convenience of construction or to avoid its own interference or other reasons must be approved by Party A before they can be implemented. Without approval, Party B shall not implement the changes; otherwise, all costs and losses arising therefrom shall be borne entirely by Party B.
Article 14: Contract Price, Settlement and Payment
14.1 Contract Price and Adjustments
The price of this contract is specified by both parties in the agreement.
This agreement is a fixed unit price contract. During the validity period of the contract, the unit price will not be adjusted. The unit price of this contract includes the labor, materials, machinery, measures costs, temporary works costs, testing and inspection costs, land acquisition costs, resource costs, handling fees, certification fees, environmental assessment fees, labor protection fees, insurance, unavoidable taxes and surcharges, road, structure and traffic maintenance costs, traffic diversion costs, engineering documentation fees and translation fees, management fees, safety and environmental protection fees, occupational health management fees, personnel and machinery entry and exit fees, mobilization fees, profits, site cleaning after the completion of the contract construction content, restoration to original condition, repair of defects in this project, and all other costs specified in this contract and the contract provisions.
Party B, as an experienced contractor, has taken into account the increased costs arising from the following risk factors in the unit price of this contract at the time of signing, including but not limited to:
Factors that may affect project costs during the construction period include changes in policies, construction environment, finance, and the market
b. Risks that may arise due to changes in natural conditions such as weather, terrain, and geology;
c. The impact on construction caused by the intersection of construction in each section and the intersection of each process;
d. The impact of changes in exchange rates, price fluctuations, and other factors during the implementation period of this contract on the unit price of this contract; 14.2 Confirmation and Settlement of Engineering Quantity
14.2.1 Mid-term measurement and settlement:
Party A shall conduct on-site verification and valuation of the work based on Party B's project progress before the 21st of each month. The completed project quantity list and the labor project verification and valuation list shall take effect after being jointly signed by Party A's project department on-site management personnel, project manager, and Party B's authorized representative.
14.2.2 Final Settlement
After Party B has completed all the engineering projects as stipulated in this contract, the final settlement will be processed:
Within 30 days of project completion, the contractor shall submit the final settlement documents to Party A, including but not limited to: signed completion settlement statement, completed exit procedures, signed exit agreement, and proof of no debts or disputes, etc.;
b. If Party B fails to complete the final settlement by the deadline specified in Clause 14.2.2. a, and does not complete the final settlement within 15 days after being notified by Party A via email (with the final settlement materials issued by Party A attached), it shall be deemed that Party B agrees to the final settlement materials and the final settlement price provided by Party A;
c. The Party A will not measure the engineering quantity that exceeds the scope of the design drawings and the rework caused by Party B's reasons. 14.3 Payment of the price 14.3.1 Payment of funds after completion settlement:
Party A shall pay the interim project progress payment according to the officially effective pricing table at the amount of 100%100 \% , and the final payment shall be made to Party B in one lump sum within 30 working days after Party A completes all the works and passes the acceptance inspection. 14.4 Payment currency
Party B's quotation is in RMB, Party A will settle in RMB and make payment in USD, with the exchange rate based on the official rate on the day of payment.
Article 15: Insurance and Taxes
15.1 Insurance
15.1.1 The specific insurance coverage and related responsibilities for this project are stipulated in the special terms of the contract. Party B shall independently purchase other insurance as needed and bear the costs.
15.1 .2 In the event of an insurance accident, both parties A and B are responsible for making every effort to take necessary measures to prevent or reduce losses.
15.1 .3 Any insurance purchased by Party B shall not reduce any responsibilities and obligations that Party B is required to fulfill under this contract.
15.1.4 The insurance purchased by Party B shall be declared and claimed by Party B to the insurer and reinsurer, and Party A shall not bear any responsibility or compensation regardless of the outcome of the claim.
15.2 Taxes and fees
Party B shall, in accordance with the contract and the laws of China and the country where the project is located, pay the relevant taxes and other stipulated fees for the contracted project. Party B is required to timely and fully provide original value-added tax invoices that comply with the requirements of Party A and the tax laws of the project location, or other types of original invoices that comply with local tax laws, and shall bear the economic and legal consequences arising therefrom. If the taxes and other stipulated fees related to Party B are paid or borne by Party A, Party A has the right to directly deduct them from any amounts payable to Party B. If Party B violates the contract and the tax laws of China and the country where the project is located, causing losses to Party A,
Any direct or indirect economic losses shall be borne by Party B, and Party B shall also bear the legal responsibilities arising therefrom. In addition, Party B has the obligation to assist Party A in handling the external accounts and translation work for this project.
Party B shall provide invoices recognized by the local tax authority of the country where the project is located on a monthly basis, which meet the requirements of Party A. If the invoice amount provided is lower than the actual payment for the project within the month, Party A has the right to withhold the estimated tax amount for the shortfall from any payments due to Party B. Party B must fully cooperate with Party A and the general contractor in handling tax matters in the country where the project is located.
The above insurance premiums, taxes, and other specified fees are included in the contract price.
Article 16: Guarantee, Assurance
1 Guarantee
During the execution of this project (including the construction period and the defect liability period), Party B shall at least ensure:
The materials and equipment supplied in 16.1.1 possess all intellectual property rights, have advanced technical levels, excellent quality, and meet the requirements of safety, reliability, economy, environmental protection, and ease of maintenance, in accordance with the main contract and all provisions of this contract.
The technical materials and drawings delivered are clear, complete, uniform, accurate in content, correctly translated, and can meet the requirements for installation, debugging, operation, and maintenance of the project; the provided technical materials and drawings do not infringe on any intellectual property rights and patent technologies held by any other third party.
16.1.3 During the construction, maintenance, and upkeep of this project, any issues discovered, regardless of whether the responsible party is Party B, Party B shall actively address them to ensure the smooth implementation and completion of the project.
16.1.4 Before signing this contract, Party B has conducted detailed and in-depth research on various geological, natural, and hydrological conditions in the local area, as well as the technical standards and specifications proposed by Party A, the general contractor, and the owner, and guarantees that the equipment, materials, and services provided can meet the requirements specified in this contract and the main contract under the local climate, geological, and hydrological conditions.
16.1.5 In addition to the risks to be borne by Party A, Party B shall ensure that Party A is protected from the following losses, claims, and related claims, lawsuits, and damages arising during the construction process of the project and the repair of defects: a. Casualties among personnel; b. Loss or damage to any property outside of this project. 16. 2 Performance Guarantee
Party B shall provide performance guarantees in one of the following ways, as specified in the special contract terms: 16.3 Quality Assurance Deposit
During the implementation of the project, Party A will withhold a certain percentage of each settlement payment as a quality guarantee fund for this project, and the quality guarantee fund will not accrue interest. If no quality maintenance incidents occur, within 28 days after the project passes the initial inspection, Party A obtains the initial inspection certificate for the project, and receives the retention money returned by the general contractor, Party A will return the corresponding amount to Party B without interest after deducting the relevant deductions from Party B (if the owner or general contractor deducts the quality guarantee fund related to Party B's construction work from Party A, Party A will deduct the corresponding amount from Party B's quality guarantee fund).
The retained funds. After Party A receives the remaining retained funds returned by the general contractor and the final acceptance certificate issued by the owner, and after Party A's written confirmation that Party B has resolved all outstanding issues related to this project, including legal, litigation, customs, tax, insurance debts, and disputes, within 28 days, Party A will return the remaining retained funds to Party B without interest. If there are any other reasonable additional costs incurred during project acceptance, those costs will be borne by Party B.
Article 17: Transfer and Subcontracting
Party B shall not subcontract or delegate this project. If such a situation is discovered and verified, it shall be considered a breach of contract by Party B; Party A has the right to terminate this contract, and Party B shall bear all losses incurred by Party A's reputation and finances as a result.
Article 18: Breach of Contract
After this contract is signed, both parties shall strictly comply with the provisions of this contract. If there is a violation, they shall bear the liability for breach of contract.
18.1 In the process of quality control for the project, if there are hidden dangers or defects in the project quality, Party A has the right to require Party B to rectify, repair, or redo the work, and Party B shall unconditionally comply. Any additional costs and losses incurred shall be borne by Party B. If Party B is unable or unwilling to repair or redo the work, Party A may arrange for a construction team to carry out the work, but the costs shall be borne by Party B, including but not limited to demolition, cleaning, rework, repair, fees for bringing in another construction team, and expedited costs. When the quality of Party B's work causes Party A to suffer reputational or other losses, Party A has the right to require Party B to compensate or pay liquidated damages as appropriate, reduce the scope of work, or even terminate the contract.
If Party B causes the inability to complete the total construction period and the sub-project construction period as stipulated in this contract, Party B shall bear all losses caused by the overdue completion, including but not limited to the entry and exit fees for seeking another construction team, expedited construction costs, and losses due to project delays or suspensions.
18.3 If Party B's personnel and equipment do not arrive on site as scheduled, and after Party A's warning they still fail to arrive within the deadline, fail to organize qualified project management personnel and construction teams, fail to equip necessary equipment and machinery, fail to procure the materials and supplies required for the project, fail to commence construction on site by the start date stipulated in the contract or instructed by Party A, or fail to carry out construction in accordance with the standards and specifications required by this contract, Party B shall compensate Party A for all losses incurred as a result, and Party A has the right to terminate the contract.
18.4 If Party B causes interference to Party A due to poor management (such as employees causing disturbances at Party A's location, the general contractor's site, embassies, or government agencies, etc.), seriously violates Party A's rules and regulations, or disobeys management, it will be considered a breach of contract by Party B. Party A will impose a fine of 1,000 to 10,000 RMB per person per incident on Party B. If personal injury or other property damage is caused to Party A or other personnel, Party B will also bear all legal responsibilities and consequences.
18.5 Without the permission of Party A, Party B shall not sign contracts, promote, or issue documents in the name of Party A and the general contractor, or affix the seals of Party A and the general contractor; once discovered, Party A has the right to terminate this contract, and all legal responsibilities arising therefrom shall be borne by Party B.
18.6 During the construction process, Party B shall properly handle the debts and credits related to the project, bear corresponding legal responsibilities, and shall be responsible for handling and resolving any economic disputes or lawsuits arising therefrom, and shall bear all responsibilities and losses caused to Party A as a result.
Party B shall compensate for the loss in double.
18.7 If Party B engages in illegal activities or seriously violates the contract provisions (including Party B subcontracting or transferring the project), Party A has the right to terminate the contract, and Party B shall compensate Party A for all losses and pay Party A a penalty of the contract's provisional total amount 3%3 \% .
Article 19: Claims
19.1 Party A's claim
In the following circumstances, Party A has the right to claim compensation from Party B, and this does not exempt Party B from fulfilling its obligations and responsibilities under this agreement:
a. The quality of the equipment, materials, construction, and installation provided by Party B does not meet the requirements of this contract;
b. Due to the reasons of Party B, if the government of the country where the project is located claims compensation from Party A regarding this project, Party B shall bear this compensation responsibility;
c. If, during the construction process, Party B causes environmental pollution to the construction site and its surrounding areas, and the government or agency of the country imposes a fine on Party A, then Party B shall bear the fine
d. If improper management or waste of water, electricity, gas, and environmental sanitation in the construction site and living area leads to economic sanctions or the cessation of provision by the government or institutions of the host country, all responsibilities and consequences shall be borne by Party B;
If, for other reasons attributable to Party B, the government of the country where the project is located makes any claims against Party A, Party B shall bear the liability for compensation;
If, for other reasons attributable to Party B, Party A suffers legal or administrative penalties, joint liability, economic losses, or reputational damage, Party B shall bear the responsibility for compensation.
Article 20: Force Majeure
20.1 The scope of force majeure and the handling of events are the same as the corresponding clauses in the contract.
20.2 In the event of a force majeure incident involving the content of Party B's project, Party B shall immediately notify Party A and, to the extent possible, take prompt measures to minimize losses.
20.3 If a party to this contract delays performance and then encounters force majeure, it does not exempt the party from corresponding liability for the delay.
20.4 Force majeure may include but is not limited to the following various abnormal events or situations:
(i) War, hostilities (whether declared or not), invasion, actions by foreign enemies;
(ii) Terrorist activities, intentional destruction by personnel other than contractors, revolution, riots, military coups or usurpation of power, or civil war, etc.;
(iii) Riots, disturbances, chaos, strikes, or work stoppages by personnel other than contractors;
(iv) Military arms, explosives, ionizing radiation, or radioactive contamination in the country where the project is located (except in cases where the contractor uses such arms, explosives, radiation, or energy) and
(v) Natural disasters, such as earthquakes, strong winds, typhoons, tsunamis, or volcanic activity.
Article 21: Resolution of Disputes
21.1 Any disputes arising during the performance of this contract shall be resolved through negotiation between the parties.
Article 22: Termination of the Contract
22.1 Party A and Party B may terminate this contract by mutual agreement.
22.2 The following circumstances shall be deemed as a breach of contract by Party B, and Party A has the right to terminate this contract: 22.2.1 Party B subcontracting or unauthorized subcontracting of this project;
If Party B withdraws midway without Party A's consent, or if Party B fails to meet the requirements of this contract or Party A's requirements due to issues with progress, quality, etc., and Party A has raised this issue twice without significant improvement from Party B, or if Party B is late or the quality is unqualified, resulting in losses for Party A, or if Party B breaches the contract causing this contract to be unable to be performed or the purpose of the contract cannot be achieved;
b. If Party B has safety or quality accidents or serious quality issues in this project.
If this contract cannot be continued due to force majeure, Party A may terminate this contract; 22.4 Liquidation after contract termination
Upon termination of the contract, both parties shall settle accounts according to the following process. Regardless of the process and outcome of the settlement, Party B shall not contest Party A's instruction to vacate the premises immediately for any reason. 22.4.1 On-site protection and handover
Upon termination of the contract, Party B shall properly protect the completed works, semi-finished products, and materials and equipment that have been delivered to the site, and shall hand over matters deemed necessary by Party A in accordance with Party A's requirements. 22. 4. 2 Handover and Exit of Party B's Materials
Count the on-site semi-finished products and turnover materials, as well as equipment, together with Party A, and at the same time, immediately clear the site, handle returns, and terminate the lease according to Party A's instructions, without any delay in withdrawing from the site.
22.4.3 The settlement of the completed project quantity by Party B and the costs of materials and equipment retained on site.
For the completed and qualified projects approved by Party A, measurement will still be conducted according to the measurement terms stipulated in this contract; for semi-finished products on site, the price will be determined through negotiation between both parties based on the actual situation; Party B agrees to provide other equipment and materials invested in this project for free use by Party A until the completion of this project. Obligations that Party B still needs to undertake after the termination of the contract.
Party B shall provide a written commitment, including but not limited to a. Assume the responsibility for the quality, maintenance, and safekeeping of the project implemented by Party B;
b. Party B shall independently bear or resolve all external debts and disputes, and shall have no relation to the user. 22.4.5 Payment of settlement funds
After both parties complete the above settlement procedures, they will separately sign an exit agreement. Party A's finance will pay the balance owed to Party B without interest within 28 days based on the exit agreement signed by both parties and the settlement materials (excluding various types of deposits and letters of guarantee, the return of deposits and letters of guarantee will still be executed according to the relevant provisions of this contract).
The termination of the contract does not exempt Party B from the obligation to guarantee the quality of the completed project, as well as the obligations of warranty and safekeeping.
Article 23: Effectiveness and Invalidity of the Contract
23.1 Party A and Party B agree on the effective method in this contract agreement.
23.2 Party A and Party B shall fulfill all obligations under this contract, and this contract shall automatically terminate after the contract price is settled.
After the rights and obligations of this contract terminate, Party A and Party B shall continue to perform obligations such as notification, assistance, and confidentiality in accordance with the principle of honesty and credit.
Article 24: Supplementary Provisions
Both parties, in accordance with relevant laws and administrative regulations, and based on the actual situation of this project, have reached a consensus through negotiation to specify, supplement, or modify the content of the general terms, and to stipulate this in the special terms.
Part Three Special Terms of the Contract
Article 7: Rights and Obligations of Party A
1. Provide construction drawings and relevant design documents, and conduct technical disclosure to Party B before construction. 2. Assist Party B in completing the measurement work during the construction process.
3. Provide sufficient armed security personnel for Party B's construction site, during commuting, and during procurement outings.
4. Party A is responsible for providing the construction site for Party B, supervising the construction process, and accepting the construction quality.
5. Responsible for handling possible land acquisition and demolition, as well as ensuring that the site for the project under this agreement meets the construction conditions to satisfy labor operation needs.
6. Responsible for inspecting the quality of each process. 7. Settle labor service fees according to the contract agreement. 8. Responsible for providing accommodation and meals for Party B's Chinese employees.
9. Responsible for liaising with local government, communities, and relevant departments to coordinate on-site work relationships.
Article 8: Party B's Rights and Obligations
1. Before signing the labor subcontracting contract, Party B has fully understood the risks and unexpected events that may be encountered in the implementation of the project and has taken into account various possible adverse situations in the comprehensive labor unit price. Party B is responsible for the recruitment of all management personnel and labor required to complete the work tasks, as well as the settlement of wages, accommodation fees, meal expenses, transportation costs, and all related insurance and tax fees, as well as the purchase of some materials and necessary construction tools (such as hammers, trowels, plumb bobs, plasterboards, measuring tapes, generators, and all other materials and tools required for construction that are not mentioned).
2. Responsible for the quality of the project within the scope of labor subcontracting under this contract to Party A, carefully organize construction in strict accordance with the design drawings and Party A's technical disclosure, ensuring that the quality of labor operations meets the standards stipulated in the contract.
3. Provide labor personnel that meet the work requirements for Party A from start to finish, and arrive at the construction site within 7 days after the signing of this contract to implement the construction work of this contract, ensuring that the construction period meets the contract requirements.
4. During working hours and holidays, local laws, regulations, and customs should be followed. Wages should be paid in accordance with local regulations regarding worker compensation.
5. Consciously accept the various management systems of Party A and relevant departments, strengthen safety education, earnestly implement safety technical specifications, implement safety measures, and ensure construction safety. All violations of work discipline and construction site management regulations, illegal and disciplinary actions, as well as injuries, illnesses, disabilities, and fatalities caused by non-performance reasons, shall be the responsibility of Party B and its employees.
6. Strengthen on-site management, strictly implement management regulations for environmental protection, fire safety, and sanitation at the construction site, and promptly transport construction waste to the location designated by Party A to ensure civilized construction.
7. Bear the losses caused by quality defects, rework, delays in work deadlines, safety accidents, and poor on-site management due to one's own responsibility.
8. From the start of the project until the entire project is handed over to Party A, Party B is responsible for managing the materials, equipment, water and electricity pipelines, and the protection of completed works within the scope of this contract. If there is any damage, it should be repaired promptly at Party B's own expense.
9. Without the written consent of Party A, Party B shall not disclose the drawings, documents, and other confidential information provided by Party A to any third party.
Article 16: Contract Price, Settlement and Payment
16.1 Contract price and adjustments
The price of this contract is specified by both parties in the agreement.
This agreement is a fixed unit price contract. During the validity period of the contract, the unit price will not be adjusted. The unit price of this contract includes the labor, materials, machinery, measures costs, temporary works costs, testing and inspection fees, land acquisition fees, resource fees, handling fees, certification fees, environmental assessment fees, labor protection fees, insurance, unavoidable taxes and surcharges, road, structure and traffic maintenance fees, traffic diversion fees, project documentation fees and translation fees, management fees, safety and environmental protection fees, occupational health management fees, personnel and machinery entry and exit fees, mobilization fees, profits, site cleaning after the completion of the contract construction content, restoration to original condition, repair of defects in this project, and all other costs specified in this contract incurred by Party B to complete the engineering content stipulated in this contract.
Party B, as an experienced contractor, has taken into account the increased costs arising from the following risk factors in the unit price of this contract at the time of signing, including but not limited to:
Factors that may affect project costs during the construction period include changes in policies, construction environment, finance, and the market
b. Risks that may arise due to changes in natural conditions such as weather, terrain, and geology;
c. The impact on construction caused by the intersection of construction in each section and the intersection of each process;
d. The impact of changes in exchange rates, price fluctuations, and other factors during the implementation period of this contract on the unit price of this contract; 16.2 Confirmation and Settlement of Engineering Quantity 16.2.1 Mid-term measurement and settlement:
Party A shall conduct on-site verification and valuation of the work based on Party B's project progress before the 21st of each month. The completed project quantity list and the labor project verification and valuation list shall take effect after being jointly signed by Party A's project department on-site management personnel, project manager, and Party B's authorized representative. For bulk materials such as flooring materials purchased in advance by Party B, Party A shall provide an estimated price based on the actual quantity on-site of 80%80 \% , which can be deducted from the estimated price amount in the later valuation.
16.2.2 Completion Settlement
After Party B has completed all the engineering projects as stipulated in this contract, the final settlement will be processed:
b. Submit the final settlement documents to Party A within 30 days after the project is completed, including but not limited to: completion settlement statement, handling
Complete exit procedures, sign exit agreement, provide proof of no debts and disputes, etc.;
b. If Party B fails to complete the final settlement by the deadline required in Clause 16.2.2.a, and does not complete the final settlement within 15 days after being notified by Party A via email (with the final settlement materials issued by Party A attached), it shall be deemed that Party B agrees to the final settlement materials and the final settlement price issued by Party A;
c. The Party A will not measure the engineering quantity that exceeds the scope of the design drawings and the rework caused by Party B's reasons. 16. Payment of the price 16.3.1 Payment of funds after completion settlement:
Party A shall pay the interim project progress payment according to the officially effective pricing table at the amount of 100%100 \% , and the final payment shall be made to Party B in one lump sum within 30 working days after Party A completes all the works and passes the acceptance inspection. 16.4 Payment Currency
Party B's quotation is in RMB, Party A will settle in RMB and make payment in USD, with the exchange rate based on the official rate on the day of payment.
Article 17: Insurance and Taxes
17.1 Insurance
The specific insurance coverage and related responsibilities for this project are stipulated in the special terms of the contract. Party B shall independently purchase other insurance as needed and bear the costs.
When the insurance accident occurs, both Party A and Party B have the responsibility to take necessary measures to prevent or reduce losses.
17.1.3 Any insurance purchased by Party B shall not reduce any responsibilities and obligations that Party B is required to fulfill under this contract.
17.1.4 The insurance purchased by Party B shall be declared and claimed by Party B to the insurer and reinsurer, and Party A shall not bear any responsibility or compensation regardless of the outcome of the claim.
17.2 Taxes and fees
Party B shall pay the relevant taxes and other stipulated fees for the contracted project in accordance with the contract and the laws of China and the country where the project is located. Party B is required to timely and fully provide original value-added tax invoices that comply with the requirements of Party A and the tax laws of the project location, or other types of original invoices that comply with local tax laws, and shall bear the economic and legal consequences arising therefrom. If the taxes and other stipulated fees related to Party B are paid or advanced by Party A, Party A has the right to directly deduct them from any payments due to Party B. If Party B causes direct or indirect economic losses to Party A due to violations of the contract and the tax laws of China and the country where the project is located, Party B shall bear the responsibility, and Party B shall also bear the legal liabilities arising therefrom. In addition, Party B has the obligation to assist Party A in managing the external accounts and translation work for the project.
Party B shall provide monthly invoices recognized by the local tax authority of the country where the project is located, which meet the requirements of Party A, and if the invoice amount provided is low
For the actual payment of project costs made within the month, Party A has the right to withhold the estimated tax fees for the insufficient part of the invoice from any amount payable to Party B. Party B must fully cooperate with Party A and the general contractor to handle the tax matters in the country where the project is located.
The above insurance premiums, taxes, and other specified fees are included in the contract price.
Article 18: Guarantee, Assurance
1 Guarantee
During the execution of this project (including the construction period and the defect liability period), Party B shall at least ensure:
The materials and equipment supplied in 18.1.1 possess all intellectual property rights, have advanced technical levels, excellent quality, and meet the requirements of safety, reliability, economy, environmental protection, and ease of maintenance, in accordance with the provisions of this contract.
18.1.2 The delivered technical materials and drawings are clear, complete, uniform, accurate in content, correctly translated, and can meet the requirements for installation, debugging, operation, and maintenance of the project; the provided technical materials and drawings do not infringe on any intellectual property rights and patented technologies held by any other third party.
18.1.3 If any issues are found during the construction, maintenance, and upkeep of this project, regardless of whether the responsible party is Party B, Party B shall actively address them to ensure the smooth implementation and completion of the project.
18.1.4 Before the signing of this contract, Party B has conducted detailed and in-depth research on various geological, natural, and hydrological conditions in the local area, as well as the technical standards and specifications proposed by Party A, and guarantees that the equipment, materials provided, and services performed can meet the requirements specified in this contract under the local climate, geological, and hydrological conditions.
18.1.5 Except for the risks to be borne by Party A, Party B shall ensure that Party A is protected from the following losses, claims, and related claims, lawsuits, and damages arising during the construction process of the project and the repair of defects: a. Casualties of personnel; b. Loss or damage to any property outside of this project. 18. 2 Quality Assurance Deposit
During the implementation of the project, Party A will withhold 5%5 \% of each settlement payment as the quality guarantee for this project, and the quality guarantee will not accrue interest. If quality issues arise during the warranty period, Party B shall be responsible for repairs, and the repairs must meet Party A's quality standards. The remaining retention money will be returned to Party B without interest within 12 months after Party A's second acceptance inspection. 18. 3 Performance Bond
During the implementation of the project, Party A will withhold 5% of each settlement payment as a performance guarantee for the project, which will be returned to Party B without interest after Party A's acceptance is completed.
Strengthen the awareness of the red line and implement joint responsibility of the party and government; strengthen joint management and strictly hold accountable for dereliction of duty; strengthen the implementation of responsibilities and strictly conduct graded assessments; strengthen system construction and solidify the foundation of safety and quality; strengthen system construction and improve institutional settings; adequately staff personnel to ensure effective operation; strengthen accident reporting and strictly prohibit concealment and false reporting; strengthen graded education to improve prevention skills; strengthen technological safety to ensure inherent safety; strengthen cost management to ensure safety investment; strengthen hidden danger investigation to prevent various accidents; strengthen emergency management to ensure the effectiveness of plans; strengthen environmental protection to prevent pollution incidents; strengthen hazard prevention and control to ensure occupational health; strengthen project management to implement subcontracting responsibilities; strengthen safety culture to mobilize all personnel; control the occurrence of accidents to achieve stable safety and quality.
Safety and environmental protection control indicators 1. The mortality rate of employee production safety responsibility accidents in this project: 0. 2. The injury rate for serious accidents related to employee production safety in this project: 0. 3. Eliminate general and above production safety responsibility accidents. 4. Eliminate general and above road traffic liability accidents. 5. Eliminate general and above water traffic liability accidents. 6. Eliminate general and above fire responsibility accidents.
7. Prevent general and above production safety accidents caused by negligence in surveying, design, and supervision.
8. Prevent the occurrence of general and above production safety responsibility accidents that have construction management responsibilities. 9. Eliminate general and above sudden environmental incidents. 10. Eliminate general and above occupational disease hazard liability accidents.
11. The project incurs direct economic losses of no more than 500,000 yuan due to safety production, mechanical equipment damage accidents, or material loss accidents.
Quality control indicators
1. The construction quality of the subdivided project items meets the specification requirements;
2. The project does not experience general quality accidents (accidents with poor quality or failing to meet standards, requiring reinforcement, with direct economic losses between 200,000 RMB and 3,000,000 RMB);
3. The project does not experience major quality accidents (such as collapse due to negligence, scrapping, and causing personal injury or significant economic loss, with direct losses exceeding 3 million yuan)
Both Party A and Party B shall keep confidential all information related to the other party's business, technology, finance, personnel information, and any technological achievements formed during the performance of this agreement, and shall not disclose the above information or any part of this agreement to any third party (except for the bank issuing the letter of guarantee). If this provision is violated, it will be considered a breach of contract, and the breaching party shall bear the legal responsibilities and economic losses caused to the other party. Party A's responsible person's signature
Year Month Day
Signature of the person in charge of the responsible unit (Party B)
Year Month Day
Integrity Construction Contract
Party A: CHINA HARBOUR ENGINEERING COMPANY Construction of Lafia Bypass Road and Dualisation of 9th Mile (Enugu) - Otukpo - Makurdi Road Project Management (Phase II)
Party B: UNICONTINANTAL INTERNATIONAL ENGINEERING COMPANY LIMITED
In order to ensure that both parties can diligently and honestly perform the temporary construction work for Section 5 of the Makurdi to Enugu Road expansion project, guarantee efficient and high-quality construction, and protect the legal rights and interests of both parties, the parties have reached a consensus through consultation and signed the following contract:
1. The rights and obligations of both parties A and B
1. Strictly comply with the relevant laws and regulations of the Party and the state, as well as the regulations on the construction of a clean and honest Party style.
2. Both parties shall act in accordance with the principles of openness, fairness, and integrity, and shall consciously perform their duties according to the contract, without harming the interests of the state, collective, or the legitimate rights and interests of individuals.
3. Both parties should establish and improve the integrity system, regularly conduct integrity education, and strengthen the supervision of the staff in their units.
4. Strengthen mutual supervision, promptly remind and correct violations of the contract, and report illegal and disciplinary violations to the relevant departments in a timely manner.
2. Requirements for Party A
1. Party A's staff shall not request or accept cash gifts, securities (cards), or items provided by Party B; they shall not reimburse various expenses that should be paid by individuals at Party B's unit.
2. Party A's staff shall not solicit or accept gifts, cash, negotiable securities, or assistance in the form of services or finances from Party B during personal events such as marriage, funeral, or home renovation.
3. Party A's staff shall not use their authority to arrange for relatives, friends, or children to work at Party B's unit or subcontract projects.
4. Party A's staff shall not accept banquets, high-cost entertainment activities, or sightseeing tours provided by Party B.
5. Party A's staff shall not overcalculate the project quantity or overcharge the project payment for Party B, nor accept kickbacks from it
Seek personal gain.
6. Party A's staff shall not intentionally make it difficult for Party B due to Party B's refusal of unreasonable requests. 3. Requirements for Party B
Party B's staff shall not give cash, gifts, or valuable securities (cards) to Party A's staff for any reason.
2. Party B's staff shall not reimburse any expenses that should be paid by Party A's unit or individual for Party A and its staff.
3. Party B's staff shall not invite or sponsor Party A's staff and their family members for travel, visits, or study.
4. Party B's staff shall not use various means such as gambling, bribery, and other corrupt practices to entice or corrupt Party A's staff. 4. Liability for Breach of Contract
1. If Party A and its staff violate the provisions of this contract, for minor violations, Party A's superior disciplinary supervision department will issue a warning; for more serious violations that cause losses to the enterprise, the responsible person will be subject to party discipline and administrative penalties according to relevant regulations, and it is recommended to transfer them from their original position and no longer engage in related work; if Party B suffers losses, Party A's unit will compensate Party B's unit for direct economic losses; if the circumstances are serious and constitute a crime, the responsible person will be handed over to the judicial authorities for criminal responsibility.
2. If Party B, whether an organization or individual, violates the terms of the contract, for minor violations, the portion of the quality assurance deposit paid by Party B will be confiscated; for more serious violations that cause losses to Party A, Party B shall compensate Party A for the direct economic losses and shall be disqualified from subcontracting projects for Party A.
5. Both parties, A and B, agree to the following matters
1. This contract is supervised and executed by the disciplinary inspection and supervision departments of both parties or their superior units. The disciplinary inspection and supervision department of Party A or its superior unit invites the disciplinary inspection and supervision department of Party B or its superior unit to inspect the execution of this contract and provide adjudicative opinions on matters within the scope specified in this contract.
2. This contract serves as an attachment to the subcontract for the temporary construction works of Section 5 of the Makurdi to Enugu Road Expansion Project, and is consistent with the effectiveness, validity, termination, and copies of the contract for the temporary construction works of Section 5 of the Makurdi to Enugu Road Expansion Project.
电 Speech:
电
Speech:
Commitment Letter for No Arrears in Wages for Migrant Workers
According to the State Council Order No. 724 of the People's Republic of China "Regulations on the Guarantee of Wage Payment for Migrant Workers", in order to standardize the wage payment behavior of migrant workers and ensure that migrant workers receive their wages in full and on time, our company hereby makes a solemn commitment:
1. Strictly pay farmers' wages on time in accordance with the relevant regulations such as the "Labor Law," "Interim Provisions on Wage Payment," "Minimum Wage Regulations," and "Regulations on Ensuring Payment of Wages to Rural Migrant Workers," and never withhold or delay farmers' wages.
Second, strengthen the construction of the enterprise credit system, establish a wage payment guarantee system, and never infringe upon the rights and interests of migrant workers' wages.
Third, establish internal wage payment methods through collective negotiation and other democratic forms in accordance with the law, and inform all migrant workers in the enterprise.
4. Accept the supervision of Party A's unit, administrative supervisory department, and Party A regarding the payment of labor wages by our company. If necessary, our company guarantees to provide relevant financial materials and proof as required by Party A's unit, administrative supervisory department, and Party A.
5. In the event of labor disputes, a tripartite negotiation mechanism will be utilized, primarily focusing on internal resolution, and will comply with the mediation and rulings of Party A, the administrative authorities, and Party A. It is guaranteed that there will be no occurrences of migrant workers petitioning, gathering to cause disturbances, or blocking traffic, among other collective incidents. In case of violations, our company will bear all economic and legal responsibilities arising therefrom and accept penalties imposed by relevant authorities and Party A in accordance with the law.
6. If there are arrears in payments to migrant workers, our company agrees to ride to Enugu
The fifth section of the highway reconstruction and expansion project will pay the overdue wages of migrant workers on behalf of the construction, and the payment will be deducted from any amounts payable to our company.
7. If legal disputes arise due to the default in payment to migrant workers for the fifth section of the Makurdi to Enugu highway expansion project, the following costs shall be borne by our company, including but not limited to attorney fees, litigation fees, travel expenses, etc.
Matters not involved will be strictly executed in accordance with relevant laws and regulations.
Note: 1. The unit price in the above list includes construction costs and material costs.
2. The above quantities are provisional quantities, and the settled quantities shall be based on the actual quantities on site.
3. If there are other projects that need to be completed by Party B during the construction process, both Party A and Party B must agree on the main contract terms Below, a supplementary agreement will be formulated separately to supplement the new project.
Compliance Protection Standard Clauses
Party A: CHINA HARBOUR ENGINEERING COMPANY Construction of Lafia Bypass Road and Dualisation of 9th Mile (Enugu) - Otukpo Makurdi Road Project Management (Phase II)
Party B: UNICONTINENTAL INTERNATIONAL ENGINEERING COMPANY LIMITED
Both parties agree that these compliance protection standard terms constitute an important part of the contract established between the parties, and both parties shall jointly comply with these terms.
1. Definition of public officials
The term "public officials" in this compliance standard protection clause should be broadly interpreted, but at a minimum, it should include the following meanings:
(1) Government officials, employees, representatives, and individuals acting on behalf of the government or authorized by public authority. (2) Officials, employees, and representatives of international organizations.
Officials, employees, representatives of political organizations exercising public power, or members of the royal family.
(4) Public enterprises, that is, officials and employees of enterprises that are directly or indirectly controlled or significantly influenced by the government.
II. Comply with anti-corruption laws
Party B hereby declares, guarantees, and commits that neither Party B nor its affiliates, subsidiaries, directors, senior management, employees, agents, consultants, contractors, trustees, ultimate beneficiaries, and shareholders, nor any individuals and related parties acting on behalf of Party B, have ever violated or will in the future violate, or cause Party A to violate, the Criminal Law of the People's Republic of China, the United Nations Convention against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and the anti-corruption, anti-fraud, anti-collusion, and fair competition laws, regulations, and rules of the country where the business is located (collectively referred to as "anti-corruption laws"). Party B hereby declares, guarantees, and commits that neither Party B nor its affiliates, directors, senior management, employees, agents, consultants, contractors, trustees, ultimate beneficiaries, and shareholders, nor any individuals and related parties acting on behalf of Party B, have ever engaged in or will engage in the following behaviors during the cooperation period:
(1) To give or promise to give any benefits to public officials, individuals, or entities for the following purposes:
Improperly influencing the behavior or decisions of public officials;
Inducing public officials to violate their statutory duties, thereby acting or failing to act;
Induce public officials to directly influence the behavior or decisions of the government or government departments through their personal influence or through their influence on domestic and foreign governments or government departments;
Assist Party B, Party A, or Party A's affiliates in improperly obtaining or maintaining business opportunities or gaining improper advantages.
(2) To give or promise to give any benefit to an individual for the following purposes, whether or not they are a public official:
Intending to cause the individual to improperly perform their duties or obligations;
Knowing or believing that the individual accepts benefits constitutes improper performance of their duties or obligations.
3. Continuing Obligations
Party B hereby declares and guarantees that Party B and its affiliated companies, directors, senior management, employees, agents, consultants, contractors, trustees, ultimate beneficiaries, and shareholders, as well as all individuals and related parties acting on behalf of Party B, will comply with the relevant provisions of anti-corruption laws during the validity period of this agreement.
IV. Participation of Public Officials
Except for the circumstances already disclosed to Party A, Party B's current senior management personnel, directors, ultimate beneficiaries, shareholders (excluding shareholders of listed companies), and employees are not public officials, nor are their immediate relatives public officials; if it is found that the aforementioned senior management personnel, directors, ultimate beneficiaries, shareholders, or employees become public officials, Party B shall notify Party A within a reasonable time.
Five, no private funds
During the validity period of this agreement, Party B shall not establish or maintain any secret or off-the-books funds, accounts, or assets, regardless of whether they are related to the transactions intended to be conducted under this agreement, due to receiving payments prohibited by anti-corruption laws or for facilitating other actions prohibited by anti-corruption laws.
6. Compliance Statement
From the date of signing this agreement, Party B shall provide its annual compliance statement regarding adherence to anti-corruption laws 30 days prior to each anniversary.
Seven, Wanxin
Party B promises that Party A and its representatives, senior management, directors, employees, and shareholders shall not bear any losses and consequences arising from Party B's violation of the anti-corruption representations, warranties, and commitments under this annex, including but not limited to fines, damages, or economic losses of the aforementioned individuals or related parties.
8. Right of termination
According to reliable sources, including but not limited to statements from Party B or news reports from legitimate sources, if Party B has substantially violated its relevant statements, guarantees, and commitments regarding compliance with anti-corruption laws in this attachment, it shall be deemed that Party B has materially breached this agreement. Regardless of whether Party B has been convicted or subjected to other penalties for violating anti-corruption laws, Party A has the right to terminate this agreement without incurring any fines or compensating Party B.
9. Right of review
Party B shall retain all necessary records to prove its compliance with the provisions of this annex. Party B agrees that, upon prior notice from Party A, Party A or the auditing firm designated by Party A may review or audit Party B's accounting books and records related to the performance of this agreement. The review or audit of the aforementioned accounting books and records by Party A and its designated auditing firm shall be strictly limited to the scope of work described in this agreement and shall be solely for compliance audit purposes. The audit fees listed in this article shall be independently borne by Party A.
10. Expenses
The costs and expenses incurred by Party B in fulfilling the obligations under this compliance protection standard clause shall be fully borne by Party B, except for those that Party A has agreed to bear in advance.
XI. Investigation Notice
Party B agrees that if it discovers that its actions related to this agreement are being investigated by law enforcement or regulatory authorities, government agencies, international organizations, stock exchanges, or non-governmental organizations, it shall immediately notify Party A; furthermore, if Party B discovers that it is being investigated by law enforcement or regulatory authorities, government agencies, international organizations, stock exchanges, or non-governmental organizations for violating anti-corruption laws, regardless of whether the investigated actions are related to this agreement, it shall immediately notify Party A.
Consultation and Reporting Hotline: 0086-10-82016267
Consultation and reporting email: compliance@ccccltd.cn
This settlement certificate was signed on the day of the month of the year 202, UNICONTINANTAL INTERNATIONAL ENGINEERING COMPANY LIMITED, whose company is located in Lagos, Nigeria (hereinafter referred to as Party B)
与
CHINA HARBOUR ENGINEERING COMPANY Construction of Lafia Bypass Road and Dualisation of 9th Mile (Enugu) - Otukpo - Makurdi Road Project Management (Phase II) (hereinafter referred to as Party A) and UNICONTINENTAL INTERNATIONAL ENGINEERING COMPANY LIMITED signed a temporary construction contract on the date of 202 Year Month Day with contract number: LJLJHW-PJ2023012391-019924003 (hereinafter referred to as the main contract) and some supplementary contracts (if any) (hereinafter referred to as supplementary agreements)
CHINA HARBOUR ENGINEERING COMPANY Construction of Lafia Bypass Road and Dualisation of 9th Mile (Enugu) - Otukpo - Makurdi Road Project Management (Phase II) Perform the main contract and supplementary agreement (if any) with UNICONTINENTAL INTERNATIONAL ENGINEERING COMPANY LIMITED.
The current commitment is as follows: Party A has fulfilled all obligations under the main contract and any supplementary agreements (if any). According to Party B's performance, the final settlement amount is: (Amount in words:
), which represents the full settlement of all payments owed to Party B, under all terms of the main contract and any supplementary agreements (if any). Party B confirms that it has received all of the aforementioned payments, and the remaining amount payable to Party B. (large Write:
Party B confirms that, apart from the terms in this settlement certificate, there are no other disputes, claims, or unfinished work under the main contract and any supplementary agreements (if any).
This settlement will take effect immediately after Party B signs to confirm it.
Party B:
Representative:
Seal: Bathroom fixtures details
ADDERESS:43, ERIC
MOORE ROAD,
SURURLERELAGOS| ADDERESS:43, ERIC |
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货币名称 账号名称 银行账号 银行名称 地址 备注
Swift Code: ZEIBNGLA
美元 UNICONTINENTALINT'L 5071209712 Zenith BANK "ADDERESS:43, ERIC
MOORE ROAD,
SURURLERELAGOS" | 货币名称 | 账号名称 | 银行账号 | 银行名称 | 地址 | 备注 |
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| | | | | Swift Code: ZEIBNGLA | |
| 美元 | UNICONTINENTALINT'L | 5071209712 | Zenith BANK | ADDERESS:43, ERIC <br> MOORE ROAD, <br> SURURLERELAGOS | |
Camp layout map
China Harbor Occupational Health, Safety and Environment (HSE) Agreement
1 General Principles
In order to strengthen occupational health, safety, and environmental management during the construction period, avoid occupational health, safety, and environmental accidents, ensure the safety of personnel and property, and improve project performance capabilities, this agreement is formulated in accordance with relevant laws and requirements.
According to the "Contract" signed by both parties on qquad\qquad year qquad\qquad month qquad\qquad day (contract number qquad\qquad , hereinafter referred to as "the Contract"), in order to clarify the rights, obligations, and responsibilities of both parties regarding occupational health, safety, and environment (hereinafter referred to as HSE) during the performance of the Contract, and in accordance with the "Production Safety Law of the People's Republic of China," "Contract Law of the People's Republic of China," "Labor Law of the People's Republic of China," "Environmental Protection Law of the People's Republic of China," and relevant laws and regulations of the country where the project is located, both parties, on the basis of equality, voluntariness, and consensus, have signed the "China Harbour Occupational Health, Safety, and Environment (HSE) Agreement" (hereinafter referred to as "this Agreement"). 2 Definitions and Explanations 2.1 HSE: refers to occupational health, safety, and environmental protection
2.2 Accident: Refers to unexpected events that cause harm to personal safety and health, damage to equipment and facilities, or result in economic losses during production activities, or cause environmental pollution, leading to a temporary or permanent halt of the original production activities. 2.3 Force Majeure: According to the relevant provisions of the contract.
2. 4 HSE documents: Refers to the text describing the HSE hazards and risks associated with important and high-risk equipment or activities, as well as the measures taken to control these hazards and risks to an acceptable level according to relevant standards; relevant safety standards (including laws and regulations, standards, specifications, etc.); relevant parties' HSE management system documents; relevant parties' HSE management system documents; and other related HSE documents.
2.5 Illegal, irregular, and non-compliant: refers to the behavior of the parties to this agreement violating HSE-related laws, regulations, standards, and rules, as well as construction plans. 3 Project Overview: See contract for details 4 Term of this Agreement The term of this agreement is consistent with the term of the contract (including the term of changes).
5 HSE laws, regulations, standards, norms, and provisions (hereinafter collectively referred to as "standards")
5.1 Party A and Party B shall implement (but not limited to) the China HSE standards (or updated standards) and the HSE standards of the country where the project is located during construction operations.
5.2 "China Harbour Occupational Health and Safety Management System" (Zhonggang An Guan Zi [2012] No. 913)
5.3 "China Port Environmental Management System" (Zhonggang An Guan Zi [2012] No. 913)
5.4 "Regulations on Supervision and Management of Occupational Health and Safety in Chinese Ports" (Zhonggang An Guan Fa [2021] No. 953)
5.5 "Regulations on Accountability for Production Safety Accidents in Chinese Ports" (Zhonggang An Guan Fa [2019] No. 1016)
5.6 "Measures for the Management of Safety Production Costs in Chinese Ports (Revised)" (Zhonggang Caifa [2019] No. 1645)
5.7 "Management Procedures for Hazardous Operations Construction Permits of the China Port Central Africa Regional Management Center" (China-Africa Security Development [2019] No. 34)
5.8 "Management Measures for Safety, Environmental Protection, and Occupational Health Assessment and Reward/Punishment of the Central Africa Regional Management Center of China Harbor" (Zhonggang Zhongfei Fa [2020] No. 42)
5.9 "Regulations on Penalties for Violations of HSE Management by Cooperative Units of the Central Africa Regional Management Center of China Harbor"
5.10 Other HSE management systems, management procedures, and management regulations issued by China Communications Construction Company, China Harbour Engineering Company, and the Central Africa Regional Management Center. Potential hazards during the project implementation process
During the construction process, there may be (but are not limited to) the following dangers and hazards. Party B should take effective measures to eliminate potential dangers and hazards to prevent safety accidents from occurring:
6.1 Natural disasters that do not reach the level of force majeure (including floods, landslides, mudslides, collapses, storms, storm surges, lightning, etc.), poisoning from toxic and harmful gases, fires, hazards from radioactive materials, leaks of oil or fuel and other toxic substances causing casualties, property damage, or environmental pollution.
6. 2 Production safety accidents and environmental pollution incidents caused by illegal operations, illegal commands, violations of labor discipline, the use of unqualified materials and products, and the use of equipment and tools that do not meet safety performance requirements, as well as accidents that cause damage to construction materials, machinery, power equipment, electrical facilities, instruments, boilers, pressure vessels, existing pipelines, and other equipment and facilities, along with the dangers and harms arising from them.
6.3 Personal injuries, acute poisoning, outbreaks of infectious diseases, and other health incidents caused by unsafe equipment and facilities, poor working conditions and environments, mismanagement, or the use of substandard tools and materials. 7 Responsibilities and Risks of Occupational Health, Safety, and Environmental Protection
7.1 If Party B is unable to eliminate the hazards described in Article 6 due to Party A's strong orders to Party B to engage in illegal operations and other reasons, resulting in HSE liability risks that cause personal injury and property damage to Party B and third parties, Party A shall bear the responsibility for loss compensation.
7.2 If the HSE liability risk arising from the failure to eliminate the hazards described in Article 6 of this agreement due to the reasons of Party B causes personal injury and property damage to Party A and third parties, Party B shall bear the responsibility for loss compensation and shall bear its own losses.
7.3 Due to force majeure causing production accidents and losses, Party A and Party B shall bear their respective losses in accordance with the contract provisions.
8 The rights of Party A
8.1 has the right to require Party B to fulfill HSE responsibilities and obligations, supervise Party B's implementation of various HSE management regulations, and conduct inspections and assessments of Party B's performance.
8.2 has the right to stop personnel who have not undergone HSE training or whose training is inadequate from participating in this project, and has the right to require Party B to replace the relevant person in charge who has poor HSE management and repeatedly fails to implement rectification requirements.
8. Supervise and inspect Party B's safety production behavior, have the right to stop and correct violations of command, illegal operations, and violations of labor discipline, and impose penalties as stipulated.
8.4 Has the right to request Party B to replace personnel whose health status and safety skills do not meet the requirements.
Before the start of the project, Party A shall review Party B's HSE system, and work can only commence after Party A's approval.
8.6 Has the right to require Party B to maintain or replace relevant safety production facilities, equipment, and instruments to ensure compliance with relevant regulations.
8.7 Has the right to review Party B's safety performance and qualifications, and to review and file the HSE-related documents formulated by Party B.
8.8 Has the right to require Party B to provide medical drugs and equipment in accordance with the contract requirements.
8.9 Has the right to require Party B to equip a suitable number of on-site medical personnel and HSE management personnel in accordance with relevant regulations.
8.10 Has the right to require Party B to uniformly wear labor protection clothing as requested by Party A and to provide personal protective equipment.
8.11 Has the right to require Party B to provide food, drinking water, and camp facilities in accordance with the corresponding standards.
8.12 Party A has the right to supervise Party B's use of special funds for safe production, and Party B shall ensure the special funds for safe production.
Full investment. If Party B's safety investment is insufficient, Party A has the right to deduct the insufficient portion from the project progress payment.
8.13 Party A has the right to implement rewards and punishments for Party B in accordance with the relevant provisions of the "Management Measures for Safety, Environmental Protection, and Occupational Health Assessment and Reward and Punishment of the China Harbour Central Africa Regional Management Center (Revised)" (Zhonggang Zhongfei Fa [2020] No. 42) and the "Detailed Rules for Punishment of HSE Management Violations by Cooperative Units of the China Harbour Central Africa Regional Management Center."
8.14 Party A has the right to use Party B's HSE breach penalty as a special reward fund for HSE management in the project, to reward individuals or groups with good HSE performance during the implementation of the project.
8.15 If Party B's working environment, facilities, or equipment do not meet safety conditions, Party A has the right to require Party B to stop construction and notify Party B in writing to rectify the situation. The additional time and costs incurred shall be borne by Party B. If Party B fails to complete the rectification within the specified time, Party A has the right to take relevant measures to ensure safety production conditions, and the related rectification costs, plus Party A's management fees, will be deducted from the subcontract price, and Party A has the right to impose penalties in accordance with the "Regulations on Penalties for Violations of HSE Management by Cooperative Units of China Harbour Central Africa Regional Management Center."
8.16 When Party B has an accident, Party B must promptly report the accident verification and handling situation in accordance with the "Accident Reporting and Investigation Handling Measures of the China Harbor Central Africa Regional Management Center for Occupational Health and Safety" (Zhongfei Gonghan [2018] No. 06). Party A will cooperate with the owner to investigate the accident and handle the responsible unit.
8.17 At the time of project completion acceptance, Party A will conduct a special HSE audit acceptance (if stipulated in the general contract). If the HSE acceptance is not qualified, Party A has the right to require Party B to make corrections, and the project can only be settled after meeting the acceptance requirements. 9 Obligations of Party A
9.1 Comply with HSE management policies and strictly implement relevant laws, regulations, and standards.
9.2 The Party A shall provide Party B with the HSE management documents of Party A (referring to the content of this agreement's clauses 5.2—5.6).
9.3 The HSE management system documents of Party B and the implementation of the HSE management system during the execution of the subcontract should be checked and reviewed.
9.4 Should propose the requirements for HSE education and skills training to Party B, and check the training situation.
9.5 Coordinate Party B to handle HSE matters with the owner and the supervisor (consultant). 9.6 Assist Party B in handling the accident.
10 The rights of Party B
10.1 Has the right to request Party A to provide its established HSE management regulations.
10.2 Has the right to propose rational suggestions and improvements for Party A's HSE work.
10.3 In accordance with Party A's HSE requirements, regulations, and the terms of this agreement, Party B may formulate HSE management rules according to its own management methods.
10.4 Has the right to refuse to execute Party A's illegal commands and to force Party B to undertake risky operations.
10.5 Has the right to require Party A to provide safety conditions and environment that meet construction operations.
10.6 In the event of a situation that endangers the life safety of the operating personnel, Party B has the right to take necessary risk avoidance measures.
11 Obligations of Party B 11.1 General Requirements
11.1.1 Party B must strictly comply with the relevant laws, regulations, and standards of China and the country and locality where the project is located; strictly implement the provisions of the subcontract and the HSE standards, specifications, and regulations of this agreement.
11.1.2 Party B must fulfill HSE responsibilities and be fully responsible for environmental protection related to the contract, as well as the personal health and safety of the personnel (including temporary workers), strictly adhering to the HSE rules and regulations required by this agreement, as well as any amendments or supplementary requirements.
11.1.3 Party B shall strictly control the hazards related to this agreement and equip sufficient HSE management personnel in accordance with relevant regulations.
11.1.4 Party B shall establish an HSE management system that is consistent with Party A's HSE management system.
11.1 .5 Party B shall conduct standardized and detailed hazard identification and risk assessment for the construction operations specified in the contract, formulate various safety measures to reduce or eliminate risks, strictly implement safety measures, and carry out risk management.
11.1.6 The equipment and materials provided by Party B must meet safety construction requirements and have quality assurance documentation. The equipment, materials, and tools used by Party B to fulfill this agreement must comply with HSE requirements, and the costs incurred to meet these requirements shall be borne by Party B.
11.1.7 The party shall have the qualifications and HSE qualifications necessary to perform the contract, and special operation personnel must undergo professional training and obtain special operation qualification certificates.
Before the commencement of the project in section 11.1.8, Party B shall submit an HSE review application to Party A in accordance with the contract provisions, and work can only begin after Party A's review and approval. Hazardous operations must also strictly adhere to the relevant provisions of the "Management Procedures for Hazardous Work Construction Permits of the China Harbour Central Africa Regional Management Center" (Zhongfei Anfa [2019] No. 34).
11.1 .9 Party B shall provide necessary labor protection for employees (including temporary workers) to eliminate occupational health hazard factors in construction operations.
11.1.10 The party shall meet the safety production conditions stipulated by the HSE standards of China and the country where the project is located, have a sound safety production responsibility system, safe operating procedures, and safety assurance measures, and achieve the occupational health, safety, and environmental management goals and indicators of the Central Africa Regional Management Center of China Harbour.
11.1.11 Party B shall comply with the IS014001 environmental management system, balancing construction operations and environmental protection, and implementing comprehensive control of environmental pollution.
11.1.12 Party B shall prevent, control, and eliminate occupational disease hazards, prioritize people, focus on prevention, and protect employee health.
11.1.13 Party B shall establish an HSE management system for the project it undertakes in accordance with Party A's HSE management system, and shall establish and improve relevant safety production systems, operating procedures, and safety measures, and strictly implement them.
If Party B's personnel (including temporary workers) are injured or die, Party B shall bear all economic and legal responsibilities.
11.1.15 Party B shall establish relevant HSE reward and punishment systems, and Party A must implement the rewards and penalties for Party B at the individual level. 11.2 The following work should be completed before the project starts:
11.2.1 In response to the risks involved in the project, prepare the "Occupational Health, Safety and Environment (HSE) Management Plan" (including HSE risk identification and response measures, HSE work instructions, and HSE checklists) in accordance with the relevant laws, regulations, and standards of the country where the project is located, and submit it to the client for implementation after review and approval.
11.2.2 Dangerous operations existing in the project should be determined based on the identification of hazardous sources, and dangerous operations must strictly adhere to the relevant provisions of the "Construction Permit Management Procedures for Dangerous Operations of the China Harbour Central Africa Regional Management Center" (Zhongfei Anfa [2019] No. 34).
11.2.3 Based on the environmental impact assessment report of the project and the relevant management measures of the client, prepare the environmental management plan for this project. Effective management measures shall be taken for surface water, groundwater, soil, air, noise, vegetation, solid waste, cultural relics, etc.
11.2.4 Establish an HSE management leadership group and set up an HSE management organization or assign dedicated HSE management personnel.
The HSE management leadership team is responsible for leading the organization to implement on-site HSE education, supervision of construction sites, hazard identification and rectification, and handling various types of accidents.
11.2 .5 Organize pre-job physical examinations for participating construction personnel (including temporary workers), establish employee health records, ensure that employees' health conditions meet job requirements, and provide labor protection supplies according to job requirements and standards. Provide a list of hazardous positions and protection plans.
11.2.6 Provide HSE education and training for participating employees to ensure that those who pass the training assessment and possess relevant skills are involved in the contract construction operations.
11.2.7 Develop an emergency rescue plan for accidents, equip corresponding resources, and conduct drills. The emergency rescue plan should be approved and filed with Party A.
11.2.8 Conduct HSE checks before starting the operation process to ensure compliance with the specified HSE conditions. 11.3 During the execution of the subcontract, the following work should be done:
11.3.1 Strictly comply with HSE standards, and do not engage in illegal command, illegal operation, or violate labor discipline. 11.3.2 Regular HSE meetings should be held.
11.3 . 3 Party B shall regularly report on occupational health, safety, and environmental conditions on a weekly and monthly basis.
Regular HSE inspections, audits, and reviews should be conducted.
11.3 .5 Emergency rescue plan drills should be conducted regularly based on the specific circumstances of the project.
11.3.6 When employees need to enter special areas, they must strictly comply with the relevant requirements for special areas, formulate relevant measures, and obtain approval from Party A and the owner before entering the special area.
11.3 .7 When special or hazardous operations are required, strict adherence to the special construction plan and safety measures should be followed, and approval from the client and supervisor should be obtained before implementation.
11.3 .8 The party using hazardous materials or controlled items shall obtain permission from the other party or the owner. The party shall ensure that all hazardous materials and controlled items are transported, stored, handled, and used in accordance with the relevant regulations and requirements of the country where the project is located, and shall establish protective measures to ensure their safety.
11.3.9 Party B shall keep records of hazard factor observations at the construction site, work injury medical records, records of work stoppage situations, etc., and report to Party A regularly.
11.3.10 Accept the supervision of the owner, supervisor (including consulting engineers), and local environmental protection, forestry, and cultural relics protection administrative authorities.
11.3.11 According to the contract agreement, closely cooperate with Party A to carry out the cleaning and compensation work for surface attachments in the construction area.
11.3.12 Carry out construction in accordance with relevant environmental management regulations and program requirements, paying attention to protecting the quality of water sources, land, air, and social environment in the construction area. 11.3.13 It is strictly prohibited to exceed the specified area or use of land.
11.3.14 Has the responsibility to protect religious buildings, cultural relics, flora and fauna, vegetation, grasslands, water sources, and the ecological environment in the construction area, and has protective measures in place. During the operation, strict management of operational waste (wastewater, waste oil, cables, packaging paper, bags, etc.), and household garbage, etc., is required, and proper disposal should be carried out in accordance with relevant regulations.
11.3.15 Strictly follow the relevant regulations on cultural relics protection management and properly carry out cultural relics protection work.
11.3.16 Strictly follow the regulations for the protection and management of wild animals and plants, and 做好重点保护野生动植物资源的保
Protect.
11.3.17 According to the contract agreement, carry out the work related to landform restoration and ecological restoration.
11.3 .18 The safety first responsible person of Party B needs to authorize a dedicated person to cooperate with Party A in coordinating relationships with relevant government departments in the project country and actively implement the social responsibility management plan. 11.4 After the completion of the contract work, the following tasks should be carried out:
After the completion of the contract work, HSE completion inspection should be carried out as required.
11.4.2 Summarize and organize HSE-related records and reports, prepare a special volume of HSE completion materials as part of the dredging materials, and submit it to the client along with the project's completion materials. 12 HSE Inspection and Supervision
12.1 Party A shall supervise and inspect the following matters of Party B in accordance with this agreement. During the inspection, if any accident hazards or potential unsafe behaviors or unsafe conditions are found, Party A's HSE management personnel have the right to issue a "Hazard Rectification Notice" to Party B, requiring rectification within a specified time or suspension of work.
12.1.1 Party B's implementation of HSE regulations and standards.
12.1.2 Occupational health, safety, and environmental conditions at the production and construction site. 12.1.3 Management and use of HSE warning signs.
12.1.4 The formulation and implementation of the HSE measures (accident hazard rectification) plan.
12.1.5 The inspection and certification of special equipment and the status of regular supervision; the training of special operators and their certification status.
12.1.6 Special work construction plan, special safety construction plan for hazardous operations, HSE management plan.
12.1.7 The formulation, drills, and emergency supplies reserve situation of emergency rescue plans for accidents, anti-terrorism, etc.
12.1.8 The status of fire-fighting equipment and materials, fire training, and drills.
12.1.9 Party B shall provide necessary labor protection supplies, medicines, and medical devices (personal first aid kits, vehicle-mounted first aid boxes, etc.) for employees (including temporary workers).
12.1.10 Party B's camp and employees (including temporary workers) meals.
12.1.11 Party B's self-inspection of identified safety hazards and rectification status. 12.1.12 Other items that need supervision and inspection.
13 Accident emergency rescue and investigation handling
13.1 Party A and Party B shall formulate emergency rescue plans for sudden incidents, establish an emergency rescue system, equip emergency rescue devices and equipment, and conduct regular maintenance and upkeep to ensure normal operation.
13.2 After a safety or environmental accident occurs, relevant personnel at the accident site should immediately report to the responsible person of Party B and Party A, and quickly take effective measures to organize rescue efforts to prevent the accident from escalating. At the same time, the emergency rescue plan should be activated.
13.3 Party A and Party B shall conduct investigations and determine responsibilities in accordance with the legal provisions of the country where the project is located or the laws of China (if there are no applicable legal provisions in the country where the project is located). Based on the investigation report from local government departments, accidents shall be handled according to the principle of "four not to let go." 14 HSE Information Report
Party B shall report HSE information to Party A along with the project dynamics and production information, with specific content and timing to be determined by Party A and Party B before the commencement of work. 15 Party B promises
15.1 Earnestly fulfill the terms of this agreement, strengthen HSE management during the construction process, and ensure full compliance with the contract and this agreement. 15.2 Prevent the occurrence of production safety liability accidents, traffic liability accidents, and water traffic liability accidents.
16 insurance
In addition to complying with the insurance provisions of the subcontract, Party B shall provide accident insurance for all personnel related to its project (including but not limited to management personnel, construction workers, and logistics support personnel). The accident insurance premium shall be paid by Party B. 17 Liability for breach of contract
17.1 If Party B fails to rectify within the specified time according to the "Hazard Rectification Notice" issued by Party A, Party A has the right to impose penalties in accordance with the "Penalty Regulations for Violations of HSE Management by Cooperative Units of China Harbour Central Africa Regional Management Center." If Party B still does not rectify after paying the fine, Party A may order Party B to stop work until rectification is completed.
17.2 If Party B fails to report HSE information to Party A in accordance with Article 13 of this agreement, Party B shall pay Party A a penalty of 5,000 yuan for each instance.
17.3 If Party B delays reporting, fails to report, falsely reports, or conceals the incident after it occurs, and Party A verifies the facts, Party B shall pay Party A a penalty of 200,000 yuan for each occurrence.
17.4 If the environmental pollution accident is caused by Party B, Party B shall bear all economic compensation responsibilities, and the compensation amount shall be deducted from Party B's project payment, with any shortfall to be paid by Party B to Party A.
17.5 In the event of personal injury or property damage caused by the responsibility of Party A, Party B, or a third party, the responsible party shall compensate the other party for all economic losses.
17.6 If Party B violates relevant regulations on occupational health, safety, and environmental protection, and causes significant impact or accidents, Party A will impose the following economic penalties on Party B:
17.6.1 Party A has the right to impose penalties on Party B during routine inspections based on the hazards discovered on site, in accordance with the "Penalty Regulations for Violations of HSE Management by Cooperative Units of China Harbour Central Africa Regional Management Center."
17.6.2 If Party B has a production safety liability accident, traffic liability accident, or water traffic liability accident: for general accidents, Party B shall pay Party A a penalty of 350,000 RMB for each accident, and for each death, an additional penalty of 1,100,000 RMB to Party A, and for each serious injury, an additional penalty of 100,000 RMB to Party A; for major accidents, Party B shall pay Party A a penalty of 750,000 RMB for each accident, and for each death, an additional penalty of 5,100,000 RMB to Party A, and for each serious injury, an additional penalty of 100,000 RMB to Party A; for significant accidents, Party B shall pay Party A a penalty of 3,000,000 RMB for each accident, and for each death, an additional penalty of 10,100,000 RMB to Party A, and for each serious injury, an additional penalty of 100,000 RMB to Party A; for particularly significant accidents, Party B shall pay Party A a penalty of 10,000,000 RMB for each accident, and for each death, an additional penalty of 10,100,000 RMB to Party A, and for each serious injury, an additional penalty of 100,000 RMB to Party A. The classification of accidents is in accordance with the "Regulations on Accountability for Production Safety Accidents in China Harbor" and relevant Chinese laws and regulations.
17.7 Party A, during the inspection, if major safety hazards or the same issue occurs more than 3 times, has the right to order Party B to stop work for rectification, notify Party B's superior department, and include it in the credibility evaluation record of subcontractors by China Harbour.
17.8 If Party A discovers frequent major safety hazards and serious deficiencies in safety management at Party B's construction site during inspections, it will recommend that Party B's superior unit take action against the project's main responsible person, up to and including the replacement of the project manager.
17.9 In the event of a major or particularly serious HSE accident, Party A has the right to terminate the contract, and the economic losses caused shall be borne by Party B. 18 Local worker usage requirements (including valid documents, education and training, technical disclosure, labor protection, dining standards, wage treatment, and signing this agreement).
18.1 Employed local workers should hold valid certificates issued by the local police station and labor department, including a copy of their ID card and a health examination qualification certificate, which should be reviewed and filed by the HSE department of the employing unit.
18.2 Provide HSE education and training to local workers, and only arrange appropriate work after passing the assessment.
18.3 Local workers shall conduct safety operation briefings according to the requirements of their job positions before starting work, ensuring they understand the relevant safety technical requirements and comply with related HSE regulations.
18.4 Local workers must wear safety helmets and other protective gear correctly when entering the construction site.
18.5 Supervise local workers to strictly implement the safety electricity management system, and electrical equipment shall not be used arbitrarily without permission.
The salary and benefits shall not be lower than the average level of local residents, and shall enjoy the same labor protection as Chinese employees.
18.7 The HSE responsibilities and obligations of both parties should be clearly defined in the employment contract signed with local workers. 18.8 Respect the local workers' customs and habits.
The dining standards for local workers must not be lower than the average standards of local residents.
19 Dispute Resolution Methods The provisions of the contract shall be executed. 20 Other matters
20.1 This agreement is part of the contract and takes effect and terminates simultaneously with the contract.
20.2 Matters not covered by this agreement or that are contrary to the relevant laws of the country where the project is located shall be executed in accordance with the relevant laws of that country.
This agreement is made in four copies, with Party A and Party B each holding two copies, all having the same legal effect.
Party A (Official Seal) Legal Representative or Authorized Representative
